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



                                February 1, 2006
                Date of Report (Date of earliest event reported)

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

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 5.02(b).  Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

     On February 3, 2006, Associated Materials Incorporated (the "Company")
issued a press release announcing the resignation of its Chairman, President and
Chief Executive Officer, Michael Caporale, by mutual agreement with the
Company's Board of Directors. Mr. Caporale will remain with the Company until
his successor is named and his responsibilities transitioned. In addition, he
will remain on the Company's Board of Directors as non-executive chairman. The
precise terms and conditions of his departure have not yet been finalized. The
material terms of any separation agreement will be described in a separate
Current Report on Form 8-K and such agreement will be filed as an exhibit
thereto when the terms become final.

     This press release is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.

 Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number      Description of Document
- --------------      -----------------------

99.1                Press Release of Associated Materials Incorporated, dated
                    February 3, 2006

                                    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:  February 3, 2006                       By: /s/ D. Keith LaVanway
                                                 -------------------------------
                                                      D. Keith LaVanway
                                                      Vice President - Finance,
                                                      Chief Financial Officer,
                                                      Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.    Exhibit
- -----------    -------

99.1           Press Release of Associated Materials Incorporated, dated
               February 3, 2006

EX-99.1

                                                                    Exhibit 99.1

                                  NEWS RELEASE

  ASSOCIATED MATERIALS INCORPORATED ANNOUNCES CHIEF EXECUTIVE OFFICER TO LEAVE
                      COMPANY UPON TRANSITION TO SUCCESSOR

CUYAHOGA FALLS, Ohio, February 3 -- Associated Materials Incorporated ("AMI" or
the "Company") announced today that Michael Caporale has resigned as AMI's
Chairman, President and Chief Executive Officer by mutual agreement with the
Company's Board of Directors. Mr. Caporale will remain with the Company until
his successor is named and his responsibilities transitioned. In addition, he
will remain on the Company's Board of Directors as non-executive chairman. AMI's
Board has retained an executive search firm to help identify highly qualified
candidates to lead the Company on a permanent basis.

In a joint statement, Chris Stadler of Investcorp and Ira Kleinman of Harvest
Partners said, "We appreciate the many contributions that Mike has made over the
years with AMI and we wish him well in his future endeavors."

Messrs. Stadler and Kleinman continued, "We are excited about our continued
partnership with Associated Materials and its management team and believe very
strongly in the Company's future. We thank our loyal customers and employees for
contributing to the success of the Company over the past several years and look
forward to continuing to work with them to grow the business in the future."

Associated Materials Incorporated is a leading manufacturer of exterior
residential building products, which are distributed through company-owned
distribution centers and independent distributors across North America. AMI
produces a broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl fencing, decking and
railing. AMI is a privately held, wholly-owned subsidiary of Associated
Materials Holdings Inc., a wholly-owned subsidiary of AMH Holdings, Inc.
("AMH"), a wholly-owned subsidiary of AMH Holdings II, Inc., which is controlled
by affiliates of Investcorp S.A. and Harvest Partners, Inc. For more
information, please visit the Company's website at
http://www.associatedmaterials.com.

Founded in 1982, Investcorp is a global investment group with offices in New
York, London and Bahrain. The firm has four lines of business: corporate
investment, real estate investment, asset management and technology investment.
It has completed transactions with a total acquisition value of more than $28
billion. For more information on Investcorp please visit its website at
http://www.investcorp.com.

Harvest Partners is a private equity investment firm with a long track record of
building value in businesses and generating attractive returns on investment.
Founded in 1981, Harvest Partners has approximately $1 billion of invested
capital under management. For more information on Harvest Partners please visit
its website at http://www.harvpart.com.

     This press release contains certain forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995)
relating to AMI and AMH that are based on the beliefs of AMI's and 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. These
statements are subject to certain risks and uncertainties. Such statements
reflect the current views of AMI's and AMH's management. The following factors,
and others which are discussed in AMI's and AMH's filings with the Securities
and Exchange Commission, are among those that may cause actual results to differ
materially from the forward-looking statements: changes in the home building
industry, general economic conditions, interest rates, foreign currency exchange
rates, changes in the availability of consumer credit, employment trends, levels
of consumer confidence, consumer preferences, changes in raw material costs and
availability, market acceptance of price increases, changes in national and
regional trends in new housing starts, changes in weather conditions, the
Company's ability to comply with certain financial covenants in loan documents
governing its indebtedness, increases in levels of competition within its
market, availability of alternative building products, increases in its level of
indebtedness, increases in costs of environmental compliance, increase in
capital expenditure requirements, potential conflict between Alside and Gentek
distribution channels, and shifts in market demand. 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. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

For further information, contact:

D. Keith LaVanway
Chief Financial Officer
(330) 922-2004

Cyndi Sobe
Vice President, Finance
(330) 922-7743