United States

                            Washington, D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)   April 19, 2010

             (Exact name of Registrant as specified in its charter)

    Delaware                        1-9102                       77-0100596
(State or Other                  (Commission                  (I.R.S. Employer
 Jurisdiction                    File Number)                Identification No.)
of Incorporation)

245 South Los Robles Avenue                                         91101
Pasadena, California                                              (Zip Code)
(Address of Principal Executive Offices)

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

                                 Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)

     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 (see General Instruction A.2. below):

     [  ]  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-(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))


Item 5.02     Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers

          (e) In connection with an organizational restructuring, the
              compensation of named executive officer Mark J. Nowak was amended
              effective April 19, 2010 as follows: (1) fiscal year 2010
              annualized base salary rate is $200,000; and (2) fiscal year 2010
              Annual Management Incentive Compensation Plan Target Award
              (expressed as a percentage of base salary rate) is 40.0%.


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  thereto  duly  authorized.

                                 AMERON INTERNATIONAL CORPORATION

Dated:  April 22, 2010            By: /s/ Javier Solis
                                          Javier Solis