8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



                                 March 4, 2004
                Date of Report (Date of earliest event reported)

                       ASSOCIATED MATERIALS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

                                                                 75-1872487
           Delaware                      000-24956              (IRS Employer
(State or Other Jurisdiction of   (Commission File Number)   Identification No.)
        Incorporation)


                                 3773 State Road
                           Cuyahoga Falls, Ohio 44223
                    (Address of Principal Executive Offices)

                                 (330) 929-1811
              (Registrant's Telephone Number, Including Area Code)




Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

        On March 4, 2004, AMH Holdings, Inc., which is the indirect parent
company of Associated Materials Incorporated, issued a press release announcing
the completion of the offering of $446 million aggregate principal amount at
maturity of its 11 1/4% senior discount notes due 2014, resulting in gross
proceeds of approximately $258 million.

        The notes were offered in the United States only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and outside the United States pursuant to
Regulation S under the Securities Act. The notes have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration under, or an applicable exemption from the registration
requirements of, the Securities Act.

        A copy of the press release is attached as Exhibit 99.1 hereto.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

Exhibit
Number       Description of Document
- -------      -----------------------
99.1         Press Release dated March 4, 2004, issued by AMH Holdings, Inc.



                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          ASSOCIATED MATERIALS INCORPORATED


Date:  March 4, 2004                      By:   /s/ D. Keith LaVanway
                                              ----------------------------------
                                                D. Keith LaVanway
                                                Vice President, Chief Financial
                                                Officer, Treasurer and Secretary

EX-99.1

         AMH Holdings, Inc. Completes Offering of Senior Discount Notes

CUYAHOGA FALLS, Ohio, March 4, 2004 - AMH Holdings, Inc. ("AMH"), which is the
indirect parent company of Associated Materials Incorporated, announced today
that it has completed the offering of $446 million aggregate principal amount at
maturity of its 11 1/4% senior discount notes due 2014, resulting in gross
proceeds of approximately $258 million. The notes were sold at 57.907% of
principal amount at maturity.

Interest will accrue on the notes on a non-cash basis in the form of an increase
in the accreted value of the notes prior to March 1, 2009. Thereafter, cash
interest will accrue and be payable semi-annually in arrears on March 1 and
September 1 of each year, commencing on September 1, 2009 at a rate of 11 1/4%
per annum.

Net proceeds from the offering will be used to redeem all of AMH's preferred
stock, including accrued dividends, pay a dividend to AMH's common stockholders
and pay a bonus to certain members of senior management.

The notes will rank equally with AMH's unsecured senior indebtedness and will be
structurally subordinated to all indebtedness and obligations of AMH's
subsidiaries, including Associated Materials Incorporated.

The notes were offered in the United States only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and outside the United States pursuant to Regulation S under
the Securities Act. The notes have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration under,
or an applicable exemption from the registration requirements of, the Securities
Act.

This press release does not constitute an offer to sell nor a solicitation of
any offer to buy any security, nor shall there be any offer, solicitation or
sale of any notes in any jurisdiction in which such offering would be unlawful.

Forward-Looking Statements

This press release contains certain forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) relating to AMH
that are based on the beliefs of AMH's management. When used in this press
release, the words "may," "will," "should," "expect," "intend," "estimate,"
"anticipate," "believe," "predict," "potential" or "continue" or similar
expressions identify forward-looking statements. Such statements reflect the
current views of AMH's management with respect to its operations and results of
operations regarding the home building industry, economy, interest rate,
availability of consumer credit, employment trends, levels of consumer
confidence and consumer preferences, raw materials costs and availability,
national and regional trends in new housing starts, weather conditions, its
ability to comply with certain financial covenants in loan documents governing
its indebtedness, level of competition within its market, availability of
alternative building products, its level of indebtedness, costs of environmental
compliance, potential conflict between existing Alside and new Gentek
distribution channels, achievement of anticipated synergies and operational



efficiencies from the acquisition of Gentek Holdings, Inc., shifts in market
demand, and general economic conditions. These statements are subject to certain
risks and uncertainties. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions or estimates prove incorrect,
actual results may vary materially from those described herein as expected,
intended, estimated, anticipated, believed or predicted.



                                      -2-