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AZZ INC Director's Dealing 2005

May 19, 2005

31310_dirs_2005-05-19_eb9ca47e-4dc7-4e28-96b2-4286d59eba7f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2005-05-19

Reporting Person: Ruffin Robert D (Vice President Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-18	Stock Appreciation Rights	$	A	6740	Acquired		Common Stock (6740)	Direct

Footnotes

F1: The average closing price of Common Stock on the New York Stock Exchange during the ninety (90) calendar days following the release of earnings for the fiscal year ending February 28, 2005.

F2: Ninety (90) calendar days following the release of earnings for the fiscal year ending February 29, 2008, unless an Accelerating Event, as defined in the SAR Plan occurs, in which case the date will be accelerated in accordance with provisions of the SAR Plan.