AZZ INC — Director's Dealing 2004

May 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2004-05-03

Reporting Person: DINGUS DAVID H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-03	Common Stock $1 Par Value	M	4000	$10.25	Acquired	15000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-03	Incentive Stock Option	$10.25	M	4000	Disposed	2005-02-22	Common Stock (4000)	Direct

Footnotes

F1: Grant to reporting person of option to buy 10,000 shares of AZZ common stock exercisable i increments of 2,000 shares beginning on the first day of the Company's 2000 fiscal year and an additonal 2,000 shares to be exercisable on the first day of each of the four succeeding fiscal years of the Company.