EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-49164) pertaining to the 1991 Nonstatutory Stock Option Plan of
AZZ incorporated, (Form S-8 No. 33-49158) pertaining to the 1991 Incentive Stock
Option Plan of AZZ incorporated, (Form S-8 No. 333-92377) pertaining to the
Employee Benefit Plan and Trust of AZZ incorporated, (Form S-8 No. 333-31716)
pertaining to the Independent Director Share Ownership Plan of AZZ incorporated,
(Form S-8 No. 333-38470) pertaining to the 1998 Incentive Stock Option Plan,
1998 Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option Grants of
AZZ incorporated and (Form S-8 No. 333-48886) pertaining to the 2000 Advisory
Director Share Ownership Plan of AZZ incorporated of our report dated March 29,
2002, with respect to the consolidated financial statements and schedule of AZZ
incorporated, included in the Annual Report (Form 10-K) for the year ended
February 28, 2002.

/s/ Ernst & Young, LLP
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Fort Worth, Texas
May 23, 2002

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