1


                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints William W. Winspear, Robert L. Winspear and James E.
O'Bannon, and any of them, the true and lawful attorney or attorneys-in-fact,
with full power of substitution and resubstitution, to sign on behalf of
Associated Materials Incorporated, a Delaware corporation (the "Company"), and
on behalf of the undersigned in my capacity as an officer and/or a director of
the Company, one or more Registration Statements on Form S-8 or any other
appropriate form (the "Registration Statement"), under the Securities Act of
1933, as amended, with respect to the Common Stock, par value $.0025 per share,
of the Company issuable pursuant to the Associated Materials Incorporated
Amended and Restated 1994 Stock Incentive Plan and to sign any or all amendments
and any or all post-effective amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney or attorneys-in-fact, and any of them with or without the others, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned may or could in person,
hereby ratifying and confirming all that said attorney or attorneys-in-fact or
any of them or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, I have executed this Power of Attorney effective as
of May 24, 2001.


/s/ William W. Winspear                   /s/ James F. Leary
------------------------------            ------------------------------------
William W. Winspear                       James F. Leary


/s/ Michael Caporale, Jr.                 /s/ Alan B. Lerner
------------------------------            ------------------------------------
Michael Caporale, Jr.                     Alan B. Lerner


/s/ Richard I. Galland                    /s/ A.A. Meitz
------------------------------            ------------------------------------
Richard I. Galland                        A.A. Meitz


/s/ John T. Gray                          /s/ Robert L. Winspear
------------------------------            ------------------------------------
John T. Gray                              Robert L. Winspear