Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARLEN JAMES S
   2. Issuer Name and Ticker or Trading Symbol
AMERON INTERNATIONAL CORP [AMN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO & President
(Last)
(First)
(Middle)
245 SO. LOS ROBLES AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2010
(Street)

PASADENA, CA 91101		 4. If Amendment, Date Original Filed(Month/Day/Year)
04/05/2010		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2010   M   8,000 (1) A (2) 8,000 D  
Common Stock 04/01/2010   F   3,735 D $ 63.31 4,265 D  
Common Stock 04/01/2010   G V 4,265 D $ 0 0 D  
Common Stock 04/01/2010   G V 4,265 A $ 0 18,309 I Marlen Family Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARLEN JAMES S
245 SO. LOS ROBLES AVE.
PASADENA, CA 91101		   X     Chairman, CEO & President  

Signatures

 /s/ Cynthia A. Iwasaki, Power of Attorney   05/18/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were inadvertently reported as having been acquired indirectly by Mr. Marlen and directly by the Marlen Family Trust. They were, in fact, acquired directly by Mr. Marlen and subsequently transferred to the Marlen Family Trust by gift.
(2) Each Performance Stock Unit represented a contingent right, which vested on April 1, 2010, to receive one share of the common stock of Ameron International Corporation (the "Company"). The actual number of shares received by the reporting person was determined on April 1, 2010 based on the closing price of the Company's common stock on March 31, 2010. 12,000 derivative securities previously issued to the reporting person did not vest because the performance conditions for vesting of that number of shares of the Company's common stock were not met. Such derivative securities were forfeited.

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