INTERNATIONAL ALUMINUM CORP
10-K405, 1996-09-23
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, 1996         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 10, 1996 there were 4,260,180 shares of Registrant's Common
Stock outstanding.  The aggregate market value of shares held by non-
affiliates was $58,646,408 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, 1996
is incorporated by reference into Parts I and II.

Registrant's Proxy Statement dated September 19, 1996 for the Annual Meeting
of Shareholders to be held on October 31, 1996 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 1996 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 four 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 1996 approximately 53% 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 products primarily to
  mass merchandisers, independent dealers and distributors, with
  whom the Company has no long-term contracts.  Commercial building
  products are marketed primarily to glazing and tenant improvement
  contractors.  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 1996,
  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.
  
  
  
  
  
  
  
  
                                   - 2 -<PAGE>
<PAGE>
  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.
  
      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.
  
  
  
  
  
                                   - 3 -<PAGE>
<PAGE>
  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
  mass merchandisers, 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.
  
      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, 1996, the Company had approximately 2,000
  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 1996,
  1995 and 1994 is set forth in Note 9 to the consolidated
  financial statements included on page 13 of the Company's 1996
  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            272,000      Aluminum extrusions,
                                               foundry & finishing
    South Gate, California       189,000      Residential products
    Hayward, California          103,000      Residential products
    Phoenix, Arizona             100,000      Residential products
    Moreno Valley, California     67,000      Residential products
    Vernon, California           134,000      Commercial products
    Hayward, California           14,000(L)   Commercial products
    Seattle, Washington           15,000(L)   Commercial products
    Bedford Park, Illinois        81,000      Commercial products
    Baltimore, Maryland           16,000(L)   Commercial products
    Boston, Massachusetts         21,000(L)   Commercial products
    Waxahachie, Texas            159,000      Commercial products
    Denver, Colorado              16,000(L)   Commercial products
    Dallas, Texas                 17,000(L)   Commercial products
    Rock Hill, South Carolina     74,000      Commercial products
    Orlando, Florida              14,000(L)   Commercial products
    Atlanta, Georgia              18,000(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        65,000(L)   Glass fabrication
    Rock Hill, South Carolina     84,000      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.
  (L)  Indicates leased premises.
  
       Of the 1,996,000 square feet exhibited above, 1,781,000 square
  feet are owned by the Company.  The balance of 215,000 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 1996 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, 1996.
  
  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 1996
  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 1996 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 31, 1996, 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, 1996 and 1995
             Statements for the three years ended June 30, 1996 -
               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, 1996 -
             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 Shareholders.

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 1996.


NOTE:  The consolidated statements referred to above are included in the
       1996 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 19, 1996                  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 19, 1996
Cornelius C. Vanderstar     Chief Executive Officer


JOHN P. CUNNINGHAM         Director; President and         September 19, 1996
John P. Cunningham          Chief Operating Officer


DAVID C. TREINEN           Director; Senior Vice           September 19, 1996
David C. Treinen            President-Finance and 
                            Administration; Secretary 
                            and Chief Financial Officer

MITCHELL K. FOGELMAN       Vice President-Controller;      September 19, 1996
Mitchell K. Fogelman        and Chief Accounting Officer


HUGH E. CURRAN             Director                        September 19, 1996
Hugh E. Curran


JOEL F. McINTYRE           Director                        September 19, 1996
Joel F. McIntyre


ALEXANDER VAN DE POL       Director                        September 19, 1996
Alexander van de Pol


DONALD J. WILLFONG         Director                        September 19, 1996
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 20, 1996 appearing on page 15 of the
  1996 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 20, 1996
  
  
  
                                                       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 20,
  1996 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 19, 1996
  
  
  
                                    F-1<PAGE>
<PAGE>
  <TABLE>
            INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  For The Three Years Ended June 30, 1996


<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

    1996              $773,000    $394,000    $596,000    $571,000

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

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

</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
Maestro Products, Inc.                              California
Eland-Brandt, B.V.                                  The Netherlands

______________________________________________
* dba International Window-Northern California






















                                Exhibit 22







INTERNATIONAL 

  ALUMINUM 

 CORPORATION





































                           1996 ANNUAL REPORT
<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
2,000 employees.  Operations are conducted through thirteen 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, 1996, 1995 and 1994                                                         

<CAPTION>
                                                              1996             1995             1994    
<S>                                                       <C>              <C>              <C>
Net sales                                                 $215,573,000     $210,906,000     $174,773,000

Income from operations                                    $ 12,565,000     $ 22,034,000     $ 11,128,000

Net income                                                $  7,597,000     $ 13,502,000     $  8,795,000



Per Share Data:

   Net income                                                    $1.78            $3.18            $2.08

   Dividends                                                     $1.00            $1.00            $1.00



Stock Information At Year End:

   Book value                                                   $27.44           $26.75           $24.45

   Stock price                                                  $25 1/4          $31 3/4          $24 1/8

   Price-Earnings ratio                                           14.2             10.0             11.6

</TABLE>
<PAGE>
  <PAGE>
  TO OUR SHAREHOLDERS
  
  Fiscal 1996 turned out to be a year of many disappointments for International
  Aluminum, the greatest of which has been our continued inability to restore
  our residential window and door companies to anywhere near their former
  levels of revenue and excellent profitability.  A continuing low level of
  housing starts in our California home market coupled with increasing inroads
  made by lower margin vinyl windows have wrecked havoc with results from what
  had in the past been a cornerstone of our business.  Somewhat offsetting our
  residential decline has been the continued ascendancy of our Commercial
  Products Group on a track that is making it a national powerhouse in the
  commercial glazing industry.
  
  Our aluminum extrusion operations in both California and Texas were also a
  disappointment in the past year.  Whereas in fiscal 1995 they benefitted from
  rising aluminum prices and resultantly healthy margins, the opposite trend
  occurred in most of the year just passed.  Capital expenditures made in Texas
  for additional extrusion equipment and for the reconstruction of the older
  of our two anodizing lines have turned out to be well spent in light of the
  greater production demands placed on that facility by the continuing
  expansion of United States Aluminum's extrusion and finishing requirements. 
  It is unfortunate that in the United States as opposed to most of the rest
  of the world cutthroat competitive pricing has been and continues to be the
  norm in the aluminum extrusion business.  Given the heavy investment in plant
  and equipment that this line of business requires, the returns that can be
  achieved from it are meager even in the best of times.  It is, however,
  necessary that we remain in it in order to provide a controlled supply to our
  own extrusion consuming subsidiaries.
  
  As touched on earlier our United States Aluminum Commercial Products Group
  continues to thrive.  Additional satellite service centers were opened during
  the year and now total nine.  This program has given us a presence in major
  market centers and has enabled us to provide an improved level of customer
  service while retaining and in some cases improving margins.  We are
  currently exploring additional opportunities both within as well as outside
  of the United States in order to further expand this growing and lucrative
  segment of our business.
  
  The performance of our two glass fabricating companies left much to be
  desired.  Sales were down in total about 4 percent and collective profits all
  but disappeared.  International California Glass, with its emphasis on
  display systems and industrial glass, did somewhat better than South Carolina
  which has relied more heavily on currently out of fashion Glass Arts
  furniture.  We are redoubling our efforts to direct South Carolina into other
  fabricated glass markets.  Should this effort be unsuccessful, we will be
  forced to consider other alternatives.
    <PAGE>
  <PAGE>
  The decline in income from our Residential Products Group continues to
  present our greatest challenge.  This has been magnified by extremely poor
  results from Maestro Products, our wood window and door company now relocated
  to Moreno Valley, California.  We are in the process there of introducing a
  redesigned and more competitive product line and have made organizational
  changes in an attempt to staunch the flow of red ink.  Our aluminum and now
  vinyl product companies in California and Arizona continue to operate
  profitably but at significantly lower volume levels than in years gone by. 
  Much of the problem stems from the dramatically lower level of current
  residential construction activity in California.  By way of example:  In the
  six counties comprising Southern California, the annual total of residential
  new housing building permits issued in the late 1980's averaged 151,000 per
  year.  In the twelve months ended June 30, 1996, only 38,828 permits were
  issued - down almost 75 percent!
  
  Ragland Manufacturing in Houston had its best year ever.  Sales of its line
  of interior door frames and wall systems have remained heavily concentrated
  in Texas and the Southwest.  In an attempt to broaden its geographical
  markets, we have embarked on a national advertising program which we hope
  will bear fruit in the years to come.
  
  The financial health of the Company continues to be excellent with an
  extremely strong balance sheet.  We are now carrying no long-term debt and
  our current ratio remains virtually unchanged at 4.5 to 1.  Shareholders'
  equity stood at just under $117 million at yearend and working capital
  increased to $71.9 million.  Capital spending during the past year totalled
  $5.7 million with the largest single expenditure being the acquisition of
  automated vinyl window manufacturing equipment for both our Southern and
  Northern California residential plants.  During this coming year we should
  complete the implementation of new integrated computer software throughout
  all of our operating subsidiaries.  This software will assist us in further
  tightening the control of our manufacturing processes, greatly enhance our
  level of customer service and provide the flexibility needed to meet the
  challenges of the future.
  
  
  
  CORNELIUS C. VANDERSTAR                           JOHN P. CUNNINGHAM
  
  
  Cornelius C. Vanderstar                           John P. Cunningham
  Chairman                                          President
  
    September 3, 1996<PAGE>
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA

<CAPTION>
     Year Ended June 30            1996            1995            1994            1993            1992    
<S>                            <C>             <C>             <C>             <C>             <C>
Sales and Earnings -
  Building products
    Commercial                 $ 97,801,000    $ 87,002,000    $ 66,843,000    $ 60,340,000    $ 62,179,000
    Residential                  51,879,000      53,108,000      52,081,000      49,308,000      52,696,000
    Extrusions                   49,462,000      53,747,000      38,616,000      28,585,000      28,963,000
                                199,142,000     193,857,000     157,540,000     138,233,000     143,838,000
  Glass products                 16,431,000      17,049,000      17,233,000      13,962,000      14,485,000
Total net sales                $215,573,000    $210,906,000    $174,773,000    $152,195,000    $158,323,000

Income before
  accounting change            $  7,597,000    $ 13,502,000    $  7,365,000    $  3,602,000    $    876,000
Accounting change                                                 1,430,000                                
Net income                     $  7,597,000    $ 13,502,000    $  8,795,000    $  3,602,000    $    876,000

Per share:
  Income before
    accounting change                 $1.78           $3.18           $1.74           $ .85           $ .21
  Accounting change                                                     .34                                
  Net income                          $1.78           $3.18           $2.08           $ .85           $ .21

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

  Average shares outstanding      4,257,473       4,240,371       4,226,733       4,219,401       4,211,372

Financial Data at Year End -
  Working capital              $ 71,896,000    $ 68,395,000    $ 63,452,000    $ 61,447,000    $ 61,044,000
  Total assets                  141,843,000     138,104,000     129,030,000     123,938,000     122,286,000
  Long-term debt                                    542,000       1,103,000       1,665,000       2,226,000
  Shareholders' equity          116,882,000     113,771,000     103,435,000      98,947,000      99,427,000
</TABLE>

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Significant Changes in Results of Operations
1996 vs. 1995
Fiscal year 1996 net sales increased by $4,667,000 or 2.2% from the
fiscal year 1995 level.  This increase is comprised of a $3,106,000
increase in domestic sales and a $1,561,000 increase in foreign sales. 
The overall sales increase was driven by a $10,799,000 or 12.4%
increase in sales of commercial products reflecting the increased
demand for these products in the southern and eastern regions of the
United States.  Partially offsetting this were the $4,285,000 or 8.0%
decrease in sales by the Aluminum Extrusion Group, resulting from
reduced sales volume into the West Coast marketing area, and a
$1,229,000 or 2.3% decrease in sales by the Residential Products Group
into the Southern California area.

Gross profit was 27.8% of sales in 1996 as compared with 32.2% in
1995.  This decrease is primarily attributable to significantly
decreased margins in the Aluminum Extrusion Group resulting from lower
volume and declining prices.  Also, as a result of increased material
costs and lower sales volume, decreased margins were experienced by
the Company's Residential Products Group.

Selling, general and administrative expenses were 22.0% of sales in
1996 as compared with 21.8% in 1995.  Expenses in the current year
have risen by $1,421,000 primarily due to additional selling costs
associated with the expansion of the Commercial Products Group
satellite warehouse program.  

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

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.

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, 1996 was $71,896,000,  an increase of
$3,501,000 over the June 30, 1995 level and an increase of $8,444,000
over the June 30, 1994 level.  The ratio of current assets to current
liabilities was 4.5 at the end of 1996 compared to 4.6 at the end of
1995 and 4.2 at the end of 1994.  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 $ 5,680,000 in 1996, $11,886,000 in 1995 and $4,559,000
in 1994 were financed through internal cash flow.  The Company's
projected capital expenditures for fiscal 1997 include $6,000,000  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 1996
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, 1996 and 1995                                                                                      

<CAPTION>
Assets                                                                        1996                  1995    
<S>                                                                       <C>                   <C>
Current assets:
  Cash and cash equivalents                                               $ 13,230,000          $  3,550,000
  Investments                                                                                      2,213,000
  Accounts receivable, less reserve of
    $571,000 in 1996 and $773,000 in 1995                                   34,498,000            34,877,000
  Unbilled receivables                                                         823,000             1,222,000
  Inventories                                                               39,582,000            41,773,000
  Prepaid expenses                                                           2,712,000             2,060,000
  Future income tax benefits                                                 1,350,000             1,596,000
       Total current assets                                                 92,195,000            87,291,000




Property, plant and equipment, at cost:
  Land                                                                       8,161,000             8,195,000
  Buildings and improvements                                                30,513,000            29,374,000
  Machinery and equipment                                                   59,577,000            56,080,000
  Construction in process                                                       47,000             3,763,000
                                                                            98,298,000            97,412,000
  Accumulated depreciation                                                 (53,356,000)          (52,567,000)
                                                                            44,942,000            44,845,000





Other assets:
  Costs in excess of net assets of purchased businesses                      4,706,000             4,839,000
  Other                                                                                            1,129,000
                                                                             4,706,000             5,968,000
                                                                          $141,843,000          $138,104,000


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and 1995                                                                                      

<CAPTION>
Liabilities and Shareholders' Equity                                          1996                  1995    
<S>                                                                       <C>                   <C>
Current liabilities:
  Accounts payable                                                        $  9,648,000          $  7,820,000
  Accrued liabilities                                                        9,343,000             9,555,000
  Current portion of long-term debt                                            542,000               423,000
  Income taxes payable                                                         766,000             1,098,000
       Total current liabilities                                            20,299,000            18,896,000

Long-term debt                                                                                       542,000

Other liabilities:
  Deferred income taxes                                                      4,337,000             4,496,000
  Other                                                                        325,000               399,000
                                                                             4,662,000             4,895,000

Commitments (Note 6)


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 - 4,260,180 shares in 1996
         and 4,252,789 shares in 1995                                        4,734,000             4,726,000
  Paid-in capital                                                            3,719,000             3,612,000
  Retained earnings, including cumulative
    translation adjustment of $2,687,000
    in 1996 and $3,029,000 in 1995                                         108,429,000           105,433,000
                                                                           116,882,000           113,771,000
                                                                          $141,843,000          $138,104,000
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
For the years ended June 30, 1996, 1995 and 1994                                                            

<CAPTION>
                                                                  1996             1995             1994    
<S>                                                           <C>              <C>              <C>
Net sales                                                     $215,573,000     $210,906,000     $174,773,000
Cost of sales                                                  155,657,000      142,942,000      123,725,000
   Gross profit                                                 59,916,000       67,964,000       51,048,000
Selling, general and administrative expenses                    47,351,000       45,930,000       39,920,000
   Income from operations                                       12,565,000       22,034,000       11,128,000
Investment income                                                  311,000          580,000          479,000
Interest expense                                                  (109,000)         (92,000)        (102,000)
   Income before income taxes and cumulative effect of
      accounting change                                         12,767,000       22,522,000       11,505,000
Provision for income taxes                                       5,170,000        9,020,000        4,140,000
   Income before cumulative effect of accounting change          7,597,000       13,502,000        7,365,000
Cumulative effect of accounting change for income taxes                                            1,430,000
Net income                                                    $  7,597,000     $ 13,502,000     $  8,795,000

Earnings per share:
   Income before cumulative effect of accounting change              $1.78            $3.18            $1.74
   Cumulative effect of accounting change                                                                .34
   Net income                                                        $1.78            $3.18            $2.08
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended June 30, 1996, 1995 and 1994                                                            

<CAPTION>
                                            Common Stock      
                                        Number                     Paid-in        Retained
                                       of Shares      Amount       Capital        Earnings          Total   
<S>                                    <C>          <C>           <C>           <C>             <C>
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
   Exercise of stock options               7,391         8,000       107,000                         115,000
   Translation adjustment                                                           (342,000)       (342,000)
   Cash dividends                                                                 (4,259,000)     (4,259,000)
   Net income                                                                      7,597,000       7,597,000
Balance, June 30, 1996                 4,260,180    $4,734,000    $3,719,000    $108,429,000    $116,882,000


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 1996, 1995 and 1994                                                            

<CAPTION>
                                                                 1996              1995              1994   
<S>                                                          <C>               <C>               <C>
Cash flows from operating activities:
   Net income                                                $ 7,597,000       $13,502,000       $ 8,795,000
   Adjustments for noncash transactions:
     Depreciation and amortization                             5,204,000         4,793,000         4,696,000
     Change in deferred income taxes                              87,000          (240,000)         (699,000)
     Change in accounting for income taxes                                                        (1,430,000)
   Changes in assets and liabilities:
     Receivables                                                 501,000           261,000        (4,883,000)
     Inventories                                               2,107,000       (12,844,000)       (2,846,000)
     Prepaid expenses and other                                  455,000          (419,000)       (1,020,000)
     Accounts payable                                          1,968,000          (859,000)          646,000
     Accrued liabilities and other                              (191,000)          539,000           221,000
     Income taxes payable                                       (333,000)         (670,000)        1,871,000
     Net cash provided by operating activities                17,395,000         4,063,000         5,351,000

Cash flows from investing activities:
   Capital expenditures                                       (5,680,000)      (11,886,000)       (4,559,000)
   Proceeds from sales of capital assets                         337,000         2,530,000           170,000
   Changes in investments                                      2,213,000         7,074,000          (446,000)
     Net cash used in investing activities                    (3,130,000)       (2,282,000)       (4,835,000)

Cash flows from financing activities:
   Repayment of long-term debt                                  (423,000)         (700,000)         (422,000)
   Exercise of stock options                                     115,000           275,000           139,000
   Dividends paid to shareholders                             (4,259,000)       (4,242,000)       (4,228,000)
     Net cash used in financing activities                    (4,567,000)       (4,667,000)       (4,511,000)

Effect of exchange rate changes on cash                          (18,000)           23,000            (5,000)
Net change in cash and cash equivalents                        9,680,000        (2,863,000)       (4,000,000)
Cash and cash equivalents at beginning of year                 3,550,000         6,413,000        10,413,000
Cash and cash equivalents at end of year                     $13,230,000       $ 3,550,000       $ 6,413,000


<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.

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from those
estimates.

(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 $14,000 in 1996, $8,000 in 1995 and
($581,000) in 1994.

(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:

                                                    1996            1995   
Raw materials                                   $29,667,000     $31,002,000
Work in process                                   2,252,000       3,463,000
Finished goods                                    7,663,000       7,308,000
                                                $39,582,000     $41,773,000

(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 $1,389,000 at June 30, 1996 and $1,256,000
at June 30, 1995.


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
4,257,473 shares in 1996, 4,240,371 shares in 1995 and 4,226,733 shares in
1994.


Note 3.  Statement of Cash Flows - 

Cash payments for interest were $140,000 in 1996, $181,000 in 1995 and
$81,000 in 1994.  Cash payments for income taxes were $5,496,000 in 1996,
$9,876,000 in 1995 and $2,957,000 in 1994.

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 (7.70 percent at June 30, 1996).  There
was no amount outstanding under the agreement at June 30, 1996.


Note 5.  Accrued liabilities -

Components of accrued liabilities at June 30, 1996 and 1995 are:

                                                     1996           1995   
Wages and compensated absences                    $4,129,000     $4,515,000
Taxes, other than income taxes                     1,384,000      1,281,000
Insurance                                            987,000      1,151,000
Dividends                                          1,065,000      1,063,000
Other                                              1,778,000      1,545,000
                                                  $9,343,000     $9,555,000

Note 6.  Commitments -

The Company is committed under lease agreements expiring at various dates to
2001.  Certain of the leases have renewal options for periods ranging from
two to five 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 was $751,000 in 1996, $705,000 in 1995 and
$645,000 in 1994.  Real property rental commitments for the next five fiscal
years are $774,000 in 1997, $706,000 in 1998, $549,000 in 1999, $370,000 in
2000 and $188,000 in 2001.

Note 7.  Stock options -

At June 30, 1996 there were 535,704 common shares reserved and available for
issuance to certain executive and managerial employees under the Company's
Stock Option Plans.  Options have a term of ten years and generally become
exercisable over a five year period.

At June 30, 1996 there were 249,704 incentive stock options outstanding, of
which 35,704 were exercisable.  Payment upon exercise may be either cash or
the delivery of Company common stock of equivalent value.  Shares surrendered
by optionees (319 shares in 1996 and 7,253 in 1995) are immediately retired.

The transactions for shares under options for the two years ended 
June 30, 1996 were:
                                                 Option price     Number of
                                                   per share        shares 
Outstanding, June 30, 1994                          $15.38          72,676
   Exercised                                         15.38         (29,262)
Outstanding, June 30, 1995                           15.38          43,414
   Granted                                           28.00         214,000
   Exercised                                         15.38          (7,710)
Outstanding, June 30, 1996                       $15.38-28.00      249,704 

<TABLE>
Note 8. Income taxes -

The components of income before United States and foreign income taxes are:
<CAPTION>
                                                                 1996            1995            1994   
<S>                                                          <C>             <C>             <C>
Domestic                                                     $13,352,000     $23,290,000     $12,210,000
Foreign                                                         (585,000)       (768,000)       (705,000)
                                                             $12,767,000     $22,522,000     $11,505,000


The provision for income taxes is comprised of the following:
                                                                 1996            1995            1994   
Current -
   Federal                                                   $ 4,448,000     $ 8,055,000     $ 4,142,000
   State                                                         635,000       1,205,000         770,000
   Foreign                                                                                       (73,000)
                                                               5,083,000       9,260,000       4,839,000
Deferred -
   Federal                                                       114,000        (220,000)       (588,000)
   State                                                         (27,000)        (20,000)        (73,000)
   Foreign                                                                                       (38,000)
                                                                  87,000        (240,000)       (699,000)
                                                             $ 5,170,000     $ 9,020,000     $ 4,140,000
</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>
                                                                 1996            1995            1994   
<S>                                                          <C>             <C>             <C>
Accounts receivable                                          $   228,000     $   312,000     $   316,000
Inventory                                                        415,000         445,000         309,000
Accrued liabilities                                              688,000         653,000         623,000
Other                                                             19,000         186,000          78,000
   Net deferred tax asset                                    $ 1,350,000     $ 1,596,000     $ 1,326,000

Property, plant and equipment                                $ 4,141,000     $ 4,387,000     $ 4,389,000
Other                                                            196,000         109,000          77,000
   Net deferred tax liability                                $ 4,337,000     $ 4,496,000     $ 4,466,000






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:

                                                                 1996            1995           1994   
Taxes on book income at statutory rate                       $ 4,468,000     $ 7,883,000     $ 3,912,000
Increases (decreases) resulting from:
   State income taxes, net of Federal income tax benefit         395,000         770,000         460,000
   Other                                                         307,000         367,000        (232,000)
Provision for income taxes                                   $ 5,170,000     $ 9,020,000     $ 4,140,000
<FN>
In July 1993, the Company adopted Statement of Financial Accounting Standards No. 109 (FAS 109), "Accounting
for Income Taxes" and 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.

No provision for U.S. taxes has been made for undistributed earnings of the foreign subsidiary 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 9.  Segment and geographical information -

The Company is a vertically integrated manufacturer of building products with international operations in
The Netherlands.

Sales, net income and identifiable assets for domestic and foreign operations for the last three years are
as follows:
<CAPTION>
                                                              1996             1995             1994    
<S>                                                       <C>              <C>              <C>
Sales:
  United States                                           $202,220,000     $199,114,000     $163,238,000
  Foreign                                                   13,353,000       11,792,000       11,535,000
                                                          $215,573,000     $210,906,000     $174,773,000

Net income:
  United States                                           $  8,184,000     $ 14,270,000     $  9,390,000
  Foreign                                                     (587,000)        (768,000)        (595,000)
                                                          $  7,597,000     $ 13,502,000     $  8,795,000

Identifiable assets:
  United States                                           $134,823,000     $129,934,000     $121,127,000
  Foreign                                                    7,020,000        8,170,000        7,903,000
                                                          $141,843,000     $138,104,000     $129,030,000
<FN>
The Company's equity investment in its consolidated foreign subsidiary was $4,360,000 at June 30, 1996.
</TABLE>

<TABLE>
Note 10.  Unaudited quarterly financial information - 

Quarterly financial information for the fiscal years ended June 30, 1996 and 1995 is summarized as follows:
<CAPTION>
                               First          Second           Third          Fourth           Fiscal   
                              Quarter         Quarter         Quarter         Quarter           Year    
<S>                         <C>             <C>             <C>             <C>             <C>
1996
Net sales                   $56,038,000     $54,354,000     $49,910,000     $55,271,000     $215,573,000
Cost of sales                40,640,000      38,844,000      36,213,000      39,960,000      155,657,000
Net income                    2,076,000       2,017,000       1,120,000       2,384,000        7,597,000
Earnings per share                  .49             .47             .26             .56             1.78

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
</TABLE>



<TABLE>
QUARTERLY STOCK INFORMATION

<CAPTION>
                                            1996                                     1995               

                                High         Low       Dividend          High         Low       Dividend
<S>                            <C>         <C>         <C>              <C>         <C>         <C>
First Quarter                  $34 5/8     $31           $ .25          $29 5/8     $24 1/8       $ .25 
Second Quarter                  31 7/8      28             .25           31 1/4      27             .25 
Third Quarter                   31          25 1/4         .25           33 1/4      29 3/8         .25 
Fourth Quarter                  28          24 5/8         .25           36 3/4      31 3/4         .25 
Year                           $34 5/8     $24 5/8       $1.00          $36 3/4     $24 1/8       $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, 1996 and
       1995, and the results of their operations and their cash flows
       for each of the three years in the period ended June 30, 1996,
       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.
       
       
       PRICE WATERHOUSE LLP
       
       Los Angeles, California
       August 20, 1996
              <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
McIntyre, Borges & Burns                                   Michael S. Snodgrass
                                                           Vice President - Human Resources
Alexander van de Pol                                       
Retired President and                                      Roland A. Young
Chairman of the Board of                                   Treasurer; Assistant Secretary
Commonwealth Metals-Pacific

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 31, 1996
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
   Hayward, California
   Seattle, Washington                                     International Window-Northern California
                                                              Hayward, California
United States Aluminum Corporation-Illinois
   Bedford Park, Illinois                                  International Window-Arizona, Inc.
   Baltimore, Maryland                                        Phoenix, Arizona
   Boston, Massachusetts                                   
                                                           Maestro Products, Inc.
United States Aluminum Corporation-Texas                      Moreno Valley, California
   Waxahachie, Texas
   Denver, Colorado                                        Eland-Brandt, B.V.
   Dallas, Texas                                              Amsterdam, The Netherlands
   Houston, Texas

United States Aluminum Corporation-Carolina                
   Rock Hill, South Carolina
   Orlando, Florida
   Atlanta, Georgia
                                                           
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-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           13230
<SECURITIES>                                         0
<RECEIVABLES>                                    35321
<ALLOWANCES>                                         0
<INVENTORY>                                      39582
<CURRENT-ASSETS>                                 92195
<PP&E>                                           98298
<DEPRECIATION>                                   53356
<TOTAL-ASSETS>                                  141843
<CURRENT-LIABILITIES>                            20299
<BONDS>                                              0
                                0
                                          0
<COMMON>                                          8453
<OTHER-SE>                                      108429
<TOTAL-LIABILITY-AND-EQUITY>                    141843
<SALES>                                         215573
<TOTAL-REVENUES>                                215573
<CGS>                                           155657
<TOTAL-COSTS>                                   203008
<OTHER-EXPENSES>                                 (202)
<LOSS-PROVISION>                                   394
<INTEREST-EXPENSE>                                 109
<INCOME-PRETAX>                                  12767
<INCOME-TAX>                                      5170
<INCOME-CONTINUING>                               7597
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      7597
<EPS-PRIMARY>                                     1.78
<EPS-DILUTED>                                        0
        

</TABLE>


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