content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on September 27, 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 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  
         OF SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE PER         AGGREGATE OFFERING           AMOUNT OF
             REGISTERED               REGISTERED (1)          SHARE (2)                 PRICE (1)(2)        REGISTRATION FEE (2)
  - ------------------------------------------------------------------------------------------------------------------------------------
   <S>          <C>                    <C>                     <C>                     <C>                       <C>
   Common Stock, $.01 par value        500,000 shs.            $31.50                  $14,841,164.00            $5,118.00
  ====================================================================================================================================
  </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(g), based on the price at which
               the options may be exercised as to 77,306 shares, for which the
               exercise price is known to be $25.50, as to 100,000 shares, for
               which the exercise price is known to be $28.50, as to 20,000
               shares, for which the exercise price is known to be $24.25, and as
               to 302,694 shares, for which the exercise price is not known, at
               $31.50 per share (the average of the high and low prices for the
               Common Stock on September 25, 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)    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, 1996, for the fiscal 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 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.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  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 requires 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 8.  EXHIBITS.
  
       4.1         Nonqualified Stock Option Plan, as amended and restated
                   February 5, 1992. (1)
  
       4.2         Amendment No. 1 to the Nonqualified Stock Option Plan,
                   effective March 5, 1992. (2)
  
       4.3         Amendment No. 2 to the Nonqualified Stock Option Plan,
                   effective March 3, 1993. (3)
  
       4.4         Form of Option Agreement for employees. (1)
  
       4.5         Form of Option Agreement for directors. (2)
  
   *   4.6         Amendment No. 3 to the Nonqualified Stock Option Plan,
                   effective March 6, 1996.
  
   *   5.1         Opinion of Gardere & Wynne, L.L.P.
  
   *   23.1        Consent of Ernst & Young LLP.
  
       23.2        Consent of Gardere & Wynne, L.L.P. (included as part of 
                   Exhibit 5.1).
  
       24          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-1 (Registration No. 33-45612) and incorporated herein by
       reference.
  
  (2)  Previously filed as an exhibit to the Registrant's Amendment No. 2 to
       Registration Statement on Form S-1 (Registration No. 33-45612) and
       incorporated herein by reference.
  
  (3)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-71106) and incorporated herein by
       reference.
  
   *   filed herewith
  
  
  
  
  
                                        II-2
  <PAGE>   4
  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 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.
  
       Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant 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 Registrant 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 Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     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 27th day of
  September, 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 
  27th day of September, 1996.
  
  Name                                Title
  - ----                                -----
  
  
  /s/ JOHNIE SCHULTE                  President, Chief Executive Officer and 
  - ---------------------------------   Director
  Johnie Schulte                      (a principal executive officer)
  
  
  
  /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
  <PAGE>   6
  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-5
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                                                                   Sequentially 
  Exhibit                                                            Numbered   
  Number                     Exhibit                                   Page     
  - ------                     -------                               -------------
  <S>       <C>                                                                 
     4.1    Nonqualified Stock Option Plan, as                                  
            amended and restated February 5, 1992 (1)                           
                                                                                
     4.2    Amendment No. 1 to the Nonqualified Stock                           
            Option Plan, effective March 5, 1992 (2)                            
                                                                                
     4.3    Amendment No. 2 to the Nonqualified Stock                           
            Option Plan, effective March 3, 1993 (3)                            
                                                                                
     4.4    Form of Option Agreement for employees (1)                          
                                                                                
     4.5    Form of Option Agreement for directors (2)                          
                                                                                
  *  4.6    Amendment No. 3 to the Nonqualified Stock Option Plan,              
            effective March 6, 1996                                             
                                                                                
  *  5.1    Opinion of Gardere & Wynne, L.L.P.                                  
                                                                                
  *  23.1   Consent of Ernst & Young LLP                                        
                                                                                
     23.2   Consent of Gardere & Wynne, L.L.P.                                  
            (included as part of                                                
            Exhibit 5.1)                                                        
                                                                                
     24     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-1 (Registration No. 33-45612) and incorporated
           herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Amendment No. 2 to
           Registration Statement on Form S-1 (Registration No. 33-45612) and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8 (Registration No. 33-71106) and incorporated 
           herein by reference.
  
   *       filed herewith
  
  
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21874}]
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": "333-12921", "film-number": "96636210"}, "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 27, 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 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  
         OF SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE PER         AGGREGATE OFFERING           AMOUNT OF
             REGISTERED               REGISTERED (1)          SHARE (2)                 PRICE (1)(2)        REGISTRATION FEE (2)
  - ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value        500,000 shs.            $31.50                  $14,841,164.00            $5,118.00
  ====================================================================================================================================
  (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(g), based on the price at which
               the options may be exercised as to 77,306 shares, for which the
               exercise price is known to be $25.50, as to 100,000 shares, for
               which the exercise price is known to be $28.50, as to 20,000
               shares, for which the exercise price is known to be $24.25, and as
               to 302,694 shares, for which the exercise price is not known, at
               $31.50 per share (the average of the high and low prices for the
               Common Stock on September 25, 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)    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, 1996, for the fiscal 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 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.
  
                                        II-1
  3
  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 requires 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 8.  EXHIBITS.
  
       4.1         Nonqualified Stock Option Plan, as amended and restated
                   February 5, 1992. (1)
  
       4.2         Amendment No. 1 to the Nonqualified Stock Option Plan,
                   effective March 5, 1992. (2)
  
       4.3         Amendment No. 2 to the Nonqualified Stock Option Plan,
                   effective March 3, 1993. (3)
  
       4.4         Form of Option Agreement for employees. (1)
  
       4.5         Form of Option Agreement for directors. (2)
  
   *   4.6         Amendment No. 3 to the Nonqualified Stock Option Plan,
                   effective March 6, 1996.
  
   *   5.1         Opinion of Gardere & Wynne, L.L.P.
  
   *   23.1        Consent of Ernst & Young LLP.
  
       23.2        Consent of Gardere & Wynne, L.L.P. (included as part of 
                   Exhibit 5.1).
  
       24          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-1 (Registration No. 33-45612) and incorporated herein by
       reference.
  
  (2)  Previously filed as an exhibit to the Registrant's Amendment No. 2 to
       Registration Statement on Form S-1 (Registration No. 33-45612) and
       incorporated herein by reference.
  
  (3)  Previously filed as an exhibit to the Registrant's Registration Statement
       on Form S-8 (Registration No. 33-71106) and incorporated herein by
       reference.
  
   *   filed herewith
  
                                        II-2
  4
  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 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.
  
       Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant 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 Registrant 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 Act and
  will be governed by the final adjudication of such issue.
  
                                        II-3
  5
                                     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 27th day of
  September, 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 
  27th day of September, 1996.
  
  Name                                Title
  - ----                                -----
  
  /s/ JOHNIE SCHULTE                  President, Chief Executive Officer and 
  - ---------------------------------   Director
  Johnie Schulte                      (a principal executive officer)
  
  /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/ 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-5
  7
                                 INDEX TO EXHIBITS
  Sequentially 
  Exhibit                                                            Numbered   
  Number                     Exhibit                                   Page     
  - ------                     -------                               -------------
  4.1    Nonqualified Stock Option Plan, as                                  
            amended and restated February 5, 1992 (1)                           
                                                                                
     4.2    Amendment No. 1 to the Nonqualified Stock                           
            Option Plan, effective March 5, 1992 (2)                            
                                                                                
     4.3    Amendment No. 2 to the Nonqualified Stock                           
            Option Plan, effective March 3, 1993 (3)                            
                                                                                
     4.4    Form of Option Agreement for employees (1)                          
                                                                                
     4.5    Form of Option Agreement for directors (2)                          
                                                                                
  *  4.6    Amendment No. 3 to the Nonqualified Stock Option Plan,              
            effective March 6, 1996                                             
                                                                                
  *  5.1    Opinion of Gardere & Wynne, L.L.P.                                  
                                                                                
  *  23.1   Consent of Ernst & Young LLP                                        
                                                                                
     23.2   Consent of Gardere & Wynne, L.L.P.                                  
            (included as part of                                                
            Exhibit 5.1)                                                        
                                                                                
     24     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-1 (Registration No. 33-45612) and incorporated
           herein by reference.
  
  (2)      Previously filed as an exhibit to the Registrant's Amendment No. 2 to
           Registration Statement on Form S-1 (Registration No. 33-45612) and
           incorporated herein by reference.
  
  (3)      Previously filed as an exhibit to the Registrant's Registration
           Statement on Form S-8 (Registration No. 33-71106) and incorporated 
           herein by reference.
  
   *       filed herewith
  
                                        II-6