Exhibit 24.1


                   CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated August 17, 1994, which appears on 
page 15 of the 1994 Annual Report to Shareholders of International Aluminum 
Corporation (the "Company"), which is incorporated by reference in the 
Company's Annual Report on Form 10-K for the year ended June 30, 1994.  We 
also consent to the incorporation by reference of our report on the 
Financial Statement Schedules, which appears on Page F-1 of such Annual 
Report on Form 10-K.


PRICE WATERHOUSE LLP

Los Angeles, California
December 22, 1994