International Aluminum (IAL) 10-K/A 2002 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2002 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

(323) 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

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 ý   No o

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.   ý

At September 10, 2002 there were 4,244,794 shares of Registrant’s Common Stock outstanding.  The aggregate market value of shares held by non-affiliates was $42,346,589 based on the New York Stock Exchange composite closing price on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant’s Annual Report to Shareholders for fiscal year ended June 30, 2002 is incorporated by reference into Parts I and II.

Registrant’s Proxy Statement dated September 20, 2002 for the Annual Meeting of Shareholders to be held on October 31, 2002 is incorporated by reference, other than the Stock Performance Graph, the Compensation Committee Report, and the Audit Committee Report, into Part III.

EXPLANATORY NOTE

This filing provides the certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

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PART I

NO CHANGES FROM ORIGINAL FILING

PART II

NO CHANGES FROM ORIGINAL FILING

PART III

NO CHANGES FROM ORIGINAL FILING

PART IV

ITEM 14.		EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)	3	Exhibits
	99.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

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 30, 2002	By:	/s/ MITCHELL K. FOGELMAN
		Mitchell K. Fogelman
		Senior Vice President- Finance
		and Chief Financial Officer

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CERTIFICATION

I, Cornelius C. Vanderstar, certify that:

1.	I have reviewed this annual report on Form 10-K of International Aluminum Corporation.
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

Date: September 30, 2002	/s/ CORNELIUS C. VANDERSTAR
	Cornelius C. Vanderstar
	Chairman of the Board and
	Chief Executive Officer

I, Mitchell K. Fogelman, certify that:

1.	I have reviewed this annual report on Form 10-K of International Aluminum Corporation.
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

Date: September 30, 2002	/s/ MITCHELL K. FOGELMAN
	Mitchell K. Fogelman
	Senior Vice President - Finance
	and Chief Financial Officer

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