<PAGE>
As filed with the Securities and Exchange Commission on April 19, 2002
                                            Registration Statement No. 33-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             ENCORE WIRE CORPORATION
             (Exact name of registrant as specified in its charter)


              DELAWARE                                    75-2274963
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

           1410 MILLWOOD ROAD                                75069
            MCKINNEY, TEXAS                                (Zip Code)
(Address of principal executive offices)


                                ---------------

                             ENCORE WIRE CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)


                                 VINCENT A. REGO
                             CHIEF EXECUTIVE OFFICER
                             ENCORE WIRE CORPORATION
                               1410 MILLWOOD ROAD
                               DALLAS, TEXAS 75069
                                 (972) 562-9473
            (Name, address and telephone number of agent for service)


                                    Copy to:
                                 JACK M. LITTLE
                            THOMPSON & KNIGHT L.L.P.
                         1700 PACIFIC AVENUE, SUITE 3300
                               DALLAS, TEXAS 75201
                                 (214) 969-1363

                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
    Title of securities to be               Amount to be    Proposed maximum offering      Proposed maximum           Amount of
          registered                        Registered(1)        price per share(2)   aggregate offering price(1)  registration fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>               <C>                       <C>                     <C>
Common Stock, par value $.01 per share     600,000 shares            $9.99                   $5,992,295                 $551.29
</Table>


(1)  Includes an indeterminate number of additional shares issuable pursuant to
     stock splits, stock dividends or similar transactions as permitted by Rule
     416.

(2)  Computed in accordance with Rule 457(h) on the basis of the average
     exercise price ($9.36) of the 537,500 shares subject to outstanding options
     and with respect to the remaining 62,500 shares registered hereunder, on
     the basis of the average of the high and low sales prices of the Common
     Stock ($15.36) reported in the consolidated reporting system for NASDAQ
     National Market securities on April 15, 2002.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*



-------------

*Information required by Part I to be contained in the prospectus is omitted
from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.



                                       1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Securities
and Exchange Commission and are incorporated by reference in this Registration
Statement:

(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
2001 (the "Annual Report");

(b) All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the Annual Report; and

(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the Securities
and Exchange Commission on June 4, 1992 and declared effective on July 16, 1992,
including any amendment or report filed for the purpose of updating such
description.

In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered pursuant to this Registration Statement 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.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware permits (and
in certain circumstances requires) Delaware corporations, such as the
Registrant, to indemnify directors and officers thereof under certain conditions
and subject to certain limitations.

Article Seven of the Registrant's Certificate of Incorporation, as amended
provides as follows:

         To the fullest extent permitted by applicable law, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director; provided,
however, that the foregoing clause shall not eliminate or limit the liability of
a director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of the law; (iii)
under Section 174 of the General Corporation Law of the State of Delaware; or
(iv) for any transaction from which such director derived an improper benefit.

         Notwithstanding the foregoing provisions of this Article, if the
General Corporation Law of the State of Delaware is amended after the date
hereof to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

         Any repeal or amendment of this Article, or the adoption of any other
provision of this Certificate of Incorporation inconsistent with this Article,
by the stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of this
Corporation existing at the time of such repeal, amendment or adoption of an
inconsistent provision.



                                       2
<PAGE>

Article VII, Section 1 of the Registrant's Bylaws provides as follows:

         Section 1. (a) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         (d) Any indemnification under subsection (a) or (b) (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determinations shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (e) Reasonable expenses, including court costs and attorneys' fees,
incurred by a person who was or is a witness or who was or is named as a
defendant or respondent in any threatened, pending or completed action, claim,
suit or proceeding, whether civil, criminal, administrative or investigative,
any appeal in such an action, suit or proceeding, and any inquiry or
investigation that could lead to such an action, suit or proceeding (a
"Proceeding"), by reason of the fact that such individual is or was a director
or officer of the corporation, or while a director or officer of the corporation
is or was serving at the request of the corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another corporation, partnership, trust, employee benefit plan or other
enterprise, shall be paid by the corporation at reasonable intervals in advance
of the final disposition of such Proceeding, and without the determination set
forth in Section 1(d) of this Article VII, upon receipt by the corporation of a
written affirmation by such person of his good faith belief that he has met the
standard of conduct necessary for indemnification under this Section 1, and a
written undertaking by or on behalf of such person to repay the amount paid or
reimbursed by the corporation if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this Section 1.
Such written undertaking shall be an unlimited obligation of such person and it
may be accepted without reference to financial ability to make repayment. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.



                                       3
<PAGE>

         (f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the certificate of incorporation or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         (g) The corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against any
such liability under the provisions of this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following documents are filed as exhibits to this Registration
Statement:

                  4.1      Certificate of Incorporation (filed as Exhibit 3.1 to
                           Registrant's Registration Statement on Form S-1, as
                           amended (No. 33-47696), and incorporated herein by
                           reference).

                  4.2      Amended and Restated Bylaws, as amended through
                           February 7, 2002 (filed as exhibit 3.2 to
                           Registrant's Annual Report on Form 10-K for the year
                           ended December 31, 2001, and incorporated herein by
                           reference).

                  4.3      Form of certificate evidencing ownership of the
                           Common Stock of Encore Wire Corporation (filed as
                           Exhibit 4.1 to Registrant's Registration Statement on
                           Form S-1, as amended (No. 33-47696), and incorporated
                           herein by reference).

                  5.1      Opinion of Thompson & Knight L.L.P. (filed herewith).

                  23.1     Consent of Ernst & Young LLP, independent auditors
                           (filed herewith).

                  23.2     Consent of Thompson & Knight L.L.P. (included in
                           their opinion filed as Exhibit 5.1).

                  24.1     Power of Attorney (included on signature page of this
                           Registration Statement).

                  99.1     Encore Wire Corporation 1999 Stock Option Plan, as
                           amended and restated in October 2001, to be approved
                           by the stockholders on May 7, 2002 (filed herewith).






                                       4
<PAGE>

Item 9.  Undertakings.

         The undersigned Registrant 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this 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. 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
                  end 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 percent 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 (1)(i) and (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 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.

                  (4) That, for purposes of determining any liability under the
         Securities Act of 1933, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
         Act of 1934 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Securities
         Exchange Act of 1934) 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.

                  (5) 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.



                                       5
<PAGE>

                                   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 Collin County, Texas on April 18, 2002.

                                   ENCORE WIRE CORPORATION


                                   By: /s/ Vincent A. Rego
                                      ------------------------------------------
                                       Vincent A. Rego
                                       Chief Executive Officer



                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Encore Wire Corporation, a Delaware corporation, which is filing
a Registration Statement on Form S-8 with the Securities and Exchange
Commission, Washington, D.C. 20549 under the provisions of the Securities Act of
1933, hereby constitutes and appoints Vincent A. Rego and Frank J. Bilban, and
each of them, 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 such Registration Statement and any or all
amendments to the Registration Statement, including a Prospectus or an amended
Prospectus therein, and all other documents in connection therewith to be filed
with the Securities and Exchange Commission, 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their 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 and on the dates indicated.

<Table>
<Caption>

          SIGNATURE                       CAPACITY IN WHICH SIGNED              DATE
          ---------                       ------------------------              ----


<S>                                   <C>                                   <C>
    /s/ Vincent A. Rego                 Chairman of the Board of            April 19, 2002
----------------------------------    Directors & Chief Executive
        Vincent A. Rego                          Officer



    /s/ Daniel L. Jones               President and Chief Operating         April 19, 2002
----------------------------------             Officer;
        Daniel L. Jones                        Director



    /s/ Frank J. Bilban                 Vice President - Finance,           April 19, 2002
----------------------------------      Secretary and Treasurer
        Frank J. Bilban                 (Principal Financial and
                                          Accounting Officer)


    /s/ Donald E. Courtney                      Director                    April 19, 2002
----------------------------------
        Donald E. Courtney
</Table>




                                       6
<PAGE>

<Table>
<Caption>

          SIGNATURE                       CAPACITY IN WHICH SIGNED              DATE
          ---------                       ------------------------              ----


<S>                                   <C>                                   <C>


    /s/ John P. Pringle                         Director                    April 19, 2002
----------------------------------
        John P. Pringle


                                                Director                    April   , 2002
----------------------------------
        William R. Thomas


    /s/ John H. Wilson                          Director                    April 19, 2002
----------------------------------
        John H. Wilson


    /s/ Joseph M. Brito                         Director                    April 19, 2002
----------------------------------
        Joseph M. Brito
</Table>



                                       7
<PAGE>


                                INDEX TO EXHIBITS


<Table>
<Caption>

 Exhibit Number            Description
 --------------            -----------

<S>                        <C>
       4.1                 Certificate of Incorporation (filed as Exhibit 3.1 to
                           Registrant's Registration Statement on Form S-1, as
                           amended (No. 33-47696), and incorporated herein by
                           reference).

       4.2                 Amended and Restated Bylaws, as amended through
                           February 7, 2002 (filed as exhibit 3.2 to
                           Registrant's Annual Report on Form 10-K for the year
                           ended December 31, 2001, and incorporated herein by
                           reference).

       4.3                 Form of certificate evidencing ownership of the
                           Common Stock of Encore Wire Corporation (filed as
                           Exhibit 4.1 to Registrant's Registration Statement on
                           Form S-1, as amended (No. 33-47696), and incorporated
                           herein by reference).

       5.1                 Opinion of Thompson & Knight L.L.P. (filed herewith).

       23.1                Consent of Ernst & Young LLP, independent auditors
                           (filed herewith).

       23.2                Consent of Thompson & Knight L.L.P. (included in
                           their opinion filed as Exhibit 5.1).

       24.1                Power of Attorney (included on signature page of this
                           Registration Statement).

       99.1                Encore Wire Corporation 1999 Stock Option Plan, as
                           amended and restated in October 2001, to be approved
                           by the stockholders on May 7, 2002 (filed herewith).

</Table>
[{"type": "S-8", "sequence": "1", "filename": "d96184s-8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 28710}]
{"company-data": {"conformed-name": "ENCORE WIRE CORP /DE/", "cik": "0000850460", "assigned-sic": "3350", "irs-number": "752274963", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86620", "film-number": "02615792"}, "business-address": {"street1": "1410 MILLWOOD RD", "street2": "P O BOX 1149", "city": "MCKINNEY", "state": "TX", "zip": "75069", "phone": "2145629473"}, "mail-address": {"street1": "1410 MILLWOOD RD", "street2": "P O BOX 1149", "city": "MCKINNEY", "state": "TX", "zip": "75069"}}
As filed with the Securities and Exchange Commission on April 19, 2002
                                            Registration Statement No. 33-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ENCORE WIRE CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    75-2274963
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

           1410 MILLWOOD ROAD                                75069
            MCKINNEY, TEXAS                                (Zip Code)
(Address of principal executive offices)

                                ---------------

                             ENCORE WIRE CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                                 VINCENT A. REGO
                             CHIEF EXECUTIVE OFFICER
                             ENCORE WIRE CORPORATION
                               1410 MILLWOOD ROAD
                               DALLAS, TEXAS 75069
                                 (972) 562-9473
            (Name, address and telephone number of agent for service)

                                    Copy to:
                                 JACK M. LITTLE
                            THOMPSON & KNIGHT L.L.P.
                         1700 PACIFIC AVENUE, SUITE 3300
                               DALLAS, TEXAS 75201
                                 (214) 969-1363

                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
Title of securities to be               Amount to be    Proposed maximum offering      Proposed maximum           Amount of
          registered                        Registered(1)        price per share(2)   aggregate offering price(1)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share     600,000 shares            $9.99                   $5,992,295                 $551.29
(1)  Includes an indeterminate number of additional shares issuable pursuant to
     stock splits, stock dividends or similar transactions as permitted by Rule
     416.

(2)  Computed in accordance with Rule 457(h) on the basis of the average
     exercise price ($9.36) of the 537,500 shares subject to outstanding options
     and with respect to the remaining 62,500 shares registered hereunder, on
     the basis of the average of the high and low sales prices of the Common
     Stock ($15.36) reported in the consolidated reporting system for NASDAQ
     National Market securities on April 15, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

-------------

*Information required by Part I to be contained in the prospectus is omitted
from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Securities
and Exchange Commission and are incorporated by reference in this Registration
Statement:

(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
2001 (the "Annual Report");

(b) All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the Annual Report; and

(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the Securities
and Exchange Commission on June 4, 1992 and declared effective on July 16, 1992,
including any amendment or report filed for the purpose of updating such
description.

In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered pursuant to this Registration Statement 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.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware permits (and
in certain circumstances requires) Delaware corporations, such as the
Registrant, to indemnify directors and officers thereof under certain conditions
and subject to certain limitations.

Article Seven of the Registrant's Certificate of Incorporation, as amended
provides as follows:

         To the fullest extent permitted by applicable law, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director; provided,
however, that the foregoing clause shall not eliminate or limit the liability of
a director (i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of the law; (iii)
under Section 174 of the General Corporation Law of the State of Delaware; or
(iv) for any transaction from which such director derived an improper benefit.

         Notwithstanding the foregoing provisions of this Article, if the
General Corporation Law of the State of Delaware is amended after the date
hereof to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

         Any repeal or amendment of this Article, or the adoption of any other
provision of this Certificate of Incorporation inconsistent with this Article,
by the stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of this
Corporation existing at the time of such repeal, amendment or adoption of an
inconsistent provision.

                                       2
Article VII, Section 1 of the Registrant's Bylaws provides as follows:

         Section 1. (a) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         (d) Any indemnification under subsection (a) or (b) (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determinations shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (e) Reasonable expenses, including court costs and attorneys' fees,
incurred by a person who was or is a witness or who was or is named as a
defendant or respondent in any threatened, pending or completed action, claim,
suit or proceeding, whether civil, criminal, administrative or investigative,
any appeal in such an action, suit or proceeding, and any inquiry or
investigation that could lead to such an action, suit or proceeding (a
"Proceeding"), by reason of the fact that such individual is or was a director
or officer of the corporation, or while a director or officer of the corporation
is or was serving at the request of the corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another corporation, partnership, trust, employee benefit plan or other
enterprise, shall be paid by the corporation at reasonable intervals in advance
of the final disposition of such Proceeding, and without the determination set
forth in Section 1(d) of this Article VII, upon receipt by the corporation of a
written affirmation by such person of his good faith belief that he has met the
standard of conduct necessary for indemnification under this Section 1, and a
written undertaking by or on behalf of such person to repay the amount paid or
reimbursed by the corporation if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in this Section 1.
Such written undertaking shall be an unlimited obligation of such person and it
may be accepted without reference to financial ability to make repayment. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

                                       3
(f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the certificate of incorporation or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         (g) The corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against any
such liability under the provisions of this section.

         (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following documents are filed as exhibits to this Registration
Statement:

                  4.1      Certificate of Incorporation (filed as Exhibit 3.1 to
                           Registrant's Registration Statement on Form S-1, as
                           amended (No. 33-47696), and incorporated herein by
                           reference).

                  4.2      Amended and Restated Bylaws, as amended through
                           February 7, 2002 (filed as exhibit 3.2 to
                           Registrant's Annual Report on Form 10-K for the year
                           ended December 31, 2001, and incorporated herein by
                           reference).

                  4.3      Form of certificate evidencing ownership of the
                           Common Stock of Encore Wire Corporation (filed as
                           Exhibit 4.1 to Registrant's Registration Statement on
                           Form S-1, as amended (No. 33-47696), and incorporated
                           herein by reference).

                  5.1      Opinion of Thompson & Knight L.L.P. (filed herewith).

                  23.1     Consent of Ernst & Young LLP, independent auditors
                           (filed herewith).

                  23.2     Consent of Thompson & Knight L.L.P. (included in
                           their opinion filed as Exhibit 5.1).

                  24.1     Power of Attorney (included on signature page of this
                           Registration Statement).

                  99.1     Encore Wire Corporation 1999 Stock Option Plan, as
                           amended and restated in October 2001, to be approved
                           by the stockholders on May 7, 2002 (filed herewith).

                                       4
Item 9.  Undertakings.

         The undersigned Registrant 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;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this 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. 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
                  end 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 percent 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 (1)(i) and (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 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.

                  (4) That, for purposes of determining any liability under the
         Securities Act of 1933, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
         Act of 1934 (and, where applicable, each filing of an employee benefit
         plan's annual report pursuant to Section 15(d) of the Securities
         Exchange Act of 1934) 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.

                  (5) 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.

                                       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 Collin County, Texas on April 18, 2002.

                                   ENCORE WIRE CORPORATION

                                   By: /s/ Vincent A. Rego
                                      ------------------------------------------
                                       Vincent A. Rego
                                       Chief Executive Officer

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Encore Wire Corporation, a Delaware corporation, which is filing
a Registration Statement on Form S-8 with the Securities and Exchange
Commission, Washington, D.C. 20549 under the provisions of the Securities Act of
1933, hereby constitutes and appoints Vincent A. Rego and Frank J. Bilban, and
each of them, 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 such Registration Statement and any or all
amendments to the Registration Statement, including a Prospectus or an amended
Prospectus therein, and all other documents in connection therewith to be filed
with the Securities and Exchange Commission, 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their 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 and on the dates indicated.
SIGNATURE                       CAPACITY IN WHICH SIGNED              DATE
          ---------                       ------------------------              ----
/s/ Vincent A. Rego                 Chairman of the Board of            April 19, 2002
----------------------------------    Directors & Chief Executive
        Vincent A. Rego                          Officer

    /s/ Daniel L. Jones               President and Chief Operating         April 19, 2002
----------------------------------             Officer;
        Daniel L. Jones                        Director

    /s/ Frank J. Bilban                 Vice President - Finance,           April 19, 2002
----------------------------------      Secretary and Treasurer
        Frank J. Bilban                 (Principal Financial and
                                          Accounting Officer)

    /s/ Donald E. Courtney                      Director                    April 19, 2002
----------------------------------
        Donald E. Courtney
6
SIGNATURE                       CAPACITY IN WHICH SIGNED              DATE
          ---------                       ------------------------              ----
/s/ John P. Pringle                         Director                    April 19, 2002
----------------------------------
        John P. Pringle

                                                Director                    April   , 2002
----------------------------------
        William R. Thomas

    /s/ John H. Wilson                          Director                    April 19, 2002
----------------------------------
        John H. Wilson

    /s/ Joseph M. Brito                         Director                    April 19, 2002
----------------------------------
        Joseph M. Brito
7
INDEX TO EXHIBITS
Exhibit Number            Description
 --------------            -----------
4.1                 Certificate of Incorporation (filed as Exhibit 3.1 to
                           Registrant's Registration Statement on Form S-1, as
                           amended (No. 33-47696), and incorporated herein by
                           reference).

       4.2                 Amended and Restated Bylaws, as amended through
                           February 7, 2002 (filed as exhibit 3.2 to
                           Registrant's Annual Report on Form 10-K for the year
                           ended December 31, 2001, and incorporated herein by
                           reference).

       4.3                 Form of certificate evidencing ownership of the
                           Common Stock of Encore Wire Corporation (filed as
                           Exhibit 4.1 to Registrant's Registration Statement on
                           Form S-1, as amended (No. 33-47696), and incorporated
                           herein by reference).

       5.1                 Opinion of Thompson & Knight L.L.P. (filed herewith).

       23.1                Consent of Ernst & Young LLP, independent auditors
                           (filed herewith).

       23.2                Consent of Thompson & Knight L.L.P. (included in
                           their opinion filed as Exhibit 5.1).

       24.1                Power of Attorney (included on signature page of this
                           Registration Statement).

       99.1                Encore Wire Corporation 1999 Stock Option Plan, as
                           amended and restated in October 2001, to be approved
                           by the stockholders on May 7, 2002 (filed herewith).