Washington, D.C.  20549


                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check one):   / / Form 10-K  / / Form 20-F  /X/ Form 11-K  / / Form 10-Q
              / / Form 10-D  / / Form N-SAR  / / Form N-CSR

                     For Period Ended:   December 31, 2009

/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
                        For the Transition Period Ended:

 Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


Full Name of Registrant:
AMERON INTERNATIONAL CORPORATION (with respect to Ameron International
Corporation 401(k) Retirement Savings Plan)

Former Name if Applicable:  N/A

Address of Principal Executive Office (Street and Number):

245 South Los Robles Avenue

City, State and Zip Code:

Pasadena, California 91101-3638

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.  (Check box if appropriate)  /X/

     (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
     (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar following the prescribed due date; and
     (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.  (Attach extra Sheets if Needed)

The Registrant is unable to file its Annual Report on Form 11-K for the Ameron
International Corporation 401(k) Retirement Savings Plan ("the Plan") for the
period ended December 31, 2009 (the "11-K") within the prescribed time period
without unreasonable effort or expense. Due to a change in record keepers, the
Registrant had unanticipated delays in the collection, review and reconciliation
of certain information required to be included in the 11-K. The Registrant will
file the 11-K on or before the fifteenth calendar day following the prescribed
due date.

The Company expects to file its Form 11-K for the Plan on or prior to July 15,


(1)  Name and telephone number of person to contact in regard to this

Gary Wagner          626                     683-4000
(Name)               (Area Code)             (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If answer is no,
identify report(s).
/X/ Yes  / / No

(3)  Is it anticipated that any significant change in results of operations from
the corresponding period for the fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
/ / Yes  /X/ No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.



                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  June 28, 2010       By: /s/ Gary Wagner
                               Gary Wagner
                               Senior Vice President, Finance and Administration
                               and Chief Financial Officer