Registration No. 333-
                                                                        --------
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   ----------

                         HUTTIG BUILDING PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     43-0334550
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


      LAKEVIEW CENTER, SUITE 400
      14500 SOUTH OUTER FORTY ROAD
      CHESTERFIELD, MISSOURI                                        63017
      (Address of principal executive offices)                   (Zip Code)


         HUTTIG BUILDING PRODUCTS, INC. SAVINGS AND PROFIT SHARING PLAN
                            (Full title of the plan)


                               GREGORY D. LAMBERT
     CHIEF FINANCIAL OFFICER, VICE PRESIDENT - ADMINISTRATION AND SECRETARY
                         HUTTIG BUILDING PRODUCTS, INC.
                           LAKEVIEW CENTER, SUITE 400
                          14500 SOUTH OUTER FORTY ROAD
                          CHESTERFIELD, MISSOURI 63017
                     (Name and address of agent for service)

                                 (314) 216-2600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
    TITLE OF                         PROPOSED        PROPOSED         AMOUNT OF
   SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM        REGISTRATION
TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE           FEE
                                    PER SHARE    OFFERING PRICE
================================================================================
Common Stock,
par value             300,000      $5.0625 (2)     $1,518,750         $400.95
$0.01 per share      shares(1)
================================================================================
      (1) Pursuant to Rule 416(c) under the  Securities Act of 1933, as amended,
this Registration  Statement also covers an indeterminate number of interests to
be offered or sold pursuant to the Huttig  Building  Products, Inc. Savings  and
Profit Sharing Plan.
      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low "when-issued"  trading prices for the Registrant's Common Stock
on December 8, 1999, as reported the New York Stock Exchange Composite Tape.
================================================================================

<PAGE>

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the  "Securities  Act"), is incorporated by reference into
    this Registration Statement:

      The  registration  statement  on Form 10 (File No.  1-15313),  as amended.
    The description  of the  Registrant's  Common Stock is contained in the Form
    10 under the heading "Description of Huttig Capital Stock."

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes  part of the  prospectus  relating to the Huttig
    Building  Products,  Inc.  Savings  and  Profit  Sharing  Plan  meeting  the
    requirements of Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.


    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Delaware  General  Corporation  Law  (the "DGCL")   permits  Delaware
    corporations  to eliminate or limit the monetary  liability of directors for
    breach of their fiduciary duty of care, subject to certain limitations.  The
    Company's Restated Certificate of Incorporation provides that no director of
    the Company shall be liable to the Company 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  Company or its
    stockholders,  (ii) for acts or omissions not in good faith or which involve
    intentional  misconduct or a knowing  violation of law, (iii) for willful or
    negligent  violation of the laws  governing  the payment of dividends or the
    purchase or redemption of stock or (iv) for any  transaction  from which the
    director derived an improper personal benefit.



                                      II-1
<PAGE>

      The  Company's  By-laws provide for the  indemnification  of directors and
    officers to the fullest  extent  permitted  by the DGCL.  Section 145 of the
    DGCL  authorizes  indemnification  when  a  person  is  made a  party  or is
    threatened  to be made a party to any  proceeding by reason of the fact that
    such  person  is or  was a  director,  officer,  employee  or  agent  of the
    corporation or is or was serving as a director,  officer,  employee or agent
    of another enterprise, at the request of the corporation, and if such person
    acted in good faith and in a manner reasonably  believed by him or her to be
    in, or not opposed to, the best interests of the  corporation.  With respect
    to any criminal proceeding, such person must have had no reasonable cause to
    believe that his or her conduct was unlawful.  If it is determined  that the
    conduct of such person meets these  standards,  he or she may be indemnified
    for expenses  incurred  (including  attorney's fees),  judgments,  fines and
    amounts paid in settlement actually and reasonably incurred by him or her in
    connection with such proceeding.

      If  such  a  proceeding  is brought by or in the right of the  corporation
    (i.e., a derivative suit),  such person may be indemnified  against expenses
    actually and  reasonably  incurred if he or she acted in good faith and in a
    manner  reasonably  believed  by him or her to be in, or not opposed to, the
    best  interests of the  corporation.  There can be no  indemnification  with
    respect to any matter as to which such  person is  adjudged  to be liable to
    the  corporation;  however,  a court  may,  even in such  case,  allow  such
    indemnification to such person for such expenses as the court deems proper.

      Where  such  person is  successful  in any such  proceeding,  he or she is
    entitled to be indemnified against expenses actually and reasonably incurred
    by  him  or  her.  In  all  other  cases,  indemnification  is  made  by the
    corporation upon determination by it that  indemnification of such person is
    proper because such person has met the applicable standard of conduct.

      The  Company   has   entered  into  indemnification  agreements  with  its
    directors and certain executive  officers,  and also maintains insurance for
    the benefit of its officers and directors.


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.


    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

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

      4.1         Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated  by reference to Exhibit 3.1 to the Registrant's
                  Form 10, as amended,  initially  filed on  September  21, 1999
                  (File No. 1-15313)).

      4.2         Restated By-Laws of the Registrant  (incorporated by reference
                  to  Exhibit  3.2 to the  Registrant's  Form  10,  as  amended,
                  initially filed on September 21, 1999 (File No. 1-15313)).

      4.3         Rights Agreement dated December 6, 1999 between the Registrant
                  and the rights agent named therein  (incorporated by reference
                  to  Exhibit  4.2 to the  Registrant's  Form  10,  as  amended,
                  initially filed on September 21, 1999 (File No. 1-15313)).



                                      II-2
<PAGE>

      5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality
                  of the shares being registered hereunder (filed herewith).

      23.1        Consent of Deloitte & Touche LLP (filed herewith).

      23.2        Consent of PricewaterhouseCoopers LLP (filed herewith).

      23.3        Consent of Ernst & Young LLP (filed herewith).

      23.4        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).


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

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section


                                      II-3
<PAGE>

      13(a)  or  Section  15(d) of the  Exchange  Act  that is  incorporated  by
      reference  in the  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.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  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
      Commission such  indemnification  is against public policy as expressed in
      the Securities Act and is, therefore,  unenforceable.  In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  Registrant  in the  successful  defense of any
      action,  suit or  proceeding)  is  asserted by such  director,  officer or
      controlling person in connection with the securities being registered, the
      Registrant will,  unless in the opinion of its counsel the matter has been
      settled  by  controlling  precedent,  submit  to a  court  of  appropriate
      jurisdiction  the question whether such  indemnification  by it is against
      public policy as expressed in the  Securities  Act and will be governed by
      the final adjudication of such issue.



                                      II-4
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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  Chesterfield,  the State of  Missouri,  on this
    6th day of December, 1999.


                                          HUTTIG BUILDING PRODUCTS, INC.


                                          By: /s/ Barry J. Kulpa
                                             ----------------------------------
                                          Barry J. Kulpa
                                          President and Chief Executive Officer

      We, the undersigned  directors and officers of Huttig  Building  Products,
    Inc.,  do hereby  constitute  and  appoint  Barry J.  Kulpa and  Gregory  D.
    Lambert,  or either of them, our true and lawful attorneys and agents, to do
    any and all acts and things in our name and on our behalf in our  capacities
    as directors and officers and to execute any and all  instruments for us and
    in our names in the  capacities  indicated  below,  which said attorneys and
    agents,  or either of them,  may deem  necessary or advisable to enable said
    corporation to comply with the Securities Act and any rules, regulations and
    requirements  of  the  Commission,  in  connection  with  this  Registration
    Statement,   including  specifically,  but  without  limitation,  power  and
    authority  to  sign  for  us or any of us in  our  names  in the  capacities
    indicated   below,   any  and  all  amendments   (including   post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

        SIGNATURE                   CAPACITY                      DATE
        ---------                   --------                      ----

 /s/ R. S. Evans             Chairman and Director              December 6, 1999
 -------------------------
 R.S. Evans

 /s/ Barry J. Kulpa          President and Chief                December 6, 1999
 -------------------------   Executive Officer (Principal
 Barry J. Kulpa              Executive Officer) and Director


 /s/ Gregory D. Lambert      Chief Financial Officer and        December 6, 1999
 -------------------------   Vice President - Administration
 Gregory D. Lambert          (Principal Financial Officer)


 /s/ David Dean              Controller (Principal              December 6, 1999
 -------------------------   Accounting Officer)
 David Dean




                                      II-5
<PAGE>

        SIGNATURE                   CAPACITY                      DATE
        ---------                   --------                      ----

 /s/ E. Thayer Bigelow, Jr.    Director                         December 7, 1999
 --------------------------
 E. Thayer Bigelow, Jr.


 /s/ Richard S. Forte          Director                         December 8, 1999
 -------------------------
 Richard S. Forte


 /s/ Dorsey R. Gardner         Director                         December 7, 1999
 -------------------------
 Dorsey R. Gardner


 /s/ James L. L. Tullis        Director                         December 7, 1999
 -------------------------
 James L. L. Tullis



      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
    administrator  of the Huttig  Building  Products,  Inc.  Savings  and Profit
    Sharing Plan has duly caused this registration statement to be signed on its
    behalf  by  the  undersigned,   thereunto  duly  authorized,   in  the  City
    of Stamford, the State of Connecticut, on December 6, 1999.


                                Huttig Building Products, Inc. Savings and
                                Profit Sharing Plan


                                By:   /s/ Gregory D. Lambert
                                      ---------------------------------------

                                Name: Gregory D. Lambert
                                      ---------------------------------------

                                Title:Vice President-Administration
                                      ---------------------------------------




                                      II-6
<PAGE>



                                  EXHIBIT INDEX


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

       4.1      Restated   Certificate  of   Incorporation   of  the  Registrant
                (incorporated  by reference  to Exhibit 3.1 to the  Registrant's
                Form 10, as amended, initially filed on September 21, 1999 (File
                No. 1-15313)).

       4.2      Restated By-Laws of the Registrant (incorporated by reference to
                Exhibit 3.2 to the Registrant's  Form 10, as amended,  initially
                filed on September 21, 1999 (File No. 1-15313)).

       4.3      Rights  Agreement dated  December 6, 1999 between the Registrant
                and the rights agent named therein (incorporated by reference to
                Exhibit 4.2 to the Registrant's  Form 10, as amended,  initially
                filed on September 21, 1999 (File No. 1-15313)).

       5.1      Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

       23.1     Consent of Deloitte & Touche LLP.

       23.2     Consent of PricewaterhouseCoopers LLP.

       23.3     Consent of Ernst & Young LLP.

       23.4     Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

       24.1     Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).




                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20742}]
{"company-data": {"conformed-name": "HUTTIG BUILDING PRODUCTS INC", "cik": "0001093082", "assigned-sic": "5030", "irs-number": "430334550"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92495", "film-number": "99772286"}, "business-address": {"street1": "14500 S. OUTER FORTY RD", "street2": "SUITE 400", "city": "CHESTERFIELD", "state": "MO", "zip": "63006-1041", "phone": "3142162600"}, "mail-address": {"street1": "PO BOX 1041", "city": "CHESTERFIELD", "state": "MO", "zip": "63006-1041"}}
Registration No. 333-
                                                                        --------
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   ----------

                         HUTTIG BUILDING PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     43-0334550
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

      LAKEVIEW CENTER, SUITE 400
      14500 SOUTH OUTER FORTY ROAD
      CHESTERFIELD, MISSOURI                                        63017
      (Address of principal executive offices)                   (Zip Code)

         HUTTIG BUILDING PRODUCTS, INC. SAVINGS AND PROFIT SHARING PLAN
                            (Full title of the plan)

                               GREGORY D. LAMBERT
     CHIEF FINANCIAL OFFICER, VICE PRESIDENT - ADMINISTRATION AND SECRETARY
                         HUTTIG BUILDING PRODUCTS, INC.
                           LAKEVIEW CENTER, SUITE 400
                          14500 SOUTH OUTER FORTY ROAD
                          CHESTERFIELD, MISSOURI 63017
                     (Name and address of agent for service)

                                 (314) 216-2600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
    TITLE OF                         PROPOSED        PROPOSED         AMOUNT OF
   SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM        REGISTRATION
TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE           FEE
                                    PER SHARE    OFFERING PRICE
================================================================================
Common Stock,
par value             300,000      $5.0625 (2)     $1,518,750         $400.95
$0.01 per share      shares(1)
================================================================================
      (1) Pursuant to Rule 416(c) under the  Securities Act of 1933, as amended,
this Registration  Statement also covers an indeterminate number of interests to
be offered or sold pursuant to the Huttig  Building  Products, Inc. Savings  and
Profit Sharing Plan.
      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low "when-issued"  trading prices for the Registrant's Common Stock
on December 8, 1999, as reported the New York Stock Exchange Composite Tape.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  document  filed by the  Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the  "Securities  Act"), is incorporated by reference into
    this Registration Statement:

      The  registration  statement  on Form 10 (File No.  1-15313),  as amended.
    The description  of the  Registrant's  Common Stock is contained in the Form
    10 under the heading "Description of Huttig Capital Stock."

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes  part of the  prospectus  relating to the Huttig
    Building  Products,  Inc.  Savings  and  Profit  Sharing  Plan  meeting  the
    requirements of Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The  Delaware  General  Corporation  Law  (the "DGCL")   permits  Delaware
    corporations  to eliminate or limit the monetary  liability of directors for
    breach of their fiduciary duty of care, subject to certain limitations.  The
    Company's Restated Certificate of Incorporation provides that no director of
    the Company shall be liable to the Company 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  Company or its
    stockholders,  (ii) for acts or omissions not in good faith or which involve
    intentional  misconduct or a knowing  violation of law, (iii) for willful or
    negligent  violation of the laws  governing  the payment of dividends or the
    purchase or redemption of stock or (iv) for any  transaction  from which the
    director derived an improper personal benefit.

                                      II-1
The  Company's  By-laws provide for the  indemnification  of directors and
    officers to the fullest  extent  permitted  by the DGCL.  Section 145 of the
    DGCL  authorizes  indemnification  when  a  person  is  made a  party  or is
    threatened  to be made a party to any  proceeding by reason of the fact that
    such  person  is or  was a  director,  officer,  employee  or  agent  of the
    corporation or is or was serving as a director,  officer,  employee or agent
    of another enterprise, at the request of the corporation, and if such person
    acted in good faith and in a manner reasonably  believed by him or her to be
    in, or not opposed to, the best interests of the  corporation.  With respect
    to any criminal proceeding, such person must have had no reasonable cause to
    believe that his or her conduct was unlawful.  If it is determined  that the
    conduct of such person meets these  standards,  he or she may be indemnified
    for expenses  incurred  (including  attorney's fees),  judgments,  fines and
    amounts paid in settlement actually and reasonably incurred by him or her in
    connection with such proceeding.

      If  such  a  proceeding  is brought by or in the right of the  corporation
    (i.e., a derivative suit),  such person may be indemnified  against expenses
    actually and  reasonably  incurred if he or she acted in good faith and in a
    manner  reasonably  believed  by him or her to be in, or not opposed to, the
    best  interests of the  corporation.  There can be no  indemnification  with
    respect to any matter as to which such  person is  adjudged  to be liable to
    the  corporation;  however,  a court  may,  even in such  case,  allow  such
    indemnification to such person for such expenses as the court deems proper.

      Where  such  person is  successful  in any such  proceeding,  he or she is
    entitled to be indemnified against expenses actually and reasonably incurred
    by  him  or  her.  In  all  other  cases,  indemnification  is  made  by the
    corporation upon determination by it that  indemnification of such person is
    proper because such person has met the applicable standard of conduct.

      The  Company   has   entered  into  indemnification  agreements  with  its
    directors and certain executive  officers,  and also maintains insurance for
    the benefit of its officers and directors.

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.

    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

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

      4.1         Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated  by reference to Exhibit 3.1 to the Registrant's
                  Form 10, as amended,  initially  filed on  September  21, 1999
                  (File No. 1-15313)).

      4.2         Restated By-Laws of the Registrant  (incorporated by reference
                  to  Exhibit  3.2 to the  Registrant's  Form  10,  as  amended,
                  initially filed on September 21, 1999 (File No. 1-15313)).

      4.3         Rights Agreement dated December 6, 1999 between the Registrant
                  and the rights agent named therein  (incorporated by reference
                  to  Exhibit  4.2 to the  Registrant's  Form  10,  as  amended,
                  initially filed on September 21, 1999 (File No. 1-15313)).

                                      II-2
5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality
                  of the shares being registered hereunder (filed herewith).

      23.1        Consent of Deloitte & Touche LLP (filed herewith).

      23.2        Consent of PricewaterhouseCoopers LLP (filed herewith).

      23.3        Consent of Ernst & Young LLP (filed herewith).

      23.4        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).

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

      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section

                                      II-3
13(a)  or  Section  15(d) of the  Exchange  Act  that is  incorporated  by
      reference  in the  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.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  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
      Commission such  indemnification  is against public policy as expressed in
      the Securities Act and is, therefore,  unenforceable.  In the event that a
      claim for indemnification against such liabilities (other than the payment
      by the Registrant of expenses  incurred or paid by a director,  officer or
      controlling  person of the  Registrant  in the  successful  defense of any
      action,  suit or  proceeding)  is  asserted by such  director,  officer or
      controlling person in connection with the securities being registered, the
      Registrant will,  unless in the opinion of its counsel the matter has been
      settled  by  controlling  precedent,  submit  to a  court  of  appropriate
      jurisdiction  the question whether such  indemnification  by it is against
      public policy as expressed in the  Securities  Act and will be governed by
      the final adjudication of such issue.

                                      II-4
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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  Chesterfield,  the State of  Missouri,  on this
    6th day of December, 1999.

                                          HUTTIG BUILDING PRODUCTS, INC.

                                          By: /s/ Barry J. Kulpa
                                             ----------------------------------
                                          Barry J. Kulpa
                                          President and Chief Executive Officer

      We, the undersigned  directors and officers of Huttig  Building  Products,
    Inc.,  do hereby  constitute  and  appoint  Barry J.  Kulpa and  Gregory  D.
    Lambert,  or either of them, our true and lawful attorneys and agents, to do
    any and all acts and things in our name and on our behalf in our  capacities
    as directors and officers and to execute any and all  instruments for us and
    in our names in the  capacities  indicated  below,  which said attorneys and
    agents,  or either of them,  may deem  necessary or advisable to enable said
    corporation to comply with the Securities Act and any rules, regulations and
    requirements  of  the  Commission,  in  connection  with  this  Registration
    Statement,   including  specifically,  but  without  limitation,  power  and
    authority  to  sign  for  us or any of us in  our  names  in the  capacities
    indicated   below,   any  and  all  amendments   (including   post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

        SIGNATURE                   CAPACITY                      DATE
        ---------                   --------                      ----

 /s/ R. S. Evans             Chairman and Director              December 6, 1999
 -------------------------
 R.S. Evans

 /s/ Barry J. Kulpa          President and Chief                December 6, 1999
 -------------------------   Executive Officer (Principal
 Barry J. Kulpa              Executive Officer) and Director

 /s/ Gregory D. Lambert      Chief Financial Officer and        December 6, 1999
 -------------------------   Vice President - Administration
 Gregory D. Lambert          (Principal Financial Officer)

 /s/ David Dean              Controller (Principal              December 6, 1999
 -------------------------   Accounting Officer)
 David Dean

                                      II-5
SIGNATURE                   CAPACITY                      DATE
        ---------                   --------                      ----

 /s/ E. Thayer Bigelow, Jr.    Director                         December 7, 1999
 --------------------------
 E. Thayer Bigelow, Jr.

 /s/ Richard S. Forte          Director                         December 8, 1999
 -------------------------
 Richard S. Forte

 /s/ Dorsey R. Gardner         Director                         December 7, 1999
 -------------------------
 Dorsey R. Gardner

 /s/ James L. L. Tullis        Director                         December 7, 1999
 -------------------------
 James L. L. Tullis

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
    administrator  of the Huttig  Building  Products,  Inc.  Savings  and Profit
    Sharing Plan has duly caused this registration statement to be signed on its
    behalf  by  the  undersigned,   thereunto  duly  authorized,   in  the  City
    of Stamford, the State of Connecticut, on December 6, 1999.

                                Huttig Building Products, Inc. Savings and
                                Profit Sharing Plan

                                By:   /s/ Gregory D. Lambert
                                      ---------------------------------------

                                Name: Gregory D. Lambert
                                      ---------------------------------------

                                Title:Vice President-Administration
                                      ---------------------------------------

                                      II-6
EXHIBIT INDEX

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

       4.1      Restated   Certificate  of   Incorporation   of  the  Registrant
                (incorporated  by reference  to Exhibit 3.1 to the  Registrant's
                Form 10, as amended, initially filed on September 21, 1999 (File
                No. 1-15313)).

       4.2      Restated By-Laws of the Registrant (incorporated by reference to
                Exhibit 3.2 to the Registrant's  Form 10, as amended,  initially
                filed on September 21, 1999 (File No. 1-15313)).

       4.3      Rights  Agreement dated  December 6, 1999 between the Registrant
                and the rights agent named therein (incorporated by reference to
                Exhibit 4.2 to the Registrant's  Form 10, as amended,  initially
                filed on September 21, 1999 (File No. 1-15313)).

       5.1      Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

       23.1     Consent of Deloitte & Touche LLP.

       23.2     Consent of PricewaterhouseCoopers LLP.

       23.3     Consent of Ernst & Young LLP.

       23.4     Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

       24.1     Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).

                                      II-7