content: <PAGE>   1
     As filed with the Securities and Exchange Commission on October ___, 1996
                                                             Registration No. 333-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                            ------------------------
  
  
                           NCI BUILDING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
  
  
             DELAWARE                                        76-0127701
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
  
  
                                   7301 FAIRVIEW
                               HOUSTON, TEXAS  77041
                                   (713) 466-7788
               (Address of registrant's principal executive offices)
  
  
                           NCI 401(K) PROFIT SHARING PLAN
                                (Full Title of Plan)
  
                            ------------------------
  
  
         Johnie Schulte, Jr.                   Copy to:   John K. Sterling, Esq.
  President and Chief Executive Officer                  Gardere & Wynne, L.L.P.
      NCI Building Systems, Inc.                             1601 Elm Street
           7301 Fairview                                        Suite 3000
        Houston, Texas  77041                             Dallas, Texas  75201
          (713) 466-7788                                     (214) 999-4925
  
  
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===================================================================================================================================
           TITLE OF EACH CLASS                                PROPOSED MAXIMUM     PROPOSED MAXIMUM
           OF SECURITIES TO BE             AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
                REGISTERED                REGISTERED (1)(2)     PER SHARE (3)        PRICE (1)(3)        REGISTRATION FEE(3)
  -----------------------------------------------------------------------------------------------------------------------------------
   <S>                                    <C>                      <C>              <C>                   <C>
   Common Stock, $.01 par value           300,000 shares           $31.50           $9,450,000.00         $2,863.64
  ===================================================================================================================================
  </TABLE>
  
  
  (1)          In addition, pursuant to Rule 416(c) under the Securities Act of
               1933, this registration statement also covers an indeterminate
               amount of interests to be offered or sold pursuant to the employee
               benefit plan described herein.
  
  (2)          The shares of Common Stock, $.01 par value ("Common Stock"), of
               NCI Building Systems, Inc., a Delaware corporation (the
               "Registrant"), being registered hereby consist of shares to be
               acquired by the Trustees pursuant to the NCI 401(k) Profit Sharing
               Plan (the "Plan") for the accounts of participants.
  
  (3)          Calculated pursuant to Rule 457(h), based on the average of the
               high and low prices for the Common Stock on October 22, 1996, as
               quoted in the NASDAQ Stock Market.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended, and the Note to
       Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement.
  
            (1)    The Registrant's Annual Report on Form 10-K for the fiscal
                   year ended October 31, 1995.
  
            (2)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended January 31, 1996.
  
            (3)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended April 30, 1996.
  
            (4)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended July 31, 1996.
  
            (5)    The Registrant's Current Report on Form 8-K dated November 13,
       1995 and filed with the Commission on November 28, 1995 with respect to
       the acquisition of the business of Doors & Building Components, Inc.
  
            (6)    The Registrant's Current Report on Form 8-K dated April 1,
       1996 and filed with the Commission on April 9, 1996 with respect to the
       acquisition of the business of Mesco Metal Buildings, a division of
       Anderson Industries, Inc., amended by Form 8-K/A dated May 31, 1996 and
       filed with the Commission on May 31, 1996.
  
            (7)    Annual Report of the Registrant's 401(K) Plan on Form 11-K
       dated October 21, 1996 and filed with the Commission on October 22, 1996.
  
            (8)    The description of the Registrant's Common Stock contained in
       the Registrant's Registration Statement on Form 8-A, as filed with the
       Securities and Exchange Commission on February 22, 1992, which
       incorporated by reference the section titled "Description of Capital
       Stock" contained in the Prospectus filed with the Securities and Exchange
       Commission on April 7, 1992 as part of the Registrant's registration
       statement on Form S-1 (Registration No. 33-45612).
  
       In addition, all documents subsequently filed by the Registrant or its
  401(k) Profit Sharing Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this registration statement and to be a part
  hereof from the date of filing of such documents.  The consolidated financial
  statements of the Registrant appearing
  
  
  
  
  
                                        II-1
  <PAGE>   3
  in its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on January 29, 1996, for the year ended October 31, 1995, have been
  audited by Ernst & Young LLP, independent auditors, as set forth in their
  report thereon included therein and incorporated herein by reference.  Such
  consolidated financial statements are, and audited consolidated financial
  statements to be included in subsequently filed documents will be, incorporated
  herein in reliance upon the reports of Ernst & Young LLP pertaining to such
  financial statements (to the extent covered by consents filed with the
  Securities and Exchange Commission) given upon the authority of such firm as
  experts in accounting and auditing.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Gardere & Wynne, L.L.P., 1601 Elm Street, Suite 2600, Dallas, Texas
  75201, counsel for the Registrant, has rendered an opinion as to the legality
  of the securities being registered hereby.  John K. Sterling, a partner in
  Gardere & Wynne, L.L.P., owns 7,000 shares of Common Stock of the Registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may, under certain circumstances,
  indemnify its directors and officers against expenses, judgments, fines and
  settlements actually and reasonably incurred by them in connection with certain
  civil suits or actions.  In addition, Section 145 permits a Delaware
  corporation to grant its directors and officers additional rights of
  indemnification through bylaw provisions and otherwise and to purchase
  indemnity insurance on behalf of its directors and officers.
  
       Article VI of the Registrant's By-laws require the Registrant to indemnify
  its officers and directors and certain other employees and agents against
  expenses incurred by them in defending or settling any actions or proceedings
  in which they are made parties because they are or were the Registrant's
  directors, officers, employees or agents.  The Registrant's Restated
  Certificate of Incorporation also provides that no director shall be personally
  liable to the Registrant or its stockholders for any act or omission in such
  director's capacity as a director.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       4.1         NCI 401(k) Profit Sharing Plan Adoption Agreement, effective
                   January 1, 1992, which includes therewith the 401(k) Profit
                   Sharing Plan and the Trust Agreement pursuant to the NCI
                   401(k) Profit Sharing Plan.  (1)
  
     * 4.2         NCI 401(k) Profit Sharing Adoption Agreement, effective
                   January 1, 1993, which includes therewith the NationsBank
                   Defined Contribution Master Plan and Trust Agreement, as
                   amended.
  
     * 5.1         Opinion of Gardere & Wynne, L.L.P.
  
     *24.1         Consent of Ernst & Young LLP.
  
     *24.2         Consent of Gardere & Wynne, L.L.P. (included as part of
                   Exhibit 5.1).
  
     *25           Power of Attorney (set forth on the signature pages of the
                   registration statement).
  
  --------------------------
  
  (1)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-52078) and incorporated herein by
       reference.
  
  *    filed herewith
  
  
  
  
  
                                        II-2
  <PAGE>   4
  
       In lieu of the opinion of counsel or determination letter contemplated by
  Item 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it will
  submit the Plan and all amendments thereto to the Internal Revenue Service
  ("IRS") in a timely manner, and that it will make all changes required by the
  IRS in order to qualify the Plan under Section 401 of the Internal Revenue
  Code.
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are
       being made of the securities registered hereby, 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;
  
                   (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 this registration
                             statement;
  
                   (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 the undertakings set forth in paragraphs (1)(i)
       and (1)(ii) above do not apply if the information required to be included
       in a post-effective amendment by those paragraphs is contained in periodic
       reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
       the Securities Exchange Act of 1934 that are incorporated by reference in
       this registration statement.
  
               (2) That, for the purpose of determining any liability under
       the Securities Act of 1933, 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.
  
               (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.
  
       The undersigned Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and each filing of the annual report of the
  Plan pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered by them, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
  
       The Registrant.  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 Houston, State of Texas, on the 14th
  day of October, 1996.
  
  
                            NCI BUILDING SYSTEMS, INC.
                            (Registrant)
                          
                          
                          
                            By: /s/ Johnie Schulte                        
                               ----------------------------------------------
                               Johnie Schulte, President and Chief Executive 
                               Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Johnie Schulte and Robert J. Medlock and each of them (with full power in each
  of them to act alone), his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign and to file with the Securities
  and Exchange Commission and the securities regulatory authorities of the
  several states registration statements, any amendment or post-effective
  amendments or any and all other documents in connection therewith, in
  connection with the registration under the Securities Act of 1933, as amended,
  or the registration or qualification under any applicable state securities laws
  or regulations, of interests in the Plan and shares of Common Stock issuable
  pursuant to such Plan, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done, as fully to all intents and purposes
  as he or she might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or either of them, or their or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated below in the City of Houston, State of Texas on the 14th
  day of October, 1996.
  
  <TABLE>                
  <CAPTION>              
  Name                            Title
  ----                            -----
  <S>                             <C>
  /s/ Johnie Schulte              President, Chief Executive Officer and Director
  -----------------------         (a principal executive officer)                
  Johnie Schulte                                                    
                         
                         
  /s/ Robert J. Medlock           Vice President and Chief Financial Officer
  -----------------------         (principal financial officer)             
  Robert J. Medlock                                            
                         
                         
  /s/ T.C. Arnett                 Director
  -----------------------                 
  T.C. Arnett            
  </TABLE>                  
                            
                            
                            
                            
  
                                        II-4
  <PAGE>   6
  <TABLE>
  <CAPTION>                     
  Name                                         Title     
  ----                                         -----     
  <S>                                          <C>       
  /s/ William D. Breedlove                     Director  
  ------------------------------                         
  William D. Breedlove                                   
                                                         
                                                         
  /s/ Gary L. Forbes                           Director  
  ------------------------------                         
  Gary L. Forbes                                         
                                                         
                                                         
  /s/ Robert N. McDonald                       Director  
  ------------------------------                         
  Robert N. McDonald                                     
                                                         
                                                         
  /s/ C.A. Rundell, Jr.                        Director  
  ------------------------------                         
  C.A. Rundell, Jr.                                      
                                                         
                                                         
  /s/ Daniel D. Zabcik                         Director  
  ------------------------------                      
  Daniel D. Zabcik              
  </TABLE>                      
  
  
       The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
  Trustee has duly caused this registration statement to be signed on its behalf
  by the undersigned, thereunto duly authorized, in the City of Atlanta, State of
  Georgia, on the 21st day of October, 1996.
  
  
                                  NATIONSBANK OF GEORGIA, N.A., TRUSTEE FOR THE
                                  NCI 401(k) PROFIT SHARING PLAN
  
  
                                  By: /s/ William N. Denton 
                                     ---------------------------
                                  Print Name: William N. Denton 
                                             -------------------
                                  Title: Vice President 
                                        ------------------------
  
  
  
  
  
  
                                        II-5
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                                                                            
  Exhibit                                                                   
  Number          Exhibit                                                   
  ------          -------                                                   
  <S>             <C>
    4.1           NCI 401(k) Profit Sharing Plan Adoption Agreement,
                  effective January 1, 1992, which includes therewith
                  the 401(k) Profit Sharing Plan and the Trust Agreement
                  pursuant to the NCI 401(k) Profit Sharing Plan. (1)
  
  * 4.2           NCI 401(k) Profit Sharing Adoption Agreement, effective
                  January 1, 1993, which includes therewith the NationsBank
                  Defined Contribution Master Plan and Trust Agreement,
                  as amended.
  
  * 5.1           Opinion of Gardere & Wynne, L.L.P.
  
  *24.1           Consent of Ernst & Young LLP.
  
  *24.2           Consent of Gardere & Wynne, L.L.P. (included as part of 
                  Exhibit 5.1).
  
  *25             Power of Attorney (set forth on the signature pages of the
                  registration statement).
  </TABLE>
  
  
  
  ---------------------------
  
  (1)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-52078) and incorporated herein by
       reference.
  
  *    filed herewith
  
  
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21076}]
metadata_filer: {"company-data": {"conformed-name": "NCI BUILDING SYSTEMS INC", "cik": "0000883902", "assigned-sic": "3448", "irs-number": "760127701", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14957", "film-number": "96648777"}, "business-address": {"street1": "P O BOX 40220", "city": "HOUSTON TEXAS", "state": "TX", "zip": "77240-0220", "phone": "7134667788"}, "mail-address": {"street2": "P O BOX 40220", "city": "HOUSTON", "state": "TX", "zip": "77240-0220"}, "former-company": {"former-conformed-name": "NATIONAL COMPONENTS INCORPORATED", "date-changed": "19600201"}}
text: 1
     As filed with the Securities and Exchange Commission on October ___, 1996
                                                             Registration No. 333-
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            ------------------------
  
                           NCI BUILDING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
             DELAWARE                                        76-0127701
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                           Identification No.)
  
                                   7301 FAIRVIEW
                               HOUSTON, TEXAS  77041
                                   (713) 466-7788
               (Address of registrant's principal executive offices)
  
                           NCI 401(K) PROFIT SHARING PLAN
                                (Full Title of Plan)
  
                            ------------------------
  
         Johnie Schulte, Jr.                   Copy to:   John K. Sterling, Esq.
  President and Chief Executive Officer                  Gardere & Wynne, L.L.P.
      NCI Building Systems, Inc.                             1601 Elm Street
           7301 Fairview                                        Suite 3000
        Houston, Texas  77041                             Dallas, Texas  75201
          (713) 466-7788                                     (214) 999-4925
  
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
           TITLE OF EACH CLASS                                PROPOSED MAXIMUM     PROPOSED MAXIMUM
           OF SECURITIES TO BE             AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING         AMOUNT OF
                REGISTERED                REGISTERED (1)(2)     PER SHARE (3)        PRICE (1)(3)        REGISTRATION FEE(3)
  -----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value           300,000 shares           $31.50           $9,450,000.00         $2,863.64
  ===================================================================================================================================
  (1)          In addition, pursuant to Rule 416(c) under the Securities Act of
               1933, this registration statement also covers an indeterminate
               amount of interests to be offered or sold pursuant to the employee
               benefit plan described herein.
  
  (2)          The shares of Common Stock, $.01 par value ("Common Stock"), of
               NCI Building Systems, Inc., a Delaware corporation (the
               "Registrant"), being registered hereby consist of shares to be
               acquired by the Trustees pursuant to the NCI 401(k) Profit Sharing
               Plan (the "Plan") for the accounts of participants.
  
  (3)          Calculated pursuant to Rule 457(h), based on the average of the
               high and low prices for the Common Stock on October 22, 1996, as
               quoted in the NASDAQ Stock Market.
  
  ================================================================================
  2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act of 1933, as amended, and the Note to
       Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement.
  
            (1)    The Registrant's Annual Report on Form 10-K for the fiscal
                   year ended October 31, 1995.
  
            (2)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended January 31, 1996.
  
            (3)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended April 30, 1996.
  
            (4)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended July 31, 1996.
  
            (5)    The Registrant's Current Report on Form 8-K dated November 13,
       1995 and filed with the Commission on November 28, 1995 with respect to
       the acquisition of the business of Doors & Building Components, Inc.
  
            (6)    The Registrant's Current Report on Form 8-K dated April 1,
       1996 and filed with the Commission on April 9, 1996 with respect to the
       acquisition of the business of Mesco Metal Buildings, a division of
       Anderson Industries, Inc., amended by Form 8-K/A dated May 31, 1996 and
       filed with the Commission on May 31, 1996.
  
            (7)    Annual Report of the Registrant's 401(K) Plan on Form 11-K
       dated October 21, 1996 and filed with the Commission on October 22, 1996.
  
            (8)    The description of the Registrant's Common Stock contained in
       the Registrant's Registration Statement on Form 8-A, as filed with the
       Securities and Exchange Commission on February 22, 1992, which
       incorporated by reference the section titled "Description of Capital
       Stock" contained in the Prospectus filed with the Securities and Exchange
       Commission on April 7, 1992 as part of the Registrant's registration
       statement on Form S-1 (Registration No. 33-45612).
  
       In addition, all documents subsequently filed by the Registrant or its
  401(k) Profit Sharing Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of
  the Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment which indicates that all securities offered have been sold or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this registration statement and to be a part
  hereof from the date of filing of such documents.  The consolidated financial
  statements of the Registrant appearing
  
                                        II-1
  3
  in its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on January 29, 1996, for the year ended October 31, 1995, have been
  audited by Ernst & Young LLP, independent auditors, as set forth in their
  report thereon included therein and incorporated herein by reference.  Such
  consolidated financial statements are, and audited consolidated financial
  statements to be included in subsequently filed documents will be, incorporated
  herein in reliance upon the reports of Ernst & Young LLP pertaining to such
  financial statements (to the extent covered by consents filed with the
  Securities and Exchange Commission) given upon the authority of such firm as
  experts in accounting and auditing.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Gardere & Wynne, L.L.P., 1601 Elm Street, Suite 2600, Dallas, Texas
  75201, counsel for the Registrant, has rendered an opinion as to the legality
  of the securities being registered hereby.  John K. Sterling, a partner in
  Gardere & Wynne, L.L.P., owns 7,000 shares of Common Stock of the Registrant.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the General Corporation Law of the State of Delaware
  provides that a Delaware corporation may, under certain circumstances,
  indemnify its directors and officers against expenses, judgments, fines and
  settlements actually and reasonably incurred by them in connection with certain
  civil suits or actions.  In addition, Section 145 permits a Delaware
  corporation to grant its directors and officers additional rights of
  indemnification through bylaw provisions and otherwise and to purchase
  indemnity insurance on behalf of its directors and officers.
  
       Article VI of the Registrant's By-laws require the Registrant to indemnify
  its officers and directors and certain other employees and agents against
  expenses incurred by them in defending or settling any actions or proceedings
  in which they are made parties because they are or were the Registrant's
  directors, officers, employees or agents.  The Registrant's Restated
  Certificate of Incorporation also provides that no director shall be personally
  liable to the Registrant or its stockholders for any act or omission in such
  director's capacity as a director.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       4.1         NCI 401(k) Profit Sharing Plan Adoption Agreement, effective
                   January 1, 1992, which includes therewith the 401(k) Profit
                   Sharing Plan and the Trust Agreement pursuant to the NCI
                   401(k) Profit Sharing Plan.  (1)
  
     * 4.2         NCI 401(k) Profit Sharing Adoption Agreement, effective
                   January 1, 1993, which includes therewith the NationsBank
                   Defined Contribution Master Plan and Trust Agreement, as
                   amended.
  
     * 5.1         Opinion of Gardere & Wynne, L.L.P.
  
     *24.1         Consent of Ernst & Young LLP.
  
     *24.2         Consent of Gardere & Wynne, L.L.P. (included as part of
                   Exhibit 5.1).
  
     *25           Power of Attorney (set forth on the signature pages of the
                   registration statement).
  
  --------------------------
  
  (1)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-52078) and incorporated herein by
       reference.
  
  *    filed herewith
  
                                        II-2
  4
  
       In lieu of the opinion of counsel or determination letter contemplated by
  Item 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it will
  submit the Plan and all amendments thereto to the Internal Revenue Service
  ("IRS") in a timely manner, and that it will make all changes required by the
  IRS in order to qualify the Plan under Section 401 of the Internal Revenue
  Code.
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned Registrant hereby undertakes:
  
               (1) To file, during any period in which offers or sales are
       being made of the securities registered hereby, 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;
  
                   (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 this registration
                             statement;
  
                   (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 the undertakings set forth in paragraphs (1)(i)
       and (1)(ii) above do not apply if the information required to be included
       in a post-effective amendment by those paragraphs is contained in periodic
       reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
       the Securities Exchange Act of 1934 that are incorporated by reference in
       this registration statement.
  
               (2) That, for the purpose of determining any liability under
       the Securities Act of 1933, 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.
  
               (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.
  
       The undersigned Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and each filing of the annual report of the
  Plan pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that
  is incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered by them, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
                                        II-3
  5
                                     SIGNATURES
  
       The Registrant.  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 Houston, State of Texas, on the 14th
  day of October, 1996.
  
                            NCI BUILDING SYSTEMS, INC.
                            (Registrant)
                          
                          
                          
                            By: /s/ Johnie Schulte                        
                               ----------------------------------------------
                               Johnie Schulte, President and Chief Executive 
                               Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Johnie Schulte and Robert J. Medlock and each of them (with full power in each
  of them to act alone), his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign and to file with the Securities
  and Exchange Commission and the securities regulatory authorities of the
  several states registration statements, any amendment or post-effective
  amendments or any and all other documents in connection therewith, in
  connection with the registration under the Securities Act of 1933, as amended,
  or the registration or qualification under any applicable state securities laws
  or regulations, of interests in the Plan and shares of Common Stock issuable
  pursuant to such Plan, granting unto said attorneys-in-fact and agents, and
  each of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done, as fully to all intents and purposes
  as he or she might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents, or either of them, or their or his
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated below in the City of Houston, State of Texas on the 14th
  day of October, 1996.
  Name                            Title
  ----                            -----
  /s/ Johnie Schulte              President, Chief Executive Officer and Director
  -----------------------         (a principal executive officer)                
  Johnie Schulte                                                    
                         
                         
  /s/ Robert J. Medlock           Vice President and Chief Financial Officer
  -----------------------         (principal financial officer)             
  Robert J. Medlock                                            
                         
                         
  /s/ T.C. Arnett                 Director
  -----------------------                 
  T.C. Arnett
  II-4
  6
  Name                                         Title     
  ----                                         -----
  /s/ William D. Breedlove                     Director  
  ------------------------------                         
  William D. Breedlove                                   
                                                         
                                                         
  /s/ Gary L. Forbes                           Director  
  ------------------------------                         
  Gary L. Forbes                                         
                                                         
                                                         
  /s/ Robert N. McDonald                       Director  
  ------------------------------                         
  Robert N. McDonald                                     
                                                         
                                                         
  /s/ C.A. Rundell, Jr.                        Director  
  ------------------------------                         
  C.A. Rundell, Jr.                                      
                                                         
                                                         
  /s/ Daniel D. Zabcik                         Director  
  ------------------------------                      
  Daniel D. Zabcik
  The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
  Trustee has duly caused this registration statement to be signed on its behalf
  by the undersigned, thereunto duly authorized, in the City of Atlanta, State of
  Georgia, on the 21st day of October, 1996.
  
                                  NATIONSBANK OF GEORGIA, N.A., TRUSTEE FOR THE
                                  NCI 401(k) PROFIT SHARING PLAN
  
                                  By: /s/ William N. Denton 
                                     ---------------------------
                                  Print Name: William N. Denton 
                                             -------------------
                                  Title: Vice President 
                                        ------------------------
  
                                        II-5
  7
                                 INDEX TO EXHIBITS
  Exhibit                                                                   
  Number          Exhibit                                                   
  ------          -------
  4.1           NCI 401(k) Profit Sharing Plan Adoption Agreement,
                  effective January 1, 1992, which includes therewith
                  the 401(k) Profit Sharing Plan and the Trust Agreement
                  pursuant to the NCI 401(k) Profit Sharing Plan. (1)
  
  * 4.2           NCI 401(k) Profit Sharing Adoption Agreement, effective
                  January 1, 1993, which includes therewith the NationsBank
                  Defined Contribution Master Plan and Trust Agreement,
                  as amended.
  
  * 5.1           Opinion of Gardere & Wynne, L.L.P.
  
  *24.1           Consent of Ernst & Young LLP.
  
  *24.2           Consent of Gardere & Wynne, L.L.P. (included as part of 
                  Exhibit 5.1).
  
  *25             Power of Attorney (set forth on the signature pages of the
                  registration statement).
  ---------------------------
  
  (1)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-52078) and incorporated herein by
       reference.
  
  *    filed herewith
  
                                        II-6