MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation of the consolidated financial statements and related information of Ameron International Corporation and subsidiaries in conformity with accounting principles generally accepted in the United States of America.Management is responsible for the integrity of the financial information included in this Annual Report. In preparing the financial statements,management makes estimates as necessary based upon currently available information and judgments of current conditions and circumstances. The independent registered public accounting firm of PricewaterhouseCoopers LLP, audits the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and provides an objective, independent review of the fairness of reported operating results and financial position.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on such evaluation under the framework in Internal Control - Integrated Framework, issued by COSO, management concluded that internal control over financial reporting was effective as of November 30, 2004.Management's assessment of the effectiveness of internal control over financial reporting as of November 30, 2004 has been audited by PricewaterhouseCoopers LLP, as stated in its report which is included herein.

The Audit Committee of the Board of Directors is composed of three directors who are not officers or employees of the Company. They meet periodically with management,PricewaterhouseCoopers LLP and the internal auditors to review the audit scope and results, discuss internal controls and financial reporting subjects, and review management actions on these matters. PricewaterhouseCoopers LLP and the internal auditors have full and free access to the members of the Audit Committee.

James S. Marlen Chairman of the Board, President & Chief Executive Officer	Gary Wagner Senior Vice President, Chief Financial Officer