AZZ INC — Director's Dealing 2005

Apr 8, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2005-04-08

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option	$17.84	2006-03-27	AZZ Common Stock (895)		Direct
Incentive Stock Option	$17.60	2007-03-27	AZZ Common Stock (1040)		Direct
Stock Appreciation Rights	$	2007-04-07	AZZ Common Stock (950)		Direct

Footnotes

F1: The average closing price of the 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 29, 2004.

F2: Ninety (90) calendar days following the release of earnings for the fiscal year ending February 28, 2007 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.