content: <PAGE>   1
  
  
    As filed with the Securities and Exchange Commission on September 15, 1998
                                                             Registration No. 333-
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                ------------------
  
                                     FORM S-8
  
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
  
                                ------------------
  
                        ASSOCIATED MATERIALS INCORPORATED
              (Exact name of registrant as specified in its charter)
  
                        2200 ROSS AVENUE, SUITE 4100 EAST
                               DALLAS, TEXAS  75201
                                  (214) 220-4600
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
  
            DELAWARE                                    75-1872487
     (State of incorporation)              (I.R.S. Employer Identification Number)
  
                        ASSOCIATED MATERIALS INCORPORATED
                  AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                             (Full title of the plan)
  
                                ROBERT L. WINSPEAR
                    VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                        ASSOCIATED MATERIALS INCORPORATED
                        2200 ROSS AVENUE, SUITE 4100 EAST
                                DALLAS, TX  75201
                                  (214) 220-4600
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
  
                                 WITH A COPY TO:
  
                             JAMES E. O'BANNON, ESQ.
                            JONES, DAY, REAVIS & POGUE
                            2300 TRAMMELL CROW CENTER
                                 2001 ROSS AVENUE
                               DALLAS, TEXAS  75201
                                  (214) 220-3939
  
                                 ------------------
  
  <TABLE>
  <CAPTION>
                                               CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------
                                                                               Proposed          Proposed
                                                                                Maximum           Maximum
                                                               Amount          Offering          Aggregate          Amount of
                                                               to be           Price per         Offering         Registration
   Title of Securities to be Registered                    Registered (1)        Share           Price               Fee (2)
  ----------------------------------------------------------------------------------------------------------------------------
   <S>                                                        <C>                <C>            <C>                  <C>
   Common Stock, par value $.0025 per share  . . . . .        737,600            $8.18          $6,035,184           $1,781
  ----------------------------------------------------------------------------------------------------------------------------
  (1)   Represents shares issuable in connection with the exercise of options previously granted under the Associated
        Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in
        connection with the exercise of options available for grant under the Plan.  Pursuant to Rule 416, there are also
        registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan
        as a result of the antidilution provisions contained therein.
  
  (2)   The registration fee has been computed in accordance with Rule 457(h).  Pursuant to Rule 457(h)(3), the
        registration fee has been calculated on the basis of a single fee with respect to shares issuable in connection
        with the exercise of options previously granted under the Plan and shares issuable in connection with the exercise
        of options available for grant under the Plan.
  ----------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  ================================================================================
  <PAGE>   2
                                      PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                                 EXPLANATORY NOTE
  
           The information called for by Part I of this Registration Statement on
  Form S-8 (the "Registration Statement") is included in the description of the
  Associated Materials Incorporated Amended and Restated 1994 Stock Incentive
  Plan ("Plan") to be delivered to persons eligible to participate in the Plan.
  Pursuant to the Note to Part I of Form S-8, this information is not being filed
  with or included in this Registration Statement.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by Associated Materials Incorporated
  (the "Company") with the Securities and Exchange Commission (the "Commission")
  pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), are incorporated by reference in this Registration Statement: (i)
  Company's Annual Report on Form 10-K for the year ended December 31, 1997;STF
  (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March
  31, 1998; (iii) the Company's Quarterly Report on Form 10-Q for the quarter
  ended June 30, 1998; and (iv) the description of the Common Stock contained in
  the Company's Registration Statement on Form 8-A/A, filed by the Company with
  the Commission.
  
           All documents subsequently filed by the Company pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
  offering made hereby, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part of this Registration Statement from the
  date of the filing of such reports.
  
           Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable (securities to be offered are registered under Section
  12 of the Exchange Act).
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Restated Certificate of Incorporation (the "Certificate") of the
  Company provides that to the full extent permitted by the General Corporation
  Law of the State of Delaware ("DGCL") or any other applicable laws as presently
  or hereafter in effect, no director of the Company shall be personally liable
  to the Company or its stockholders for or with respect to any acts or omissions
  in the performance of his or her duties as a director of the Company.  The DGCL
  would not permit limitation of liability of any such director (i) for breach of
  such director's duty of loyalty to the Company or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or
  a knowing violation of law, (iii) in respect of certain unlawful dividend
  payments or stock redemptions or repurchases or (iv) for any transaction for
  which such person derived an improper personal benefit.  The Certificate and
  the Company's Restated Bylaws ("Bylaws") provide that each person who is or was
  a director or officer of the Company or each such person who is or was serving
  at the request of the Board of Directors or an officer of the Company as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise (including the heirs, executors and
  administrators of such person), shall be indemnified by the Company to the full
  extent permitted by the DGCL or any other applicable laws as presently or
  hereafter in effect.
  
  
  
  
  
                                       II-1
  <PAGE>   4
           The Company has entered into certain agreements (the "Indemnification
  Agreements") with each of its directors and executive officers (each an
  "Indemnitee") designed to give effect to the foregoing provisions of the
  Certificate and Bylaws.  The Indemnification Agreements are intended to provide
  certain additional assurances against the possibility of uninsured liability
  primarily because the Indemnification Agreements (i) specify the extent to
  which the Indemnitees shall be entitled to receive benefits not expressly set
  forth in the DGCL and (ii) include a number of procedural provisions designed
  to provide certainty in administration of the rights to indemnity.  Pursuant to
  the Indemnification Agreements, among other things, an Indemnitee will be
  entitled to indemnification as provided by the DGCL and, in general, subject to
  limitations (if any) imposed by applicable law, to indemnification for any
  amount which the Indemnitee is or becomes legally obligated to pay relating to
  failure to act or neglect or breach of duty, including any actual or alleged
  error, misstatement or misleading statement, which such person commits,
  suffers, permits or acquiesces in while acting in the Indemnitee's position
  with the Company.  The right to receive payments in excess of those expressly
  provided for in the DGCL is not required under the Indemnification Agreements
  in connection with any claim against the Indemnitee (i) for which payment is
  actually made to the Indemnitee under a valid and collectible insurance policy,
  (ii) which results in a final, nonappealable order for the Indemnitee to pay a
  fine or similar governmental imposition which the Company is prohibited by
  applicable law from paying, or (iii) based upon or attributable to the
  Indemnitee gaining in fact a personal profit to which he was not legally
  entitled, including without limitation profits made from the purchase and sale
  by the Indemnitee of equity securities of the Company which are not recoverable
  by the Company pursuant to Section 16(b) of the Exchange Act and profits
  arising from transactions in publicly traded securities of the Company which
  were effected by the Indemnitee in violation of Section 10(b) of the Exchange
  Act or Rule 10b-5 promulgated thereunder.
  
           The Company has purchased and maintains insurance on behalf of any
  person who is or was a director or officer against any loss arising from any
  claim asserted against him and incurred by him in any such capacity, subject to
  certain exclusions.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
            4.1    Restated Certificate of Incorporation, as amended, of
                   Associated Materials Incorporated (the "Company")
                   (incorporated by reference to Exhibit 4.1 to the Company's
                   Registration Statement on Form S-8, Commission File No.
                   333-63435)
  
            4.2    Restated Bylaws of the Company (incorporated by reference to
                   Exhibit 3.2 to the Company's Registration Statement on Form
                   S-1, Commission File No. 33-84110)
  
            5.1    Opinion of Jones, Day, Reavis & Pogue
  
           23.1    Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                   5.1)
  
           23.2    Consent of Ernst & Young LLP
  
           24.1    Powers of Attorney
  
           99.1    Associated Materials Incorporated Amended and Restated 1994
                   Stock Incentive Plan (incorporated  by reference to Exhibit
                   10.1 to the Company's Quarterly Report on Form 10-Q for the
                   period ended June 30, 1997)
  
  
  
  
  
                                        II-2
  <PAGE>   5
  ITEM 9.  UNDERTAKINGS
  
           A. The Company hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
                  (i)       To include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933, as amended (the "Securities
              Act"), unless the information required to be included in such
              post-effective amendment is contained in periodic reports filed by
              the Company pursuant to Section 13 or 15(d) of the Exchange Act and
              incorporated herein by reference;
  
                  (ii)      To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change in
              the information set forth in the Registration Statement, unless the
              information required to be included in such post-effective
              amendment is contained in periodic reports filed by the Company
              pursuant to Section 13 or 15(d) of the Exchange Act and
              incorporated herein by reference.  Notwithstanding the foregoing,
              any increase or decrease in volume of securities offered (if the
              total dollar value of securities offered would not exceed that
              which was registered) and any deviation from the low or high and of
              the estimated maximum offering range may be reflected in the form
              of prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no more
              than a 20% change in the maximum aggregate offering price set forth
              in the "Calculation of Registration Fee" table in the effective
              Registration Statement; and
  
                  (iii)     To include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;
  
           provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act that are incorporated by
           reference in this Registration Statement;
  
              (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
              (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
  
  
  
  
                                        II-3
  <PAGE>   6
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer, or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                       II-4
  <PAGE>   7
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on  September 15, 1998.
  
                                            ASSOCIATED MATERIALS INCORPORATED
                            
                            
                                            By:  /s/ ROBERT L. WINSPEAR       
                                               ------------------------------
                                                     Robert L. Winspear
                                       Vice President and Chief Financial Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on September 15, 1998.
  
            Signatures                                    Title
            ----------                                    -----
  
  
       WILLIAM W. WINSPEAR*             Chairman of the Board, President and Chief
   --------------------------                         Executive Officer    
       William W. Winspear                       (Principal Executive Officer)
                                       
   /s/ ROBERT L. WINSPEAR                Vice President, Chief Financial Officer,
   --------------------------                   Treasurer and Secretary 
       Robert L. Winspear             (Principal Financial and Accounting Officer)
                                       
                                       
       RICHARD I. GALLAND*                               Director
   --------------------------                              
       Richard I. Galland          
                                       
                                       
       JOHN T. GRAY*                                     Director
   --------------------------                              
       John T. Gray              
                                       
       DONALD L. KAUFMAN*                                Director
   --------------------------                              
       Donald L. Kaufman           
                                       
                                       
       JAMES F. LEARY*                                   Director
   --------------------------                              
       James F. Leary            
                                       
       ALAN B. LERNER*                                   Director
   --------------------------                              
       Alan B. Lerner            
                                       
                                       
       A.A. MEITZ*                                       Director
   --------------------------    
       A.A. Meitz                
  
  *   Robert L. Winspear, by signing his name hereto, does sign and execute this
      Registration Statement pursuant to the Powers of Attorney executed on
      behalf of the above-named officers and directors and filed herewith.
  
  
                                          /s/ ROBERT L. WINSPEAR           
                                  --------------------------------------
                                              Robert L. Winspear
                                               Attorney-in-Fact
                               
  
  
  
  
                                       II-5
  <PAGE>   8
                                INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.               Exhibit
  -----------               -------
  <S>                       <C>
     4.1                    Restated Certificate of Incorporation, as amended, of Associated Materials Incorporated
                            (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8,
                            Commission File No. 333-63435)
  
     4.2                    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's
                            Registration Statement on Form S-1, Commission File No. 33-84110)
  
     5.1                    Opinion of Jones, Day, Reavis & Pogue
  
    23.1                    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
    23.2                    Consent of Ernst & Young LLP
  
    24.1                    Powers of Attorney
  
    99.1                    Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (incorporated
                            by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 1997)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22418}]
metadata_filer: {"company-data": {"conformed-name": "ASSOCIATED MATERIALS INC", "cik": "0000802967", "assigned-sic": "3089", "irs-number": "751872487", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63445", "film-number": "98709941"}, "business-address": {"street1": "2200 ROSS AVE STE 4100 E", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2147547188"}, "mail-address": {"street1": "2200 ROSS AVENUE", "street2": "SUITE 4100 EAST", "city": "DALLAS", "state": "TX", "zip": "75201"}}
text: 1
  
    As filed with the Securities and Exchange Commission on September 15, 1998
                                                             Registration No. 333-
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                ------------------
  
                                     FORM S-8
  
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
  
                                ------------------
  
                        ASSOCIATED MATERIALS INCORPORATED
              (Exact name of registrant as specified in its charter)
  
                        2200 ROSS AVENUE, SUITE 4100 EAST
                               DALLAS, TEXAS  75201
                                  (214) 220-4600
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)
  
            DELAWARE                                    75-1872487
     (State of incorporation)              (I.R.S. Employer Identification Number)
  
                        ASSOCIATED MATERIALS INCORPORATED
                  AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                             (Full title of the plan)
  
                                ROBERT L. WINSPEAR
                    VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                        ASSOCIATED MATERIALS INCORPORATED
                        2200 ROSS AVENUE, SUITE 4100 EAST
                                DALLAS, TX  75201
                                  (214) 220-4600
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
  
                                 WITH A COPY TO:
  
                             JAMES E. O'BANNON, ESQ.
                            JONES, DAY, REAVIS & POGUE
                            2300 TRAMMELL CROW CENTER
                                 2001 ROSS AVENUE
                               DALLAS, TEXAS  75201
                                  (214) 220-3939
  
                                 ------------------
  CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------
                                                                               Proposed          Proposed
                                                                                Maximum           Maximum
                                                               Amount          Offering          Aggregate          Amount of
                                                               to be           Price per         Offering         Registration
   Title of Securities to be Registered                    Registered (1)        Share           Price               Fee (2)
  ----------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.0025 per share  . . . . .        737,600            $8.18          $6,035,184           $1,781
  ----------------------------------------------------------------------------------------------------------------------------
  (1)   Represents shares issuable in connection with the exercise of options previously granted under the Associated
        Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in
        connection with the exercise of options available for grant under the Plan.  Pursuant to Rule 416, there are also
        registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan
        as a result of the antidilution provisions contained therein.
  
  (2)   The registration fee has been computed in accordance with Rule 457(h).  Pursuant to Rule 457(h)(3), the
        registration fee has been calculated on the basis of a single fee with respect to shares issuable in connection
        with the exercise of options previously granted under the Plan and shares issuable in connection with the exercise
        of options available for grant under the Plan.
  ----------------------------------------------------------------------------------------------------------------------------
  ================================================================================
  2
                                      PART I
  
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                                 EXPLANATORY NOTE
  
           The information called for by Part I of this Registration Statement on
  Form S-8 (the "Registration Statement") is included in the description of the
  Associated Materials Incorporated Amended and Restated 1994 Stock Incentive
  Plan ("Plan") to be delivered to persons eligible to participate in the Plan.
  Pursuant to the Note to Part I of Form S-8, this information is not being filed
  with or included in this Registration Statement.
  
                                        I-1
  3
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by Associated Materials Incorporated
  (the "Company") with the Securities and Exchange Commission (the "Commission")
  pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), are incorporated by reference in this Registration Statement: (i)
  Company's Annual Report on Form 10-K for the year ended December 31, 1997;STF
  (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March
  31, 1998; (iii) the Company's Quarterly Report on Form 10-Q for the quarter
  ended June 30, 1998; and (iv) the description of the Common Stock contained in
  the Company's Registration Statement on Form 8-A/A, filed by the Company with
  the Commission.
  
           All documents subsequently filed by the Company pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
  offering made hereby, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part of this Registration Statement from the
  date of the filing of such reports.
  
           Any statement contained herein or in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable (securities to be offered are registered under Section
  12 of the Exchange Act).
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Restated Certificate of Incorporation (the "Certificate") of the
  Company provides that to the full extent permitted by the General Corporation
  Law of the State of Delaware ("DGCL") or any other applicable laws as presently
  or hereafter in effect, no director of the Company shall be personally liable
  to the Company or its stockholders for or with respect to any acts or omissions
  in the performance of his or her duties as a director of the Company.  The DGCL
  would not permit limitation of liability of any such director (i) for breach of
  such director's duty of loyalty to the Company or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or
  a knowing violation of law, (iii) in respect of certain unlawful dividend
  payments or stock redemptions or repurchases or (iv) for any transaction for
  which such person derived an improper personal benefit.  The Certificate and
  the Company's Restated Bylaws ("Bylaws") provide that each person who is or was
  a director or officer of the Company or each such person who is or was serving
  at the request of the Board of Directors or an officer of the Company as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise (including the heirs, executors and
  administrators of such person), shall be indemnified by the Company to the full
  extent permitted by the DGCL or any other applicable laws as presently or
  hereafter in effect.
  
                                       II-1
  4
           The Company has entered into certain agreements (the "Indemnification
  Agreements") with each of its directors and executive officers (each an
  "Indemnitee") designed to give effect to the foregoing provisions of the
  Certificate and Bylaws.  The Indemnification Agreements are intended to provide
  certain additional assurances against the possibility of uninsured liability
  primarily because the Indemnification Agreements (i) specify the extent to
  which the Indemnitees shall be entitled to receive benefits not expressly set
  forth in the DGCL and (ii) include a number of procedural provisions designed
  to provide certainty in administration of the rights to indemnity.  Pursuant to
  the Indemnification Agreements, among other things, an Indemnitee will be
  entitled to indemnification as provided by the DGCL and, in general, subject to
  limitations (if any) imposed by applicable law, to indemnification for any
  amount which the Indemnitee is or becomes legally obligated to pay relating to
  failure to act or neglect or breach of duty, including any actual or alleged
  error, misstatement or misleading statement, which such person commits,
  suffers, permits or acquiesces in while acting in the Indemnitee's position
  with the Company.  The right to receive payments in excess of those expressly
  provided for in the DGCL is not required under the Indemnification Agreements
  in connection with any claim against the Indemnitee (i) for which payment is
  actually made to the Indemnitee under a valid and collectible insurance policy,
  (ii) which results in a final, nonappealable order for the Indemnitee to pay a
  fine or similar governmental imposition which the Company is prohibited by
  applicable law from paying, or (iii) based upon or attributable to the
  Indemnitee gaining in fact a personal profit to which he was not legally
  entitled, including without limitation profits made from the purchase and sale
  by the Indemnitee of equity securities of the Company which are not recoverable
  by the Company pursuant to Section 16(b) of the Exchange Act and profits
  arising from transactions in publicly traded securities of the Company which
  were effected by the Indemnitee in violation of Section 10(b) of the Exchange
  Act or Rule 10b-5 promulgated thereunder.
  
           The Company has purchased and maintains insurance on behalf of any
  person who is or was a director or officer against any loss arising from any
  claim asserted against him and incurred by him in any such capacity, subject to
  certain exclusions.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8.  EXHIBITS
  
            4.1    Restated Certificate of Incorporation, as amended, of
                   Associated Materials Incorporated (the "Company")
                   (incorporated by reference to Exhibit 4.1 to the Company's
                   Registration Statement on Form S-8, Commission File No.
                   333-63435)
  
            4.2    Restated Bylaws of the Company (incorporated by reference to
                   Exhibit 3.2 to the Company's Registration Statement on Form
                   S-1, Commission File No. 33-84110)
  
            5.1    Opinion of Jones, Day, Reavis & Pogue
  
           23.1    Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                   5.1)
  
           23.2    Consent of Ernst & Young LLP
  
           24.1    Powers of Attorney
  
           99.1    Associated Materials Incorporated Amended and Restated 1994
                   Stock Incentive Plan (incorporated  by reference to Exhibit
                   10.1 to the Company's Quarterly Report on Form 10-Q for the
                   period ended June 30, 1997)
  
                                        II-2
  5
  ITEM 9.  UNDERTAKINGS
  
           A. The Company hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement:
  
                  (i)       To include any prospectus required by Section
              10(a)(3) of the Securities Act of 1933, as amended (the "Securities
              Act"), unless the information required to be included in such
              post-effective amendment is contained in periodic reports filed by
              the Company pursuant to Section 13 or 15(d) of the Exchange Act and
              incorporated herein by reference;
  
                  (ii)      To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change in
              the information set forth in the Registration Statement, unless the
              information required to be included in such post-effective
              amendment is contained in periodic reports filed by the Company
              pursuant to Section 13 or 15(d) of the Exchange Act and
              incorporated herein by reference.  Notwithstanding the foregoing,
              any increase or decrease in volume of securities offered (if the
              total dollar value of securities offered would not exceed that
              which was registered) and any deviation from the low or high and of
              the estimated maximum offering range may be reflected in the form
              of prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no more
              than a 20% change in the maximum aggregate offering price set forth
              in the "Calculation of Registration Fee" table in the effective
              Registration Statement; and
  
                  (iii)     To include any material information with respect to
              the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;
  
           provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act that are incorporated by
           reference in this Registration Statement;
  
              (2) That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof; and
  
              (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                                        II-3
  6
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable.  In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer, or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                       II-4
  7
                                    SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on  September 15, 1998.
  
                                            ASSOCIATED MATERIALS INCORPORATED
                            
                            
                                            By:  /s/ ROBERT L. WINSPEAR       
                                               ------------------------------
                                                     Robert L. Winspear
                                       Vice President and Chief Financial Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities indicated on September 15, 1998.
  
            Signatures                                    Title
            ----------                                    -----
  
       WILLIAM W. WINSPEAR*             Chairman of the Board, President and Chief
   --------------------------                         Executive Officer    
       William W. Winspear                       (Principal Executive Officer)
                                       
   /s/ ROBERT L. WINSPEAR                Vice President, Chief Financial Officer,
   --------------------------                   Treasurer and Secretary 
       Robert L. Winspear             (Principal Financial and Accounting Officer)
                                       
                                       
       RICHARD I. GALLAND*                               Director
   --------------------------                              
       Richard I. Galland          
                                       
                                       
       JOHN T. GRAY*                                     Director
   --------------------------                              
       John T. Gray              
                                       
       DONALD L. KAUFMAN*                                Director
   --------------------------                              
       Donald L. Kaufman           
                                       
                                       
       JAMES F. LEARY*                                   Director
   --------------------------                              
       James F. Leary            
                                       
       ALAN B. LERNER*                                   Director
   --------------------------                              
       Alan B. Lerner            
                                       
                                       
       A.A. MEITZ*                                       Director
   --------------------------    
       A.A. Meitz                
  
  *   Robert L. Winspear, by signing his name hereto, does sign and execute this
      Registration Statement pursuant to the Powers of Attorney executed on
      behalf of the above-named officers and directors and filed herewith.
  
                                          /s/ ROBERT L. WINSPEAR           
                                  --------------------------------------
                                              Robert L. Winspear
                                               Attorney-in-Fact
                               
  
                                       II-5
  8
                                INDEX TO EXHIBITS
  Exhibit No.               Exhibit
  -----------               -------
  4.1                    Restated Certificate of Incorporation, as amended, of Associated Materials Incorporated
                            (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8,
                            Commission File No. 333-63435)
  
     4.2                    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's
                            Registration Statement on Form S-1, Commission File No. 33-84110)
  
     5.1                    Opinion of Jones, Day, Reavis & Pogue
  
    23.1                    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
    23.2                    Consent of Ernst & Young LLP
  
    24.1                    Powers of Attorney
  
    99.1                    Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (incorporated
                            by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
                            ended June 30, 1997)