<PAGE>   1


   As filed with the Securities and Exchange Commission on September 15, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                              --------------------
                            
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                       ASSOCIATED MATERIALS INCORPORATED
             (Exact name of registrant as specified in its charter)

                       2200 ROSS AVENUE, SUITE 4100 EAST
                              DALLAS, TEXAS  75201
                                 (214) 220-4600
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

           DELAWARE                                    75-1872487
    (State of incorporation)             (I.R.S. Employer Identification Number)

                       ASSOCIATED MATERIALS INCORPORATED
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               ROBERT L. WINSPEAR
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                       ASSOCIATED MATERIALS INCORPORATED
                       2200 ROSS AVENUE, SUITE 4100 EAST
                               DALLAS, TX  75201
                                 (214) 220-4600
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                WITH A COPY TO:

                            JAMES E. O'BANNON, ESQ.
                           JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                              DALLAS, TEXAS  75201
                                 (214) 220-3939

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                        
==============================================================================================================================
                                                                             Proposed          Proposed
                                                                              Maximum           Maximum
                                                             Amount          Offering          Aggregate          Amount of
                                                             to be           Price per         Offering         Registration
 Title of Securities to be Registered                    Registered (1)        Share           Price               Fee (2)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>              <C>               <C>   
 Common Stock, par value $.0025 per share  . . . . .        250,000            $7.50          $1,875,000            $554
==============================================================================================================================
</TABLE>

(1)   Represents shares issuable under the Associated Materials Incorporated 
      Employee Stock Purchase Plan (the "Plan"). Pursuant to Rule 416, there are
      also registered hereunder such indeterminate number of additional shares
      as may become issuable under the Plan as a result of the antidilution
      provisions contained therein.

(2)   The registration fee has been computed in accordance with Rule 457(h).
================================================================================

<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration Statement on
Form S-8 (the "Registration Statement") is included in the description of the
Associated Materials Incorporated Employee Stock Purchase Plan ("Plan") to be
delivered to persons eligible to participate in the Plan.  Pursuant to the Note
to Part I of Form S-8, this information is not being filed with or included in
this Registration Statement.





                                      I-1
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Associated Materials Incorporated
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1997; (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; (iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and (iv) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A/A, filed by the Company with the
Commission.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering made hereby, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of the filing of such reports.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable (securities to be offered are registered under Section
12 of the Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of Incorporation (the "Certificate") of the
Company provides that to the full extent permitted by the General Corporation
Law of the State of Delaware ("DGCL") or any other applicable laws as presently
or hereafter in effect, no director of the Company shall be personally liable
to the Company or its stockholders for or with respect to any acts or omissions
in the performance of his or her duties as a director of the Company.  The DGCL
would not permit limitation of liability of any such director (i) for breach of
such 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) in respect of certain unlawful dividend
payments or stock redemptions or repurchases or (iv) for any transaction for
which such person derived an improper personal benefit.  The Certificate and
the Company's Restated Bylaws ("Bylaws") provide that each person who is or was
a director or officer of the Company, or each such person who is or was serving
at the request of the Board of Directors or an officer of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors and
administrators of such person), shall be indemnified by the Company to the full
extent permitted by the DGCL or any other applicable laws as presently or
hereafter in effect.





                                      II-1
<PAGE>   4
         The Company has entered into certain agreements (the "Indemnification
Agreements") with each of its directors and executive officers (each an
"Indemnitee") designed to give effect to the foregoing provisions of the
Certificate and Bylaws.  The Indemnification Agreements are intended to provide
certain additional assurances against the possibility of uninsured liability
primarily because the Indemnification Agreements (i) specify the extent to
which the Indemnitees shall be entitled to receive benefits not expressly set
forth in the DGCL and (ii) include a number of procedural provisions designed
to provide certainty in administration of the rights to indemnity.  Pursuant to
the Indemnification Agreements, among other things, an Indemnitee will be
entitled to indemnification as provided by the DGCL and, in general, subject to
limitations (if any) imposed by applicable law, to indemnification for any
amount which the Indemnitee is or becomes legally obligated to pay relating to
failure to act or neglect or breach of duty, including any actual or alleged
error, misstatement or misleading statement, which such person commits,
suffers, permits or acquiesces in while acting in the Indemnitee's position
with the Company.  The right to receive payments in excess of those expressly
provided for in the DGCL is not required under the Indemnification Agreements
in connection with any claim against the Indemnitee (i) for which payment is
actually made to the Indemnitee under a valid and collectible insurance policy,
(ii) which results in a final, nonappealable order for the Indemnitee to pay a
fine or similar governmental imposition which the Company is prohibited by
applicable law from paying, or (iii) based upon or attributable to the
Indemnitee gaining in fact a personal profit to which he was not legally
entitled, including without limitation profits made from the purchase and sale
by the Indemnitee of equity securities of the Company which are not recoverable
by the Company pursuant to Section 16(b) of the Exchange Act and profits
arising from transactions in publicly traded securities of the Company which
were effected by the Indemnitee in violation of Section 10(b) of the Exchange
Act or Rule 10b-5 promulgated thereunder.

         The Company has purchased and maintains insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against him and incurred by him in any such capacity, subject to
certain exclusions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4.1    Restated Certificate of Incorporation, as amended, of 
                 Associated Materials Incorporated (the "Company")

          4.2    Restated Bylaws of the Company (incorporated by referenced to
                 Exhibit 3.2 to the Company's Registration Statement on 
                 Form S-1, Commission File No. 33-84110)

          5.1    Opinion of Jones, Day, Reavis & Pogue

         23.1    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

         23.2    Consent of Ernst & Young LLP

         24.1    Powers of Attorney





                                      II-2
<PAGE>   5
ITEM 9.  UNDERTAKINGS

         A. The Company hereby undertakes:

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

                (i)   To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933, as amended (the "Securities Act"),
            unless the information required to be included in such
            post-effective amendment is contained in periodic reports filed by
            the Company pursuant to Section 13 or 15(d) of the Exchange Act and
            incorporated herein by reference.

                (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, unless the information
            required to be included in such post-effective amendment is
            contained in periodic reports filed by the Company pursuant to
            Section 13 or 15(d) of the Exchange Act and incorporated herein by
            reference.  Notwithstanding the foregoing, any increase or decrease
            in volume of securities offered (if the total dollar value of
            securities offered would not exceed that which was registered) and
            any deviation from the low or high and of the estimated maximum
            offering range may be reflected in the form of prospectus filed
            with the Commission pursuant to Rule 424(b) if, in the aggregate,
            the changes in volume and price represent no more than a 20% change
            in the maximum aggregate offering price set forth in the
            "Calculation of Registration Fee" table in the effective
            Registration Statement; and

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

         provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Company pursuant to Section
         13 or Section 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement;

            (2) That, for the purpose of determining any liability under the
         Securities Act, 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; and

            (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.





                                      II-3
<PAGE>   6
         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on September 15, 1998.

                                     
                                   ASSOCIATED MATERIALS INCORPORATED
       
       
                                   By: /s/ ROBERT L. WINSPEAR
                                      -------------------------------
                                           Robert L. Winspear
                                      Vice President and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 15, 1998. 

<TABLE>
<CAPTION>

            Signatures                                                  Title
            ----------                                                  -----
<S>                                                     <C>        

        WILLIAM W. WINSPEAR*                            Chairman of the Board, President and Chief
 ---------------------------------                                    Executive Officer      
        William W. Winspear                                     (Principal Executive Officer)
                                                                                             

       /s/ ROBERT L. WINSPEAR                             Vice President, Chief Financial Officer,
 ---------------------------------                                Treasurer and Secretary           
         Robert L. Winspear                             (Principal Financial and Accounting Officer)
                                                                                                    

        RICHARD I. GALLAND*                                               Director
 ---------------------------------                                                
         Richard I. Galland


           JOHN T. GRAY*                                                  Director
 ---------------------------------                                                
         John T. Gray


         DONALD L. KAUFMAN*                                               Director
 ---------------------------------                                                
         Donald L. Kaufman


          JAMES F. LEARY*                                                 Director
 ---------------------------------                                                
           James F. Leary

          ALAN B. LERNER*                                                 Director
 ---------------------------------                                                
           Alan B. Lerner


            A.A. MEITZ*                                                   Director
 ---------------------------------                                                
             A.A. Meitz
</TABLE>

*   Robert L. Winspear, by signing his name hereto, does sign and execute this
    Registration Statement pursuant to the Powers of Attorney executed on
    behalf of the above-named officers and directors and filed herewith.




                                        /s/ ROBERT L. WINSPEAR
                                   ---------------------------------------------
                                            Robert L. Winspear
                                             Attorney-in-Fact

                           





                                      II-5
<PAGE>   8
                               INDEX TO EXHIBITS


<TABLE>
<S>                       <C>
Exhibit No.               Exhibit
-----------               -------

   4.1                    Restated Certificate of Incorporation, as amended, of the Company

   4.2                    Restated Bylaws of the Company (incorporated by referenced to Exhibit 3.2 to the Company's
                          Registration Statement on Form S-1, Commission File No. 33-84110)

   5.1                    Opinion of Jones, Day, Reavis & Pogue

  23.1                    Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)

  23.2                    Consent of Ernst & Young LLP

  24.1                    Powers of Attorney
</TABLE>