8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 of 15(d) of the Securities and Exchange Act of 1934


        Date of report (date of earliest event reported): April 30, 2008



                        AMERON INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)




       Delaware                    1-9102                      77-0100596
   (State or other        (Commission File Number)          (I.R.S. Employer
   jurisdiction of                                          Identification No.)
    incorporation)


245 South Los Robles Avenue
    Pasadena, California                                           91101
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (626) 683-4000


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


- --------------------------------------------------------------------------------



Items 5.02.       Departure of Directors or Certain Officers; Election of
                  -------------------------------------------------------
                  Directors;  Appointment of Certain  Officers; Compensatory
                  ----------------------------------------------------------
                  Arrangements of Certain Officers.
                  ---------------------------------

(b)

         On April 30, 2008, Javier Solis, Executive Vice President, Secretary
and General Counsel of Ameron International Corporation ("Ameron"), notified
Ameron of his intent to resign as an officer of Ameron effective as of May 26,
2008, in connection with his planned retirement following a transition period.
Pursuant to an agreement between Mr. Solis and Ameron, dated April 30, 2008, Mr.
Solis will continue to be employed by Ameron in the capacity of Special Counsel
from May 27, 2008 through June 7, 2009 (the "Transition Period"). Mr. Solis'
compensation and benefits will be reduced from their current levels during the
Transition Period. The foregoing description of the agreement does not purport
to be complete and is qualified in its entirety by reference to the complete
terms and conditions of the agreement, a copy of which is filed as Exhibit 10.1
to this Form 8-K.

         Stephen E. Johnson has been appointed the new Senior Vice President,
Secretary and General Counsel of Ameron, effective as of May 27, 2008.


Item 9.01.        Financial Statement and Exhibits.
                  ---------------------------------

The following exhibits are filed as part of this report.

Exhibit                                   Description
- -------           --------------------------------------------------------------

10.1              Agreement, dated April 30, 2008, between Ameron International
                  Corporation and Javier Solis.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  May 2, 2008

                         AMERON INTERNATIONAL CORPORATION


                         By:      /s/James R. McLaughlin
                                  ----------------------
                         Name:    James R. McLaughlin
                         Title:   Senior Vice President-Chief Financial Officer
                                  & Treasurer

EX-10.1

Exhibit 10.1



From:    Terry O'Shea                       Date:      April 30, 2008


To:      Javier Solis                       Subject:   Employment Transition

The purpose of this memo is to confirm the arrangements which have been agreed
to regarding your continuing employment with Ameron prior to your planned
retirement next year:

    o        You will continue your current position as Executive Vice
             President, Secretary and General Counsel of Ameron through
             May 26, 2008 (the "Transition Date"), on which date you have
             indicated that you will be resigning from that position.
    o        Beginning on May 27, 2008 and continuing through June 7, 2009 (the
             "Transition Period"), you will continue to be employed by Ameron,
             however in the new reduced capacity as Special Counsel. As Special
             Counsel, you will be reporting to CEO Jim Marlen, but will also be
             working closely with President Gary Wagner, new General Counsel
             Steve Johnson, and other senior corporate managers of Ameron.

During the Transition Period, your compensation and benefits will remain as they
currently are, except as follows:

    o        Your base salary will be reduced to 40% of its current rate, which
             is to $142,400 per year. Annual bonus under the Management
             Incentive Compensation Plan will be adjusted correspondingly.
             Long-term bonus under the Long-Term Cash Incentive Plan will be
             adjusted in accordance with the provisions of that plan.
    o        You will remain a participant of the Executive Medical Plan
             through December 31, 2008, and will thereafter transfer to the
             standard Ameron medical plan through the end of your employment
             with Ameron.
    o        All other compensation and benefits will be adjusted in accordance
             with the specific provisions of the plans which control them.

Please confirm your agreement with the above by dating and signing this memo
below and returning a copy to my attention.

TPO:




Confirmed and agreed to:

 /s/ Javier Solis                              Date:    4/30/08
- ----------------------------
     Javier Solis