<PAGE>   1





     As filed with the Securities and Exchange Commission on August 11, 1994
                                                         Registration No.


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                  ----------
                                      
                                   FORM S-8
                            REGISTRATION STATEMENT
                                  Under the
                            Securities Act of 1933
                                      
                                  ----------
                                      
                           PLY GEM INDUSTRIES, INC.
            (Exact Name of Registrant as Specified in Its Charter)
                                      
            DELAWARE                                        11-1727150
  (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                      Identification No.)

                               777 Third Avenue
                          New York, New York  10017
                   (Address of Principal Executive Offices)
                                      
                                  ----------
                                      
          PLY GEM INDUSTRIES, INC. GROUP PROFIT-SHARING/401(K) PLAN
                           (Full Title of the Plan)
                                      
                           Mr. Jeffrey S. Silverman
                           Ply Gem Industries, Inc.
                               777 Third Avenue
                          New York, New York  10017
                   (Name and Address of Agent For Service)
                                      
                                (212) 832-1550
        (Telephone Number, Including Area Code, of Agent For Service)
                                      
                                   Copy to:
                           Charles M. Modlin, Esq.
                                  EAB Plaza
                          Uniondale, New York  11556
                                      
                                  ----------
                                      
                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                    Proposed                  Proposed
                                                                    Maximum                   Maximum
         Title of                 Amount                            Offering                  Aggregate          Amount of
         Securities               to be                             Price Per                 Offering           Registration
         to be Registered         Registered(1)                     Share(2)                  Price(2)           Fee
- -----------------------------------------------------------------------------------------------------------------------------------
         <S>                      <C>                           <C>                           <C>                <C>
         Common Stock             100,000                       $19.25                        $1,925,000         $664.00
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                      (Cover Page Continued on Next Page)
<PAGE>   2

(Continuation of Cover Page)

(1)  The Plan provides that in the event of a stock dividend, stock split,
recapitalization, etc., the total number of shares which may be optioned or
awarded, the number of shares covered by each outstanding option, commitment or
undelivered award, and the price per share of the outstanding options shall be
equitably adjusted.  Accordingly, pursuant to Rule 416, this Registration
Statement covers, in addition to the number of shares of Common Stock stated
above, an additional indeterminate number of shares which, by reason of any
such event, may become subject to the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average high and low prices of the
Common Stock registered on the American Stock Exchange on August 8, 1994.

<PAGE>   3
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by Ply Gem Industries,
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

                 (a)      Annual Report on Form 10-K for the year ended
                          December 31, 1993;

                 (b)      Quarterly Report on Form 10-Q for the quarter ended
                          April 2, 1994;

                 (c)      Amendment to Annual Report on Form 10-K/A for the
                          year ended December 31, 1993;

                 (d)      Current Report on Form 8-K dated February 24, 1994;
                          and

                 (e)      The description of the Common Stock of the Registrant
                          which is contained in a registration statement filed
                          by the Registrant under Section 12 of the Securities
                          Exchange Act of 1934, as amended (the "Exchange
                          Act"), including any amendment or report filed for
                          the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and made a part
hereof from the date of filing of such documents.  Any statement contained 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statements.  Any statement so modified or
superseded, shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
                           
Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Except as herein set forth, there is no charter provision, by-law,
contract, arrangement or statute under which any director or officer of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such.

         Section 145 of the Delaware General Corporation Law provides as
follows:


                                     II-1
<PAGE>   4

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.  (a) A corporation may 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 contendere 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) A corporation may 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 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 a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, 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 subsections (a) and (b) of this section
(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) of this
section.  Such determination 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) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.  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.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or



                                     II-2
<PAGE>   5

disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

         (g) A 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
such liability under 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 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.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, 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.

         Articles VII and VIII of the Certificate of Incorporation of the
Registrant provide as follows:

         ARTICLE VII:

         (a) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is
or was a director or officer of this corporation or is or was serving at the
request of the corporation as a director or officer of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment) against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such persons in
connection therewith; provided, however, that the corporation shall indemnify
any such person seeking indemnity in connection with a proceeding (or part
thereof) initiated by such


                                     II-3
<PAGE>   6

person only if such proceeding (or part thereof) was authorized by the board of
directors of the corporation.  Such right shall be a contract right and shall
include the right to be paid by the corporation for expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery
to the corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it should be determined ultimately
that such director or officer is not entitled to be indemnified under this
Article VII or otherwise.  The corporation may, by action of the board of
directors, provide indemnification to employees and agents of the corporation
with a lesser or the same scope and effect as the foregoing indemnification of
directors and officers.

         (b) If a claim under Paragraph (a) of this Article VII is not paid in
full by the corporation within ninety days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant
has not met the standards of conduct which make it permissible under the
General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation.  Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in said
law, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant
had not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant had not met the applicable
standard of conduct.

         (c) The rights conferred on any person by Paragraphs (a) and (b) of
this Article shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of this Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

         (d) The corporation may maintain insurance, at its expense, to protect
itself and any such director or officer of the corporation or of another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the General Corporation Law of the State of Delaware.

         ARTICLE VIII:

         A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit.  If the Delaware General
Corporation Law is amended after approval by the stockholders of this Article
VIII 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 Delaware
General Corporation Law, as so amended from time to time.

         Any appeal or modification of this Article VIII shall not increase the
personal liability of any director of this corporation for any act or
occurrence taking place prior to such repeal or modification, or otherwise


                                     II-4
<PAGE>   7

adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

         The provisions of this Article VIII shall not be deemed to limit or
preclude indemnification of a director by the corporation for any liability of
a director which has not been eliminated by the provisions of this Article
VIII."

         ARTICLE VIII of the Amended and Restated By-Laws of the Registrant
provides as follows:

         SECTION 1.  Right to Indemnification.  The Corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness), or is threatened to be made so
involved, in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including. without limitation, any action, suit or proceeding by or in the
right of the corporation to procure a judgment in its favor) (a "Proceeding")
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 all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such Proceeding.  Such indemnification shall
be a contract right and shall include the right to receive payment in advance
of any expenses incurred by the Indemnitee in connection with such Proceeding,
consistent with the provisions of applicable law as then in effect.

         SECTION 2.  Contracts and Funding.  The Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation in
furtherance of the provisions of this Article VIII and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article VIII.

         SECTION 3.  Employee Benefit Plans.  For purposes of this Article
VIII, references to "other enterprises" shall include employee benefits plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee,
or agent, of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interests of a corporation.

         SECTION 4.  Indemnification Not Exclusive Right.  The right of
indemnification and advancement of expenses provided in this Article VIII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, 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.  The provisions of this Article VIII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article VIII and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article VIII, whether arising from acts or omissions
occurring before or after such adoption.

         SECTION 5.  Advancement of Expenses; Procedures.  In furtherance, but
not in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VIII:


                                     II-5
<PAGE>   8

         (a) Advancement of Expenses.  All reasonable expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or
on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.

         (b) Written Request for Indemnification.  To obtain indemnification
under this Article VIII, an Indemnitee shall submit to the Secretary of the
Corporation a written request, including such documentation and information as
is reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation").  The determination of the Indemnitee's entitlement
to indemnification shall be made within a reasonable time after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation.  The Secretary of the Corporation shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that the Indemnitee has requested indemnification.

         (c) Procedure for Determination.  The Indemnitee's entitlement to
indemnification under this Article VIII shall be determined (i) by the Board of
Directors by a majority vote of a quorum (as defined in Article II of these
By-Laws) consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders, but only if a majority of the
disinterested directors, if they constitute a quorum of the Board of Directors,
presents the issue of entitlement to indemnification to the stockholders for
their determination."

         The Company has purchased Directors' and Officers' Liability
Insurance.  Subject to the policy conditions, the insurance provides coverage
for amounts payable by the Company to its directors and officers pursuant to
the Registrant's Certificate of Incorporation and By-Laws.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

         4.1     Ply Gem Industries, Inc. Group Profit-Sharing/401(K) Plan
         5.1     Opinion and consent of Messrs. Elihu H. Modlin and Charles M.
                 Modlin.
        23.1     Consent of Grant Thornton.
        23.2     Consent of Messrs. Elihu H. Modlin and Charles M. Modlin
                 (included in Exhibit 5.1).
        24.1     Power of Attorney (included on page II-8 hereof).

         The Registrant hereby undertakes to submit the Plan and any amendment
to the Plan to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.         

        
Item 9.  Undertakings.

         The 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:


                                     II-6
<PAGE>   9

                 (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");

                 (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; 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 the undertakings set forth in paragraphs (i) and (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 Exchange
Act 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 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; and

         The undersigned Registrant hereby 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
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.     

         Insofar as indemnification for liabilities arising under the Act 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 of 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-7
<PAGE>   10

                                   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 New York, State of New York, on August 11, 1994

                                    PLY GEM INDUSTRIES, INC.


                                    By: /s/ Jeffrey S. Silverman
                                        -------------------------
                                        Jeffrey S. Silverman
                                        Chairman, Chief Executive Officer


                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey S.  Silverman and
Herbert P. Dooskin or any one of them with full authority to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, as 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their or
his 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.


<TABLE>
<CAPTION>
         Signature                                           Title                                Date
         ---------                                           -----                                ----
<S>                                                <C>                                        <C>  
     /s/ Jeffrey S. Silverman                      Chairman, Chief Executive                  August 11, 1994
- ----------------------------------                 Officer (Principal Executive                               
         Jeffrey S. Silverman                      Officer) and Director       
                                                   
                                                   

   /s/ Herbert P. Dooskin                          Executive Vice President                   August 11, 1994
- ----------------------------------                 (Principal Financial Officer)                                    
       Herbert P. Dooskin                          and Director 



     /s/ Jerome Baum                               Controller                                 August 11, 1994
- ----------------------------------                                                                            
         Jerome Baum



     /s/ Albert Hersh                              Director                                   August 11, 1994
- ----------------------------------                                                                            
         Albert Hersh


     /s/ Elihu H. Modlin                           Director                                   August 11, 1994
- ----------------------------------                                                                            
         Elihu H. Modlin
</TABLE>


                                                               II-8
<PAGE>   11


                                EXHIBIT INDEX


   EXHIBIT 
     NO.          DESCRIPTION 
   -------         -----------

     4.1           Ply Gem Industries, Inc. Group Profit-Sharing/401(K) Plan
     5.1           Opinion and consent of Messrs. Elihu H. Modlin and Charles M.
                   Modlin.
    23.1           Consent of Grant Thornton.
    23.2           Consent of Messrs. Elihu H. Modlin and Charles M. Modlin
                   (included in Exhibit 5.1).
    24.1           Power of Attorney (included on page II-8 hereof).
[{"type": "S-8", "sequence": "1", "description": "PLY GEM S-8", "secsgml_size_bytes": 37681}]
{"company-data": {"conformed-name": "PLY GEM INDUSTRIES INC", "cik": "0000079209", "assigned-sic": "2430", "irs-number": "111727150", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55037", "film-number": "94543041"}, "business-address": {"street1": "777 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017-1401", "phone": "2128321550"}, "mail-address": {"street1": "PLY GEM INDUSTRIES INC", "street2": "777 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017-1401"}, "former-company": [{"former-conformed-name": "INDUSTRIAL PLYWOOD CO INC", "date-changed": "19680729"}, {"former-conformed-name": "CRAFTMAN PLYWOOD CORP", "date-changed": "19680212"}, {"former-conformed-name": "CRAFTSMAN PLYWOOD CORP", "date-changed": "19661006"}]}
1

     As filed with the Securities and Exchange Commission on August 11, 1994
                                                         Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                  ----------
                                      
                                   FORM S-8
                            REGISTRATION STATEMENT
                                  Under the
                            Securities Act of 1933
                                      
                                  ----------
                                      
                           PLY GEM INDUSTRIES, INC.
            (Exact Name of Registrant as Specified in Its Charter)
                                      
            DELAWARE                                        11-1727150
  (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                      Identification No.)

                               777 Third Avenue
                          New York, New York  10017
                   (Address of Principal Executive Offices)
                                      
                                  ----------
                                      
          PLY GEM INDUSTRIES, INC. GROUP PROFIT-SHARING/401(K) PLAN
                           (Full Title of the Plan)
                                      
                           Mr. Jeffrey S. Silverman
                           Ply Gem Industries, Inc.
                               777 Third Avenue
                          New York, New York  10017
                   (Name and Address of Agent For Service)
                                      
                                (212) 832-1550
        (Telephone Number, Including Area Code, of Agent For Service)
                                      
                                   Copy to:
                           Charles M. Modlin, Esq.
                                  EAB Plaza
                          Uniondale, New York  11556
                                      
                                  ----------
                                      
                       CALCULATION OF REGISTRATION FEE
Proposed                  Proposed
                                                                    Maximum                   Maximum
         Title of                 Amount                            Offering                  Aggregate          Amount of
         Securities               to be                             Price Per                 Offering           Registration
         to be Registered         Registered(1)                     Share(2)                  Price(2)           Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock             100,000                       $19.25                        $1,925,000         $664.00
- -----------------------------------------------------------------------------------------------------------------------------------
(Cover Page Continued on Next Page)
2

(Continuation of Cover Page)

(1)  The Plan provides that in the event of a stock dividend, stock split,
recapitalization, etc., the total number of shares which may be optioned or
awarded, the number of shares covered by each outstanding option, commitment or
undelivered award, and the price per share of the outstanding options shall be
equitably adjusted.  Accordingly, pursuant to Rule 416, this Registration
Statement covers, in addition to the number of shares of Common Stock stated
above, an additional indeterminate number of shares which, by reason of any
such event, may become subject to the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the average high and low prices of the
Common Stock registered on the American Stock Exchange on August 8, 1994.
3
                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by Ply Gem Industries,
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

                 (a)      Annual Report on Form 10-K for the year ended
                          December 31, 1993;

                 (b)      Quarterly Report on Form 10-Q for the quarter ended
                          April 2, 1994;

                 (c)      Amendment to Annual Report on Form 10-K/A for the
                          year ended December 31, 1993;

                 (d)      Current Report on Form 8-K dated February 24, 1994;
                          and

                 (e)      The description of the Common Stock of the Registrant
                          which is contained in a registration statement filed
                          by the Registrant under Section 12 of the Securities
                          Exchange Act of 1934, as amended (the "Exchange
                          Act"), including any amendment or report filed for
                          the purpose of updating such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and made a part
hereof from the date of filing of such documents.  Any statement contained 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statements.  Any statement so modified or
superseded, shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
                           
Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Except as herein set forth, there is no charter provision, by-law,
contract, arrangement or statute under which any director or officer of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such.

         Section 145 of the Delaware General Corporation Law provides as
follows:

                                     II-1
4

         INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.  (a) A corporation may 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 contendere 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) A corporation may 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 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 a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, 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 subsections (a) and (b) of this section
(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) of this
section.  Such determination 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) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.  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.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or

                                     II-2
5

disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

         (g) A 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
such liability under 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 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.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, 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.

         Articles VII and VIII of the Certificate of Incorporation of the
Registrant provide as follows:

         ARTICLE VII:

         (a) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is
or was a director or officer of this corporation or is or was serving at the
request of the corporation as a director or officer of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment) against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such persons in
connection therewith; provided, however, that the corporation shall indemnify
any such person seeking indemnity in connection with a proceeding (or part
thereof) initiated by such

                                     II-3
6

person only if such proceeding (or part thereof) was authorized by the board of
directors of the corporation.  Such right shall be a contract right and shall
include the right to be paid by the corporation for expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery
to the corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it should be determined ultimately
that such director or officer is not entitled to be indemnified under this
Article VII or otherwise.  The corporation may, by action of the board of
directors, provide indemnification to employees and agents of the corporation
with a lesser or the same scope and effect as the foregoing indemnification of
directors and officers.

         (b) If a claim under Paragraph (a) of this Article VII is not paid in
full by the corporation within ninety days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant
has not met the standards of conduct which make it permissible under the
General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation.  Neither the failure of the corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in said
law, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant
had not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant had not met the applicable
standard of conduct.

         (c) The rights conferred on any person by Paragraphs (a) and (b) of
this Article shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of this Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

         (d) The corporation may maintain insurance, at its expense, to protect
itself and any such director or officer of the corporation or of another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the General Corporation Law of the State of Delaware.

         ARTICLE VIII:

         A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit.  If the Delaware General
Corporation Law is amended after approval by the stockholders of this Article
VIII 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 Delaware
General Corporation Law, as so amended from time to time.

         Any appeal or modification of this Article VIII shall not increase the
personal liability of any director of this corporation for any act or
occurrence taking place prior to such repeal or modification, or otherwise

                                     II-4
7

adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

         The provisions of this Article VIII shall not be deemed to limit or
preclude indemnification of a director by the corporation for any liability of
a director which has not been eliminated by the provisions of this Article
VIII."

         ARTICLE VIII of the Amended and Restated By-Laws of the Registrant
provides as follows:

         SECTION 1.  Right to Indemnification.  The Corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness), or is threatened to be made so
involved, in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including. without limitation, any action, suit or proceeding by or in the
right of the corporation to procure a judgment in its favor) (a "Proceeding")
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 all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such Proceeding.  Such indemnification shall
be a contract right and shall include the right to receive payment in advance
of any expenses incurred by the Indemnitee in connection with such Proceeding,
consistent with the provisions of applicable law as then in effect.

         SECTION 2.  Contracts and Funding.  The Corporation may enter into
contracts with any director, officer, employee or agent of the Corporation in
furtherance of the provisions of this Article VIII and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article VIII.

         SECTION 3.  Employee Benefit Plans.  For purposes of this Article
VIII, references to "other enterprises" shall include employee benefits plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee,
or agent, of the Corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner not opposed to the best interests of a corporation.

         SECTION 4.  Indemnification Not Exclusive Right.  The right of
indemnification and advancement of expenses provided in this Article VIII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, 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.  The provisions of this Article VIII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article VIII and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article VIII, whether arising from acts or omissions
occurring before or after such adoption.

         SECTION 5.  Advancement of Expenses; Procedures.  In furtherance, but
not in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VIII:

                                     II-5
8

         (a) Advancement of Expenses.  All reasonable expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or
on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.

         (b) Written Request for Indemnification.  To obtain indemnification
under this Article VIII, an Indemnitee shall submit to the Secretary of the
Corporation a written request, including such documentation and information as
is reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation").  The determination of the Indemnitee's entitlement
to indemnification shall be made within a reasonable time after receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation.  The Secretary of the Corporation shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that the Indemnitee has requested indemnification.

         (c) Procedure for Determination.  The Indemnitee's entitlement to
indemnification under this Article VIII shall be determined (i) by the Board of
Directors by a majority vote of a quorum (as defined in Article II of these
By-Laws) consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders, but only if a majority of the
disinterested directors, if they constitute a quorum of the Board of Directors,
presents the issue of entitlement to indemnification to the stockholders for
their determination."

         The Company has purchased Directors' and Officers' Liability
Insurance.  Subject to the policy conditions, the insurance provides coverage
for amounts payable by the Company to its directors and officers pursuant to
the Registrant's Certificate of Incorporation and By-Laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

         4.1     Ply Gem Industries, Inc. Group Profit-Sharing/401(K) Plan
         5.1     Opinion and consent of Messrs. Elihu H. Modlin and Charles M.
                 Modlin.
        23.1     Consent of Grant Thornton.
        23.2     Consent of Messrs. Elihu H. Modlin and Charles M. Modlin
                 (included in Exhibit 5.1).
        24.1     Power of Attorney (included on page II-8 hereof).

         The Registrant hereby undertakes to submit the Plan and any amendment
to the Plan to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.         

        
Item 9.  Undertakings.

         The 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:

                                     II-6
9

                 (i)      To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");

                 (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; 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 the undertakings set forth in paragraphs (i) and (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 Exchange
Act 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 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; and

         The undersigned Registrant hereby 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
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.     

         Insofar as indemnification for liabilities arising under the Act 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 of 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-7
10

                                   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 New York, State of New York, on August 11, 1994

                                    PLY GEM INDUSTRIES, INC.

                                    By: /s/ Jeffrey S. Silverman
                                        -------------------------
                                        Jeffrey S. Silverman
                                        Chairman, Chief Executive Officer

                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey S.  Silverman and
Herbert P. Dooskin or any one of them with full authority to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, as 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, their or
his 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.
Signature                                           Title                                Date
         ---------                                           -----                                ----
/s/ Jeffrey S. Silverman                      Chairman, Chief Executive                  August 11, 1994
- ----------------------------------                 Officer (Principal Executive                               
         Jeffrey S. Silverman                      Officer) and Director       
                                                   
                                                   

   /s/ Herbert P. Dooskin                          Executive Vice President                   August 11, 1994
- ----------------------------------                 (Principal Financial Officer)                                    
       Herbert P. Dooskin                          and Director 

     /s/ Jerome Baum                               Controller                                 August 11, 1994
- ----------------------------------                                                                            
         Jerome Baum

     /s/ Albert Hersh                              Director                                   August 11, 1994
- ----------------------------------                                                                            
         Albert Hersh

     /s/ Elihu H. Modlin                           Director                                   August 11, 1994
- ----------------------------------                                                                            
         Elihu H. Modlin
II-8
11

                                EXHIBIT INDEX

   EXHIBIT 
     NO.          DESCRIPTION 
   -------         -----------

     4.1           Ply Gem Industries, Inc. Group Profit-Sharing/401(K) Plan
     5.1           Opinion and consent of Messrs. Elihu H. Modlin and Charles M.
                   Modlin.
    23.1           Consent of Grant Thornton.
    23.2           Consent of Messrs. Elihu H. Modlin and Charles M. Modlin
                   (included in Exhibit 5.1).
    24.1           Power of Attorney (included on page II-8 hereof).