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, the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, and to sign any or all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended, and the regulations promulgated thereunder, 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 February 22, 2002.

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

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

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

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