content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on September 3, 1997
                                                             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 NONQUALIFIED STOCK OPTION PLAN
  
                                (Full Title of Plan)
  
                                -------------------
  
              Johnie Schulte               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           AMOUNT OF
         OF SECURITIES TO BE         AMOUNT TO BE    OFFERING PRICE         AGGREGATE           REGISTRATION FEE
              REGISTERED             REGISTERED (1)  PER SHARE (2)     OFFERING PRICE (1)(2)        (2)(3)
  ----------------------------------------------------------------------------------------------------------------------------------
   <S>                                <C>                 <C>             <C>                    <C>
   Common Stock, $.01 par value       500,000 shs.        $35.63          $17,815,000.00         $5,398.48
  ==================================================================================================================================
  </TABLE>
  
  (1)      There are also registered hereby such indeterminate number of shares
           of Common Stock as may become issuable by reason of operation of the
           anti-dilution provisions of the Plan described herein.
  (2)      Calculated pursuant to Rule 457(h), based on the price at which the
           options may be exercised as to 500,000 shares, for which the exercise
           price is not known, at $35.63 per share (the average of the high and
           low prices for the Common Stock on August 29, 1997, as quoted in the
           NASDAQ Stock Market).
  (3)      The number of shares which is being carried over from the prior
           registration on Form S-8 No. 333-12921 is 201,526 and the portion of
           the filing fee associated with those shares and paid with the earlier
           registration statement is $2,091.28.
  
  ================================================================================
          Shares of Common Stock of the registrant for issuance upon exercise of
  employee stock options have been heretofore registered under Registration
  Statements on Form S-8 Nos. 33-52080, 33-71106 and 333-12921 of the registrant.
  These shares of Common Stock and the options are described in the Section 10(a)
  prospectus for this registration statement in accordance with Rule 429 of the
  General Rules and Regulations under the Securities Act of 1933, as amended.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
  
          On December 12, 1996, the Board of Directors of the Registrant (the
  "Board") adopted, subject to shareholder approval, an amended and restated
  Stock Option Plan (the "Plan") which increases the number of shares available
  for issuance under the Plan from 1,550,000 to 2,050,000, provides for the
  automatic grants of options to non-employee directors, extends the expiration
  date of the Plan from 1999 to 2009 and permits further amendments to the Plan
  without shareholder approval (other than amendments to increase available
  shares).  The shareholders of the Registrant approved the amendments at the
  Annual Meeting of Shareholders held on March 5, 1997.  The contents of the
  Registrant's Registration Statements on Form S-8 (File Nos. 33-52080, 33-71106
  and 333-12921) filed with the Securities and Exchange Commission on September
  16, 1992, November 2, 1993, and September 27, 1996, respectively, relating to
  the Plan (the "Prior S-8's"), including the documents incorporated by reference
  therein, are incorporated by reference into this Registration Statement.
  
  
                                      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, 1996.
  
               (2)     The Registrant's Quarterly Report on Form 10-Q for the
                       quarter ended January 31, 1997.
  
               (3)     The Registrant's Quarterly Report on Form 10-Q for the
                       quarter ended April 30, 1997.
  
               (4)     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
  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
  in its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on January 29, 1997, for the fiscal year ended October 31, 1996,
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their report thereon included therein and incorporated herein by reference.
  Such financial statements are, and audited 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 3000, 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.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  ITEM 8.  EXHIBITS.
  
  <TABLE>
   <S>    <C>          <C>
   *      4.7          Nonqualified Stock Option Plan, as amended and restated December 12, 1996
  
   *      4.8          Form of Stock Option Agreement [Non-Employee Directors], as amended March 5, 1997
  
   *      4.9          Form of Stock Option Agreement [Employees], as amended March 5, 1997
  
   *      4.10         Form of Amendment to Stock Option Agreement [Directors]
  
   *      4.11         Form of Amendment to Stock Option Agreement [Employees]
  
   *      5.1          Opinion of Gardere & Wynne, L.L.P.
  
   *      23.1         Consent of Ernst & Young LLP
  
          23.2         Consent of Gardere & Wynne (included as part of Exhibit 5.1)
  
          24           Power of Attorney (set forth on the signature pages of the registration statement)
  </TABLE>
  
  ___________________
  
   *      filed herewith
  
  
  
  
  
                                        II-2
  <PAGE>   4
                                     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 Houston, State of Texas, on the 2nd day of
  September, 1997.
  
                                         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 shares of Common Stock issuable pursuant to the 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 2nd 
  day of September, 1997.
  
  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-3
  <PAGE>   5
  Name                           Title
  
  /s/ WILLIAM D. BREEDLOVE       Director
  -----------------------------          
  William D. Breedlove         
                               
                               
                               
  /s/ GARY L. FORBES             Director
  -----------------------------          
  Gary L. Forbes               
                               
                               
                               
  /s/ LEONARD F. GEORGE          Director
  -----------------------------          
  Leonard F. George            
                               
                               
                               
  /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             
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                                                                                                               Sequentially
  Exhibit                                                                                                         Numbered
  Number                                             Exhibit                                                       Page    
  ------                                             -------                                                  -------------
  <S> <C>          <C>
  *   4.7          Nonqualified Stock Option Plan, as amended and restated
                   December 12, 1996
  
  *   4.8          Form of Stock Option Agreement [Non-Employee Directors],
                   as amended March 5, 1997
  
  *   4.9          Form of Stock Option Agreement [Employees],
                   as amended March 5, 1997
  
  *   4.10         Form of Amendment to Stock Option Agreement [Directors]
  
  *   4.11         Form of Amendment to Stock Option Agreement [Employees]
  
  *   5.1          Opinion of Gardere & Wynne, L.L.P.
  
  *   23.1         Consent of Ernst & Young LLP
  
      23.2         Consent of Gardere & Wynne (included as part of Exhibit 5.1)
  
      24           Power of Attorney (set forth on the signature pages
                   of the registration statement)
  </TABLE>
  
  ___________________
  
   *  filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15395}]
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": "333-34899", "film-number": "97674987"}, "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 September 3, 1997
                                                             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 NONQUALIFIED STOCK OPTION PLAN
  
                                (Full Title of Plan)
  
                                -------------------
  
              Johnie Schulte               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           AMOUNT OF
         OF SECURITIES TO BE         AMOUNT TO BE    OFFERING PRICE         AGGREGATE           REGISTRATION FEE
              REGISTERED             REGISTERED (1)  PER SHARE (2)     OFFERING PRICE (1)(2)        (2)(3)
  ----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value       500,000 shs.        $35.63          $17,815,000.00         $5,398.48
  ==================================================================================================================================
  (1)      There are also registered hereby such indeterminate number of shares
           of Common Stock as may become issuable by reason of operation of the
           anti-dilution provisions of the Plan described herein.
  (2)      Calculated pursuant to Rule 457(h), based on the price at which the
           options may be exercised as to 500,000 shares, for which the exercise
           price is not known, at $35.63 per share (the average of the high and
           low prices for the Common Stock on August 29, 1997, as quoted in the
           NASDAQ Stock Market).
  (3)      The number of shares which is being carried over from the prior
           registration on Form S-8 No. 333-12921 is 201,526 and the portion of
           the filing fee associated with those shares and paid with the earlier
           registration statement is $2,091.28.
  
  ================================================================================
          Shares of Common Stock of the registrant for issuance upon exercise of
  employee stock options have been heretofore registered under Registration
  Statements on Form S-8 Nos. 33-52080, 33-71106 and 333-12921 of the registrant.
  These shares of Common Stock and the options are described in the Section 10(a)
  prospectus for this registration statement in accordance with Rule 429 of the
  General Rules and Regulations under the Securities Act of 1933, as amended.
  
  ================================================================================
  2
                                       PART I
  
          On December 12, 1996, the Board of Directors of the Registrant (the
  "Board") adopted, subject to shareholder approval, an amended and restated
  Stock Option Plan (the "Plan") which increases the number of shares available
  for issuance under the Plan from 1,550,000 to 2,050,000, provides for the
  automatic grants of options to non-employee directors, extends the expiration
  date of the Plan from 1999 to 2009 and permits further amendments to the Plan
  without shareholder approval (other than amendments to increase available
  shares).  The shareholders of the Registrant approved the amendments at the
  Annual Meeting of Shareholders held on March 5, 1997.  The contents of the
  Registrant's Registration Statements on Form S-8 (File Nos. 33-52080, 33-71106
  and 333-12921) filed with the Securities and Exchange Commission on September
  16, 1992, November 2, 1993, and September 27, 1996, respectively, relating to
  the Plan (the "Prior S-8's"), including the documents incorporated by reference
  therein, are incorporated by reference into this Registration Statement.
  
                                      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, 1996.
  
               (2)     The Registrant's Quarterly Report on Form 10-Q for the
                       quarter ended January 31, 1997.
  
               (3)     The Registrant's Quarterly Report on Form 10-Q for the
                       quarter ended April 30, 1997.
  
               (4)     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
  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
  in its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on January 29, 1997, for the fiscal year ended October 31, 1996,
  have been audited by Ernst & Young LLP, independent auditors, as set forth in
  their report thereon included therein and incorporated herein by reference.
  Such financial statements are, and audited 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 3000, 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.
  
                                        II-1
  3
  ITEM 8.  EXHIBITS.
  *      4.7          Nonqualified Stock Option Plan, as amended and restated December 12, 1996
  
   *      4.8          Form of Stock Option Agreement [Non-Employee Directors], as amended March 5, 1997
  
   *      4.9          Form of Stock Option Agreement [Employees], as amended March 5, 1997
  
   *      4.10         Form of Amendment to Stock Option Agreement [Directors]
  
   *      4.11         Form of Amendment to Stock Option Agreement [Employees]
  
   *      5.1          Opinion of Gardere & Wynne, L.L.P.
  
   *      23.1         Consent of Ernst & Young LLP
  
          23.2         Consent of Gardere & Wynne (included as part of Exhibit 5.1)
  
          24           Power of Attorney (set forth on the signature pages of the registration statement)
  ___________________
  
   *      filed herewith
  
                                        II-2
  4
                                     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 Houston, State of Texas, on the 2nd day of
  September, 1997.
  
                                         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 shares of Common Stock issuable pursuant to the 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 2nd 
  day of September, 1997.
  
  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-3
  5
  Name                           Title
  
  /s/ WILLIAM D. BREEDLOVE       Director
  -----------------------------          
  William D. Breedlove         
                               
                               
                               
  /s/ GARY L. FORBES             Director
  -----------------------------          
  Gary L. Forbes               
                               
                               
                               
  /s/ LEONARD F. GEORGE          Director
  -----------------------------          
  Leonard F. George            
                               
                               
                               
  /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             
  
                                        II-4
  6
                                 INDEX TO EXHIBITS
  Sequentially
  Exhibit                                                                                                         Numbered
  Number                                             Exhibit                                                       Page    
  ------                                             -------                                                  -------------
  *   4.7          Nonqualified Stock Option Plan, as amended and restated
                   December 12, 1996
  
  *   4.8          Form of Stock Option Agreement [Non-Employee Directors],
                   as amended March 5, 1997
  
  *   4.9          Form of Stock Option Agreement [Employees],
                   as amended March 5, 1997
  
  *   4.10         Form of Amendment to Stock Option Agreement [Directors]
  
  *   4.11         Form of Amendment to Stock Option Agreement [Employees]
  
  *   5.1          Opinion of Gardere & Wynne, L.L.P.
  
  *   23.1         Consent of Ernst & Young LLP
  
      23.2         Consent of Gardere & Wynne (included as part of Exhibit 5.1)
  
      24           Power of Attorney (set forth on the signature pages
                   of the registration statement)
  ___________________
  
   *  filed herewith