INTERNATIONAL 

  ALUMINUM 

 CORPORATION










                                 1994

                               ANNUAL

                               REPORT

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 foreign subsidiary.

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

RESIDENTIAL PRODUCTS - Aluminum, wood, vinyl and composite
products including
sliding windows, single hung windows, double hung windows,
casement windows,
garden windows, bay and bow windows, special configuration
windows, louvre 
windows, storm sash, patio doors, wardrobe mirror doors, tub
enclosures and
showers.

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

GLASS PRODUCTS - Distinctive lines of glass furniture, modular
display 
systems, tempering, etching and fabrication of flat glass.













TABLE OF CONTENTS


Financial Highlights                                              
         1
Letter to Shareholders                                            
         2
Selected Financial Data                                           
         4
Management's Discussion and Analysis of Financial
  Condition and Results of Operations                             
         4
Consolidated Financial Statements                                 
         6
Notes to Consolidated Financial Statements                        
        10
Quarterly Stock Information                                       
        14
Report of Independent Accountants                                 
        15
Corporate Information                                             
        16
List of Subsidiaries                                              
        17



FINANCIAL HIGHLIGHTS
Fiscal Years Ended June 30, 1994, 1993 and 1992                   
           


                                                                  
1994             1993             1992    
                                                           
                            
Net sales                                                     
$174,773,000     $152,195,000     $158,323,000

Income from operations                                         $
11,128,000     $  4,148,000     $    860,000

Net income                                                     $ 
8,795,000     $  3,602,000     $    876,000



Per Share Data:

   Net income                                                    
$2.08            $ .85            $ .21    

   Dividends                                                     
$1.00            $1.00            $1.00    

/TABLE

                     
TO OUR SHAREHOLDERS                                               
      
                     
As fiscal 1994 unfolded we experienced progressive improvement in
most of our
markets.  Construction activity of all types accelerated
throughout much of
the United States as the year progressed with the only
significant exception
being here in California.  While we received some minimal local
benefit from
reconstruction activity related to the January earthquake, the
quake's
greatest effect was to add to California's already major economic
woes and
further dampen the State's already lagging emergence from the
recession. 
Since historically roughly 45 percent of our revenues have been
derived from
construction related activities in California, the slow recovery
here has
somewhat dampened our overall rebound from the market stagnation
of the past
several years.  Notwithstanding the above, we are generally
satisfied with
the progress made during the past year.  On a revenue increase of
15 percent,
we were able to more than double net income from operations to
$1.74 per
share.  While this is still far short of that recorded in 1989
and 1990, we
feel it represents acceptable achievement and supports the moves
which we
have made to adapt to vastly different market conditions.
                     
The resurgence of our Commercial Products Group contributed
significantly to
our improved profitability.  Not only did this Group generate
dramatically
improved earnings but the increased volume of aluminum extrusions
channeled
through it helped both of our extrusion plants to return to a
profitable
position.  The conversion of our eastern United States Aluminum
facilities
into warehouse service centers has further proven to have been
the right
move.  We are currently in the process of opening a satellite
storefront
warehouse facility in Houston which follows the one opened in
mid-year in
Denver.  We are planning to establish additional outlets in the
East and
Southeast in the months to come.
                     
Our aluminum extrusion and finishing plants in California and
Texas both
achieved remarkable turnarounds.  They are extremely dependent on
heavy
sustained volume due to the large fixed costs with which they are
burdened. 
Improved intercompany purchases combined with major increases in
outside
volume at both plants was the primary reason for this Group's
improved
results.  Also as a result of the extrusion industry throughout
the United
States operating at close to full capacity and with extended lead
times, we
have found it possible to partially restore eroded margins.
                     
The lack of recovery of our Residential Products Group has been a
disappointment.  This Group is heavily dependent on the
California building
market which, while up slightly, still badly lags the rest of the
Country. 
Conversely, Arizona is experiencing a true building boom and our
plant in
Phoenix is doing extremely well.  As previously announced, we
will be
breaking ground there shortly on a new 100,000 square foot plant
to enable
us to better serve this expanding market.

Ragland Manufacturing, our interior door frame and wall system
subsidiary
headquartered in Houston, continued to do well.  During the year
Ragland,
Mitsubishi Kasei and Lasco Systems of Dallas co-developed an
advanced "clean
room" product line which shows good promise for use in the
electronic
component and pharmaceutical industries.

Results from both International California Glass and
International Carolina
Glass showed marked improvement.  These glass fabricating
companies are
redirecting their marketing efforts more in the direction of the
relatively
stable display industry and away from dependence on the somewhat
trendy heavy
glass furniture business.  Our venture into the retail factory
outlet mall
business in South Carolina was less than a resounding success and
has been
dropped.

Eland-Brandt in Amsterdam had another poor year.  Construction
activity in
Europe remains extremely soft and Eland-Brandt's ability to
downsize and
reduce its labor cost is constrained by government regulations. 
Finally,
after eight months of negotiations, it has been given
authorization to lay
off approximately ten percent of its workforce.  In March we sold
our metal
distribution company in Tijuana, Mexico to our resident manager. 
We have an
ongoing supply agreement with the new management.  As a result,
our sales
volume into that market should be essentially unaffected.

Financially the Company remains in good shape.  Working capital
at yearend
stood at $63.4 million while total shareholders' equity increased
to $103.4
million.  At June 30 our current ratio was 4.2 to 1 and our long
term debt
had declined to $1.1 million.  Early in the year the mandatory
adoption of
Financial Accounting Standards No. 109 resulted in a one-time tax
benefit of
$1,430,000 or $.34 per share.

Our major task in the coming year will be to attempt to return
our California
residential operations to their former levels of income
contribution.  To
this end, new product development and redirected marketing
efforts are
currently under way.  While in the past year we made some
progress in the
direction of non-construction diversification, it will be our
intent to
continue this search in the year to come in order to reduce our
heavy
dependency on cyclical construction markets.



Cornelius C. Vanderstar                                 John P.
Cunningham
Chairman                                                President

September 2, 1994


SELECTED FINANCIAL DATA


     Year Ended June 30             1994            1993          
 1992            1991            1990    
                                                      
                          
Sales and Earnings -
  Building products
    Commercial                  $ 66,843,000    $ 60,340,000    $
62,179,000    $ 73,552,000    $ 93,133,000
    Residential                   52,081,000      49,308,000     
52,696,000      55,749,000      70,769,000
    Extrusions                    38,616,000      28,585,000     
28,963,000      30,397,000      32,420,000
                                 157,540,000     138,233,000    
143,838,000     159,698,000     196,322,000
  Glass products                  17,233,000      13,962,000     
14,485,000      14,657,000      15,831,000
Total net sales                 $174,773,000    $152,195,000   
$158,323,000    $174,355,000    $212,153,000

Income before
  accounting change             $  7,365,000    $  3,602,000    $ 
  876,000    $  6,243,000    $ 15,772,000
Accounting change                  1,430,000                      
                                         
Net income                      $  8,795,000    $  3,602,000    $ 
  876,000    $  6,243,000    $ 15,772,000

Per common share:
  Income before
    accounting change                  $1.74           $ .85      
    $ .21           $1.46           $3.52
  Accounting change                      .34                      
                                         
  Net income                           $2.08           $ .85      
    $ .21           $1.46           $3.52

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


Financial Data at Year End -
  Working capital               $ 63,452,000    $ 61,447,000    $
61,044,000    $ 61,655,000    $ 63,507,000
  Total assets                   129,030,000     123,938,000    
122,286,000     129,377,000     134,701,000
  Long-term debt                   1,103,000       1,665,000      
2,226,000       2,787,000       3,355,000
  Shareholders' equity           103,435,000      98,947,000     
99,427,000     102,188,000     105,039,000



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

Significant Changes in Results of Operations
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.

1993 vs. 1992
Net sales for fiscal 1993 decreased by $6,128,000 or 3.9% from
net sales of 
fiscal 1992.  This decrease consists of a $3,582,000 decrease in
domestic sales 
and a $2,546,000 decrease in foreign sales.  The overall sales
decrease 
reflects the continued stagnant economies of the United States
and Western 
Europe.  The prolonged domestic recession has stifled the demand
for 
residential and commercial construction and has created an
oversupply of
buildings across the United States.

Cost of sales decreased to 72.1% of sales in 1993 as compared
with 74.9% in 
1992.  This decrease is primarily related to two factors.  The
Aluminum 
Extrusion Group decreased costs of production through operating
efficiencies
attained from enhanced production procedures.  The Commercial
Products Group 
decreased their costs of sales through a restructuring of the
eastern plants 
into warehouse service centers supplied by the Texas plant.

Selling, general and administrative expenses in 1993 were
$504,000 below 
those of 1992.  This decrease is primarily related with decreased
selling 
costs due to reduced expenditures for advertising.

The increase in investment income directly relates to
significantly 
increased rates of return on the Company's investable funds.

Liquidity and Capital Resources
Working capital at June 30, 1994 was $63,452,000, an increase of
$2,005,000 
or 3.3% over the June 30, 1993 level and an increase of
$2,408,000 or 3.9% 
over the June 30, 1992 level.  The ratio of current assets to
current
liabilities was 4.2 at the end of 1994 compared to 4.6 at the end
of 1993 and
5.2 at the end of 1992.  Thus, the Company continues to be in
excellent 
position to meet its short-term 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 
$4,559,000 in 1994, $3,479,000 in 1993 and $2,240,000 in 1992
were financed 
through internal cash flow.  The Company's projected capital
expenditures
for fiscal 1995 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
1994 under a 
short-term borrowing arrangement witha bank.


CONSOLIDATED BALANCE SHEETS
June 30, 1994 and 1993                                            
                                         


Assets                                                            
           1994                  1993    
                                                               
                          
Current assets:
  Cash                                                            
       $  5,973,000          $  4,847,000
  Short-term investments                                          
          9,727,000            14,407,000
  Accounts receivable, less reserve of
    $815,000 in 1994 and $673,000 in 1993                         
         34,715,000            29,620,000
  Unbilled receivables                                            
          1,055,000             1,441,000
  Inventories                                                     
         28,741,000            25,942,000
  Prepaid expenses                                                
          1,580,000             1,529,000
  Future income tax benefits                                      
          1,326,000               827,000
       Total current assets                                       
         83,117,000            78,613,000




Property, plant and equipment, at cost:
  Land                                                            
          7,252,000             6,925,000
  Buildings and improvements                                      
         27,915,000            27,766,000
  Machinery and equipment                                         
         52,754,000            49,878,000
                                                                  
         87,921,000            84,569,000
  Less - Accumulated depreciation                                 
         48,133,000            44,528,000
                                                                  
         39,788,000            40,041,000






Other assets:
  Costs in excess of net assets of purchased businesses           
          4,972,000             5,105,000
  Other                                                           
          1,153,000               179,000
                                                                  
          6,125,000             5,284,000
                                                                  
       $129,030,000          $123,938,000


<FN>
See accompanying notes to consolidated financial statements.
/TABLE



CONSOLIDATED BALANCE SHEETS
June 30, 1994 and 1993                                            
                                         


Liabilities and Shareholders' Equity                              
           1994                  1993    
                                                               
                          
Current liabilities:
  Accounts payable                                                
       $  8,449,000          $  7,860,000
  Accrued liabilities                                             
          8,877,000             8,720,000
  Current portion of long-term debt                               
            562,000               422,000
  Income taxes payable                                            
          1,777,000               164,000
       Total current liabilities                                  
         19,665,000            17,166,000

Long-term debt                                                    
          1,103,000             1,665,000

Other liabilities:
  Deferred income taxes                                           
          4,466,000             5,827,000
  Other                                                           
            361,000               333,000
                                                                  
          4,827,000             6,160,000

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 - 4,230,780 shares in 1994
         and 4,220,463 shares in 1993                             
          4,704,000             4,694,000
  Paid-in capital                                                 
          3,359,000             3,230,000
  Retained earnings, including cumulative
    translation adjustment of $2,228,000
    in 1994 and $2,446,000 in 1993                                
         95,372,000            91,023,000
                                                                  
        103,435,000            98,947,000
                                                                  
       $129,030,000          $123,938,000

/TABLE



CONSOLIDATED STATEMENTS OF INCOME
For the years ended June 30, 1994, 1993 and 1992                  
                                         


                                                                 
1994             1993             1992    
                                                            
                          
Net sales                                                    
$174,773,000     $152,195,000     $158,323,000
Cost of sales                                                 
123,725,000      109,675,000      118,587,000
   Gross profit                                                
51,048,000       42,520,000       39,736,000
Selling, general and administrative expenses                   
39,920,000       38,372,000       38,876,000
   Income from operations                                      
11,128,000        4,148,000          860,000
Investment income                                                 
479,000        1,428,000          771,000
Interest expense                                                 
(102,000)        (134,000)        (225,000)
   Income before income taxes and cumulative effect of
      accounting change                                        
11,505,000        5,442,000        1,406,000
Provision for income taxes                                      
4,140,000        1,840,000          530,000
   Income before cumulative effect of accounting change         
7,365,000        3,602,000          876,000
Cumulative effect of accounting change for income taxes         
1,430,000                                  
Net income                                                    $ 
8,795,000     $  3,602,000     $    876,000

Earnings per common share:
   Income before cumulative effect of accounting change           
  $1.74             $.85             $.21
   Cumulative effect of accounting change                         
    .34                                  
   Net income                                                     
  $2.08             $.85             $.21
/TABLE


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended June 30, 1994, 1993 and 1992                  
                                         


                                             Common Stock      
                                         Number                   
 Paid-in       Retained
                                        of Shares      Amount     
 Capital       Earnings          Total   
                                                         
                       
Balance, June 30, 1991                  4,204,939    $4,678,000   
$3,092,000    $94,418,000    $102,188,000
   Exercise of stock options               13,484        14,000   
   115,000                        129,000
   Translation adjustment                                         
                  448,000         448,000
   Cash dividends                                                 
               (4,214,000)     (4,214,000)
   Net income                                                     
                  876,000         876,000
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


<FN>
See accompanying notes to consolidated financial statements.
/TABLE



CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 1994, 1993 and 1992                  
                                         


                                                                
1994              1993              1992   
                                                            
                           
Cash flows from operating activities:
   Net income                                                $
8,795,000       $ 3,602,000       $   876,000
   Adjustments for noncash transactions:
     Depreciation and amortization                            
4,696,000         4,607,000         4,790,000
     Change in deferred income taxes                           
(699,000)          (94,000)         (110,000)
     Change in accounting for income taxes                   
(1,430,000)
   Changes in assets and liabilities:
     Receivables                                             
(4,883,000)          743,000         1,376,000
     Inventories                                             
(2,846,000)       (1,552,000)        5,086,000
     Prepaid expenses and other                              
(1,020,000)           40,000           586,000
     Accounts payable                                           
646,000         1,842,000        (3,435,000)
     Accrued liabilities and other                              
221,000         1,265,000          (666,000)
     Income taxes payable                                     
1,871,000          (293,000)          441,000
     Net cash provided by operating activities                
5,351,000        10,160,000         8,944,000

Cash flows from investing activities:
   Capital expenditures                                      
(4,559,000)       (3,479,000)       (2,240,000)
   Proceeds from sales of capital assets                        
170,000           317,000           412,000
     Net cash used in investing activities                   
(4,389,000)       (3,162,000)       (1,828,000)

Cash flows from financing activities:
   Repayment of long-term debt                                 
(422,000)         (700,000)         (707,000)
   Exercise of stock options                                    
139,000            25,000           129,000
   Dividends paid to shareholders                            
(4,228,000)       (4,220,000)       (4,214,000)
     Net cash used in financing activities                   
(4,511,000)       (4,895,000)       (4,792,000)

Effect of exchange rate changes on cash                          
(5,000)         (100,000)          (50,000)
Net change in cash and short-term investments                
(3,554,000)        2,003,000         2,274,000
Cash and short-term investments at beginning of year         
19,254,000        17,251,000        14,977,000
Cash and short-term investments at end of year              
$15,700,000       $19,254,000       $17,251,000


<FN>
See accompanying notes to consolidated financial statements.
/TABLE


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)  Short-term Investments

Short-term investments include preferred stocks, certificates of
deposit and 
money market funds.

During fiscal year 1993, the Company adopted Statement of
Financial 
Accounting Standards No. 115 - Accounting For Certain Investments
in Debt and 
Equity Securities.  The preferred stocks are classified as
"Trading
Securities"; consequently, unrealized holding gains/losses are
being 
currently recognized.  Investment income includes unrealized
holding losses of 
$581,000 in 1994 and unrealized holding gains of $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:

                                                      1994        
   1993   
Raw materials                                     $21,415,000    
$18,424,000
Work in process                                     2,332,000     
 3,374,000
Finished goods                                      4,994,000     
 4,144,000
                                                  $28,741,000    
$25,942,000

(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 purpose
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 $1,123,000 at June 30, 1994 and $990,000 at 
June 30, 1993.

Note 2.  Earnings per common share -

Earnings per common share have been computed based upon the
weighted average 
number of shares outstanding; 4,226,733 shares in 1994, 4,219,401
shares in 
1993 and 4,211,372 shares in 1992.


Note 3.  Statement of Cash Flows - 

All short-term investments qualify as cash equivalents.

Cash payments for interest were $81,000 in 1994, $168,000 in 1993
and 
$246,000 in 1992.  Cash payments for income taxes were $2,957,000
in 1994, 
$2,214,000 in 1993 and $196,000 in 1992.


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 (6.70 percent at June 30,
1994).  There
was no amount outstanding under the agreement at June 30, 1994.


Note 5.  Accrued Liabilities -

Components of accrued liabilities at June 30, 1994 and 1993 are:

                                                       1994       
   1993   
Wages and compensated absences                      $4,666,000    
$3,770,000
Taxes, other than income taxes                       1,411,000    
 1,211,000
Insurance                                              752,000    
 1,928,000
Dividends                                            1,058,000    
 1,055,000
Other                                                  990,000    
   756,000
                                                    $8,877,000    
$8,720,000


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 $562,000 for
1995, $562,000 
for 1996 and $541,000 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,
1994 was 
$645,000 in 1994, $606,000 in 1993 and $555,000 in 1992.  Real
property 
rental commitments for the next three fiscal years are $574,000
in 1995, 
$291,000 in 1996 and $108,000 in 1997.


Note 8.  Stock options -

At June 30, 1994 there were 572,676 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, 1994 there were 72,676 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
(2,133 shares in
1994 and 900 in 1993) are immediately retired.

The transactions for shares under options for the two years ended 
June 30, 1994 were:

                                                    Option price  
  Number of
                                                      per share   
    shares 
Outstanding, June 30, 1992                             $15.38     
    88,066
   Exercised                                            15.38     
   ( 2,940)
Outstanding, June 30, 1993                              15.38     
    85,126
   Exercised                                            15.38     
   (12,450)
Outstanding, June 30, 1994                             $15.38     
    72,676 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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
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
represents the 
net decrease to the deferred tax liability as of that date.  This
amount has 
been reflected in current year net income as the cumulative
effect of a change 
in accounting principle.

The components of income before United States and foreign income
taxes are:

                                                                  
   1994           1993           1992   
                                                              
                         
Domestic                                                         
$12,210,000     $6,624,000     $1,084,000
Foreign                                                           
  (705,000)    (1,182,000)       322,000
                                                                 
$11,505,000     $5,442,000     $1,406,000

The provision for income taxes is comprised of the following:
                                                                  
   1994           1993           1992   
Current -
   Federal                                                       
$ 4,142,000     $1,978,000     $  428,000
   State                                                          
   770,000        333,000         79,000
   Foreign                                                        
   (73,000)      (377,000)       133,000
                                                                  
 4,839,000      1,934,000        640,000
Deferred -
   Federal                                                        
  (588,000)       (70,000)       (77,000)
   State                                                          
   (73,000)        20,000        (31,000)
   Foreign                                                        
   (38,000)       (44,000)        (2,000)
                                                                  
  (699,000)       (94,000)      (110,000)
                                                                 
$ 4,140,000     $1,840,000     $  530,000

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:

                                                                  
   1994           1993           1992   
Taxes on book income at statutory rate                           
$ 3,912,000     $1,850,000     $  478,000
Increases (decreases) resulting from:
   State income taxes, net of Federal income tax benefit          
   460,000        233,000         32,000
   Dividend exclusion                                             
  (195,000)      (134,000)        (7,000)
   Foreign tax credit carryforward                                
  (157,000)      (129,000)
   Other                                                          
   120,000         20,000         27,000
Provision for income taxes                                       
$ 4,140,000     $1,840,000     $  530,000
/TABLE


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 June 30, 1994 are as
follows: 

                                                               
                              
Accounts receivable                                               
                              $  316,000
Inventory                                                         
                                 309,000
Accrued liabilities                                               
                                 623,000
Other                                                             
                                  78,000
   Net deferred tax asset                                         
                              $1,326,000

Property, plant and equipment                                     
                              $4,389,000
Other                                                             
                                  77,000
   Net deferred tax liability                                     
                              $4,466,000

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.


Note 10.  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:
                                                                  
1994             1993             1992    
                                                           
                            
Sales:
  United States                                               
$163,238,000     $139,073,000     $142,655,000
  Foreign                                                       
11,535,000       13,122,000       15,668,000
                                                              
$174,773,000     $152,195,000     $158,323,000

Net income:
  United States                                                $ 
9,390,000     $  4,360,000     $    684,000
  Foreign                                                         
(595,000)        (758,000)         192,000
                                                               $ 
8,795,000     $  3,602,000     $    876,000

Identifiable assets:
  United States                                               
$121,127,000     $114,799,000     $112,200,000
  Foreign                                                        
7,903,000        9,139,000       10,086,000
                                                              
$129,030,000     $123,938,000     $122,286,000
<FN>
The Company's equity investment in its consolidated foreign
subsidiary was $5,254,000 at June 30, 1994.
/TABLE



Note 11.  Unaudited quarterly financial information - 

Quarterly financial information for the fiscal years ended June
30, 1994 and 1993 is summarized as follows:

                                   First          Second          
Third          Fourth           Fiscal   
                                  Quarter         Quarter        
Quarter         Quarter           Year    
                                                      
                          
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

1993
Net sales                       $40,706,000     $38,189,000    
$33,642,000     $39,658,000     $152,195,000
Cost of sales                    29,374,000      27,650,000     
24,537,000      28,114,000      109,675,000
Net income (loss)                 1,234,000         896,000       
(126,000)      1,598,000        3,602,000
Earnings (loss) per share               .29             .21       
    (.03)            .38              .85

<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.







QUARTERLY STOCK INFORMATION


                                                 1994             
                       1993               
                                     High         Low      
Dividend          High         Low       Dividend
                                                      
                            
First Quarter                       $24 1/2     $22 1/8       $
.25          $20 3/8     $18 3/8       $ .25 
Second Quarter                       24 3/8      21 5/8        
.25           21 1/2      19 1/8         .25 
Third Quarter                        28          23 5/8        
.25           24          20 5/8         .25 
Fourth Quarter                       26 3/4      23 7/8        
.25           23 7/8      23 1/4         .25 
Year                                $28         $21 5/8      
$1.00          $24         $18 3/8       $1.00 
/TABLE


       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, 1994 and 1993, and the results of their
operations and their 
       cash flows for each of the three years in the period ended
June 30, 1994,
       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
       
       400 South Hope Street
       Los Angeles, CA 90071-2889
       August 17, 1994
              

CORPORATE INFORMATION

DIRECTORS                                  OFFICERS

Cornelius C. Vanderstar                    John P. Cunningham
Chairman of the Board                      President

John P. Cunningham                         Hugh E. Curran
                                           Vice President - Sales
Hugh E. Curran
                                           David C. Treinen
David C. Treinen                           Vice President -
Finance; Secretary

Joel F. McIntyre                           Ronald L. Rudy
Partner in the Law Firm of                 Vice President -
Manufacturing
McIntyre & Lubeck
                                           Mitchell K. Fogelman
Alexander van de Pol                       Asst. Vice President -
Finance;
Retired President and                      Controller
Chairman of the Board of
Commonwealth Metals-Pacific                Michael S. Snodgrass
                                           Asst. Vice President -
Personnel &
Donald J. Willfong                         Industrial Relations
Executive Vice President of
Sutro & Co.                                Roland A. Young
                                           Treasurer; Assistant
Secretary






STOCK TRANSFER AGENT AND REGISTRAR

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


                                            ANNUAL SHAREHOLDERS
MEETING
STOCK EXCHANGE LISTINGS                     2 p.m., Thursday,
October 27, 1994
New York Stock Exchange                     International
Extrusion Corporation
Pacific Stock Exchange                      1000 Meridian Avenue
Trading Symbol - IAL                        Alhambra, California
91803



SUBSIDIARIES BY PRODUCT GROUP

COMMERCIAL -                                        RESIDENTIAL -
                                                 
United States Aluminum Corporation                  International
Window Corporation
   Vernon, California                                  South
Gate, California

United States Aluminum Corporation-Illinois         International
Window-Northern California
   Bedford Park, Illinois                              Hayward,
California

United States Aluminum Corporation-Texas            International
Window-Arizona, Inc.
   Waxahachie, Texas                                   Phoenix,
Arizona
   Denver, Colorado
                                                    Maestro
Products, Inc.
United States Aluminum Corporation-Carolina            Riverside,
California
   Rock Hill, South Carolina                               
                                                    Eland-Brandt,
B.V.
United States Aluminum Corporation-Northeast           Amsterdam,
The Netherlands
   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










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