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
                            EMPLOYEE STOCK PURCHASE 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
  <TABLE>
  <CAPTION>
                          
  ==============================================================================================================================
                                                                               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  . . . . .        250,000            $7.50          $1,875,000            $554
  ==============================================================================================================================
  </TABLE>
  
  (1)   Represents shares issuable under the Associated Materials Incorporated 
        Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule 416, there are
        also registered hereunder such indeterminate number of additional shares
        as may become issuable 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).
  ================================================================================
  
  <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 Employee Stock Purchase 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) the
  Company's Annual Report on Form 10-K for the year ended December 31, 1997; (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")
  
            4.2    Restated Bylaws of the Company (incorporated by referenced 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
  
  
  
  
  
                                        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. 
  
  <TABLE>
  <CAPTION>
  
              Signatures                                                  Title
              ----------                                                  -----
  <S>                                                     <C>        
  
          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
  </TABLE>
  
  *   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>
  <S>                       <C>
  Exhibit No.               Exhibit
  -----------               -------
  
     4.1                    Restated Certificate of Incorporation, as amended, of the Company
  
     4.2                    Restated Bylaws of the Company (incorporated by referenced 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
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21122}]
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": "333-63435", "film-number": "98709874"}, "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
                            EMPLOYEE STOCK PURCHASE 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  . . . . .        250,000            $7.50          $1,875,000            $554
  ==============================================================================================================================
  (1)   Represents shares issuable under the Associated Materials Incorporated 
        Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule 416, there are
        also registered hereunder such indeterminate number of additional shares
        as may become issuable 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).
  ================================================================================
  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 Employee Stock Purchase 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) the
  Company's Annual Report on Form 10-K for the year ended December 31, 1997; (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")
  
            4.2    Restated Bylaws of the Company (incorporated by referenced 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
  
                                        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 the Company
  
     4.2                    Restated Bylaws of the Company (incorporated by referenced 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