Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
PERRY DANA
 2. Issuer Name and Ticker or Trading Symbol
AZZ INC [AZZ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

ONE MUSEUM PLACE, SUITE 500, 3100 WEST 7TH STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/28/2015
(Street)


FORT WORTH, TX 76107		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
COMMON STOCK 05/31/2014   M4 3,321 A $ (1) 500,562 D  
COMMON STOCK 05/31/2014   M4 3,206 A $ (1) 503,768 D  
COMMON STOCK 05/31/2014   M4 5,354 (2) A $ (1) 509,122 D  
COMMON STOCK 05/31/2014   F4(3) 4,437 D $ 44.51 504,685 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   05/31/2014   M4   3,321   (4)   (4) COMMON STOCK
3,321
(1) 3,321
D
 
Restricted Stock Units   05/31/2014   M4   3,206   (5)   (5) COMMON STOCK
3,206
(1) 3,206
D
 
Restricted Stock Units   05/31/2014   M4   5,354 (2)   (6)   (6) COMON STOCK
5,354 (2)
(1) 5,354 (2)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERRY DANA
ONE MUSEUM PLACE, SUITE 500
3100 WEST 7TH STREET
FORT WORTH, TX 76107		   X      

Signatures

/s/ Tara D. Mackey, attorney-in-fact for Dana L. Perry 03/20/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
(2) This grant was previously reported as 2,677 RSUs, but has been adjusted to reflect the 2-for-1 stock split that occurred on June 28, 2012.
(3) The reporting person disposed of 4,437 shares of common stock to satisfy tax withholding obligations.
(4) In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 7, 2013 under the Amended and Restated AZZ incorporated 2005 Long Term Incentive Plan (the "2005 Plan") were accelerated to be fully vested.
(5) In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 3, 2014 under the 2005 Plan were accelerated to be fully vested.
(6) In connection with the reporting person's retirement as an employee of the Issuer, RSUs awarded to the reporting person on March 1, 2012 under the 2005 Plan were accelerated to be fully vested.

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