As filed with the Securities and Exchange Commission on September 30, 1998

                                                      REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                           AMERICAN BUILDINGS COMPANY
             ------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)


       DELAWARE                                          63-0931058
-------------------------------                      -------------------
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)


                              1150 STATE DOCKS ROAD
                             EUFAULA, ALABAMA 36027
                                 (334) 687-2032
                    ----------------------------------------
                    (Address of Principal Executive Offices)

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

                    AMERICAN BUILDINGS 1994 STOCK OPTION PLAN
                    -----------------------------------------
                            (Full Title of the Plan)

                               R. CHARLES BLACKMON
                Executive Vice President-Chief Financial Officer
                           AMERICAN BUILDINGS COMPANY
                              1150 STATE DOCKS ROAD
                             EUFAULA, ALABAMA 36027
                                 (334) 687-2032
                ------------------------------------------------
                    (Name, address, including area code, and
                     telephone number of agent for service)

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

                   Copies of all communications, including all
       communications sent to the agent for services, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                               NEW YORK, NY 10103
                                 (212) 318-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>


===============================================================================================================
                                                        PROPOSED MAXIMUM    PROPOSED MAXIMUM         AMOUNT OF
   TITLE OF SECURITIES              AMOUNT TO BE         OFFERING PRICE         AGGREGATE          REGISTRATION
    TO BE REGISTERED                REGISTERED            PER SHARE(1)      OFFERING PRICE(2)           FEE
---------------------------------------------------------------------------------------------------------------
<S>                               <C>                       <C>               <C>                    <C> 
Common Stock, par value 
  of $.01 per share ............  560,000 shares            $24.92            $13,956,455            $4,117.16
===============================================================================================================
</TABLE>

(1)  Calculated by dividing the proposed maximum aggregate offering price by the
     amount to be registered.

(2)  The price is estimated pursuant to Rule 457(h) of the Securities Act of
     1933, as amended (the "Act"), solely for the purpose of calculating the
     registration fee and is the product resulting from multiplying 3,402,
     100,000, 2,000, 2,000, 55,000 and 142,000, the number of shares registered
     by this Registration Statement as to which options have been granted, by
     $10.00 per share, $24.50 per share, $21.4375 per share, $21.6875 per share,
     $25.25 per share and $28.25 per share, the respective exercise prices of
     such options, and by multiplying 255,598, the number of shares registered
     by this Registration Statement as to which options have not been granted,
     by $23.50, the average of the high and low prices of American Buildings
     Company Common Stock as reported on The Nasdaq National Market on September
     28, 1998.

================================================================================
<PAGE>


                                   PROSPECTUS

                                 560,000 SHARES

                           AMERICAN BUILDINGS COMPANY

                                  COMMON STOCK

     This Prospectus relates to the offer and sale of up to 560,000 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
American Buildings Company ("ABC" or the "Company"). The Shares are being
offered for sale by certain stockholders of the Company (the "Selling
Stockholders") who acquired such Shares pursuant to the Company's 1994 Stock
Option Plan (the "Plan"). See "Selling Stockholders." The Company's Common Stock
is traded on the Nasdaq Stock Market's National Market (the "Nasdaq National
Market") under the symbol "ABCO." On September 29, 1998, the closing price of
the Common Stock, as reported in the consolidated reporting system, was $23.00
per share.

     The Company will not receive any of the proceeds from sales of the Shares
by the Selling Stockholders. The Shares may be offered from time to time by the
Selling Stockholders (and their donees and pledgees) through ordinary brokerage
transactions, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."

     The Selling Stockholders may be deemed to be "Underwriters" as defined in
the Securities Act of 1933, as amended (the "Securities Act"). If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers
and, if broker-dealers purchase any of the Shares as principals, any profits
received by such broker-dealers on the resale of the Shares, may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions. All costs, expenses and fees in connection with the registration of
the Shares will be borne by the Company. Brokerage commissions, if any,
attributable to the sale of the Shares will be borne by the Selling Stockholders
(or their donees and pledgees).

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

         SEE "RISK FACTORS", WHICH BEGINS ON PAGE 6 OF THIS PROSPECTUS,
   FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is September 30, 1998


<PAGE>


                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements, reports
and other information concerning the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Chicago, Illinois 60661, and copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its public
reference facilities in New York, New York and Chicago, Illinois, at prescribed
rates. Copies of such information may also be inspected at the reading room of
the library of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a World Wide Web
site on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that file electronically with the Commission.

     This Prospectus constitutes a part of a Registration Statement on Form S-8
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.

     Private Securities Litigation Reform Act Safe Harbor Statement. This
Prospectus (including the documents incorporated by reference herein) contains
certain forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to the
Company that are based on the beliefs of the management of the Company, as well
as assumptions made by and information currently available to the management of
the Company. When used in this Prospectus, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including those discussed under
"Risk Factors." Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
does not undertake any obligation to publicly release any revisions to these
forward looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

                                       -2-
<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The information in the following documents filed by American Buildings
Company with the Commission (File No. 0-23688) pursuant to the Exchange Act is
incorporated by reference in this Prospectus:

     a)   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

     b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998;

     c)   The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998;

     d)   The Company's Current Report on Form 8-K, dated December 4, 1997, as
          amended by the Company's Current Report on Form 8-K/A, dated
          December 4, 1997 and filed February 13, 1998, reporting the
          acquisition by the Company of Windsor Door, Inc.; and

     e)   The Company's Registration Statement on Form 8-A dated March 22, 1994.

     All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such documents or
reports. The information relating to the Company in this Prospectus should be
read together with the information in the documents incorporated by reference.

     Any statement contained in a document incorporated by reference herein,
unless otherwise indicated therein, speaks as of the date of the document. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus modifies or replaces such statement.

     The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the documents
described above, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents. Requests should be
addressed to: American Buildings Company, 1150 State Docks Road, Eufaula,
Alabama 36027, (334) 657-2032, Attention: R. Charles Blackmon. The Company
furnishes its stockholders with an annual report containing audited financial
statements. In addition, the Company may furnish such other reports as may be
authorized, from time to time, by the Board of Directors.

                                       -3-
<PAGE>





                                   THE COMPANY

     American Buildings Company ("ABC" or the "Company") is a diversified
manufacturer and marketer of construction products and services for
non-residential and residential applications. The Company designs, manufactures
and sells metal building systems, which consist of structural framing and wall
and roof panels, for industrial, commercial and institutional markets. The
Company's metal building systems are generally custom-designed to meet the
specific needs of the end-user and to allow for easy on-site assembly by
builders and independent erectors. The Company's metal building systems average
approximately 12,300 square feet in size, although the Company frequently
provides larger buildings of up to one million square feet or more. The Company
markets its metal building systems nationwide through approximately 1,100
authorized builder/dealers. ABC has capitalized on its extensive builder/dealer
network and engineering expertise to expand into the emerging metal roofing
market. The Company has a separate roofing products' sales, engineering and
customer service organization, which markets and sells the Company's roofing
products to its builder/dealer network and approximately 365 preferred roofing
contractors. The Company also provides specialty engineering services for large,
complex building structures, manufactures and markets mini-warehouses to serve
the growing self-storage market and secondary building components to serve the
Company's builder/dealers and roofers as well as the general construction
industry, and paints steel coils. In addition, the Company manufactures and
markets steel sectional upward acting doors for residential and commercial
applications, as well as modular structures and residential steel framing
systems. The Company also operates an ICC-licensed trucking subsidiary. ABC
markets its products and services throughout North America and in selected
international countries. The Company derived 95.0% and 89.5% of its respective
1996 and 1997 net sales from the sale of metal building systems and roofing and
architectural products and secondary building components.

     Since the inception of the metal buildings industry in the 1940s, metal
building systems have become a highly accepted method of construction for
low-rise, non-residential structures, such as factories, warehouses,
distribution centers, athletic and event centers, office buildings, retail
establishments, banks and schools. Based upon information reported by the Metal
Building Manufacturers Association ("MBMA"), an industry trade association,
metal building systems accounted, on a square footage basis, for approximately
70% of low-rise, non-residential structures of up to 150,000 square feet
constructed in 1997, compared to 65% in 1995 and 54% in 1987. The Company
believes the cost of the metal building system generally represents
approximately 15% of the total cost of constructing the building. In 1996, the
non-residential market for metal buildings consisted primarily of three distinct
markets: (1) commercial buildings, which accounted for approximately 35% of
metal building systems industry sales; (2) manufacturing buildings, which
accounted for approximately 41% of such industry sales; and (3) institutional
buildings and other categories, which in the aggregate accounted for
approximately 24% of such industry sales.

     In the early years of the industry, metal building systems were most often
used for factories, warehouses, distribution centers and other applications in
which the exterior appearance of the building was not as significant a
consideration to customers as construction cost, efficiency, speed of
construction and other factors. Technological advances in products and
materials, as well as the advent of modern computer-aided engineering and design
techniques, have led to the development of structural and roofing systems that
are compatible with more traditional construction materials. Architects and
designers now often combine a metal building system with masonry, glass and wood
exterior facades in order to meet the aesthetic requirements of building codes
and potential customers while preserving the inherent favorable characteristics
of metal building systems. As a result, the uses for metal building systems now
include office buildings, showrooms, retail stores, banks, schools and other

                                       -4-
<PAGE>

non-residential buildings for which aesthetics and architectural features are
important considerations. The Company believes that competing in markets where
customers seek unique aesthetic or functional features for a structure places a
premium on the manufacturer's custom design and engineering capabilities, as
well as the strength of its distribution network.

     The Company's business strategy is focused on increasing long-term
profitability through enhancement of its strong builder/dealer network,
technological innovations, cost efficiencies, internal investment, capacity
expansion and expansion into related lines of business.

     The Company's predecessor was founded in 1947, and the Company was
incorporated under the laws of the State of Delaware in 1986. ABC's principal
executive office is located at 1150 State Docks Road, Eufaula, Alabama 36027 and
its telephone number is (334) 687-2032. The terms "Company" and "ABC" include
the operations of the Company's subsidiaries.

                                       -5-
<PAGE>





                                  RISK FACTORS

     In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus. This Prospectus contains, in
addition to historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below, as well as those discussed elsewhere in this
Prospectus.

     Industry Cyclicality. The non-residential and residential construction
industries are highly sensitive to overall economic conditions, and from time to
time have been negatively impacted in numerous geographic regions by unfavorable
economic conditions, relatively high vacancy rates, changes in tax laws
impacting the real estate industry and the unavailability of financing. Demand
for the Company's products may be adversely affected by the weakness of demand
within particular customer groups or a recession in the construction industry or
particular geographic regions, which may adversely affect the Company's results
of operations. The timing and severity of future economic or industry downturns
are not currently determinable, and any such downturn could have a material
adverse effect on the Company's results of operations and business.

     Competition. On the basis of data reported by the MBMA, the Company's 1997
sales of metal building systems products constituted approximately 11.4% of
reported industry sales, placing it as the fourth largest domestic manufacturer
behind the Building Systems division of Butler Manufacturing Company, NCI
Building Systems, Inc. and the Varco-Pruden Buildings Division of LTV Steel
Corporation, which accounted for approximately 20.6%, 14.4% and 11.9%,
respectively, of total 1997 industry sales reported by the MBMA. Other major
competitors include the Star and Ceco Divisions of Robertson-Ceco Corp. and
Associated Buildings. Several of the Company's competitors have greater
financial resources than the Company. The Company believes its American
Buildings brand is the third largest brand behind the Butler and Varco-Pruden
brands. Competition in the metal buildings industry is intense and is based
primarily on price, service, quality of the builder/dealer network and the
ability to provide added value in the design of a building. The Company's
ability to expand its market share depends in part on its ability to persuade
builders to market the Company's products in lieu of those of its competitors,
attract conventional contractors to the metal buildings industry and develop a
separate network of preferred roofing contractors to market its roofing
products. In addition, the Company and others in the metal building systems
industry compete with alternative methods of building construction. Although the
Company maintains metal building manufacturing facilities in Alabama, Illinois,
Nevada and Virginia, the Company's ability to quote competitive prices to
customers located more than 500 miles from one of these facilities may be
limited because of the significance of freight and delivery charges to the cost
of metal buildings. Foreign companies are not presently a significant factor in
the domestic marketplace, and the Company does not expect them to be in the near
future, mainly because of transportation costs and the short lead times
generally required by customers.

     The Roofing and Components Group competes with numerous suppliers of
roofing and component parts as well as other metal buildings systems
manufacturers.

     There are currently four other companies engaged in painting steel coil in
the southeastern United States. The Company believes that the recent addition of
two of these facilities has resulted in overcapacity for steel coil painting in
the southeastern United States and has created competitive pressure.

                                      -6-
<PAGE>

     In the upward acting, or garage door, manufacturing industry, there are
five "full-line" firms which serve a national base of customers. ABC estimates
that these companies have approximately an 80% market share. The Windsor Door
division's current market share is estimated by ABC to be approximately 8%,
ranking it fourth. Wayne Dalton Corporation and Overhead Door Corporation are
believed to be the two largest manufacturers, with Clopay Corporation also being
larger than Windsor.

     The Modular Buildings division has two primary competitors in the modular
petroleum business, both of which are privately owned. Several other
manufacturers compete in the canopy business and the commercial/institutional
modular business.

     Impact of Changing Steel Prices on the Company's Results of Operation. The
Company's principal raw material is steel. The steel industry is highly cyclical
in nature and prices for the Company's raw materials are influenced by numerous
factors beyond the control of the Company, including general economic
conditions, competition, labor costs, import duties and other trade
restrictions. As steel producers change the effective selling price for the
Company's raw materials, competitive conditions will influence the amount of the
change, if any, in the Company's prices to its customers. Changing steel prices
could therefore adversely affect the Company's results of operations and
business.

     Seasonal Nature of Business. The pre-engineered metal buildings industry,
as well as the construction industry in general, is seasonal in nature in that
shipments normally are lower in the first half of each year compared to the
second half because of unfavorable weather conditions for construction,
particularly in the northern portion of the United States, and normal business
planning cycles affecting construction. Prolonged severe winter weather
conditions can delay construction projects, cause increased job completion costs
and otherwise adversely affect the Company's business.

     Dependence on Key Personnel. The Company believes that its continued
success will depend to a significant extent upon its senior management. The loss
of the services of any key personnel, particularly Robert Ammerman and Joel
Voelkert, the Company's President and Chief Executive Officer and
President--Construction Products Group, respectively, could have a material
adverse effect upon the Company. The Company does not carry key man life
insurance on any of its senior management. The Company's continued success also
depends upon its ability to attract and retain qualified employees to support
its future growth.

     Substantially All Assets Pledged to Secure Debt. The Company has granted
its senior lender a lien on substantially all the Company's assets. In the event
the Company defaults on such debt, the lenders may foreclose on these assets to
satisfy the Company's obligations, which foreclosure may have a material adverse
effect on the value of the Common Stock.

     Risk of Operations in the PRC. As part of its effort to increase the
Company's presence in international markets, in August 1995 ABC and China
Renaissance Industries, L.P., a partnership formed to invest in non-listed
enterprises in The People's Republic of China, formed a joint venture to pursue
the manufacture of metal building systems in the PRC and their sale throughout
most of Southeast Asia (the "Territory"). ABC has a 30% interest in the joint
venture, and exclusively licensed to the joint venture on a royalty-free basis
the right to use certain of ABC's technology to pursue the manufacture and sale
of metal building systems in the Territory. The joint venture completed its
initial manufacturing facility in the PRC in October 1996. ABC will receive a
technology license fee of $1.5 million, of which $750,000 was paid in 1995 and
the remainder of which is due in late 1998. ABC invested approximately $4.4
million in the joint venture through the end of 1997 and expects to invest up to
an additional $0.1 million in 1998. Any change in policies by the government of
the PRC, such as changes in laws, regulations or the interpretation thereof, the
adoption of confiscatory taxation policies, 

                                      -7-
<PAGE>


the implementation of restrictions on imports or sources of supplies, or the
expropriation or nationalization of private enterprises, could have a material
adverse effect on the Company's proposed operations in the PRC. Although the PRC
government has been pursuing economic reform policies for a number of years, no
assurance can be given that the government will continue to pursue such policies
or that such policies may not be significantly altered, especially in the event
of a change in leadership, social or political disruption, or other
circumstances affecting the PRC's political, economic and social life. The PRC
government imposes control over its foreign currency reserves through direct
regulation of the conversion of Chinese currency into foreign exchange.
Accordingly, the Company will be subject to currency fluctuation and
convertibility and foreign exchange risks on its share of the proposed joint
venture's earnings.

     Certain Anti-Takeover Effects. The shares beneficially owned by the
Company's executive officers, directors and affiliates, combined with the
ability of the Board of Directors to issue shares of preferred stock without
further vote or action by the stockholders, may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the stockholders. Consequently, the market price of the Common Stock
may be less likely to reflect a "premium for control." In addition, Section 203
of the Delaware General Corporation Law, which is applicable to the Company,
contains provisions that restrict certain business combinations with interested
stockholders, which may have the effect of inhibiting a non-negotiated merger or
other business combination involving the Company.

     Possible Volatility of Stock Price. The trading price of the Common Stock
could be subject to wide fluctuations in response to variations in the Company's
quarterly financial results, changes in the pre-engineered metal buildings
industry and general market and economic conditions, or the failure to meet
securities analysts' expectations, among other things.

     No Dividends. The Company currently intends to retain earnings to support
its growth strategy and does not anticipate paying dividends in the foreseeable
future. Payment of dividends is currently prohibited by the Company's credit
facility.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.

                              SELLING STOCKHOLDERS

     The Company will supplement this Prospectus from time to time to include
certain information concerning the security ownership of the Selling
Stockholders and the position, office or other material relationship which a
Selling Stockholder has had within the past three years with the Company or any
of its predecessors or affiliates.

                                      -8-
<PAGE>


                              PLAN OF DISTRIBUTION

     The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders (or their donees or pledgees).

     Sales of Shares may be effected from time to time in transactions (which
may include block transactions) on the Nasdaq National Market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, or at
negotiated prices. The Selling Stockholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. The
Selling Stockholders may effect such transactions by selling Common Stock
directly to purchasers or to or through broker-dealers which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Common Stock might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the shares of Common Stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. Liabilities
under the federal securities laws cannot be waived.

     Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the Shares, such Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Regulation M under the Exchange Act, which Regulation would prohibit,
with certain exceptions, any such person from bidding for or purchasing any
security which is the subject of such distribution until his participation in
that distribution is completed. In addition, Regulation M under the Exchange Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of
pegging, fixing or stabilizing the price of Common Stock in connection with this
offering.

                                  LEGAL MATTERS

     Legal matters relating to the Common Stock have been passed upon for the
Company by Fulbright & Jaworski L.L.P., New York, New York.

                                     EXPERTS

     The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

                                      -9-
<PAGE>

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

     NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

                                                                                

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Available Information .....................................................  2
Incorporation of Certain Documents by Reference ...........................  3
The Company ...............................................................  4
Risk Factors ..............................................................  6
Use of Proceeds ...........................................................  8 
Selling Stockholders ......................................................  8
Plan of Distribution ......................................................  9
Legal Matters .............................................................  9
Experts ...................................................................  9


                                     560,000
                                     Shares
                                            
                                            
                                            
                            AMERICAN BUILDING COMPANY
                                            
                                             
                                  Common Stock
                                            
                                                 
                             -----------------------
                                            
                                   PROSPECTUS

                             -----------------------
                                            
                                             
                               September 30, 1998
                                            


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

                                      -10-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The contents of the Company's Registration Statement on Form S-8 (File No.
333-86558), as filed with the Securities and Exchange Commission on November 21,
1994 is incorporated herein by reference.


                                      II-1
<PAGE>



                                   SIGNATURES
                                            
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eufaula, State of Alabama on this 29th day of
September, 1998.


                                      AMERICAN BUILDINGS COMPANY


                                      By: /s/ ROBERT T. AMMERMAN
                                          --------------------------------------
                                           Robert T. Ammerman
                                           President and Chief Executive Officer

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints ROBERT T. AMMERMAN and R. CHARLES
BLACKMON, JR., or either of them, 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 all documents in connection therewith,
with the Securities and Exchange Commission, granting said attorney-in-fact and
agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                      II-2
<PAGE>

<TABLE>

<CAPTION>



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.


SIGNATURE                                          TITLE                      DATE
---------                                          -----                      ----
<S>                                       <C>                            <C> 
/s/ ROBERT T. AMMERMAN                    
------------------------                  Chief Executive Officer        September 29, 1998
Robert T. Ammerman                        and Director
                                          prinncipal executive
                                          officer)

/s/ R. CHARLES BLACKMON, JR.                         
------------------------------------      Executive Vice President -     September 29, 1998
R. Charles Blackmon, Jr.                  Chief Financial
                                          Officer
                                          (principal financial and
                                          accounting officer)


/s/ WILLIAM L. SELDEN                     Chairman of the                September 29, 1998
------------------------------------      Board and
William L. Selden                         Director

                                          Director                       September __, 1998
------------------------------------
Harold J. Levy                            


/s/ DOUGLAS L. NEWHOUSE                   Director                       September 29, 1998
------------------------------------
Douglas L. Newhouse


/s/ RALPH S. SAUL                         Director                       September 29, 1998
------------------------------------
Ralph S. Saul


/s/ ROBERT F. SHAPIRO                     Director                       September 29, 1998
------------------------------------
Robert F. Shapiro

                                          Director                       September __, 1998
------------------------------------
Kendrick R. Wilson, III
</TABLE>

                                      II-3
<PAGE>




                                INDEX TO EXHIBITS

  Exhibit
    No.          Description
 --------        -----------
  4              American Buildings Company 1994 Stock Option Plan, as amended
  5              Opinion of Fulbright & Jaworski L.L.P.
  23.1           Consent of Arthur Andersen LLP
  10.1           Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 42784}]
{"company-data": {"conformed-name": "AMERICAN BUILDINGS CO /DE/", "cik": "0000799208", "assigned-sic": "3448", "irs-number": "630931058", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64813", "film-number": "98718344"}, "business-address": {"street1": "STATE DOCKS RD", "street2": "P O BOX 800", "city": "EUFAULA", "state": "AL", "zip": "36027", "phone": "3346872032"}, "mail-address": {"street1": "STATE DOCKS ROAD", "street2": "P O BOX 800", "city": "EUFULA", "state": "AL", "zip": "36027"}}
As filed with the Securities and Exchange Commission on September 30, 1998

                                                      REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                           AMERICAN BUILDINGS COMPANY
             ------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

       DELAWARE                                          63-0931058
-------------------------------                      -------------------
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)

                              1150 STATE DOCKS ROAD
                             EUFAULA, ALABAMA 36027
                                 (334) 687-2032
                    ----------------------------------------
                    (Address of Principal Executive Offices)

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

                    AMERICAN BUILDINGS 1994 STOCK OPTION PLAN
                    -----------------------------------------
                            (Full Title of the Plan)

                               R. CHARLES BLACKMON
                Executive Vice President-Chief Financial Officer
                           AMERICAN BUILDINGS COMPANY
                              1150 STATE DOCKS ROAD
                             EUFAULA, ALABAMA 36027
                                 (334) 687-2032
                ------------------------------------------------
                    (Name, address, including area code, and
                     telephone number of agent for service)

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

                   Copies of all communications, including all
       communications sent to the agent for services, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                               NEW YORK, NY 10103
                                 (212) 318-3000

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                        PROPOSED MAXIMUM    PROPOSED MAXIMUM         AMOUNT OF
   TITLE OF SECURITIES              AMOUNT TO BE         OFFERING PRICE         AGGREGATE          REGISTRATION
    TO BE REGISTERED                REGISTERED            PER SHARE(1)      OFFERING PRICE(2)           FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, par value 
  of $.01 per share ............  560,000 shares            $24.92            $13,956,455            $4,117.16
===============================================================================================================
(1)  Calculated by dividing the proposed maximum aggregate offering price by the
     amount to be registered.

(2)  The price is estimated pursuant to Rule 457(h) of the Securities Act of
     1933, as amended (the "Act"), solely for the purpose of calculating the
     registration fee and is the product resulting from multiplying 3,402,
     100,000, 2,000, 2,000, 55,000 and 142,000, the number of shares registered
     by this Registration Statement as to which options have been granted, by
     $10.00 per share, $24.50 per share, $21.4375 per share, $21.6875 per share,
     $25.25 per share and $28.25 per share, the respective exercise prices of
     such options, and by multiplying 255,598, the number of shares registered
     by this Registration Statement as to which options have not been granted,
     by $23.50, the average of the high and low prices of American Buildings
     Company Common Stock as reported on The Nasdaq National Market on September
     28, 1998.

================================================================================
PROSPECTUS

                                 560,000 SHARES

                           AMERICAN BUILDINGS COMPANY

                                  COMMON STOCK

     This Prospectus relates to the offer and sale of up to 560,000 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
American Buildings Company ("ABC" or the "Company"). The Shares are being
offered for sale by certain stockholders of the Company (the "Selling
Stockholders") who acquired such Shares pursuant to the Company's 1994 Stock
Option Plan (the "Plan"). See "Selling Stockholders." The Company's Common Stock
is traded on the Nasdaq Stock Market's National Market (the "Nasdaq National
Market") under the symbol "ABCO." On September 29, 1998, the closing price of
the Common Stock, as reported in the consolidated reporting system, was $23.00
per share.

     The Company will not receive any of the proceeds from sales of the Shares
by the Selling Stockholders. The Shares may be offered from time to time by the
Selling Stockholders (and their donees and pledgees) through ordinary brokerage
transactions, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."

     The Selling Stockholders may be deemed to be "Underwriters" as defined in
the Securities Act of 1933, as amended (the "Securities Act"). If any
broker-dealers are used to effect sales, any commissions paid to broker-dealers
and, if broker-dealers purchase any of the Shares as principals, any profits
received by such broker-dealers on the resale of the Shares, may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Stockholders may be deemed to be underwriting
commissions. All costs, expenses and fees in connection with the registration of
the Shares will be borne by the Company. Brokerage commissions, if any,
attributable to the sale of the Shares will be borne by the Selling Stockholders
(or their donees and pledgees).

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

         SEE "RISK FACTORS", WHICH BEGINS ON PAGE 6 OF THIS PROSPECTUS,
   FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                   EXCHANGE COMMISSION OR ANY STATE SECURITIES
                     COMMISSION PASSED UPON THE ACCURACY OR
                        ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is September 30, 1998
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Proxy statements, reports
and other information concerning the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Chicago, Illinois 60661, and copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its public
reference facilities in New York, New York and Chicago, Illinois, at prescribed
rates. Copies of such information may also be inspected at the reading room of
the library of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a World Wide Web
site on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that file electronically with the Commission.

     This Prospectus constitutes a part of a Registration Statement on Form S-8
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any contract, agreement or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement together with exhibits may be inspected at the offices of the
Commission as indicated above without charge and copies thereof may be obtained
therefrom upon payment of a prescribed fee.

     Private Securities Litigation Reform Act Safe Harbor Statement. This
Prospectus (including the documents incorporated by reference herein) contains
certain forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to the
Company that are based on the beliefs of the management of the Company, as well
as assumptions made by and information currently available to the management of
the Company. When used in this Prospectus, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including those discussed under
"Risk Factors." Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
does not undertake any obligation to publicly release any revisions to these
forward looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The information in the following documents filed by American Buildings
Company with the Commission (File No. 0-23688) pursuant to the Exchange Act is
incorporated by reference in this Prospectus:

     a)   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;

     b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998;

     c)   The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998;

     d)   The Company's Current Report on Form 8-K, dated December 4, 1997, as
          amended by the Company's Current Report on Form 8-K/A, dated
          December 4, 1997 and filed February 13, 1998, reporting the
          acquisition by the Company of Windsor Door, Inc.; and

     e)   The Company's Registration Statement on Form 8-A dated March 22, 1994.

     All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such documents or
reports. The information relating to the Company in this Prospectus should be
read together with the information in the documents incorporated by reference.

     Any statement contained in a document incorporated by reference herein,
unless otherwise indicated therein, speaks as of the date of the document. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus modifies or replaces such statement.

     The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the documents
described above, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents. Requests should be
addressed to: American Buildings Company, 1150 State Docks Road, Eufaula,
Alabama 36027, (334) 657-2032, Attention: R. Charles Blackmon. The Company
furnishes its stockholders with an annual report containing audited financial
statements. In addition, the Company may furnish such other reports as may be
authorized, from time to time, by the Board of Directors.

                                       -3-
THE COMPANY

     American Buildings Company ("ABC" or the "Company") is a diversified
manufacturer and marketer of construction products and services for
non-residential and residential applications. The Company designs, manufactures
and sells metal building systems, which consist of structural framing and wall
and roof panels, for industrial, commercial and institutional markets. The
Company's metal building systems are generally custom-designed to meet the
specific needs of the end-user and to allow for easy on-site assembly by
builders and independent erectors. The Company's metal building systems average
approximately 12,300 square feet in size, although the Company frequently
provides larger buildings of up to one million square feet or more. The Company
markets its metal building systems nationwide through approximately 1,100
authorized builder/dealers. ABC has capitalized on its extensive builder/dealer
network and engineering expertise to expand into the emerging metal roofing
market. The Company has a separate roofing products' sales, engineering and
customer service organization, which markets and sells the Company's roofing
products to its builder/dealer network and approximately 365 preferred roofing
contractors. The Company also provides specialty engineering services for large,
complex building structures, manufactures and markets mini-warehouses to serve
the growing self-storage market and secondary building components to serve the
Company's builder/dealers and roofers as well as the general construction
industry, and paints steel coils. In addition, the Company manufactures and
markets steel sectional upward acting doors for residential and commercial
applications, as well as modular structures and residential steel framing
systems. The Company also operates an ICC-licensed trucking subsidiary. ABC
markets its products and services throughout North America and in selected
international countries. The Company derived 95.0% and 89.5% of its respective
1996 and 1997 net sales from the sale of metal building systems and roofing and
architectural products and secondary building components.

     Since the inception of the metal buildings industry in the 1940s, metal
building systems have become a highly accepted method of construction for
low-rise, non-residential structures, such as factories, warehouses,
distribution centers, athletic and event centers, office buildings, retail
establishments, banks and schools. Based upon information reported by the Metal
Building Manufacturers Association ("MBMA"), an industry trade association,
metal building systems accounted, on a square footage basis, for approximately
70% of low-rise, non-residential structures of up to 150,000 square feet
constructed in 1997, compared to 65% in 1995 and 54% in 1987. The Company
believes the cost of the metal building system generally represents
approximately 15% of the total cost of constructing the building. In 1996, the
non-residential market for metal buildings consisted primarily of three distinct
markets: (1) commercial buildings, which accounted for approximately 35% of
metal building systems industry sales; (2) manufacturing buildings, which
accounted for approximately 41% of such industry sales; and (3) institutional
buildings and other categories, which in the aggregate accounted for
approximately 24% of such industry sales.

     In the early years of the industry, metal building systems were most often
used for factories, warehouses, distribution centers and other applications in
which the exterior appearance of the building was not as significant a
consideration to customers as construction cost, efficiency, speed of
construction and other factors. Technological advances in products and
materials, as well as the advent of modern computer-aided engineering and design
techniques, have led to the development of structural and roofing systems that
are compatible with more traditional construction materials. Architects and
designers now often combine a metal building system with masonry, glass and wood
exterior facades in order to meet the aesthetic requirements of building codes
and potential customers while preserving the inherent favorable characteristics
of metal building systems. As a result, the uses for metal building systems now
include office buildings, showrooms, retail stores, banks, schools and other

                                       -4-
non-residential buildings for which aesthetics and architectural features are
important considerations. The Company believes that competing in markets where
customers seek unique aesthetic or functional features for a structure places a
premium on the manufacturer's custom design and engineering capabilities, as
well as the strength of its distribution network.

     The Company's business strategy is focused on increasing long-term
profitability through enhancement of its strong builder/dealer network,
technological innovations, cost efficiencies, internal investment, capacity
expansion and expansion into related lines of business.

     The Company's predecessor was founded in 1947, and the Company was
incorporated under the laws of the State of Delaware in 1986. ABC's principal
executive office is located at 1150 State Docks Road, Eufaula, Alabama 36027 and
its telephone number is (334) 687-2032. The terms "Company" and "ABC" include
the operations of the Company's subsidiaries.

                                       -5-
RISK FACTORS

     In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus. This Prospectus contains, in
addition to historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below, as well as those discussed elsewhere in this
Prospectus.

     Industry Cyclicality. The non-residential and residential construction
industries are highly sensitive to overall economic conditions, and from time to
time have been negatively impacted in numerous geographic regions by unfavorable
economic conditions, relatively high vacancy rates, changes in tax laws
impacting the real estate industry and the unavailability of financing. Demand
for the Company's products may be adversely affected by the weakness of demand
within particular customer groups or a recession in the construction industry or
particular geographic regions, which may adversely affect the Company's results
of operations. The timing and severity of future economic or industry downturns
are not currently determinable, and any such downturn could have a material
adverse effect on the Company's results of operations and business.

     Competition. On the basis of data reported by the MBMA, the Company's 1997
sales of metal building systems products constituted approximately 11.4% of
reported industry sales, placing it as the fourth largest domestic manufacturer
behind the Building Systems division of Butler Manufacturing Company, NCI
Building Systems, Inc. and the Varco-Pruden Buildings Division of LTV Steel
Corporation, which accounted for approximately 20.6%, 14.4% and 11.9%,
respectively, of total 1997 industry sales reported by the MBMA. Other major
competitors include the Star and Ceco Divisions of Robertson-Ceco Corp. and
Associated Buildings. Several of the Company's competitors have greater
financial resources than the Company. The Company believes its American
Buildings brand is the third largest brand behind the Butler and Varco-Pruden
brands. Competition in the metal buildings industry is intense and is based
primarily on price, service, quality of the builder/dealer network and the
ability to provide added value in the design of a building. The Company's
ability to expand its market share depends in part on its ability to persuade
builders to market the Company's products in lieu of those of its competitors,
attract conventional contractors to the metal buildings industry and develop a
separate network of preferred roofing contractors to market its roofing
products. In addition, the Company and others in the metal building systems
industry compete with alternative methods of building construction. Although the
Company maintains metal building manufacturing facilities in Alabama, Illinois,
Nevada and Virginia, the Company's ability to quote competitive prices to
customers located more than 500 miles from one of these facilities may be
limited because of the significance of freight and delivery charges to the cost
of metal buildings. Foreign companies are not presently a significant factor in
the domestic marketplace, and the Company does not expect them to be in the near
future, mainly because of transportation costs and the short lead times
generally required by customers.

     The Roofing and Components Group competes with numerous suppliers of
roofing and component parts as well as other metal buildings systems
manufacturers.

     There are currently four other companies engaged in painting steel coil in
the southeastern United States. The Company believes that the recent addition of
two of these facilities has resulted in overcapacity for steel coil painting in
the southeastern United States and has created competitive pressure.

                                      -6-
In the upward acting, or garage door, manufacturing industry, there are
five "full-line" firms which serve a national base of customers. ABC estimates
that these companies have approximately an 80% market share. The Windsor Door
division's current market share is estimated by ABC to be approximately 8%,
ranking it fourth. Wayne Dalton Corporation and Overhead Door Corporation are
believed to be the two largest manufacturers, with Clopay Corporation also being
larger than Windsor.

     The Modular Buildings division has two primary competitors in the modular
petroleum business, both of which are privately owned. Several other
manufacturers compete in the canopy business and the commercial/institutional
modular business.

     Impact of Changing Steel Prices on the Company's Results of Operation. The
Company's principal raw material is steel. The steel industry is highly cyclical
in nature and prices for the Company's raw materials are influenced by numerous
factors beyond the control of the Company, including general economic
conditions, competition, labor costs, import duties and other trade
restrictions. As steel producers change the effective selling price for the
Company's raw materials, competitive conditions will influence the amount of the
change, if any, in the Company's prices to its customers. Changing steel prices
could therefore adversely affect the Company's results of operations and
business.

     Seasonal Nature of Business. The pre-engineered metal buildings industry,
as well as the construction industry in general, is seasonal in nature in that
shipments normally are lower in the first half of each year compared to the
second half because of unfavorable weather conditions for construction,
particularly in the northern portion of the United States, and normal business
planning cycles affecting construction. Prolonged severe winter weather
conditions can delay construction projects, cause increased job completion costs
and otherwise adversely affect the Company's business.

     Dependence on Key Personnel. The Company believes that its continued
success will depend to a significant extent upon its senior management. The loss
of the services of any key personnel, particularly Robert Ammerman and Joel
Voelkert, the Company's President and Chief Executive Officer and
President--Construction Products Group, respectively, could have a material
adverse effect upon the Company. The Company does not carry key man life
insurance on any of its senior management. The Company's continued success also
depends upon its ability to attract and retain qualified employees to support
its future growth.

     Substantially All Assets Pledged to Secure Debt. The Company has granted
its senior lender a lien on substantially all the Company's assets. In the event
the Company defaults on such debt, the lenders may foreclose on these assets to
satisfy the Company's obligations, which foreclosure may have a material adverse
effect on the value of the Common Stock.

     Risk of Operations in the PRC. As part of its effort to increase the
Company's presence in international markets, in August 1995 ABC and China
Renaissance Industries, L.P., a partnership formed to invest in non-listed
enterprises in The People's Republic of China, formed a joint venture to pursue
the manufacture of metal building systems in the PRC and their sale throughout
most of Southeast Asia (the "Territory"). ABC has a 30% interest in the joint
venture, and exclusively licensed to the joint venture on a royalty-free basis
the right to use certain of ABC's technology to pursue the manufacture and sale
of metal building systems in the Territory. The joint venture completed its
initial manufacturing facility in the PRC in October 1996. ABC will receive a
technology license fee of $1.5 million, of which $750,000 was paid in 1995 and
the remainder of which is due in late 1998. ABC invested approximately $4.4
million in the joint venture through the end of 1997 and expects to invest up to
an additional $0.1 million in 1998. Any change in policies by the government of
the PRC, such as changes in laws, regulations or the interpretation thereof, the
adoption of confiscatory taxation policies, 

                                      -7-
the implementation of restrictions on imports or sources of supplies, or the
expropriation or nationalization of private enterprises, could have a material
adverse effect on the Company's proposed operations in the PRC. Although the PRC
government has been pursuing economic reform policies for a number of years, no
assurance can be given that the government will continue to pursue such policies
or that such policies may not be significantly altered, especially in the event
of a change in leadership, social or political disruption, or other
circumstances affecting the PRC's political, economic and social life. The PRC
government imposes control over its foreign currency reserves through direct
regulation of the conversion of Chinese currency into foreign exchange.
Accordingly, the Company will be subject to currency fluctuation and
convertibility and foreign exchange risks on its share of the proposed joint
venture's earnings.

     Certain Anti-Takeover Effects. The shares beneficially owned by the
Company's executive officers, directors and affiliates, combined with the
ability of the Board of Directors to issue shares of preferred stock without
further vote or action by the stockholders, may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the stockholders. Consequently, the market price of the Common Stock
may be less likely to reflect a "premium for control." In addition, Section 203
of the Delaware General Corporation Law, which is applicable to the Company,
contains provisions that restrict certain business combinations with interested
stockholders, which may have the effect of inhibiting a non-negotiated merger or
other business combination involving the Company.

     Possible Volatility of Stock Price. The trading price of the Common Stock
could be subject to wide fluctuations in response to variations in the Company's
quarterly financial results, changes in the pre-engineered metal buildings
industry and general market and economic conditions, or the failure to meet
securities analysts' expectations, among other things.

     No Dividends. The Company currently intends to retain earnings to support
its growth strategy and does not anticipate paying dividends in the foreseeable
future. Payment of dividends is currently prohibited by the Company's credit
facility.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.

                              SELLING STOCKHOLDERS

     The Company will supplement this Prospectus from time to time to include
certain information concerning the security ownership of the Selling
Stockholders and the position, office or other material relationship which a
Selling Stockholder has had within the past three years with the Company or any
of its predecessors or affiliates.

                                      -8-
PLAN OF DISTRIBUTION

     The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders (or their donees or pledgees).

     Sales of Shares may be effected from time to time in transactions (which
may include block transactions) on the Nasdaq National Market, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, or at
negotiated prices. The Selling Stockholders have advised the Company that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. The
Selling Stockholders may effect such transactions by selling Common Stock
directly to purchasers or to or through broker-dealers which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of Common Stock for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Common Stock might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the shares of Common Stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. Liabilities
under the federal securities laws cannot be waived.

     Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the Shares, such Selling
Stockholder, any selling broker or dealer and any "affiliated purchasers" may be
subject to Regulation M under the Exchange Act, which Regulation would prohibit,
with certain exceptions, any such person from bidding for or purchasing any
security which is the subject of such distribution until his participation in
that distribution is completed. In addition, Regulation M under the Exchange Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of
pegging, fixing or stabilizing the price of Common Stock in connection with this
offering.

                                  LEGAL MATTERS

     Legal matters relating to the Common Stock have been passed upon for the
Company by Fulbright & Jaworski L.L.P., New York, New York.

                                     EXPERTS

     The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.

                                      -9-
================================================================================

     NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

                                                                                

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Available Information .....................................................  2
Incorporation of Certain Documents by Reference ...........................  3
The Company ...............................................................  4
Risk Factors ..............................................................  6
Use of Proceeds ...........................................................  8 
Selling Stockholders ......................................................  8
Plan of Distribution ......................................................  9
Legal Matters .............................................................  9
Experts ...................................................................  9

                                     560,000
                                     Shares
                                            
                                            
                                            
                            AMERICAN BUILDING COMPANY
                                            
                                             
                                  Common Stock
                                            
                                                 
                             -----------------------
                                            
                                   PROSPECTUS

                             -----------------------
                                            
                                             
                               September 30, 1998
                                            

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

                                      -10-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The contents of the Company's Registration Statement on Form S-8 (File No.
333-86558), as filed with the Securities and Exchange Commission on November 21,
1994 is incorporated herein by reference.

                                      II-1
SIGNATURES
                                            
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eufaula, State of Alabama on this 29th day of
September, 1998.

                                      AMERICAN BUILDINGS COMPANY

                                      By: /s/ ROBERT T. AMMERMAN
                                          --------------------------------------
                                           Robert T. Ammerman
                                           President and Chief Executive Officer

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints ROBERT T. AMMERMAN and R. CHARLES
BLACKMON, JR., or either of them, 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 all documents in connection therewith,
with the Securities and Exchange Commission, granting said attorney-in-fact and
agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                      II-2
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE                                          TITLE                      DATE
---------                                          -----                      ----
/s/ ROBERT T. AMMERMAN                    
------------------------                  Chief Executive Officer        September 29, 1998
Robert T. Ammerman                        and Director
                                          prinncipal executive
                                          officer)

/s/ R. CHARLES BLACKMON, JR.                         
------------------------------------      Executive Vice President -     September 29, 1998
R. Charles Blackmon, Jr.                  Chief Financial
                                          Officer
                                          (principal financial and
                                          accounting officer)

/s/ WILLIAM L. SELDEN                     Chairman of the                September 29, 1998
------------------------------------      Board and
William L. Selden                         Director

                                          Director                       September __, 1998
------------------------------------
Harold J. Levy                            

/s/ DOUGLAS L. NEWHOUSE                   Director                       September 29, 1998
------------------------------------
Douglas L. Newhouse

/s/ RALPH S. SAUL                         Director                       September 29, 1998
------------------------------------
Ralph S. Saul

/s/ ROBERT F. SHAPIRO                     Director                       September 29, 1998
------------------------------------
Robert F. Shapiro

                                          Director                       September __, 1998
------------------------------------
Kendrick R. Wilson, III
II-3
INDEX TO EXHIBITS

  Exhibit
    No.          Description
 --------        -----------
  4              American Buildings Company 1994 Stock Option Plan, as amended
  5              Opinion of Fulbright & Jaworski L.L.P.
  23.1           Consent of Arthur Andersen LLP
  10.1           Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)

                                      II-4