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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K/A

(Mark one)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1997.

                                       or

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) for the transition period from ______ to ______.


                        Commission File Number 333-20095

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

                             ATRIUM COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)
                                 --------------
         DELAWARE                                               75-2642488
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                           Identification Number)

                      1341 W. MOCKINGBIRD LANE, SUITE 1200W
                              DALLAS, TEXAS 75247
               (Address of executive offices, including zip code)
                                 (214) 630-5757
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) and (g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant - NONE

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     As of March 25, 1998, the registrant had 100 shares of Common Stock, par
value $.01 per share outstanding.



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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   ATRIUM COMPANIES, INC. AND SUBSIDIARIES

                                   By: /s/ JEFF L. HULL
                                      --------------------------------
                                           Jeff L. Hull
                                           Chief Financial Officer and Secretary

                                   Date: April 7, 1998


         Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

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

<S>                                           <C>                                            <C>    
               *                              President, Chief Executive Officer and         April 7, 1998
      ----------------------                  Director (Principal Executive Officer)
      Randall S. Fojtasek                     


      /s/ JEFF L. HULL                        Chief Financial Officer and Secretary          April 7, 1998
      ----------------------
      Jeff L. Hull                            (Principal Financial Officer)


               *                              Corporate Controller                           April 7, 1998
      ----------------------
      Eric W. Long                            (Principal Acounting Officer)


               *                              Director                                       April 7, 1998
      ----------------------
      John R. Muse


               *                              Director                                       April 7, 1998
      ----------------------
      Michael J. Levitt


               *                              Director                                       April 7, 1998
      ----------------------
      Stephen M. Humphrey


               *                              Director                                       April 7, 1998
      ----------------------
      C. Dean Metropoulos


               *                              Director                                       April 7, 1998
      ----------------------
      Michel Reichert

</TABLE>


         Jeff L. Hull, by signing his name hereto, signs and executes this
document on behalf of each of the above-named officers and directors of Atrium
Companies, Inc. on the 7th day of April, 1998, pursuant to powers of attorney
executed on behalf of each of such officers and directors, and contemporaneously
filed hereunto with the Securities and Exchange Commission.

                                    *  By: /s/ JEFF L. HULL
                                           ------------------------------------
                                               Jeff L. Hull
                                               Attorney-in-Fact

                                       Date:   April 7, 1998


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                     ATRIUM COMPANIES, INC. AND SUBSIDIARIES

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBITS
     ------     --------------------------------------------------------------------
     <S>        <C>
        2.1  -- Stock Purchase Agreement by and among HMTF Acquisition Corp.,
                Atrium Corporation and the Selling Securityholders dated as of
                November 7, 1996 (1)

        2.2  -- Securities Exchange Agreement among Atrium Corporation, FCI
                Holding Corp, Heritage Fund I, L.P. Randall Fojtasek, et. al.
                dated August 22, 1996, as amended (1)

        2.3  -- Stock Purchase Agreement by and among Fojtasek Companies, Inc.,
                Howard S. Saffan, Leslie Goldbloom and Kevin Schumacher dated
                August 22, 1996, as amended (1)

        3.1  -- Certificate of Incorporation of Atrium Companies, Inc., as
                amended (1)

        3.2  -- Bylaws of Atrium Companies, Inc.(1)

        3.3  -- Certificate of Incorporation of Vinyl Building Specialties of
                Connecticut, Inc. (1)

        3.4  -- Bylaws of Vinyl Building Specialties of Connecticut, Inc. (1)

        3.5  -- Certificate of Incorporation of Bishop Manufacturing Co. of New
                York, Inc. (1)

        3.6  -- Bylaws of Bishop Manufacturing Co. of New York, Inc. (1)

        3.7  -- Certificate of Incorporation of Bishop Manufacturing Company,
                Incorporated (1)

        3.8  -- Bylaws of Bishop Manufacturing Company, Incorporated (1)

        3.9  -- Certificate of Incorporation of Bishop Manufacturing Company of
                New England, Inc. (1)

        3.10 -- Bylaws of Bishop Manufacturing Company of New England, Inc. (1)

        3.11 -- Articles of Incorporation of H-R Window Supply, Inc. (1)

        3.12 -- Bylaws of H-R Window Supply, Inc. (1)

        3.13 -- Amendment to Certificate of Incorporation for Atrium Door and
                Window Company of the Northeast (formerly Bishop Manufacturing
                Company, Incorporated) incorporated by reference from the Form
                8-K dated December 1, 1997, SEC File No. 333-20095-02

        3.14 -- Amendment to Certificate of Incorporation for Atrium Door and
                Window Company of the New York (formerly Bishop Manufacturing
                Company of New York, Inc.) incorporated by reference from the
                Form 8-K dated December 1, 1997, SEC File No. 333-20095-04

        3.15 -- Amendment to Certificate of Incorporation for Atrium Door and
                Window Company of the New England (formerly Bishop Manufacturing
                Company of New England, Inc.) incorporated by reference from the
                Form 8-K dated December 1, 1997, SEC File No. 333-20095-03

        3.16 -- Amendment to Certificate of Incorporation for Atrium Door and
                Window Company - West Coast (formerly H-R Window Supply, Inc.)
                incorporated by reference from the Form 8-K dated December 1,
                1997, SEC File No. 333-20095-05

        4.1  -- Exchange and Registration Rights Agreement made as of November
                27, 1996 by and among Atrium Companies, Inc., the Subsidiary
                Guarantors and BT Securities Corporation (1)

        4.2  -- Indenture dated as of November 27, 1996 by and among Atrium
                Companies, Inc., the Subsidiary Guarantors and United States
                Trust Company of New York (1)

       10.1  -- Financial Advisory Agreement dated as of November 27, 1996 among
                Atrium Corporation, the Company and Hicks, Muse & Co. Partners,
                L.P. (1)

       10.2  -- Stockholders Agreement dated as of November 27, 1996, by and
                among Atrium Corporation, the securityholders listed therein and
                Hicks, Muse, Tate & Furst Incorporated (1)

       10.3  -- Indemnification Agreement dated as of November 27, 1996 by and
                between Atrium Corporation and Randall S. Fojtasek, together
                with a schedule identifying substantially identical documents
                and setting forth material details in which those documents
                differ from the foregoing documents (1)

       10.4  -- Credit Agreement by and among Atrium Companies, Inc., the Banks,
                Parties thereto, and Bankers Trust Company dated November 27,
                1996 (1)
</TABLE>


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<TABLE>

<S>             <C>
       10.5  -- Monitoring and Oversight Agreement among Atrium Corporation, the
                Company and Hicks, Muse & Co. Partners, L.P. dated November 27,
                1996 (1)

       10.6  -- Atrium Indemnification Escrow Agreement among Hicks, Muse, Tate
                & Furst Equity Fund III, L.P., the Company, Randall S. Fojtasek,
                Heritage Fund I, L.P., and Citibank N.A. dated November 27, 1996
                (1)

       10.7  -- Bishop Indemnification Escrow Agreement among Hicks, Muse, Tate
                & Furst Equity Fund III, L.P., the Company, Howard S. Saffan and
                Citibank N.A. dated November 27, 1996(1)

       10.8  -- Atrium Corporation 1996 Stock Purchase Plan (1)

       10.9  -- Atrium Corporation 1996 Stock Option Plan (1)

       10.10 -- Employment Agreement dated November 7, 1996 between Atrium
                Corporation and Randall S. Fojtasek (1)

       10.11 -- Employment Agreement between the Company and Jeff L. Hull dated
                January 1, 1998 (2)

       10.12 -- Employment Agreement between the Company and Horace T. Hicks
                dated January 1, 1998 (2)

       10.13 -- Employment Agreement between the Company and Louis W. Simi, Jr.
                dated January 1, 1998 (2)

       10.14 -- Employment Agreement between the Company and Arthur G. Frost
                dated January 1, 1998 (2)

       10.15 -- Escrow Agreement dated July 3, 1995 among Fojtasek/Heritage
                Acquisition Company, The Company, Randall Fojtasek and the First
                National Bank of Boston (1)

       10.16 -- Non-Competition Agreement dated July 3, 1995 by and among
                Randall Fojtasek and Fojtasek/Heritage Acquisition Company (1)

       10.17 -- Atrium Lease Agreement, as amended (1)

       10.18 -- H-R Windows Lease Agreement (1)

       10.19 -- Second Amendment to the Atrium Lease Agreement (2)

       10.20 -- First Amendment to the H-R Windows Lease Agreement (2)

       12.1  -- Computation of Ratio of Earnings to Fixed Charges (2)

       21.1  -- Subsidiaries of the Company (2)

       24.1  -- Powers of Attorney (3)

       27.1  -- Financial Data Schedule (2)
</TABLE>

---------------
(1) Incorporated by reference from the Registrant's Registration Statement on
    Form S-4, dated April 4, 1997, SEC File No. 333-20095.

(2) Previously filed in the Registrant's Form 10-K, dated March 27, 1998.

(3) Filed herewith.


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