AZZ INC — Director's Dealing 2004

Jun 25, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2004-06-23

Reporting Person: Pendley Timothy E (VP Galvanizing Services)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
AZZ Common Stock	$24.25	2011-07-10	Common Stock (2802)		Direct
AZZ Common Stock	$17.60	2012-03-12	Common Stock (2367)		Direct
AZZ Common Stock	$8.43	2013-04-02	Common Stock (4943)		Direct

Footnotes

F1: The right to purchase 20% of the shares underlying this option shall vest as of grant date and the right to purchase an additional 20% of the shares underlying this option shall vest on each of the first four anniversaries of the effective date, provided, however, all options shall become immediately vested upon the occurrence of a change in control.