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

                                    FORM 8-K

                                 CURRENT REPORT
                      Pursuant to Sections 13 and 15(d) of
                       the Securities Exchange Act of 1934

                                  May 10, 2004
                Date of Report (Date of earliest event reported)

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

                                                              75-1872487
        Delaware                    0-24956                  (IRS Employer
(State of Incorporation)     (Commission File Number)     Identification No.)


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

                                 (800) 257-4335
              (Registrant's Telephone Number, Including Area Code)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibit:




Exhibit
Number            Description
------            -----------
               
The following exhibit is not filed but is furnished as described below.

99.1              Pro Forma Consolidated Financial Statements of Associated
                  Materials Incorporated for the twelve months ended April 3,
                  2004


ITEM 9. REGULATION FD DISCLOSURE

         Set forth in Exhibit 99.1 attached hereto are results for the twelve
months ended April 3, 2004 on a pro forma basis, which gives effect to the
acquisition of Gentek Holdings, Inc. In accordance with General Instruction B.2
of Form 8-K, the following information shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended. Additionally, the submission of this report on Form 8-K is not
an admission as to the materiality of any information in this report that is
required to be disclosed solely by Regulation FD.

                                   SIGNATURES

         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:  May 10, 2004                       By:  /s/ D. Keith LaVanway
                                               ---------------------------------
                                               D. Keith LaVanway
                                               Vice President-Chief Financial
                                               Officer, Treasurer and Secretary



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