Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 2, 2009, the Board of Directors of AZZ incorporated, a Texas corporation (the "Company") adopted Amended and Restated Bylaws (the "Restated Bylaws"), amending Sections 2.08 and 3.08 of the Company's existing Bylaws, effective on April 2, 2009. These amendments revised the requirements that shareholders must meet in order to bring proposals before the Company's annual or special meetings of shareholders.

The summary above is qualified in its entirety by the Restated Bylaws filed herewith as Exhibit 3.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed as part of this report.

Exhibit No. Description

3.1 Amended and Restated Bylaws of AZZ incorporated (as adopted April 2, 2009)