SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------

                                    F0RM 10-Q

(Mark One)

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended JUNE 30, 1997

                                       or

   [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from _________________ to _________________.

                        Commission file number: 033-64788

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

             DELAWARE                                 75-1872487
   (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
 of Incorporation of Organization)

  2200 ROSS AVENUE, SUITE 4100 EAST, DALLAS, TEXAS            75201
     (Address of Principal Executive Offices)               (Zip Code)

Registrant's Telephone Number, Including Area Code   (214) 220-4600
                                                     --------------

                                 NOT APPLICABLE
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

      Indicate by check U whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [_]

                       Shares of Common Stock, $.0025 par
                value outstanding at August 13, 1997: 4,916,400

                   Shares of Class B Common Stock, $.0025 par
                value outstanding at August 13, 1997: 2,700,000

                        ASSOCIATED MATERIALS INCORPORATED
                                    FORM 10-Q
               FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1997

                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements
      Balance Sheets.................................................        1
          June 30, 1997 (Unaudited) and December 31, 1996

      Statements of Operations (Unaudited)...........................        2
          Quarter and six months ended June 30, 1997 and 1996

      Statements of Cash Flows (Unaudited)...........................        3
          Six months ended June 30, 1997 and 1996

      Notes to Financial Statements (Unaudited)......................        4

  Item 2.  Management's Discussion and Analysis of Results of Operations
          and Financial Condition....................................        6

PART II.  OTHER INFORMATION

  Item 4.  Submission of Matters to a Vote of Security Holders.......       10
  Item 6.  Exhibits and Reports on Form 8-K..........................       10

SIGNATURES...........................................................       11

Part I.  Financial Information
Item 1.  Financial Statements

                        ASSOCIATED MATERIALS INCORPORATED
                                 BALANCE SHEETS
                        (In Thousands, Except Share Data)

                                                        June 30,    December 31,
                                                          1997          1996
                                                       ----------    ----------
                                                      (Unaudited)
ASSETS
Current assets:
    Cash ...........................................   $    2,856    $    2,384
    Accounts receivable, net .......................       54,699        47,208
    Inventories ....................................       62,672        58,357
    Income taxes receivable ........................         --             587
    Other current assets ...........................        3,688         3,025
                                                       ----------    ----------
Total current assets ...............................      123,915       111,561
Property, plant and equipment, net .................       53,338        51,649
Investment in Amercord Inc. ........................       11,425        11,320
Other assets .......................................        2,648         3,179
                                                       ----------    ----------
Total assets .......................................   $  191,326    $  177,709
                                                       ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Bank overdrafts ................................   $    5,863    $    4,853
    Accounts payable ...............................       25,431        17,114
    Accrued liabilities ............................       24,061        22,965
    Revolving line of credit .......................       11,255        13,058
    Income taxes payable ...........................        2,426          --
    Current portion of long-term debt ..............        1,750         1,750
                                                       ----------    ----------
Total current liabilities ..........................       70,786        59,740
Deferred income taxes ..............................        1,421         1,884
Other liabilities ..................................        3,272         3,489
Long-term debt .....................................       79,500        80,350
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.01 par value:
      Authorized shares - 100,000 at June 30,
         1997 and December 31, 1996
      Issued and outstanding shares - 0 at June
         30, 1997 and December 31, 1996 ............         --            --
    Common stock, $.0025 par value:
      Authorized shares - 15,000,000
      Issued and outstanding shares - 4,914,400
        at June 30, 1997 and 4,893,504 at
        December 31, 1996 ..........................           12            12
    Common stock, Class B, $.0025 par value:
      Authorized, issued and outstanding shares -
        2,700,000 at June 30, 1997 and
        December 31, 1996 ..........................            7             7
    Less:  Treasury stock, at cost - 20,896
      shares at June 30, 1997 and 0 at
      December 31, 1996 ............................         (204)         --
    Capital in excess of par .......................          306           185
    Retained earnings ..............................       36,226        32,042
                                                       ----------    ----------
    Total stockholders' equity .....................       36,347        32,246
                                                       ----------    ----------

Total liabilities and stockholders' equity .........   $  191,326    $  177,709
                                                       ==========    ==========

                             See accompanying notes.

                                      -1-

                        ASSOCIATED MATERIALS INCORPORATED
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In Thousands, Except Per Share Data)



                                                 Quarter Ended June 30,  Six Months Ended June 30,
                                                -----------------------   -----------------------
                                                   1997         1996         1997         1996
                                                ----------   ----------   ----------   ----------
                                                                                  
Net sales ...................................   $  107,676   $   95,933   $  186,792   $  161,359
Cost of sales ...............................       74,694       67,253      133,795      118,124
                                                ----------   ----------   ----------   ----------
                                                    32,982       28,680       52,997       43,235
Selling, general and administrative expense .       20,827       19,670       40,129       37,447
                                                ----------   ----------   ----------   ----------
Income from operations ......................       12,155        9,010       12,868        5,788
Interest expense ............................        2,640        2,768        5,273        5,546
                                                ----------   ----------   ----------   ----------
                                                     9,515        6,242        7,595          242
Equity in earnings of Amercord Inc. .........          105          881          107        1,035
                                                ----------   ----------   ----------   ----------
Income before income tax expense ............        9,620        7,123        7,702        1,277
Income tax expense ..........................        3,927        2,552        3,139          179
                                                ----------   ----------   ----------   ----------
Net income ..................................   $    5,693   $    4,571        4,563        1,098
                                                ==========   ==========   ==========   ==========

Earnings per common share ...................   $     0.73   $     0.59   $     0.59         0.14
                                                ==========   ==========   ==========   ==========

Weighted average common and common
  equivalent shares outstanding .............        7,785        7,716        7,785        7,716
                                                ==========   ==========   ==========   ==========


                             See accompanying notes.

                                      -2-

                        ASSOCIATED MATERIALS INCORPORATED
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)

                                                            Six Months Ended
                                                                June 30,
                                                          --------------------
                                                            1997        1996
                                                          --------    --------
OPERATING ACTIVITIES
Net income ............................................   $  4,563    $  1,098
Adjustments to reconcile net loss to net cash used by
  operating activities:
     Depreciation and amortization ....................      3,131       2,895
     Deferred income taxes ............................       (463)        149
     Equity in earnings of Amercord Inc. ..............       (107)     (1,035)
     Changes in operating assets and liabilities:
        Accounts receivable, net ......................     (7,491)     (5,418)
        Inventories ...................................     (4,315)     (2,916)
        Income taxes receivable/payable ...............      3,071        (216)
        Bank overdrafts ...............................      1,010       1,291
        Accounts payable and accrued liabilities ......      9,413      11,101
        Other assets and liabilities ..................       (553)       (736)
                                                          --------    --------
Net cash provided by operating activities .............      8,259       6,213

INVESTING ACTIVITIES
Additions to property, plant and equipment, net .......     (4,609)     (5,296)

FINANCING ACTIVITIES
Net increase (decrease) in revolving line of credit ...     (1,803)      1,038
Principal payments of long-term debt ..................       (850)       (850)
Dividends paid ........................................       (379)       --
Treasury stock acquired ...............................       (204)       --
Options exercised .....................................         58        --
                                                          --------    --------
Net cash provided by (used in) financing activities ...     (3,178)        188
                                                          --------    --------

Net increase in cash ..................................        472       1,105
Cash at beginning of period ...........................      2,384       2,279
                                                          --------    --------
Cash at end of period .................................   $  2,856    $  3,384
                                                          ========    ========

Supplemental information:
Cash paid for interest ................................   $  5,262    $  5,545
                                                          ========    ========
Net cash paid for income taxes ........................   $  1,050    $    243
                                                          ========    ========

                             See accompanying notes.

                                      -3-

                        ASSOCIATED MATERIALS INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1997
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The unaudited financial statements of Associated Materials Incorporated (the
"Company") for the quarter and six months ended June 30, 1997 have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 filed with the
Securities and Exchange Commission. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been included.
The results of operations for any interim period are not necessarily indicative
of the results of operations for a full year.

NOTE 2 - INVENTORIES

Inventories are valued at the lower of cost (first in, first out) or market.
Inventories consist of the following (in thousands):

                                                   June 30,   December 31,
                                                     1997         1996
                                                   --------     --------
          Raw materials ........................   $ 15,546     $ 14,903
          Work in process ......................      5,953        5,276
          Finished goods and purchased stock ...     41,173       38,178
                                                   --------     --------
                                                   $ 62,672     $ 58,357
                                                   ========     ========
                                                            

NOTE 3 - INVESTMENT IN AMERCORD INC. ("AMERCORD")

The Company's investment in Amercord, a 50% owned affiliate, is accounted for
using the equity method. Condensed statements of operations for Amercord are
presented below (in thousands):



                                            Quarter Ended        Six Months Ended
                                               June 30,              June 30,
                                         -------------------   -------------------
                                           1997       1996       1997       1996
                                         --------   --------   --------   --------
                                                                   
Net sales ............................   $ 18,566   $ 21,956   $ 40,182   $ 43,941
Costs and expenses ...................     17,861     20,616     39,049     41,638
                                         --------   --------   --------   --------
Income from operations ...............        705      1,340      1,133      2,303
Interest expense .....................        376        441        799        915
Income tax expense ...................        120        333        120        514
                                         --------   --------   --------   --------
Net income before cumulative effect
   of a change in accounting principle        209        566        214        874
Cumulative effect of a change in
   accounting principle (net of tax) .       --        1,196       --        1,196
                                         --------   --------   --------   --------

Net income ...........................   $    209   $  1,762   $    214   $  2,070
                                         ========   ========   ========   ========

Company's share of net income ........   $    105   $    881   $    107   $  1,035
                                         ========   ========   ========   ========


                                      -4-

NOTE 4 - EARNINGS PER COMMON SHARE

Earnings per common share computations are determined using the treasury stock
method based on weighted average common and common equivalent shares outstanding
during the periods presented. Fully diluted earnings per common share are not
significantly different than primary earnings per common share.

NOTE 5 - RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform with current
period presentation.

NOTE 6 - ACCOUNTING CHANGES

In February 1997 the Financial Accounting Standards board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128") which
specified a new methodology for calculating earnings per share and is effective
for fiscal years ending after December 15, 1997. This statement will have no
effect on the financial position, results of operations or cash flows of the
Company but will require a restatement of prior period earnings per share. The
Company believes that the earnings per share calculated under SFAS 128 will not
be materially different than the current method used.

In addition, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" and
Statement of Financial Accounting Standards No. 131, "Disclosures About Segments
of an Enterprise and Related Information" which are effective for financial
statement periods beginning after December 15, 1997. The Company believes that
these statements will have no effect on the Company's financial position,
results of operations or cash flows.

                                      -5-

Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30, 1996

The table below sets forth for the periods indicated certain items of the
Company's financial statements by segment:



                                                     Quarter Ended June 30,
                                  -------------------------------------------------------------
                                              1997                            1996
                                  ----------------------------    -----------------------------
                                                Percentage of                    Percentage of
                                    Amount     Total Net Sales      Amount      Total Net Sales
                                  ----------   ---------------    ----------    ---------------
                                                                               
Total Company:
  Net sales - Alside ..........   $   94,165              87.5%   $   85,403               89.0%
  Net sales - AmerCable .......       13,511              12.5        10,530               11.0
                                  ----------   ---------------    ----------    ---------------
   Total net sales ............      107,676             100.0        95,933              100.0
  Gross profit ................       32,982              30.6        28,680               29.9
  Selling, general and
   administrative expense (1) .       20,827              19.3        19,670               20.5
                                  ----------   ---------------    ----------    ---------------
  Income from operations ......   $   12,155              11.3%   $    9,010                9.4%
                                  ==========   ===============    ==========    ===============

Alside:
  Net sales ...................   $   94,165             100.0%   $   85,403              100.0%
  Gross profit ................       30,835              32.7        28,503               33.4
  Selling, general and
   administrative expense .....       19,058              20.2        18,021               21.1
                                  ----------   ---------------    ----------    ---------------
  Income from operations ......   $   11,777              12.5%   $   10,482               12.3%
                                  ==========   ===============    ==========    ===============

AmerCable:
  Net sales ...................   $   13,511             100.0%   $   10,530              100.0%
  Gross profit ................        2,147              15.9           177                1.7
  Selling, general and
   administrative expense .....        1,123               8.3         1,047                9.9
                                  ----------   ---------------    ----------    ---------------
  Income (loss) from operations   $    1,024               7.6%   $     (870)              (8.2)%
                                  ==========   ===============    ==========    ===============


(1)  Consolidated selling, general and administrative expenses include corporate
     expenses of $646,000 and $602,000 for the quarters ended June 30, 1997 and
     1996, respectively.

OVERVIEW

The Company's net income increased 24.5% to $5.7 million for the quarter ended
June 30, 1997 as compared to the 1996 period due to higher operating income at
its Alside and AmerCable divisions. Income from operations increased 34.9% or
$3.1 million to $12.2 million for the quarter ended June 30, 1997 as compared to
$9.0 million for the 1996 period due primarily to higher sales volume at Alside
and AmerCable as well as lower production costs at its AmerCable division. Net
sales increased 12.2% to $107.7 million in the second quarter of 1997 as
compared to the 1996 period due to higher sales volume.

      ALSIDE. Alside's income from operations was $11.8 million for the quarter
ended June 30, 1997, an increase of 12.4% from $10.5 million for same period
1996. The increase in income from operations was due to increased sales volume
across the majority of Alside's product lines. Alside's net sales increased $8.8
million or 10.3% to $94.2 million for the quarter ended June 30, 1997 as
compared to the same period 1996 as unit sales of vinyl siding and vinyl windows
increased 10.9% and 18.6%, respectively. Gross profit as a percentage of net
sales decreased slightly to 32.7% in the 1997 period from 33.4% in the 1996
period due to higher raw material prices (principally vinyl resin). Selling,
general and administrative expense increased 5.8% to $19.1 million for the
quarter ended June 30, 1997 due 

                                      -6-

to higher advertising expenditures and higher salaries and wages resulting from
additional sales personnel and increased incentive compensation. Selling,
general and administrative expense decreased as a percentage of net sales.

      AMERCABLE. AmerCable's income from operations increased $1.9 million to
$1.0 million for the quarter ended June 30, 1997 as compared to a loss from
operations of $870,000 for the same period in 1996 due primarily to increased
sales volume and lower production costs. Net sales increased $3.0 million or
28.3% for the quarter ended June 30, 1997 as compared to 1996 due to increased
sales volume across all major product lines. Gross profit as a percentage of net
sales increased to 15.9% for the quarter ended June 30, 1997 from 1.7% for the
same period in 1996 due to improved labor productivity and material
efficiencies. Selling, general and administrative expense increased to $1.1
million for the quarter ended June 30, 1997 due primarily to higher incentive
compensation. Selling, general and administrative expense decreased as a
percentage of net sales.

      OTHER. The Company recorded $105,000 in equity in the after tax earnings
of Amercord for the quarter ended June 30, 1997 as compared with $881,000 for
the same period in 1996. The Company's share of second quarter 1996 after tax
income was $283,000 exclusive of the Company's share of the cumulative change in
accounting principle of $598,000. Amercord's net sales decreased 15.4% to $18.6
million in the quarter ended June 30, 1997 as compared to the 1996 period due to
lower sales volume and lower average unit selling prices. Gross profit decreased
from $2.1 million for the quarter ended June 30, 1996 to $1.7 million for the
same period in 1997 due primarily to lower sales volume and sales prices which
were only partially offset by lower manufacturing costs achieved through
increased production efficiencies. Selling, general and administrative expense
increased from $734,000 for the quarter ended June 30, 1996 to $967,000 for the
same period in 1997. The Company expects Amercord's average selling prices to
further decline during 1997 which may adversely affect Amercord's results of
operations.

      Net interest expense decreased $128,000 or 4.6% in the quarter ended June
30, 1997 compared with the same period in 1996 primarily due to lower borrowing
requirements experienced on the Company's line of credit in the 1997 period.

                                      -7-

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996.

The table below sets forth for the periods indicated certain items of the
Company's financial statements by segments.



                                                      Six Months Ended June 30,
                                  -------------------------------------------------------------
                                              1997                            1996
                                  ----------------------------    -----------------------------
                                                Percentage of                    Percentage of
                                    Amount     Total Net Sales      Amount      Total Net Sales
                                  ----------   ---------------    ----------    ---------------
                                                                               
Total Company:
  Net sales - Alside ..........   $  158,992              85.1%   $  140,516               87.1%
  Net sales - AmerCable .......       27,800              14.9        20,843               12.9
                                  ----------   ---------------    ----------    ---------------
   Total net sales ............      186,792             100.0       161,359              100.0
  Gross profit ................       52,997              28.4        43,235               26.8
  Selling, general and
   administrative expense (1) .       40,129              21.5        37,447               23.2
                                  ----------   ---------------    ----------    ---------------
  Income from operations ......   $   12,868               6.9%   $    5,788                3.6%
                                  ==========   ===============    ==========    ===============

Alside:
  Net sales ...................   $  158,992             100.0%   $  140,516              100.0%
  Gross profit ................       48,711              30.6        43,275               30.8
  Selling, general and
   administrative expense .....       36,803              23.1        34,469               24.5
                                  ----------   ---------------    ----------    ---------------
  Income from operations ......   $   11,908               7.5%   $    8,806                6.3%
                                  ==========   ===============    ==========    ===============

AmerCable:
  Net sales ...................   $   27,800             100.0%   $   20,843              100.0%
  Gross profit (loss) .........        4,286              15.4           (40)              (0.2)
  Selling, general and
   administrative expense .....        2,169               7.8         1,858                8.9
                                  ----------   ---------------    ----------    ---------------
  Income (loss) from operations   $    2,117               7.6%   $   (1,898)              (9.1)%
                                  ==========   ===============    ==========    ===============


(1)   Consolidated selling, general and administrative expenses include
      corporate expenses of $1,157,000 and $1,120,000 for the six month periods
      ended June 30, 1997 and 1996, respectively.

OVERVIEW

The Company's net income increased 315.6% to $4.6 million for the six months
ended June 30, 1997 as compared to the 1996 period primarily due to higher
operating income at both its Alside and its AmerCable divisions. The increased
operating income was due to higher sales volume at Alside and AmerCable as well
as substantial production efficiency gains at AmerCable. The Company's net sales
increased 15.8% to $186.8 million due to net sales increases of 13.1% and 33.4%
for Alside and AmerCable, respectively.

      ALSIDE. Alside's income from operations increased 35.2% or $3.1 million to
$11.9 million for the six months ended June 30, 1997 as compared to $8.8 million
for the same period in 1996. The increase in income from operations was due to
increased sales volume across the majority of Alside's product lines. Alside's
net sales increased $18.5 million or 13.1% for the six months ended June 30,
1997 as compared to the same period in 1996 due primarily to increased unit
sales of vinyl siding and vinyl windows of 15.2% and 24.6%, respectively. Gross
profit as a percentage of net sales decreased slightly to 30.6% for the six
month period ended June 30, 1997 as compared to the same period in 1996 as
higher average unit selling prices for Alside's siding products were offset by
increased raw material costs, principally vinyl resin. Selling, general and
administrative expense increased to $36.8 million for the six months ended June
30, 1997 from $34.5 million for the same period in 1996 but decreased as a
percentage of net sales. The increase in selling, general and administrative was
due primarily to an increase in advertising expenditures and an increase in
employee compensation.

      AMERCABLE. AmerCable's income from operations increased $4.0 million to
$2.1 million for the six months ended June 30, 1997 compared to a loss from
operations of $1.9 million for the same period in 1996 due primarily to lower
production costs, increased sales volume and higher average selling prices. Net
sales increased $7.0 million 

                                      -8-

or 33.4% for the six months ended June 30, 1997 as compared to the same period
in 1996 due to increased sales prices and volume. Gross profit as a percentage
of net sales increased to 15.4% for the six months ended June 30, 1997 from
(.2)% for the same period in 1996 due to improved labor productivity and
material efficiencies and higher sales prices. Selling, general and
administrative expense increased to $2.2 million but decreased as a percentage
of net sales.

      OTHER. The Company recorded $107,000 in equity in the after tax earnings
of Amercord for the six months ended June 30, 1997 as compared with $1.0 million
for the same period in 1996. The Company's share of after tax income for the six
months ended June 30, 1996 was $437,000 exclusive of the Company's share of the
cumulative change in accounting principle of $598,000. Amercord's net sales
decreased 8.6% to $40.2 million in the six month period ended June 30, 1997 as
compared to the same period in 1996 due primarily to a decrease in the average
unit selling price of its products. Gross profit decreased from $3.7 million for
the six months ended June 30, 1996 to $2.8 million for the same period in 1997
due primarily to lower sales prices which were partially offset by lower tire
cord manufacturing costs. Selling, general and administrative expense increased
to $1.6 million for the six months ended June 30, 1997 from $1.4 for the same
period in 1996.

      Net interest expense decreased $273,000 or 4.9% in the six months ended
June 30, 1997 compared with the same period in 1996 primarily due to lower
borrowing requirements experienced on the Company's line of credit during the
second quarter of 1997 compared to the 1996 period.

LIQUIDITY AND CAPITAL RESOURCES

Borrowings under the Company's existing credit facility were $11.3 million at
June 30, 1997, excluding outstanding letters of credit totaling $8.9 million
securing $6.4 million of taxable notes and certain other obligations. At June
30, 1997 the Company had an available borrowing capacity of approximately $29.8
million.

Net cash provided by operations was $8.3 million in the six months ended June
30, 1997 compared with $6.2 in the same period in 1996. The increase in cash
provided by operations in the 1997 period was due principally to higher net
income for the period ended June 30, 1997 as compared to the 1996 period.

Capital expenditures totaled $4.6 million for the six months ended June 30,
1997, compared with $5.3 million during the same period in 1996. Expenditures in
the 1997 period were primarily used to increase window welding and assembly
capacity and increase vinyl siding extrusion capacity.

The Company believes the future cash flows from operations and its borrowing
capacity under its existing credit agreement will be sufficient to satisfy its
obligations to pay principal and interest on its outstanding debt, maintain
current operations and provide sufficient capital for presently anticipated
capital expenditures. However, there can be no assurances that the cash so
generated by the Company will be sufficient for such purposes.

The Company currently has $75 million of 11 1/2% senior subordinated notes
outstanding. These notes are callable at the option of the Company beginning in
August 1998 at 104.313% of the outstanding principal amount thereof, decreasing
to 100% of the principal amount in August 2001. The Company may seek to
refinance all or part of the notes in order to obtain more favorable interest
rates. No assurances can be given that the Company will be able to obtain such
financing or the terms on which such financing may be available.

EFFECTS OF INFLATION

The Company believes that the effects of inflation on its operations have not
been material during the past two years. Inflation could adversely affect the
Company if inflation results in significantly higher interest rates or
substantial weakness in economic conditions. Alside's principal raw material,
vinyl resin, has been subject to rapid price increments. Alside has historically
been able to pass on price increases to its customers. No assurances can be
given that Alside will continue to be able to pass on any price increases.

                                      -9-

Part II  Other Information

Item 4.  Submission of Matters to a Vote of Security Holders.

            On May 19, 1997, the majority shareholder took action by written
            consent to approve an amendment to the 1994 Stock Incentive Plan.

Item 6.  Exhibits and Reports on Form 8-K.

      (a)   Exhibits

         10.1*  Associated Materials Incorporated Amended and Restated 1994
                Stock Incentive Plan.

         27     Financial Data Schedule.

      (b)   Reports on Form 8-K

                During the quarter ended June 30, 1997, Associated Materials
                Incorporated filed no Current Reports on Form 8-K.

- --------------------
      *     Constitutes a compensatory plan or arrangement.

                                      -10-

                                   SIGNATURES

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

                                ASSOCIATED MATERIALS INCORPORATED
                                           (Registrant)

Date:  August 13, 1997          By: /S/ ROBERT L. WINSPEAR
                                    Robert L. Winspear, Vice President,
                                    Treasurer and Secretary
                                    (Principal Financial and Accounting Officer)

                                      -11-

                                INDEX TO EXHIBITS

               Exhibit
               Number                                  Description
               ------                                  -----------
                10.1*                             Amended and Restated
                                                1994 Stock Incentive Plan

                 27                              Financial Data Schedule

* Constitutes a compensatory plan or arrangement.

                                      -12-