<PAGE>   1

    As filed with the Securities and Exchange Commission on September 7, 2001

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        ASSOCIATED MATERIALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                        2200 ROSS AVENUE, SUITE 4100 EAST
                               DALLAS, TEXAS 75201
                                 (214) 220-4600
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                DELAWARE                               75-1872487
       (State of incorporation)         (I.R.S. Employer Identification Number)

                        ASSOCIATED MATERIALS INCORPORATED
                 AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               ROBERT L. WINSPEAR
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                        ASSOCIATED MATERIALS INCORPORATED
                        2200 ROSS AVENUE, SUITE 4100 EAST
                                DALLAS, TX 75201
                                 (214) 220-4600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH A COPY TO:
                             JAMES E. O'BANNON, ESQ.
                           JONES, DAY, REAVIS & POGUE
                             2727 N. HARWOOD STREET
                               DALLAS, TEXAS 75201
                                 (214) 969-3766

                         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       400,000        $22.91    $9,164,000      $2,291
=================================================================================================
</Table>

(1)  Represents shares issuable in connection with the exercise of options
     previously granted under the Associated Materials Incorporated Amended and
     Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in
     connection with the exercise of options available for grant under the Plan.
     Pursuant to Rule 416, there are also registered hereunder such
     indeterminate number of additional shares as may become subject to awards
     under the Plan as a result of the antidilution provisions contained
     therein.

(2)  Calculated pursuant to Rule 457(h).
================================================================================



                                       1
<PAGE>   2



                                EXPLANATORY NOTE

         This Registration Statement relates to the amendment to the Associated
Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the
"Plan") increasing the number of shares of Common Stock authorized to be issued
under the Plan by 400,000 to 1,200,000 authorized shares of Common Stock.


                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference Registration Statement No. 333-63445 filed
on Form S-8 by Associated Materials Incorporated (the "Company") with the
Securities and Exchange Commission (the "Commission") on September 15, 1998, for
the Plan, including all exhibits thereto.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with 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, 2000; (ii)
the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001,
(iii) the Company's Quarterly Report on Form 10-Q for the period ended June 30,
2001, (iv) the Company's Current Report on Form 8-K, dated April 29, 2001, and
(v) 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 documents.

         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.








                                       2
<PAGE>   3


ITEM 8. EXHIBITS



         4.1     Restated Certificate of Incorporation, as amended, of
                 Associated Materials Incorporated (the "Company") (incorporated
                 by reference to Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the period ended June 30, 2001)

         4.2     Restated Bylaws of the Company (incorporated by reference to
                 Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for
                 the period ended June 30, 2001)

         5.1     Opinion of Jones, Day, Reavis & Pogue

         23.1    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

         23.2    Consent of Ernst & Young LLP

         24.1    Powers of Attorney

         99.1    Associated Materials Incorporated Amended and Restated 1994
                 Stock Incentive Plan (incorporated by reference to Exhibit
                 10.1 to the Company's Quarterly Report on Form 10-Q for the
                 period ended June 30, 2001)







                                       3
<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 Dallas, State of Texas, on September 7, 2001.

                                  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 7, 2001.


<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,
-------------------------                       and Secretary
   Robert L. Winspear           (Principal Financial and Accounting Officer)


 MICHAEL CAPORALE, JR.*                           Director
-------------------------
  Michael Caporale, Jr.

   RICHARD I. GALLAND*                            Director
-------------------------
   Richard I. Galland

      JOHN T. GRAY*                               Director
-------------------------
      John T. Gray

     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



                                       4
<PAGE>   5



                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NO.               EXHIBIT
-------           -------
<S>              <C>


   4.1            Restated Certificate of Incorporation, as amended, of
                  Associated Materials Incorporated (the "Company")
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  2001)

   4.2            Restated Bylaws of the Company (incorporated by reference to
                  Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for
                  the period ended June 30, 2001)

   5.1            Opinion of Jones, Day, Reavis & Pogue

  23.1            Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                  5.1)

  23.2            Consent of Ernst & Young LLP

  24.1            Powers of Attorney

  99.1            Associated Materials Incorporated Amended and Restated 1994
                  Stock Incentive Plan (incorporated by reference to Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  period ended June 30, 2001)
</Table>



                                       5
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{"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": "333-69126", "film-number": "1733481"}, "business-address": {"street1": "2200 ROSS AVE STE 4100 E", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2142204600"}, "mail-address": {"street1": "2200 ROSS AVENUE", "street2": "SUITE 4100 EAST", "city": "DALLAS", "state": "TX", "zip": "75201"}}
1

    As filed with the Securities and Exchange Commission on September 7, 2001

                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        ASSOCIATED MATERIALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                        2200 ROSS AVENUE, SUITE 4100 EAST
                               DALLAS, TEXAS 75201
                                 (214) 220-4600
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                DELAWARE                               75-1872487
       (State of incorporation)         (I.R.S. Employer Identification Number)

                        ASSOCIATED MATERIALS INCORPORATED
                 AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               ROBERT L. WINSPEAR
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                        ASSOCIATED MATERIALS INCORPORATED
                        2200 ROSS AVENUE, SUITE 4100 EAST
                                DALLAS, TX 75201
                                 (214) 220-4600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 WITH A COPY TO:
                             JAMES E. O'BANNON, ESQ.
                           JONES, DAY, REAVIS & POGUE
                             2727 N. HARWOOD STREET
                               DALLAS, TEXAS 75201
                                 (214) 969-3766

                         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       400,000        $22.91    $9,164,000      $2,291
=================================================================================================
(1)  Represents shares issuable in connection with the exercise of options
     previously granted under the Associated Materials Incorporated Amended and
     Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in
     connection with the exercise of options available for grant under the Plan.
     Pursuant to Rule 416, there are also registered hereunder such
     indeterminate number of additional shares as may become subject to awards
     under the Plan as a result of the antidilution provisions contained
     therein.

(2)  Calculated pursuant to Rule 457(h).
================================================================================

                                       1
2

                                EXPLANATORY NOTE

         This Registration Statement relates to the amendment to the Associated
Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the
"Plan") increasing the number of shares of Common Stock authorized to be issued
under the Plan by 400,000 to 1,200,000 authorized shares of Common Stock.

                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference Registration Statement No. 333-63445 filed
on Form S-8 by Associated Materials Incorporated (the "Company") with the
Securities and Exchange Commission (the "Commission") on September 15, 1998, for
the Plan, including all exhibits thereto.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with 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, 2000; (ii)
the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001,
(iii) the Company's Quarterly Report on Form 10-Q for the period ended June 30,
2001, (iv) the Company's Current Report on Form 8-K, dated April 29, 2001, and
(v) 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 documents.

         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.

                                       2
3

ITEM 8. EXHIBITS

         4.1     Restated Certificate of Incorporation, as amended, of
                 Associated Materials Incorporated (the "Company") (incorporated
                 by reference to Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the period ended June 30, 2001)

         4.2     Restated Bylaws of the Company (incorporated by reference to
                 Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for
                 the period ended June 30, 2001)

         5.1     Opinion of Jones, Day, Reavis & Pogue

         23.1    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

         23.2    Consent of Ernst & Young LLP

         24.1    Powers of Attorney

         99.1    Associated Materials Incorporated Amended and Restated 1994
                 Stock Incentive Plan (incorporated by reference to Exhibit
                 10.1 to the Company's Quarterly Report on Form 10-Q for the
                 period ended June 30, 2001)

                                       3
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 Dallas, State of Texas, on September 7, 2001.

                                  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 7, 2001.
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,
-------------------------                       and Secretary
   Robert L. Winspear           (Principal Financial and Accounting Officer)

 MICHAEL CAPORALE, JR.*                           Director
-------------------------
  Michael Caporale, Jr.

   RICHARD I. GALLAND*                            Director
-------------------------
   Richard I. Galland

      JOHN T. GRAY*                               Director
-------------------------
      John T. Gray

     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

                                       4
5

                                INDEX TO EXHIBITS
EXHIBIT
NO.               EXHIBIT
-------           -------
4.1            Restated Certificate of Incorporation, as amended, of
                  Associated Materials Incorporated (the "Company")
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  2001)

   4.2            Restated Bylaws of the Company (incorporated by reference to
                  Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for
                  the period ended June 30, 2001)

   5.1            Opinion of Jones, Day, Reavis & Pogue

  23.1            Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                  5.1)

  23.2            Consent of Ernst & Young LLP

  24.1            Powers of Attorney

  99.1            Associated Materials Incorporated Amended and Restated 1994
                  Stock Incentive Plan (incorporated by reference to Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  period ended June 30, 2001)
5