INTERNATIONAL ALUMINUM CORP
10-K, 1995-09-21
METAL DOORS, SASH, FRAMES, MOLDINGS & TRIM
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 10-K

                   ANNUAL REPORT PURSUANT TO SECTION 13
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1995          Commission File Number 1-7256

                    INTERNATIONAL ALUMINUM CORPORATION
          (Exact name of Registrant as specified in its charter)


    California                                               95-2385235 
    (Incorporation)                                    (I.R.S. Employer No.)


                             767 Monterey Pass Road
                         Monterey Park, California 91754
                                 (213) 264-1670
                           (Principal executive office)



Securities registered pursuant to Section 12(b) of the Act:

          Title of Each Class           Names of Exchanges on Which Registered

    Common Stock ($1.00 Par Value)              New York Stock Exchange
                                                 Pacific Stock Exchange    

Securities registered pursuant to Section 12(g) of the Act:  None       

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.  Yes  X    No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    X 

At September 6, 1995 there were 4,254,064 shares of Registrant's Common Stock
outstanding.  The aggregate market value of shares held by non-affiliates was
$74,081,535 based on the Composite Tape closing price on that date.


                    DOCUMENTS INCORPORATED BY REFERENCE

Registrant's Annual Report to Shareholders for fiscal year ended June 30, 1995 
is incorporated by reference into Parts I and II.

Registrant's Proxy Statement dated September 22, 1995 for the Annual Meeting of
Shareholders to be held on October 26, 1995 is incorporated by reference, other
than the performance graph and Compensation Committee Report, into Part III.

<PAGE>
  <PAGE>                        PART I
  
  
  ITEM 1.  BUSINESS
  
  a. GENERAL DEVELOPMENT OF BUSINESS
  
       International Aluminum Corporation is an integrated
  manufacturer and supplier of a broad line of quality aluminum,
  wood, vinyl and glass products.  The Company was incorporated in
  California in 1963 as successor to an aluminum fabricating
  business begun in 1957 and maintains its executive offices at 767
  Monterey Pass Road, Monterey Park, California 91754.  The
  Company's telephone number is (213) 264-1670.  Reference to the
  "Registrant", "International Aluminum Corporation" or the
  "Company" includes International Aluminum Corporation and its
  subsidiaries unless the context indicates otherwise.
  
  b. INDUSTRY SEGMENTS, LINES OF BUSINESS AND CLASSES OF PRODUCTS
  
       This information is included on pages 4 and 13 respectively,
  of the Registrant's 1995 Annual Report to Shareholders and is
  hereby incorporated by reference.
  
  c. NARRATIVE DESCRIPTION OF BUSINESS
  
  Processes and Products
  
    Building Products
  
      Residential.  Residential products are fabricated from
  aluminum, wood and vinyl into a broad line of horizontal sliding
  windows, vertical sliding windows, casement windows, garden
  windows, bay and bow windows, special configuration windows,
  louvre windows, patio doors, tub enclosures, shower doors,
  wardrobe mirror doors and related products.  These products are
  used in new residential construction and in remodeling, home
  improvement and replacement.
  
      Commercial.  Commercial products are fabricated from aluminum
  into curtain walls, window walls, storefront framing, entrance
  doors and frames, interior doors and frames and interior wall
  systems.  These products are utilized in varying combinations to
  produce systems used for office and commercial construction,
  remodeling and tenant improvement applications.
  
      Aluminum Extrusions.  In the extrusion process, heated
  aluminum billets are hydraulically forced through steel dies to
  produce a piece of metal of the desired length and cross-section
  shape.  The extrusions are then cut and, when requested, anodized
  or painted in a variety of finishes in the Company's anodizing
  and painting departments.
  
  
                                   - 1 -<PAGE>
<PAGE>
      The Company currently has five extrusion presses at its
  Alhambra, California plant and three presses at its plant in
  Waxahachie, Texas.
  
      Aluminum extrusions produced by the Company are used in
  fabricating substantially all of its other aluminum products. 
  In addition, during fiscal 1995 approximately 54% of the
  extrusions produced were sold to users in its own or other
  industries, including manufacturers of fixtures, electronic
  equipment, fitness products, sailboats, skylights and truck
  bodies.  The Company furnishes design services to assist its
  customers in developing or better utilizing custom extrusions.
  
  Glass Products
  
      This product group shapes, bends, bevels, etches, polishes
  and tempers bulk flat glass.  The fabricated glass is primarily
  utilized in the Company's store display systems and in its glass
  furniture lines.  Glass is also processed to customer
  specifications for incorporation into their end products, which
  include residential, patio and office furniture, truck and
  recreational vehicle windows, light fixtures and appliances.
  
  Sales and Distribution
  
      The Company markets its residential and commercial building
  products primarily to independent dealers and distributors, with
  whom the Company has no long-term contracts.  Aluminum extrusions
  are marketed principally by direct sales to other manufacturers,
  some of which produce aluminum products of the Company's design. 
  The Company's glass products are marketed to manufacturers,
  distributors and retailers.
  
      Each of the Company's subsidiaries has its own administrative
  and sales organizations.  Sales are made largely in the United
  States and Europe.
  
      No customer accounted for more than 5% of net sales in 1995,
  and no material part of the business is dependent upon a single
  customer or a few customers, the loss of any one or more of whom
  would have a materially adverse effect on the business of the
  Company.  The Company does business on a current basis and has
  no significant backlog of unfilled firm orders.
  
  Materials
  
      The Company purchases its aluminum ingot requirements from
  primary aluminum producers or spot metal brokers.  Although
  increased worldwide demand produces periods of tight supply of
  aluminum ingot and scrap, the Company has had satisfactory
  experience to date in obtaining sufficient raw materials to meet
  its requirements and does not anticipate material shortages which
  would significantly hamper its operations.
                                   - 2 -<PAGE>
<PAGE>
      Flat glass is purchased from domestic glass manufacturers. 
  The Company has had satisfactory experience to date in obtaining
  sufficient glass to meet its requirements.
  
      The Company produces the aluminum extrusions used in the
  products it manufactures and sells.  Wood, vinyl, hardware,
  fasteners and screening are purchased from outside sources.
  
  
  Seasonality
  
      Sales of products designed for residential and commercial
  applications are subject to cyclical swings in new construction
  and seasonal fluctuations due to reduced construction activity
  in some marketing areas during the winter months (second and
  third quarters).
  
  Working Capital
  
      To maintain an adequate supply of aluminum to meet customer
  delivery requirements and to assure itself of a continuous
  allotment of materials from its suppliers, the Company at times
  carries a significant inventory of aluminum ingot.  Depending on
  price and availability, bulk quantities of ingot are purchased
  from either primary aluminum producers or from spot metal
  brokers.
  
      The Company does not believe there are any abnormal working
  capital requirements associated with any of its product groups
  as merchandise is normally produced for specific customer orders
  or shipped from inventory and as a general practice extended
  payment terms are not granted to customers.
  
  Patents
  
      The Company has no material patents, either issued or
  pending, and is not a party to any significant licensing
  agreements.
  
  Competition and Risk
  
      The business of International Aluminum is highly competitive. 
  Competition in all product lines is on the basis of price,
  service and product quality.  The manner and extent of such
  competition depends on the product being marketed and the
  relevant marketing area.  In selling its residential products to
  dealers and distributors, the Company faces competition primarily
  from numerous fabricators.  Several of the Company's major
  competitors in selling commercial products and aluminum
  extrusions are substantially larger, more diversified and have
  greater resources than the Company.
  
  
                                   - 3 -<PAGE>
<PAGE>
      The Company anticipates that expansion of its product lines
  may result in its competing with certain of its present
  customers.  While the Company cannot accurately predict the
  effect, if any, that such development will have on its business,
  the Company anticipates no material adverse effect.
  
      Since a substantial portion of the Company's business is
  connected with residential and commercial building construction,
  any significant decrease in new or remodeling construction could
  adversely affect revenues.  Experience has shown that high
  interest rates for construction financing and residential
  mortgage and home improvement loans may adversely affect
  revenues.
  
  Environmental Controls
  
      The Company's domestic aluminum extrusion, anodizing,
  painting and manufacturing facilities are subject to water and
  air pollution control standards mandated by federal, state and
  local law.  While the Company anticipates no material capital
  expenditures to meet established environmental quality control
  standards, there can be no assurance that more stringent
  standards will not be established which might require such
  expenditures.
  
  Employees
  
      As of June 30, 1995, the Company had approximately 1,900
  full-time employees.
  
  d.    FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
  
      The information concerning sales, net income and identifiable
  assets of foreign and domestic operations for fiscal years 1995,
  1994 and 1993 is set forth in Note 10 to the consolidated
  financial statements included on page 13 of the Company's 1995
  Annual Report incorporated herein by reference.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                   - 4 -<PAGE>
<PAGE> <TABLE>
  ITEM 2.  PROPERTIES
  
      The following table sets forth information concerning the
  location, size and use of the Company's present facilities:
  <CAPTION>
                                 Square
           Location             Feet (1)               Use        
  <S>                           <C>           <C>
  Building Products:
    Alhambra, California         221,000      Aluminum extrusions,
                                               foundry & finishing
    Waxahachie, Texas            273,000      Aluminum extrusions,
                                               foundry & finishing
    South Gate, California       189,000      Residential products
    Hayward, California          103,000      Residential products
    Phoenix, Arizona             100,000      Residential products
    Riverside, California         67,000      Residential products
    Vernon, California           134,000      Commercial products
    Seattle, Washington           15,000(L)   Commercial products
    Bedford Park, Illinois        81,000      Commercial products
    Boston, Massachusetts         21,000(L)   Commercial products
    Waxahachie, Texas            134,000      Commercial products
    Denver, Colorado              16,000(L)   Commercial products
    Rock Hill, South Carolina     74,000(E)   Commercial products
    Atlanta, Georgia              18,000(L)   Commercial products
    Bridgeport, New Jersey        11,000(L)   Commercial products
    Houston, Texas                57,000      Commercial products
    Dallas, Texas                 15,000      Commercial products
    Waxahachie, Texas             60,000      Commercial products
    Amsterdam, The Netherlands   165,000      Commercial and
                                               residential products
  
  Glass Products:
    South Gate, California        86,000(L)   Glass fabrication
    Rock Hill, South Carolina     84,000(E)   Glass fabrication
  
  Administration:
    Monterey Park, California     19,000(L)   Executive offices
  <FN>
  ______________________
  
  (1)  Includes manufacturing, warehouse and office space; excludes
         construction in process, parking and yard storage space.
  (E)  Indicates encumberment of real property.
  (L)  Indicates leased premises.
  
       Of the 1,943,000 square feet exhibited above, 1,757,000 square
  feet are owned by the Company.  The balance of 186,000 square feet
  is leased under agreements expiring at various dates.  The Company
  believes that its facilities are adequate for anticipated levels of
  operations.
  </TABLE>
  
                                   - 5 -<PAGE>
<PAGE>
  ITEM 3.  LEGAL PROCEEDINGS
  
       The Company has litigation pending, both offensive and
  defensive, arising from the conduct of its business, none of
  which are expected to have any material effect on the Company's
  financial position.
  
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
       No matters have been submitted to a vote of security holders
  which are required to be reported under the instructions to this
  item.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                   - 6 -<PAGE>
<PAGE>                          PART II
  
  ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
           STOCKHOLDER MATTERS
  
       The market and dividend information is included on pages 14
  and 16 of the Company's 1995 Annual Report to Shareholders and
  is incorporated herein by reference.
  
            There are no restrictions of future cash dividends.
  
       There were approximately 600 shareholders of record of the
  Company's common stock at June 30, 1995.
  
  ITEM 6.  SELECTED FINANCIAL DATA
  
       Selected financial data pertaining to the Company for the
  last five years is set forth on page 4 of the Company's 1995
  Annual Report to Shareholders and is incorporated herein by
  reference.
  
  ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS 
  
       This information is set forth on pages 2 through 5 of the
  Company's 1995 Annual Report to Shareholders and is incorporated
  herein by reference.
  
  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
            See Part IV, Item 14.
  
  ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
       There have been no disagreements which are required to be
  reported under the instructions to this item.
  
  
                               PART III
  
       The information required under Part III is contained in the
  Company's Proxy Statement for the Annual Meeting of Shareholders
  to be held October 26, 1995, which information is incorporated
  herein by reference.
  
  
  
  
  
  
  
  
  
  
                                   - 7 -<PAGE>
<PAGE>                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

                                                                     Page
(a)  1.  Financial Statements
           Consolidated Financial Statements (See Note):
             Balance sheets - June 30, 1995 and 1994
             Statements for the three years ended June 30, 1995 -
               Income
               Shareholders' equity
               Cash flows
             Notes to consolidated financial statements

     2.  Financial Statement Schedules
           Report of Independent Accountants on Financial
             Statement Schedules                                      F-1
           Schedule for the three years ended June 30, 1995 -
             II  Valuation and qualifying accounts                    F-2

     3.  Exhibits

3.  Articles of incorporation and by-laws.  This information is set
forth as Exhibits 2.2 and 2.3 to the September 9, 1977 Registration
Statement on Form S-7, and was amended by Proxy Statements dated
September 26, 1978 and September 21, 1988 furnished to shareholders
in connection with the related Annual Meeting of Shareholders held
on October 26, 1978 and October 27, 1988, respectively.  These
documents were filed by the Registrant with the Securities and
Exchange Commission and are incorporated herein by reference.

4.  Instruments defining the rights of security holders, including
indentures.  This information is set forth on page 10 of the August
1, 1968 Registration Statement on Form S-1, as amended, filed by the
Registrant with the Securities and Exchange Commission and is
incorporated herein by reference.

13.  Annual report to security holders, Form 10-Q or quarterly
report to security holders.

22.  Subsidiaries of the registrant.

23.  Consent of Price Waterhouse LLP (included on page F-1 herein).

27.  Financial Data Schedule

(b)  No reports on Form 8-K were required to be filed during the last
     quarter of 1995.


NOTE:  The consolidated statements referred to above are included in the
       1995 Annual Report to Shareholders and are incorporated herein by
       reference.  

                                    - 8 -<PAGE>
<PAGE>
<TABLE>                           SIGNATURES


   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.

                                           INTERNATIONAL ALUMINUM CORPORATION

Date:  September 21, 1995                  By:       DAVID C. TREINEN         
                                                     David C. Treinen
                                            Senior Vice President-Finance and
                                             Administration; Secretary and
                                             Chief Financial Officer


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<CAPTION>
       Signature                       Title                      Date       
<S>                        <C>                             <C>

CORNELIUS C. VANDERSTAR    Chairman of the Board and       September 21, 1995
Cornelius C. Vanderstar     Chief Executive Officer


JOHN P. CUNNINGHAM         Director; President and         September 21, 1995
John P. Cunningham          Chief Operating Officer


DAVID C. TREINEN           Director; Senior Vice           September 21, 1995
David C. Treinen            President-Finance and 
                            Administration; Secretary 
                            and Chief Financial Officer

MITCHELL K. FOGELMAN       Vice President-Controller;      September 21, 1995
Mitchell K. Fogelman        Asst. Vice President-Finance
                            and Chief Accounting Officer

HUGH E. CURRAN             Director                        September 21, 1995
Hugh E. Curran


JOEL F. McINTYRE           Director                        September 21, 1995
Joel F. McIntyre


ALEXANDER VAN DE POL       Director                        September 21, 1995
Alexander van de Pol


DONALD J. WILLFONG         Director                        September 21, 1995
Donald J. Willfong
</TABLE>
                                    - 9 -<PAGE>
  
<PAGE>         REPORT OF INDEPENDENT ACCOUNTANTS ON 
                     FINANCIAL STATEMENT SCHEDULE
  
  
  
  To the Board of Directors of
  International Aluminum Corporation
  
  
  Our audits of the consolidated financial statements referred to
  in our report dated August 17, 1995 appearing on page 15 of the
  1995 Annual Report to Shareholders of International Aluminum
  Corporation (which report and consolidated financial statements
  are incorporated by reference in this Annual Report on Form 10-K)
  also included an audit of the Financial Statement Schedule listed
  in Item 14(a)2 of this Form 10-K.  In our opinion, this Financial
  Statement Schedule presents fairly, in all material respects, the
  information set forth therein when read in conjunction with the
  related consolidated financial statements.
  
  
  
  PRICE WATERHOUSE LLP
  
  Los Angeles, California
  August 17, 1995
  
  
  
  
                                                             Exhibit 23
  
                  CONSENT OF INDEPENDENT ACCOUNTANTS
  
  
  
  We hereby consent to the incorporation by reference in the
  Registration Statement on Form S-8 (No. 33-57109) of
  International Aluminum Corporation of our report dated August 17,
  1995 appearing on page 15 of the Annual Report to Shareholders
  which is incorporated in this Annual Report on Form 10-K.  We
  also consent to the incorporation by reference of our report on
  the Financial Statement Schedule which appears on page F-1 of
  this Form 10-K.
  
  
  
  PRICE WATERHOUSE LLP
  
  Los Angeles, California
  September 21, 1995
  
  
  
                                    F-1<PAGE>
<PAGE>
<TABLE>     INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  For The Three Years Ended June 30, 1995


<CAPTION>
                    Balance at    Amounts     Amounts    Balance at
                    Beginning     Charged     Written       End
   Description       of Year     to Income      Off       of Year  
<S>                 <C>          <C>         <C>         <C>

Reserves for
 doubtful accounts

    1995              $815,000    $376,000    $418,000    $773,000

    1994               673,000     647,000     505,000     815,000

    1993               669,000     766,000     762,000     673,000


</TABLE>





























                                    F-2<PAGE>
<PAGE>              INTERNATIONAL ALUMINUM CORPORATION
                               SUBSIDIARIES



The following is a list of the significant subsidiaries of the
Registrant and the jurisdiction under which each is organized.  The
Company owns 100 percent of the voting securities of each such
subsidiary.

                                                    Jurisdiction of
              Name of Subsidiary                     Organization  


International Window Corporation                    California
International Extrusion Corporation                 California
United States Aluminum Corporation                  California
General Window Corporation*                         California
International California Glass Corporation          California
United States Aluminum Corporation-Illinois         California
International Window-Arizona, Inc.                  California
United States Aluminum Corporation-Texas            Texas
International Extrusion Corporation-Texas           California
United States Aluminum Corporation-Carolina         California
International Carolina Glass Corporation            California
Ragland Manufacturing Company, Inc.                 Texas
United States Aluminum Corporation-Northeast        California
Maestro Products, Inc.                              California
Eland-Brandt, B.V.                                  The Netherlands

______________________________________________
* dba International Window-Northern California






















                                Exhibit 22




                                                           1995

                                                           ANNUAL

                                                           REPORT










































INTERNATIONAL  ALUMINUM  CORPORATION

<PAGE>
<PAGE>
COMPANY PROFILE


INTERNATIONAL ALUMINUM CORPORATION is an integrated manufacturer and supplier
of a broad line of quality aluminum, wood, vinyl and glass products.  The
Company is headquartered in Monterey Park, California and has approximately
1,900 employees.  Operations are conducted through fourteen domestic
subsidiaries and one international subsidiary.

COMMERCIAL PRODUCTS - Curtain walls, window walls, storefront framing,
entrance doors and frames, interior doors and frames and interior glazing
systems.

RESIDENTIAL PRODUCTS - Aluminum, wood, vinyl and composite products including
horizontal sliding windows, vertical sliding windows, casement windows,
garden windows, bay and bow windows, special configuration windows, louvre
windows, patio doors, wardrobe mirror doors, tub enclosures and shower doors.

ALUMINUM EXTRUSIONS - Mill finish, anodized, painted and fabricated
extrusions.

GLASS PRODUCTS -  Innovative store display systems.  Fabrication, tempering
and etching of flat glass.  Distinctive lines of glass furniture.










TABLE OF CONTENTS


Financial Highlights
Letter to Shareholders
Selected Financial Data
Management's Discussion and Analysis of Financial
  Condition and Results of Operations
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Quarterly Stock Information
Report of Independent Accountants
Corporate Information
List of Subsidiaries
<PAGE>
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
Fiscal Years Ended June 30, 1995, 1994 and 1993                                                         

<CAPTION>
                                                              1995             1994             1993    
<S>                                                       <C>              <C>              <C>
Net sales                                                 $210,906,000     $174,773,000     $152,195,000

Income from operations                                    $ 22,034,000     $ 11,128,000     $  4,148,000

Net income                                                $ 13,502,000     $  8,795,000     $  3,602,000



Per Share Data:

   Net income                                                    $3.18            $2.08            $ .85

   Dividends                                                     $1.00            $1.00            $1.00



Stock Information At Year End:

   Book value                                                   $26.75           $24.45           $23.44

   Stock price                                                  $31 3/4          $24 1/8          $23 1/4

   Price-Earnings ratio                                           10.0             11.6             27.4

</TABLE>
<PAGE>
  <PAGE>
  TO OUR SHAREHOLDERS                                                      
  
  Taken as a whole, fiscal 1995 reflected a continuation of the accelerated
  improvement begun in 1994.  Construction activity and resultant market demand
  for our products continued to improve throughout the United States with the
  notable exception of our home markets in California.  Our stated 1995 goal
  of returning our California residential operations to their prior levels of
  income contribution was not met.  This was due in large measure to the
  continuation of sluggish homebuilding activity as well as an accelerating
  market trend away from aluminum window and door products in favor of other
  materials.  Notwithstanding the above, 1995 was all in all a good year.  On
  a sales increase of 21 percent, our pretax income from operations essentially
  doubled from $11.1 million to $22.0 million.  As you may recall, last year's
  reported net income was inflated from $1.74 per share to $2.08 by the
  adoption of a mandated accounting change.
  
  Improved performances from both our California and Texas aluminum extrusion
  and finishing plants made a major contribution to increased consolidated
  income.  For most of the year, both operated at near capacity and benefited
  from a runup in aluminum ingot prices which allowed eroded margins to be
  largely restored.  In anticipation of continued growth, we have made an
  additional investment in Texas of nearly $5 million for a fourth extrusion
  press with state of the art handling equipment, additional plant and a
  complete rebuilding of our older anodizing line.
  
  The resurgence of our Commercial Products Group, particularly in the East,
  continued during the past year.  In addition to our four manufacturing
  plants, we now have five satellite storefront warehouse facilities in place,
  another in the process of opening and two more planned for the coming year. 
  A major reason for the added investment at our extrusion plant in Texas is
  to enable us to handle the anticipated increase in volume generated by U.S.
  Aluminum's more complete geographical coverage.
  
  As mentioned earlier, the lackluster recovery of our two California
  residential products plants is a major concern.  We have made some
  significant organizational changes and are on the threshold of several
  product line introductions in order to better cope with rapidly changing
  customer demands in our residential markets.  We are making major investments
  in automated vinyl window and door manufacturing equipment and will shortly
  be entering the market in both northern and southern California with the
  intention of becoming the foremost supplier of not only aluminum products but
  vinyl as well.
  
    <PAGE>
  <PAGE>
  Results posted by our two glass fabricating companies were mixed. 
  International California Glass again showed marked improvement from last
  year.  However, its sister company in South Carolina, while still profitable,
  was down in both sales volume and income.  California has succeeded in
  redirecting its market efforts more rapidly toward the display industry than
  has Carolina which has historically been far more dependent on furniture.
  
  Even though its venture with Mitsubishi Kasei into the "clean room" business
  turned out to be far less than a success, Ragland Manufacturing in Houston
  posted both increased sales and improved earnings from its core business of
  supplying commercial interior door frames and wall systems.  We are presently
  considering several options to broaden the scope of its activities in the
  office interior market.
  
  Due primarily to a sharp decline in volume from what had been a major
  customer in the Far East, our overall export volume was down the past year. 
  Also the financial debacle in Mexico effectively halted what had been a
  growing volume of business from that country.  Eland-Brandt in Amsterdam had
  yet another poor year.  We are presently weighing our alternatives relative
  to our continued involvement in the European market.
  
  The Company's financial condition remains stronger than ever.  At yearend,
  shareholders' equity had increased to $113.8 million while working capital
  stood at $68.4 million.  Long-term debt had declined to only $542,000 and our
  current ratio was a healthy 4.6 to 1.  Capital investment was particularly
  heavy this past twelve months and totalled nearly $12 million.  Major
  expenditures included the previously mentioned $5 million at our Texas
  extrusion plant, the construction of a new 100,000 square foot plant for
  International Window-Arizona and the purchase of a 70,000 square foot
  manufacturing facility for Maestro Products.
  
  
  
  
  CORNELIUS C. VANDERSTAR                         JOHN P. CUNNINGHAM
  
  Cornelius C. Vanderstar                         John P. Cunningham
  Chairman                                        President
  
    September 1, 1995<PAGE>
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA

<CAPTION>
     Year Ended June 30            1995            1994            1993            1992            1991    
<S>                            <C>             <C>             <C>             <C>             <C>
Sales and Earnings -
  Building products
    Commercial                 $ 87,002,000    $ 66,843,000    $ 60,340,000    $ 62,179,000    $ 73,552,000
    Residential                  53,108,000      52,081,000      49,308,000      52,696,000      55,749,000
    Extrusions                   53,747,000      38,616,000      28,585,000      28,963,000      30,397,000
                                193,857,000     157,540,000     138,233,000     143,838,000     159,698,000
  Glass products                 17,049,000      17,233,000      13,962,000      14,485,000      14,657,000
Total net sales                $210,906,000    $174,773,000    $152,195,000    $158,323,000    $174,355,000

Income before
  accounting change            $ 13,502,000    $  7,365,000    $  3,602,000    $    876,000    $  6,243,000
Accounting change                                 1,430,000                                                
Net income                     $ 13,502,000    $  8,795,000    $  3,602,000    $    876,000    $  6,243,000

Per share:
  Income before
    accounting change                 $3.18           $1.74           $ .85           $ .21           $1.46
  Accounting change                                     .34                                                
  Net income                          $3.18           $2.08           $ .85           $ .21           $1.46

  Dividends declared                  $1.00           $1.00           $1.00           $1.00           $1.00

  Average shares outstanding      4,240,371       4,226,733       4,219,401       4,211,372       4,269,819

Financial Data at Year End -
  Working capital              $ 68,395,000    $ 63,452,000    $ 61,447,000    $ 61,044,000    $ 61,655,000
  Total assets                  138,104,000     129,030,000     123,938,000     122,286,000     129,377,000
  Long-term debt                    542,000       1,103,000       1,665,000       2,226,000       2,787,000
  Shareholders' equity          113,771,000     103,435,000      98,947,000      99,427,000     102,188,000
</TABLE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Significant Changes in Results of Operations
1995 vs. 1994
Net sales for fiscal 1995 increased by $36,133,000
or 20.7% from net sales of fiscal 1994.  The entire
increase results from increased domestic sales
activity where significant increases were posted by
the Commercial Products Group and the Aluminum
Extrusion Group.  Sales of commercial products
increased 30.1% reflecting the increased demand for
the Company's products in the southwestern and
eastern regions of the United States.  The Aluminum
Extrusion Group sales increased 39.2% reflecting
both significantly higher selling prices related to
the dramatic rise in aluminum costs and
substantially increased volume of sales into the
southwestern states marketing area.

Cost of sales decreased to 67.8% of sales in 1995 as
compared with 70.8% in 1994.  This decrease is
primarily attributable to decreases in labor and
overhead cost percentages in the Aluminum Extrusion
Group resulting from rising prices and increased
volume.  These increases were offset during the
second half of the year by increased material costs.

Selling, general and administrative expenses were
21.8% of sales in 1995 as compared with 22.8% in
1994.  Expenses in the current year have risen by
$6,010,000 primarily associated with the increased
volumes of business.  

The increase in investment income relates to
increases in the market values of interest rate
sensitive securities during the year.

1994 vs. 1993
Fiscal year 1994 net sales increased by $22,578,000
or 14.8% from the fiscal year 1993 level.  This
increase is comprised of a $24,165,000 increase in
domestic sales which was offset by a $1,587,000
decrease in foreign sales.  The domestic sales
increase reflects improvements posted by each of the
Company's domestic product groups.  The most
significant domestic increases were posted by the
Aluminum Extrusion Group and the Commercial Products
Group which reflect the upswing in activity in the
manufacturing and commercial construction segments
of the economy.

Gross profit was 29.2% of sales in 1994 as compared
with 27.9% in 1993, primarily reflecting the
production cost efficiencies in the Aluminum
Extrusion and Commercial Products lines resulting
from significantly increased volume.  This increase
was offset by increases in production costs at the
two California residential products companies
necessitated by the introduction of a new line of
more energy efficient products required to meet
stringent energy standards mandated by the
California Energy Commission.

Selling, general and administrative expenses were
22.8% of sales in 1994 as compared with 25.2% in
1993.  Expenses in the current year have risen by
$1,548,000 primarily due to additional distribution
costs associated with the increased volumes of
business.  

The decrease in investment income relates to
significant decreases in the market values of
interest rate sensitive securities during the year.

Inflation
Because the Company's products are predominately
made-to-order, the impact of inflation on operating
results is typically not significant. The Company
attempts to alleviate inflationary pressures by
increasing selling prices to help offset rising
costs (subject to competitive conditions),
increasing productivity and improving design. 

Liquidity and Capital Resources
Working capital at June 30, 1995 was $68,395,000, 
an increase of $4,943,000 over the June 30, 1994
level and an increase of $6,948,000 over the
June 30, 1993 level.  The ratio of current assets to
current liabilities was 4.6 at the end of 1995
compared to 4.2 at the end of 1994 and 4.6 at the
end of 1993.  The Company continues to be in
excellent position to meet its short-term operating
and discretionary cash requirements.  Funds in
excess of current operating requirements are
invested in marketable securities and short-term
interest-bearing instruments.

Capital expenditures for property, plant and
equipment of approximately $11,886,000 in 1995,
$4,559,000 in 1994 and $3,479,000 in 1993 were
financed through internal cash flow.  The Company's
projected capital expenditures for fiscal 1996
include $3,000,000  for scheduled expansion of
production capacity in addition to the normal annual
expenditures for replacement items.  The Company
anticipates financing these expenditures through
internal cash flow.

The Company had $10,000,000 in available credit at
the end of 1995 under a short-term borrowing
arrangement with a bank.

The Company's financial condition remains strong. 
The Company believes that its cash, other liquid
assets, operating cash flows and borrowing capacity
taken together provide more than adequate resources
to fund ongoing operating requirements and future
capital expenditures related to the expansion of
existing businesses.<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
June 30, 1995 and 1994                                                                                      

<CAPTION>
Assets                                                                        1995                  1994    
<S>                                                                       <C>                   <C>   
Current assets:
  Cash and cash equivalents                                               $  3,550,000          $  6,413,000
  Investments                                                                2,213,000             9,287,000
  Accounts receivable, less reserve of
    $773,000 in 1995 and $815,000 in 1994                                   34,877,000            34,715,000
  Unbilled receivables                                                       1,222,000             1,055,000
  Inventories                                                               41,773,000            28,741,000
  Prepaid expenses                                                           2,060,000             1,580,000
  Future income tax benefits                                                 1,596,000             1,326,000
       Total current assets                                                 87,291,000            83,117,000




Property, plant and equipment, at cost:
  Land                                                                       8,195,000             7,252,000
  Buildings and improvements                                                29,374,000            27,915,000
  Machinery and equipment                                                   56,080,000            52,754,000
  Construction in process                                                    3,763,000                      
                                                                            97,412,000            87,921,000
  Accumulated depreciation                                                 (52,567,000)          (48,133,000)
                                                                            44,845,000            39,788,000






Other assets:
  Costs in excess of net assets of purchased businesses                      4,839,000             4,972,000
  Other                                                                      1,129,000             1,153,000
                                                                             5,968,000             6,125,000
                                                                          $138,104,000          $129,030,000


<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
June 30, 1995 and 1994                                                                                      

<CAPTION>
Liabilities and Shareholders' Equity                                          1995                  1994    
<S>                                                                       <C>                   <C>
Current liabilities:
  Accounts payable                                                        $  7,820,000          $  8,449,000
  Accrued liabilities                                                        9,555,000             8,877,000
  Current portion of long-term debt                                            423,000               562,000
  Income taxes payable                                                       1,098,000             1,777,000
       Total current liabilities                                            18,896,000            19,665,000

Long-term debt                                                                 542,000             1,103,000

Other liabilities:
  Deferred income taxes                                                      4,496,000             4,466,000
  Other                                                                        399,000               361,000
                                                                             4,895,000             4,827,000

Commitments (Note 7)


Shareholders' equity:
  Capital Stock -
    Preferred, $10.00 par value -
      Authorized - 500,000 shares
      Outstanding - none
    Common, $1.00 par value -
      Authorized - 10,000,000 shares
      Outstanding - 4,252,789 shares in 1995
         and 4,230,780 shares in 1994                                        4,726,000             4,704,000
  Paid-in capital                                                            3,612,000             3,359,000
  Retained earnings, including cumulative
    translation adjustment of $3,029,000
    in 1995 and $2,228,000 in 1994                                         105,433,000            95,372,000
                                                                           113,771,000           103,435,000
                                                                          $138,104,000          $129,030,000
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
For the years ended June 30, 1995, 1994 and 1993                                                            

<CAPTION>
                                                                  1995             1994             1993    
<S>                                                           <C>              <C>              <C>
Net sales                                                     $210,906,000     $174,773,000     $152,195,000
Cost of sales                                                  142,942,000      123,725,000      109,675,000
   Gross profit                                                 67,964,000       51,048,000       42,520,000
Selling, general and administrative expenses                    45,930,000       39,920,000       38,372,000
   Income from operations                                       22,034,000       11,128,000        4,148,000
Investment income                                                  580,000          479,000        1,428,000
Interest expense                                                  ( 92,000)        (102,000)        (134,000)
   Income before income taxes and cumulative effect of
      accounting change                                         22,522,000       11,505,000        5,442,000
Provision for income taxes                                       9,020,000        4,140,000        1,840,000
   Income before cumulative effect of accounting change         13,502,000        7,365,000        3,602,000
Cumulative effect of accounting change for income taxes                           1,430,000                 
Net income                                                    $ 13,502,000     $  8,795,000     $  3,602,000

Earnings per share:
   Income before cumulative effect of accounting change              $3.18            $1.74            $ .85
   Cumulative effect of accounting change                                               .34                 
   Net income                                                        $3.18            $2.08            $ .85
/TABLE
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended June 30, 1995, 1994 and 1993                                                            

<CAPTION>
                                            Common Stock      
                                        Number                     Paid-in        Retained
                                       of Shares      Amount       Capital        Earnings          Total   
<S>                                    <C>          <C>           <C>           <C>             <C>
Balance, June 30, 1992                 4,218,423    $4,692,000    $3,207,000    $ 91,528,000    $ 99,427,000
   Exercise of stock options               2,040         2,000        23,000                          25,000
   Translation adjustment                                                            113,000         113,000
   Cash dividends                                                                 (4,220,000)     (4,220,000)
   Net income                                                                      3,602,000       3,602,000
Balance, June 30, 1993                 4,220,463     4,694,000     3,230,000      91,023,000      98,947,000
   Exercise of stock options              10,317        10,000       129,000                         139,000
   Translation adjustment                                                           (218,000)       (218,000)
   Cash dividends                                                                 (4,228,000)     (4,228,000)
   Net income                                                                      8,795,000       8,795,000
Balance, June 30, 1994                 4,230,780     4,704,000     3,359,000      95,372,000     103,435,000
   Exercise of stock options              22,009        22,000       253,000                         275,000
   Translation adjustment                                                            801,000         801,000
   Cash dividends                                                                 (4,242,000)     (4,242,000)
   Net income                                                                     13,502,000      13,502,000
Balance, June 30, 1995                 4,252,789    $4,726,000    $3,612,000    $105,433,000    $113,771,000


<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 1995, 1994 and 1993                                                            

<CAPTION>
                                                                 1995              1994              1993   
<S>                                                          <C>               <C>               <C>
Cash flows from operating activities:
   Net income                                                $13,502,000       $ 8,795,000       $ 3,602,000
   Adjustments for noncash transactions:
     Depreciation and amortization                             4,793,000         4,696,000         4,607,000
     Change in deferred income taxes                            (240,000)         (699,000)          (94,000)
     Change in accounting for income taxes                                      (1,430,000)
   Changes in assets and liabilities:
     Receivables                                                 261,000        (4,883,000)          743,000 
     Inventories                                             (12,844,000)       (2,846,000)       (1,552,000)
     Prepaid expenses and other                                 (419,000)       (1,020,000)           40,000
     Accounts payable                                           (859,000)          646,000         1,842,000
     Accrued liabilities and other                               539,000           221,000         1,265,000
     Income taxes payable                                       (670,000)        1,871,000          (293,000)
     Net cash provided by operating activities                 4,063,000         5,351,000        10,160,000 

Cash flows from investing activities:
   Capital expenditures                                      (11,886,000)       (4,559,000)       (3,479,000)
   Proceeds from sales of capital assets                       2,530,000           170,000           317,000
   Changes in investments                                      7,074,000          (446,000)       (2,760,000)
     Net cash used in investing activities                    (2,282,000)       (4,835,000)       (5,922,000)

Cash flows from financing activities:
   Repayment of long-term debt                                  (700,000)         (422,000)         (700,000)
   Exercise of stock options                                     275,000           139,000            25,000
   Dividends paid to shareholders                             (4,242,000)       (4,228,000)       (4,220,000)
     Net cash used in financing activities                    (4,667,000)       (4,511,000)       (4,895,000)

Effect of exchange rate changes on cash                           23,000            (5,000)         (100,000)
Net change in cash and cash equivalents                       (2,863,000)       (4,000,000)         (757,000)
Cash and cash equivalents at beginning of year                 6,413,000        10,413,000        11,170,000
Cash and cash equivalents at end of year                     $ 3,550,000       $ 6,413,000       $10,413,000


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Significant accounting policies and procedures -

(a)  Principles of consolidation

The accompanying consolidated financial statements include the accounts of
the Company and all its domestic and foreign subsidiaries.  All significant
intercompany transactions and accounts have been eliminated in consolidation. 
To expedite reporting, the Company follows the practice of consolidating its
foreign subsidiary using a year ending one month prior to the June 30th year
end of its domestic subsidiaries.

(b)  Cash, cash equivalents and investments

Cash and cash equivalents include cash on hand and marketable securities with
original maturities of three months or less.

Investments include preferred stocks which are classified as trading
securities but are not considered to be cash equivalents as they are
susceptible to significant market value changes.  Investment income includes
unrealized holding gains/(losses) of $8,000 in 1995, ($581,000) in 1994 and
$487,000 in 1993.

(c)  Long-term contracts

Certain sales of the Company's Netherlands subsidiary, Eland- Brandt, B.V.,
are made under contracts covering extended periods of time.  These contracts
are accounted for by the percentage-of-completion method on the basis of
total costs of shipments compared to total estimated costs.  Costs and
estimated earnings in excess of billings on uncompleted contracts are
classified as "Unbilled receivables".  It is anticipated that all such
receivables will be collected within one year.

(d)  Inventories

Inventories, stated at the lower of cost (first-in, first-out) or market, are
summarized as follows:

                                                    1995            1994   
Raw materials                                   $31,002,000     $21,415,000
Work in process                                   3,463,000       2,332,000
Finished goods                                    7,308,000       4,994,000
                                                $41,773,000     $28,741,000


(e)  Depreciation and amortization policies

Depreciation and amortization are provided over the estimated useful lives of
the assets or the remaining terms of the leases, whichever is shorter, using
the straight-line method for financial reporting purposes and accelerated
methods for tax purposes.

The excess of the purchase price over the underlying book value of the
companies acquired is classified as "Costs in excess of net assets of
purchased businesses."  The related amounts of $6,095,000 are generally being
amortized using the straight-line method over periods of up to forty years. 
Accumulated amortization totalled $1,256,000 at June 30, 1995 and $1,123,000
at June 30, 1994.


Note 2.  Earnings per common share -

Earnings per share are based upon the weighted average number of common and
common equivalent shares outstanding during the year.  Common equivalent
shares are excluded from the computation in the periods in which they have an
antidilutive effect.  Earnings per share have been computed based upon
4,240,371 shares in 1995, 4,226,733 shares in 1994 and 4,219,401 shares in
1993.


Note 3.  Statement of Cash Flows - 

Cash payments for interest were $181,000 in 1995, $81,000 in 1994 and
$168,000 in 1993.  Cash payments for income taxes were $9,876,000 in 1995,
$2,957,000 in 1994 and $2,214,000 in 1993.


Note 4.  Short-term debt and line of credit - 

The Company has a loan agreement with a domestic bank providing for a
$10,000,000 unsecured short-term line of credit at 55 basis points below the
bank's prevailing prime interest rate (8.45 percent at June 30, 1995).  There
was no amount outstanding under the agreement at June 30, 1995.










Note 5.  Accrued liabilities -

Components of accrued liabilities at June 30, 1995 and 1994 are:

                                                     1995           1994   
Wages and compensated absences                    $4,515,000     $4,666,000
Taxes, other than income taxes                     1,281,000      1,411,000
Insurance                                          1,151,000        752,000
Dividends                                          1,063,000      1,058,000
Other                                              1,545,000        990,000
                                                  $9,555,000     $8,877,000

Note 6.  Long-term debt -

Long-term debt consists primarily of an Industrial Development Revenue Bond
that financed the development of two plant facilities in Rock Hill, South
Carolina.  The bond is secured by first mortgage liens on the two properties. 
Interest payments, at 73% of the floating prime rate, and principal
installments of $138,000 are paid quarterly.

Future payments due on the long-term debt total $423,000 for 1996 and
$542,000 for 1997.


Note 7.  Commitments -

The Company is committed under lease agreements expiring at various dates to
1998.  Certain of the leases have renewal options for periods ranging from
two to ten years and others provide for rent revisions at various dates. 
Under the leases the Company is obligated to pay property taxes, insurance
and maintenance.  All facility leases are classified as operating leases.

Real property rental expense for the three years ended June 30, 1995 was
$705,000 in 1995, $645,000 in 1994 and $606,000 in 1993.  Real property
rental commitments for the next three fiscal years are $666,000 in 1996,
$613,000 in 1997 and $550,000 in 1998.

Note 8.  Stock options -

At June 30, 1995 there were 543,414 common shares reserved and available for
issuance to certain executive and managerial employees under the Company's
Stock Option Plans.  All options outstanding under the plans are immediately
exercisable and expire in fiscal year 1998.

At June 30, 1995 there were 43,414 incentive stock options outstanding. 
Payment upon exercise may be either cash or the delivery of Company common
stock of equivalent value.  Shares surrendered by optionees (7,253 shares in
1995 and 2,133 in 1994) are immediately retired.

The transactions for shares under options for the two years ended June 30,
1995 were:

                                                 Option price     Number of
                                                   per share        shares 
Outstanding, June 30, 1993                          $15.38          85,126
   Exercised                                         15.38         (12,450)
Outstanding, June 30, 1994                           15.38          72,676
   Exercised                                         15.38         (29,262)
Outstanding, June 30, 1995                          $15.38          43,414 


Note 9. Income taxes -

In July 1993, the Company adopted Statement of Financial Accounting Standards
No. 109 (FAS 109), Accounting for Income Taxes.  The adoption of FAS 109
changed the Company's method of accounting for income taxes from the deferral
method to an asset and liability approach which requires the recognition of
deferred tax liabilities and assets for the expected future consequences of
temporary differences between the carrying amounts for financial reporting
purposes and the tax bases of assets and liabilities.  As of July 1, 1993,
the Company recorded a tax benefit of $1,430,000 or $.34 per share, which
represented the net decrease to the deferred tax liability as of that date. 
This amount was reflected in fiscal year 1994 net income as the cumulative
effect of a change in accounting principle.
<TABLE>
The components of income before United States and foreign income taxes are:
<CAPTION>
                                                                  1995            1994           1993   
<S>                                                           <C>             <C>             <C>
Domestic                                                      $23,290,000     $12,210,000     $6,624,000
Foreign                                                          (768,000)       (705,000)    (1,182,000)
                                                              $22,522,000     $11,505,000     $5,442,000


The provision for income taxes is comprised of the following:
                                                                  1995            1994           1993   
Current -
   Federal                                                    $ 8,055,000     $ 4,142,000     $1,978,000
   State                                                        1,205,000         770,000        333,000
   Foreign                                                                        (73,000)      (377,000)
                                                                9,260,000       4,839,000      1,934,000
Deferred -
   Federal                                                       (220,000)       (588,000)       (70,000)
   State                                                          (20,000)        (73,000)        20,000
   Foreign                                                                        (38,000)       (44,000)
                                                                 (240,000)       (699,000)       (94,000)
                                                              $ 9,020,000     $ 4,140,000     $1,840,000


A reconciliation between the provisions for income taxes, computed by applying the Federal statutory rate
to income before taxes, and the book provisions for income taxes follows:

                                                                  1995            1994           1993   
Taxes on book income at statutory rate                        $ 7,883,000     $ 3,912,000     $1,850,000
Increases (decreases) resulting from:
   State income taxes, net of Federal income tax benefit          770,000         460,000        233,000
   Dividend exclusion                                             (98,000)       (195,000)      (134,000)
   Other                                                          465,000         (37,000)      (109,000)
Provision for income taxes                                    $ 9,020,000     $ 4,140,000     $1,840,000
</TABLE>
<TABLE>
Deferred income taxes result from temporary differences in the recognition of income and expenses for tax
and financial statement purposes.  The tax effects of the significant temporary differences which comprise
the deferred tax assets and liabilities at yearend are as follows: 
<CAPTION>
                                                                                  1995           1994   
<S>                                                                            <C>            <C>
Accounts receivable                                                            $  312,000     $  316,000
Inventory                                                                         445,000        309,000
Accrued liabilities                                                               653,000        623,000
Other                                                                             186,000         78,000
   Net deferred tax asset                                                      $1,596,000     $1,326,000

Property, plant and equipment                                                  $4,387,000     $4,389,000
Other                                                                             109,000         77,000
   Net deferred tax liability                                                  $4,496,000     $4,466,000
<FN>
No provision for U.S. taxes has been made for undistributed earnings of foreign subsidiaries since it is
expected that the major portion of such earnings will continue to be reinvested for an indefinite period of
time.
</TABLE>
<TABLE>
Note 10.  Segment and geographical information -

The Company is a vertically integrated manufacturer of building products with international operations in
The Netherlands.
<CAPTION>
Sales, net income and identifiable assets for domestic and foreign operations for the last three years are
as follows:
                                                              1995             1994             1993    
<S>                                                       <C>              <C>              <C>
Sales:
  United States                                           $199,114,000     $163,238,000     $139,073,000
  Foreign                                                   11,792,000       11,535,000       13,122,000
                                                          $210,906,000     $174,773,000     $152,195,000

Net income:
  United States                                           $ 14,270,000     $  9,390,000     $  4,360,000
  Foreign                                                     (768,000)        (595,000)        (758,000)
                                                          $ 13,502,000     $  8,795,000     $  3,602,000

Identifiable assets:
  United States                                           $129,934,000     $121,127,000     $114,799,000
  Foreign                                                    8,170,000        7,903,000        9,139,000
                                                          $138,104,000     $129,030,000     $123,938,000
<FN>
The Company's equity investment in its consolidated foreign subsidiary was $5,288,000 at June 30, 1995.
</TABLE>
<TABLE>
Note 11.  Unaudited quarterly financial information - 

Quarterly financial information for the fiscal years ended June 30, 1995 and 1994 is summarized as follows:
<CAPTION>
                               First          Second           Third          Fourth           Fiscal   
                              Quarter         Quarter         Quarter         Quarter           Year    
<S>                         <C>             <C>             <C>             <C>             <C>
1995
Net sales                   $51,763,000     $52,992,000     $53,966,000     $52,185,000     $210,906,000
Cost of sales                34,934,000      35,803,000      35,982,000      36,223,000      142,942,000
Net income                    3,609,000       3,310,000       3,311,000       3,272,000       13,502,000
Earnings per share                  .85             .78             .78             .77             3.18

1994
Net sales                   $42,132,000     $44,539,000     $40,426,000     $47,676,000     $174,773,000
Cost of sales                30,853,000      32,281,000      27,857,000      32,734,000      123,725,000
Net income                    2,629,000       1,526,000       1,528,000       3,112,000        8,795,000
Earnings per share                  .62             .36             .36             .74             2.08

<FN>
During the first quarter of fiscal 1994, the Company adopted Statement of Financial Accounting Standards 
No. 109 - Accounting for Income Taxes which increased net income by $1,430,000 or $.34 per share.

During the third quarter of fiscal 1994, the Company sold its International Aluminum, S. de R.L. de C.V.
subsidiary.  This operation, which was located in Tijuana, Mexico, was sold for its approximate net book
carrying value.
</TABLE>








<TABLE>
QUARTERLY STOCK INFORMATION

<CAPTION>
                                            1995                                     1994               
                                High         Low       Dividend          High         Low       Dividend
<S>                            <C>         <C>         <C>              <C>         <C>         <C>
First Quarter                  $29 5/8     $24 1/8       $ .25          $24 1/2     $22 1/8       $ .25 
Second Quarter                  31 1/4      27             .25           24 3/8      21 5/8         .25 
Third Quarter                   33 1/4      29 3/8         .25           28          23 5/8         .25 
Fourth Quarter                  36 3/4      31 3/4         .25           26 3/4      23 7/8         .25 
Year                           $36 3/4     $24 1/8       $1.00          $28         $21 5/8       $1.00 
/TABLE
<PAGE>
<PAGE>
       REPORT OF INDEPENDENT ACCOUNTANTS
       
       
                                                                 P
       PRICE WATERHOUSE LLP                                      W
       
       
       
       To the Board of Directors and Shareholders of
       International Aluminum Corporation
       
       
       In our opinion, the accompanying consolidated balance sheets
       and the related consolidated statements of income,
       shareholders' equity and cash flows present fairly, in all
       material respects, the financial position of International
       Aluminum Corporation and its subsidiaries at June 30, 1995 and
       1994, and the results of their operations and their cash flows
       for each of the three years in the period ended June 30, 1995,
       in conformity with generally accepted accounting principles. 
       These financial statements are the responsibility of the
       Company's management; our responsibility is to express an
       opinion on these financial statements based on our audits.  We
       conducted our audits of these statements in accordance with
       generally accepted auditing standards which require that we
       plan and perform the audit to obtain reasonable assurance
       about whether the financial statements are free of material
       misstatement.  An audit includes examining, on a test basis,
       evidence supporting the amounts and disclosures in the
       financial statements, assessing the accounting principles used
       and significant estimates made by management, and evaluating
       the overall financial statement presentation.  We believe that
       our audits provide a reasonable basis for the opinion
       expressed above.
       
       As discussed in Note 9 to the consolidated financial
       statements, the Company changed its method of accounting for
       income taxes during the year ended June 30, 1994.
       
       
       PRICE WATERHOUSE LLP
       
       400 South Hope Street
       Los Angeles, CA 90071-2889
       August 17, 1995
              <PAGE>
<PAGE>
<TABLE>
CORPORATE INFORMATION
<CAPTION>
DIRECTORS                                                  OFFICERS
<S>                                                        <C>
Cornelius C. Vanderstar                                    John P. Cunningham
Chairman of the Board                                      President

John P. Cunningham                                         David C. Treinen
                                                           Senior Vice President - Finance and
David C. Treinen                                           Administration; Secretary
                                                           
Hugh E. Curran                                             Ronald L. Rudy 
Retired Vice President - Sales of                          Senior Vice President - Operations
International Aluminum Corporation
                                                           Mitchell K. Fogelman
Joel F. McIntyre                                           Vice President - Controller;
Senior Partner in the Law Firm of                          Asst. Vice President - Finance
McIntyre, Lubeck, Borges & Burns
                                                           Michael S. Snodgrass
Alexander van de Pol                                       Vice President - Human Resources
Retired President and                                
Chairman of the Board of                                   Roland A. Young
Commonwealth Metals-Pacific                                Treasurer; Assistant Secretary

Donald J. Willfong
Executive Vice President of
Sutro & Co.                                                



STOCK TRANSFER AGENT AND REGISTRAR

Continental Stock Transfer & Trust Company
2 Broadway
New York, N.Y.  10004
(212) 509-4000


                                                           ANNUAL SHAREHOLDERS MEETING
STOCK EXCHANGE LISTINGS
                                                           2 p.m., Thursday, October 26, 1995
New York Stock Exchange                                    International Aluminum Corporation
Pacific Stock Exchange                                     767 Monterey Pass Road
Trading Symbol - IAL                                       Monterey Park, California 91754
/TABLE
<PAGE>
<PAGE> 
<TABLE>
SUBSIDIARIES BY PRODUCT GROUP
<CAPTION>
COMMERCIAL -                                               RESIDENTIAL -
<S>                                                        <C>
United States Aluminum Corporation                         International Window Corporation
   Vernon, California                                         South Gate, California
   Seattle, Washington
                                                           International Window-Northern California
United States Aluminum Corporation-Illinois                   Hayward, California
   Bedford Park, Illinois                                  
   Boston, Massachusetts                                   International Window-Arizona, Inc.
                                                              Phoenix, Arizona
United States Aluminum Corporation-Texas                   
   Waxahachie, Texas                                       Maestro Products, Inc.
   Denver, Colorado                                           Riverside, California
   Houston, Texas
                                                           Eland-Brandt, B.V.
United States Aluminum Corporation-Carolina                   Amsterdam, The Netherlands
   Rock Hill, South Carolina                               
   Atlanta, Georgia
                                                           
United States Aluminum Corporation-Northeast               
   Bridgeport, New Jersey                                  

Ragland Manufacturing Company, Inc.                  
   Houston, Texas                                    
   Dallas, Texas
   Waxahachie, Texas


ALUMINUM EXTRUSIONS -                                      GLASS -

International Extrusion Corporation                        International California Glass Corporation
   Alhambra, California                                       South Gate, California

International Extrusion Corporation-Texas                  International Carolina Glass Corporation
   Waxahachie, Texas                                          Rock Hill, South Carolina

</TABLE>



International Aluminum Corporation
767 Monterey Pass Road
Monterey Park, California 91754
(213) 264-1670 <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                            3550
<SECURITIES>                                      2213
<RECEIVABLES>                                    36099
<ALLOWANCES>                                         0
<INVENTORY>                                      41773
<CURRENT-ASSETS>                                 87291
<PP&E>                                           97412
<DEPRECIATION>                                   52567
<TOTAL-ASSETS>                                  138104
<CURRENT-LIABILITIES>                            18896
<BONDS>                                            542
<COMMON>                                          8338
                                0
                                          0
<OTHER-SE>                                      105433
<TOTAL-LIABILITY-AND-EQUITY>                    138104
<SALES>                                         210906
<TOTAL-REVENUES>                                210906
<CGS>                                           142942
<TOTAL-COSTS>                                   188872
<OTHER-EXPENSES>                                 (488)
<LOSS-PROVISION>                                   376
<INTEREST-EXPENSE>                                  92
<INCOME-PRETAX>                                  22522
<INCOME-TAX>                                      9020
<INCOME-CONTINUING>                              13502
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     13502
<EPS-PRIMARY>                                     3.18
<EPS-DILUTED>                                        0
        

</TABLE>


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