<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
                AMENDED AND RESTATED 1994 STOCK INCENTIVE 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

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

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                             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  . . . . .        737,600            $8.18          $6,035,184           $1,781
----------------------------------------------------------------------------------------------------------------------------
(1)   Represents shares issuable in connection with the exercise of options previously granted under the Associated
      Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (the "Plan") and shares issuable in
      connection with the exercise of options available for grant under the Plan.  Pursuant to Rule 416, there are also
      registered hereunder such indeterminate number of additional shares as may become subject to awards 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).  Pursuant to Rule 457(h)(3), the
      registration fee has been calculated on the basis of a single fee with respect to shares issuable in connection
      with the exercise of options previously granted under the Plan and shares issuable in connection with the exercise
      of options available for grant under the Plan.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================
<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 Amended and Restated 1994 Stock Incentive
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)
Company's Annual Report on Form 10-K for the year ended December 31, 1997;STF
(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")
                 (incorporated by reference to Exhibit 4.1 to the Company's
                 Registration Statement on Form S-8, Commission File No.
                 333-63435)

          4.2    Restated Bylaws of the Company (incorporated by reference 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

         99.1    Associated Materials Incorporated Amended and Restated 1994
                 Stock Incentive Plan (incorporated  by reference to Exhibit
                 10.1 to the Company's Quarterly Report on Form 10-Q for the
                 period ended June 30, 1997)





                                      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.

          Signatures                                    Title
          ----------                                    -----


     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                

*   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>
<CAPTION>
Exhibit No.               Exhibit
-----------               -------
<S>                       <C>
   4.1                    Restated Certificate of Incorporation, as amended, of Associated Materials Incorporated
                          (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8,
                          Commission File No. 333-63435)

   4.2                    Restated Bylaws of the Company (incorporated by reference 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

  99.1                    Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan (incorporated
                          by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period
                          ended June 30, 1997)
</TABLE>