EXHIBIT 3.2

AMENDED

AND

RESTATED

BY-LAWS

NCI BUILDING SYSTEMS, INC.

[EFFECTIVE AS OF FEBRUARY 5, 1992, AS AMENDED
MARCH 17, 1999, SEPTEMBER 9, 1999,
SEPTEMBER 7, 2000 AND MAY 30, 2002]

TABLE OF CONTENTS
<Table>
<Caption>
Page
----

ARTICLE I
OFFICES

SECTION 1. Registered Office.............................................................................1
SECTION 2. Other Offices.................................................................................1

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 1. Time and Place of Meetings....................................................................1
SECTION 2. Annual Meetings...............................................................................1
SECTION 3. Notice of Annual Meetings.....................................................................1
SECTION 4. Special Meetings..............................................................................1
SECTION 5. Notice of Special Meetings....................................................................1
SECTION 6. Quorum........................................................................................1
SECTION 7. Order of Business.............................................................................2
SECTION 8. New Business..................................................................................2
SECTION 9. Voting........................................................................................3
SECTION 10. List of Stockholders..........................................................................3
SECTION 11. Inspectors of Votes...........................................................................4

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. Powers........................................................................................4
SECTION 2. Number, Tenure and Qualification..............................................................4
SECTION 3. Resignations..................................................................................5
SECTION 4. Nominations...................................................................................5
SECTION 5. Removal.......................................................................................6
SECTION 6. Vacancies.....................................................................................6
SECTION 7. Time and Place of Meetings....................................................................6
SECTION 8. Annual Meetings...............................................................................7
SECTION 9. Regular Meetings - Notice.....................................................................7
SECTION 10. Special Meetings - Notice.....................................................................7
SECTION 11. Quorum and Manner of Acting...................................................................7
SECTION 12. Remuneration..................................................................................7
SECTION 13. How Constituted and Powers....................................................................7
SECTION 14. Minutes of Committees.........................................................................8
SECTION 15. Actions Without a Meeting.....................................................................8
SECTION 16. Presence at Meetings by Means of Communications Equipment.....................................8
</Table>

-i-

<Table>

ARTICLE IV
NOTICES

SECTION 1. Type of Notice................................................................................8
SECTION 2. Waiver of Notice..............................................................................9
SECTION 3. Authorized Notices............................................................................9

ARTICLE V
OFFICERS

SECTION 1. Description...................................................................................9
SECTION 2. Election......................................................................................9
SECTION 3. Salaries......................................................................................9
SECTION 4. Term..........................................................................................9
SECTION 5. Duties of the Chairman.......................................................................10
SECTION 6. Duties of the Chief Executive Officer........................................................10
SECTION 6A. Duties of the Chief Operating Officer........................................................10
SECTION 6B. Duties of the President......................................................................11
SECTION 7. Duties of Vice President - Finance...........................................................11
SECTION 8. Duties of Vice Presidents and Assistant Vice Presidents......................................11
SECTION 9. Duties of Secretary and Assistant Secretaries................................................11
SECTION 10. Duties of Treasurer and Assistant Treasurers.................................................12
SECTION 11. Duties of Controller and Assistant Controllers...............................................12

ARTICLE VI
INDEMNIFICATION

SECTION 1. Damages and Expenses.........................................................................13
SECTION 2. Prepaid Expenses.............................................................................13
SECTION 3. Insurance....................................................................................13
SECTION 4. Mergers......................................................................................13

ARTICLE VII
CERTIFICATES REPRESENTING STOCK

SECTION 1. Right to Certificate.........................................................................14
SECTION 2. Facsimile Signatures.........................................................................14
SECTION 3. New Certificates.............................................................................14
SECTION 4. Transfers....................................................................................14
SECTION 5. Record Date..................................................................................15
SECTION 6. Registered Stockholders......................................................................15
</Table>

-ii-

<Table>

ARTICLE VIII
GENERAL PROVISIONS

SECTION 1. Dividends....................................................................................15
SECTION 2. Reserves.....................................................................................15
SECTION 3. Annual Statement.............................................................................15
SECTION 4. Checks.......................................................................................15
SECTION 5. Fiscal Year..................................................................................15
SECTION 6. Corporate Seal...............................................................................16
SECTION 7. Certificate of Incorporation.................................................................16

ARTICLE IX
AMENDMENTS.......................................................................................................16
</Table>

-iii-

ARTICLE I
OFFICES

SECTION 1. Registered Office. The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. Other Offices. The corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
board of directors may from time to time determine or the business of the
corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 1. Time and Place of Meetings. All meetings of the stockholders
shall be held at such time and place, either within or without the State of
Delaware, as the board of directors shall designate and as shall be stated in
the notice of the meeting.

SECTION 2. Annual Meetings. The annual meeting of the stockholders
shall be held on the fourth Wednesday of February of each year, if not a legal
holiday, and if a legal holiday, then the next secular day following, or at such
other date as the board of directors of the corporation may determine and
commencing at such time as the board of directors shall determine; at the annual
meeting, the stockholders shall elect by a plurality vote by written ballot a
board of directors and transact such other business as may properly be brought
before the meeting.

SECTION 3. Notice of Annual Meetings. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 60 days before the date of the meeting.

SECTION 4. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called at any time by the chief executive
officer, or by order of the board of directors, and shall be called by the
chairman of the board, the chief executive officer or the secretary at the
request in writing of a majority of the board of directors. Such request shall
state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

SECTION 5. Notice of Special Meetings. Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than 10 nor more than 60 days
before the date of the meeting.

SECTION 6. Quorum. The holders of stock having a majority of the voting
power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a

quorum for the transaction of business at all meetings of the stockholders. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time
without notice (other than announcement at the meeting at which the adjournment
is taken of the time and place of the adjourned meeting) until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted that might have been
transacted at the meeting as originally notified. If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

SECTION 7. Order of Business. The order of business at annual meetings
of stockholders and, so far as practicable, at other meetings of stockholders
shall be determined by the chief executive officer.

SECTION 8. New Business. At an annual meeting of stockholders, only
such new business shall be conducted, and only such proposals shall be acted
upon, as shall have been properly brought before the annual meeting. For any new
business proposed by the board of directors to be properly brought before the
annual meeting, such new business shall be approved by the board of directors
and shall be stated in writing and filed with the secretary of the corporation
at least five days before the date of the annual meeting, and all business so
approved, stated and filed shall be considered at the annual meeting. Any
stockholder may make any other proposal at the annual meeting, but unless
properly brought before the annual meeting such proposal shall not be acted upon
at the annual meeting. For a proposal to be properly brought before an annual
meeting by a stockholder, the stockholder must have given proper and timely
notice thereof in writing to the secretary of the corporation as specified
herein. To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not later than
the date that corresponds to 120 days prior to the date the corporation's proxy
statement was released to stockholders in connection with the previous year's
annual meeting of stockholders. A stockholder's notice to the secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books, of
the stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of shares
of the stock that are held of record, beneficially owned and represented by
proxy on the date of such stockholder notice and on the record date of the
meeting (if such date shall have been made publicly available) by the
stockholder and by any other stockholders known by such stockholder to be
supporting such proposal on such dates, (d) any financial interest of the
stockholder in such proposal, and (e) all other information that would be
required to be filed with the Securities and Exchange Commission if, with
respect to any such item of business, such stockholder or stockholders were a
participant in a solicitation subject to Section 14 of the Securities Exchange
Act of 1934, as amended.

The board of directors may reject any stockholder proposal not
made strictly in accordance with the terms of this Section 8. Alternatively, if
the board of directors fails to consider the validity of any stockholder
proposal, the presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that the stockholder
proposal was not made in strict accordance with the terms of this section and,
if he should so determine, he shall so declare at the annual meeting and any
such business or proposal not properly brought before the annual meeting shall
not be acted upon at the annual meeting. This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the board of directors, but, in connection
with such reports, no new business shall be acted upon at such annual meeting
unless stated, filed and received as herein provided.

SECTION 9. Voting. Except as otherwise provided in the certificate of
incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
corporation held by him and registered in his name on the books of the
corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these by-laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the corporation, shall not be
entitled to vote. Any vote by stock of the corporation may be given at any
meeting of stockholders by the stockholder entitled thereto, in person or by his
proxy appointed by an instrument in writing subscribed by such stockholder or by
his attorney thereunto duly authorized and delivered to the secretary of the
corporation or to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date, unless said proxy
shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders, all matters, except
where other provision is made by law, the certificate of incorporation, or these
by-laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by written
ballot on any question or at the direction of such chairman that a vote by
written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

SECTION 10. List of Stockholders. It shall be the duty of the secretary
or other officer of the corporation who shall have charge of its stock ledger,
either directly or through another officer of the corporation designated by him
or through a transfer agent appointed by the board of directors, to prepare and
make, at least ten days before every meeting of the stockholders, a complete
list of the stockholders entitled to vote thereat, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each

stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days before said meeting, either at a place within the city
where said meeting is to be held, which place shall be specified in the notice
of said meeting, or, if not so specified, at the place where said meeting is to
be held. The list shall also be produced and kept at the time and place of said
meeting during the whole time thereof, and may be inspected by any stockholder
of record who shall be present thereat. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
such list or the books of the corporation, or to vote in person or by proxy at
any meeting of stockholders.

SECTION 11. Inspectors of Votes. The chairman may appoint two
inspectors of votes to act at each meeting of the stockholders, unless the board
of directors shall have theretofore made such appointments. Each inspector of
votes shall first subscribe an oath or affirmation faithfully to execute the
duties of an inspector of votes at the meeting with strict impartiality and
according to the best of his ability. Such inspectors of votes, if any, shall
take charge of the ballots, if any, at the meeting, and after the balloting on
any question, shall count the ballots cast and shall make a report in writing to
the secretary of the meeting of the results of the balloting. An inspector of
votes need not be a stockholder of the corporation, and any officer of the
corporation may be an inspector of votes on any question other than a vote for
or against his election to any position with the corporation or on any other
question in which he may be directly interested.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. Powers. The business and affairs of the corporation shall be
managed by its board of directors, which shall have and may exercise all powers
of the corporation and take all lawful acts as are not by statute, the
certificate of incorporation or these by-laws directed or required to be
exercised or taken by the stockholders.

SECTION 2. Number, Tenure and Qualification. The number of directors
shall be fixed from time to time exclusively pursuant to a resolution adopted by
a majority of the board of directors. Commencing with the first shareholders'
meeting after adoption of these Amended and Restated By-Laws at which directors
are elected, the directors shall be divided, with respect to the time for which
they severally hold office, into three classes, as nearly equal in number as is
reasonably possible, with the term of office of the first class to expire at the
1993 annual meeting of shareholders, the term of office of the second class to
expire at the 1994 annual meeting of shareholders and the term of office of the
third class to expire at the 1995 annual meeting of shareholders, with each
director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of shareholders, commencing with the 1993
annual meeting, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified. No
person may stand for election as a director if, on the date of any annual

or special meeting held for the purpose of electing directors, such person shall
have reached the age of 72. [AMENDED 5/30/2002]

SECTION 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the corporation, effective at the time
specified therein or, if not specified, immediately upon its receipt by the
corporation. Unless otherwise specified in the notice, acceptance of a
resignation shall not be necessary to make it effective.

SECTION 4. Nominations. If a person is to be elected to the board of
directors because of a vacancy existing on the board, nomination shall be made
only by the board of directors or of a nominating committee of the board of
directors (the board of directors as a whole or such committee of the board
being referred to herein as the "nominating committee") pursuant to the
affirmative vote of the majority of the entire membership of the nominating
committee. The nominating committee shall also make nominations for the
directors to be elected by the stockholders of the corporation at an annual
meeting of the stockholders as provided in this section.

Only persons nominated in accordance with the procedures set
forth in this Section 4 shall be eligible for election as directors at an annual
meeting. The nominating committee shall select the management nominees for
election as directors. Except in the case of a nominee substituted as a result
of the death, incapacity, disqualification or other inability to serve as a
management nominee, the nominating committee shall deliver written nominations
to the secretary at least 30 days prior to the date of the annual meeting.
Management nominees substituted as a result of the death, incapacity,
disqualification or other inability to serve as a management nominee shall be
delivered to the secretary as promptly as practicable. Provided the nominating
committee selects the management nominees, no nominees for directors except
those made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by stockholders are made in accordance with the
provisions of this Section 4. Ballots bearing the names of all the persons
nominated for election as directors at an annual meeting in accordance with the
procedures set forth in this Section 4 by the nominating committee and by
stockholders shall be provided for use at the annual meeting. However, except in
the case of a management nominee substituted as a result of the death,
incapacity, disqualification or other inability to serve as a management
nominee, if the nominating committee shall fail or refuse to nominate a slate of
directors at least 30 days prior to the date of the annual meeting, nominations
for directors may be made at the annual meeting by any stockholder entitled to
vote and shall be voted upon. No person shall be elected as a director of the
corporation unless nominated in accordance with the terms set forth in this
Section 4.

Nominations of individuals for election to the board of
directors of the corporation at an annual meeting of stockholders may be made by
any stockholder of the corporation entitled to vote for the election of
directors at that meeting who complies with the procedures set forth in this
Section 4. To be timely, a stockholder's notice shall be delivered to, or mailed
and received at, the principal executive offices of the corporation not less
than 75 days prior to the date of the annual meeting of stockholders nor more
than 85 days prior to the date of

such annual meeting; provided, however, that if less than 75 days' notice or
prior public disclosure of the date of the annual meeting is given or made,
notice by the stockholder to be timely must be so delivered or received not
later than the close of business on the 10th day following the earlier of (a)
the day on which such notice of the date of the annual meetings was mailed or
(b) the day on which such public disclosure was made. Such stockholder's notice
shall set forth (i) as to each person whom the stockholder proposes to nominate
for election or re-election as a director (A) the name, age, business address
and residence address of such person, (B) the principal occupation or employment
of such person, (C) the classes and number of shares of capital stock of the
corporation that are owned of record and beneficially owned by such person on
the date of such stockholder notice and (D) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors pursuant to Section 14 under the
Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder
giving the notice (A) the name and address, as they appear on the corporation's
books, of such stockholder and any other stockholders known by such stockholder
to be supporting such nominees, and (B) the classes and number of shares of
capital stock of the corporation that are owned of record and beneficially owned
by such stockholder on the date of such stockholder notice and by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder notice.

The board of directors may reject any nomination by a
stockholder not made in strict accordance with the terms of this Section 4.
Alternatively, if the board of directors fails to consider the validity of any
nominations by a stockholder, the presiding officer of the annual meeting shall,
if the facts warrant, determine and declare at the annual meeting that a
nomination was not made in strict accordance with the terms of this Section 4,
and, if he should so determine, he shall so declare at the annual meeting and
the defective nomination shall be disregarded.

SECTION 5. Removal. Any director may be removed, with cause, at any
time, by the affirmative vote by written ballot of 80% of the voting interest of
the stockholders of record of the corporation entitled to vote, given at an
annual meeting or at a special meeting of the stockholders called for that
purpose. The vacancy in the Board of Directors caused by any such removal shall
be filled by the Board of Directors as provided in Section 6 of this Article
III.

SECTION 6. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by a majority of the directors then in office though less than a quorum or
by a sole remaining director. Directors so chosen shall hold office until the
annual meeting next after their election or until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 7. Time and Place of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, at such time and places
as it determines.

SECTION 8. Annual Meetings. The first meeting of each newly elected
board of directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute the meeting, provided a quorum shall
be present. If such meeting is not held immediately following the annual meeting
of stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

SECTION 9. Regular Meetings - Notice. Regular meetings of the board of
directors may be held without notice.

SECTION 10. Special Meetings - Notice. Special meetings of the board of
directors may be called by the chairman of the board, chief executive officer or
two directors on 12 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless or other form of
recorded communication; special meetings shall be called by the secretary in
like manner and on like notice on the written request of the chairman of the
board, chief executive officer or two directors. Notice of any such meeting need
not be given to any director, however, if waived by him in writing or by
telegraph, telex, cable, wireless or other form of recorded communication, or if
he shall be present at the meeting.

SECTION 11. Quorum and Manner of Acting. At all meetings of the board
of directors, fifty percent (50%) of the directors at the time in office (but
not less than one-third of the whole board of directors) shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

SECTION 12. Remuneration. Unless otherwise expressly provided by
resolution adopted by the board of directors, none of the directors shall, as
such, receive any stated remuneration for his services; but the board of
directors may at any time and from time to time by resolution provide that a
specified sum shall be paid to any director of the corporation, either as his
annual remuneration as such director or member of any committee of the board of
directors or as remuneration for his attendance at each meeting of the board of
directors or any such committee. The board of directors may also likewise
provide that the corporation shall reimburse each director for any expenses paid
by him on account of his attendance at any meeting. Nothing in this section
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving remuneration therefor.

COMMITTEES OF DIRECTORS

SECTION 13. How Constituted and Powers. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to

consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. If no
alternate be so appointed, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member; provided, that
members of the Audit Committee and the Compensation Committee may only appoint a
"non-employee director" (as defined in Rule 16b-3 promulgated under the
Securities and Exchange Act of 1934, as amended) of the Board of Directors. Any
committee, to the extent provided in the resolution of the board of directors
and not prohibited by law, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers that may require it. At any meeting of a committee, a
majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the committee. [AMENDED
9/9/1999]

SECTION 14. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the board of
directors at the next meeting thereof.

GENERAL

SECTION 15. Actions Without a Meeting. Any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board of directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the board of directors or
the committee.

SECTION 16. Presence at Meetings by Means of Communications Equipment.
Members of the board of directors, or of any committee designated by the board
of directors, may participate in a meeting of the board of directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear one another.
Participation in a meeting conducted pursuant to this section shall constitute
presence in person at the meeting.

ARTICLE IV
NOTICES

SECTION 1. Type of Notice. Whenever, under the provisions of any
applicable statute, the certificate of incorporation, or these by-laws, notice
is required to be given to any director or stockholder, the requirement shall
not be construed to mean personal notice, but such notice may be given in
writing, in person or by mail, addressed to such director or stockholder at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice

shall be deemed to be given at the time when it shall be deposited in the United
States mail. Notice to directors may also be given in any manner permitted by
Article III hereof and shall be deemed to be given at the time when first
transmitted by the method of communication so permitted.

SECTION 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of any applicable statute, the certificate of
incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless or other form of recorded communication may constitute such a waiver.

SECTION 3. Authorized Notices. Unless otherwise specified herein, the
secretary or such other person or persons as the chief executive officer
designates shall be authorized to give notices for the corporation.

ARTICLE V
OFFICERS

SECTION 1. Description. The elected officers of the corporation shall
be a chief executive officer, a chief operating officer, a president, one or
more vice presidents, with or without such descriptive titles as the board of
directors shall deem appropriate, a secretary and a treasurer and, if the board
of directors so elects a chairman of the board (who shall be a director) and a
controller. The board of directors by resolution shall also appoint one or more
assistant secretaries, assistant treasurers, assistant controllers and such
other officers and agents as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the corporation. Any two or more
offices may be held by the same person. Unless otherwise provided in a
resolution of the board of directors or a written directive of the chief
executive officer, each of the officers of the corporation shall have general
authority to agree upon and execute all bonds, evidences of indebtedness, deeds,
leases, contracts, and other obligations in the name of the corporation and
affix the corporate seal thereto. [AMENDED 3/17/1999]

SECTION 2. Election. The board of directors at its first meeting after
each annual meeting of stockholders shall elect and appoint the officers to fill
the positions designated in Section 1 of this Article V.

SECTION 3. Salaries. The board of directors shall fix all salaries of
all elected officers of the corporation.

SECTION 4. Term. An officer of the corporation shall hold office until
he resigns or his successor is chosen and qualified. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. The board of
directors shall fill any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise.

SECTION 5. Duties of the Chairman. The chairman of the board shall
preside when present at all meetings of the board of directors. He shall advise
and counsel the chief executive officer and chief financial officer and other
officers of the corporation, and shall exercise such powers and perform such
duties as shall be assigned to or required of him from time to time by the board
of directors. [AMENDED 3/17/1999]

SECTION 6. Duties of the Chief Executive Officer. The chief executive
officer shall have responsibility for and general supervision of the affairs of
the corporation and shall have general and active executive charge, management,
and control of all the business, operations, and properties of the corporation
with all such powers as may be reasonably incident to such responsibilities,
subject to the provisions of these by-laws and the control of the board of
directors. Unless a chairman of the board shall have been elected, the chief
executive officer shall preside, when present, at all meetings of stockholders
and at all meetings of the board of directors. The chief executive officer shall
be the ranking officer of the corporation, to whom all other officers shall be
subordinate, and he shall be responsible for and see that all orders and
resolutions of the stockholders and the board of directors are carried into
effect. The chief executive officer shall have the power and authority to sign
stock certificates; to cause the employment or appointment of such employees and
agents of the corporation as the proper conduct of operations may require; to
terminate, remove or suspend any employee or agent who shall have been employed
or appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause any officer subordinate to the chief executive
officer, pending final action by the board of directors or such other authority
as shall have elected or appointed such officer; to delegate any of the
foregoing powers and authority to any other officer or agent of the corporation;
and, in general, to exercise all the powers and authority usually appertaining
to the chief executive officer of a corporation (except as otherwise provided in
these by-laws or in resolutions or written directives of the board of
directors), as may be designated in accordance with these by-laws, and as from
time to time may be assigned to him by the board of directors. In the absence of
the chief executive officer, his duties shall be performed and his powers may be
exercised by the chief operating officer, if different from the chief executive
officer and president, by the president in the absence of the chief operating
officer, or otherwise by such other officer as the chief executive officer shall
designate in writing or (failing such designation) by the executive committee
(if any has been appointed) or such officer as it may designate in writing,
subject, in either case, to review and superseding action by the board of
directors. [AMENDED 3/17/1999]

SECTION 6A. Duties of the Chief Operating Officer. The chief operating
officer shall have general, active supervision of and responsibility for the
business operations of the corporation, subject to the review and approval of
the chief executive officer. The chief operating officer shall have the same
authority and powers with respect to the conduct of the business operations of
the corporation as has the chief executive officer with respect to its affairs
generally. As such, he shall have all such powers and authority as may be
reasonably incident to such responsibilities and as usually appertain to the
chief operating officer of a corporation (except as otherwise provided in these
by-laws or in resolutions or written directives of the board of directors or
chief executive officer), as well as other powers and authority as may be

designated in accordance with these by-laws and as from time to time may be
assigned to him by the board of directors or the chief executive officer. He
shall preside, in the absence of any other person designated by these by-laws,
at all meetings of the board of directors and shareholders. He shall have the
power and authority to sign stock certificates. The chief operating officer
shall report to the chief executive officer and otherwise shall be the ranking
officer of the corporation to whom all other officers shall be subordinate.
[AMENDED 3/17/1999]

SECTION 6B. Duties of the President. The president shall be the chief
executive officer and/or the chief operating officer of the corporation, unless
a chief executive officer or a chief operating officer is otherwise elected. The
president shall have all powers and authority as usually appertain to the
president of a corporation (except as otherwise provided in these by-laws or in
resolutions or written directives of the board of directors or chief executive
officer), as well as other powers and authority as may be designated in
accordance with these by-laws and as from time to time may be assigned to him by
the board of directors or the chief executive officer. He shall have the power
and authority to sign stock certificates. [AMENDED 3/17/1999]

SECTION 7. Duties of Vice President - Finance. There may be designated
a vice president - finance, who, if so designated, shall be the chief financial
and accounting officer of the corporation. He shall have active control of and
responsibility for all matters pertaining to the financial affairs of the
corporation and its subsidiaries. His authority shall include the authorities of
the treasurer and controller. He shall be responsible for approval of all
filings with governmental agencies. He shall have the authority to execute and
deliver bonds, deeds, contracts and stock certificates of and for the
corporation, and to affix the corporate seal thereto by handwritten or facsimile
signature and all other powers customarily appertaining to his office, except to
the extent otherwise limited or enlarged. He shall report to the president and
to the executive committee and the board of directors of the corporation at
their request on all financial matters of the corporation.

SECTION 8. Duties of Vice Presidents and Assistant Vice Presidents. In
the absence of the chief executive officer or chief financial officer or in the
event of his inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the board, or in the absence of any designation, in the order of
their election) shall perform the duties of the president and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the board of directors or the president may from time to time
prescribe. [AMENDED 3/17/1999]

SECTION 9. Duties of Secretary and Assistant Secretaries. The secretary
or an assistant secretary shall attend all meetings of the board of directors
and all meetings of the stockholders and record all proceedings of the meetings
of the stockholders of the corporation and of the board of directors in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required. The secretary shall be under the supervision of the
chief executive officer and shall perform such other duties as may be prescribed
by the chief executive officer. The secretary shall have charge of the seal of
the corporation and have

authority to affix the seal to any instrument requiring it. When so affixed, the
seal shall be attested by the signature of the secretary or treasurer or an
assistant secretary or assistant treasurer, which may be a facsimile. The
secretary shall keep and account for all books, documents, papers and records of
the corporation except those for which some other officer or agent is properly
accountable. The secretary shall have authority to sign stock certificates, and
shall generally perform all the duties usually appertaining to the office of the
secretary of a corporation. [AMENDED 3/17/1999]

Assistant secretaries in the order of their seniority, unless
otherwise determined by the board of directors, shall assist the secretary, and
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

SECTION 10. Duties of Treasurer and Assistant Treasurers. The treasurer
shall have the responsibility for and custody over all assets of the
corporation, and the responsibility for handling of the liabilities of the
corporation. He shall cause proper entries of all receipts and disbursements of
the corporation to be recorded in its books of account. He shall have the
responsibility for all matters pertaining to taxation and insurance. He shall
have the authority to endorse for deposit or collection, or otherwise, all
commercial paper payable to the corporation, and to give proper receipts or
discharges for all payments to the corporation. He shall be responsible for all
terms of credit granted by the corporation and for the collection of all its
accounts. He shall have the authority to execute and deliver bonds, deeds,
contracts and stock certificates of and for the corporation, and to affix the
corporate seal thereto by handwritten or facsimile signature and all other
powers customarily appertaining to his office, except to the extent otherwise
limited or enlarged. The treasurer shall be under the supervision of the vice
president - finance and he shall perform such other duties as may be prescribed
to him by the vice president - finance, if one be designated.

Assistant treasurers, in the order of their seniority, shall
assist the treasurer, and in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer.

SECTION 11. Duties of Controller and Assistant Controllers. The
controller shall be responsible for all matters pertaining to the accounts of
the corporation, its subsidiaries and divisions, with the supervision of the
books of account, their installation, arrangement and classification. The
controller shall maintain adequate records of all assets, liabilities and
transactions; see that an adequate system of internal audit thereof is currently
and regularly maintained; coordinate the efforts of the corporation's
independent public accountants in its external audit program; receive, review
and consolidate all operating and financial statements of the corporation and
its various departments and subsidiaries; and prepare financial statements,
reports and analyses. The controller shall have supervision of the accounting
practices of the corporation and of each subsidiary and division of the
corporation, and shall prescribe the duties and powers of the chief accounting
personnel of the subsidiaries and divisions. The controller

shall cause to be maintained an adequate system of financial control through a
program of budgets, financial planning and interpretive reports. The controller
shall initiate and enforce accounting measures and procedures whereby the
business of the corporation and its subsidiaries and divisions shall be
conducted with the maximum efficiency and economy. The controller shall have all
other powers customarily appertaining to the office of controller, except to the
extent otherwise limited or enlarged. The controller shall be under the
supervision of the vice president - finance, if one be designated.

The assistant controllers, in the order of their seniority,
shall assist the controller, and if the controller is unavailable, perform the
duties and exercise the powers of the controller.

ARTICLE VI
INDEMNIFICATION

SECTION 1. Damages and Expenses. To the full extent permitted by law,
the corporation shall indemnify and pay the expenses of any party who is or was
made, or threatened to be made, a party to an action or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that he
is or was a director, officer or employee of the corporation or served any other
corporation, trust or enterprise in any capacity at the request of the
corporation.

SECTION 2. Prepaid Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation as incurred
and in advance of the final disposition of such action, suit or proceeding,
provided the party undertakes in writing (in form and substance reasonably
satisfactory to the corporation) to repay the amount paid or reimbursed if it is
ultimately determined that such party is not entitled to indemnification for
such expenses. [AMENDED 9/7/2000]

SECTION 3. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.

SECTION 4. Mergers. For purposes of this Article VI, references to "the
corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger that, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this

Article VI with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

ARTICLE VII
CERTIFICATES REPRESENTING STOCK

SECTION 1. Right to Certificate. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman of the board, the chief executive officer,
the chief financial officer, the president or a vice president and by the
secretary or an assistant secretary of the corporation, certifying the number of
shares owned by him in the corporation. If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, option or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights shall be set forth in
full or summarized on the face or back of the certificate that the corporation
shall issue to represent such class or series of stock; provided, that, except
as otherwise provided in Section 202 of the General Corporation Law of the State
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate that the corporation shall issue to
represent such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights. [AMENDED 3/17/1999]

SECTION 2. Facsimile Signatures. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 3. New Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation and alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.

SECTION 4. Transfers. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation, subject to

any proper restrictions on transfer, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

SECTION 5. Record Date. The board of directors may fix, in advance, a
record date for stockholders' meetings or for any other lawful purpose, which
shall be no fewer than 10 nor more than 60 days before the date of the meeting
or other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

SECTION 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not provided by the laws of
the State of Delaware.

ARTICLE VIII
GENERAL PROVISIONS

SECTION 1. Dividends. Dividends upon the capital stock of the
corporation, if any, may be declared by the board of directors (but not any
committee thereof) at any regular meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock or other
securities.

SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the board of directors from time to time, in their absolute discretion,
thinks proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the board of directors shall think conducive to the
interest of the corporation, and the board of directors may modify or abolish
any such reserve in the manner in which it was created.

SECTION 3. Annual Statement. The board of directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

SECTION 4. Checks. All checks or demands for money and promissory notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time prescribe.

SECTION 5. Fiscal Year. The fiscal year of the corporation shall be
determined by the board of directors.

SECTION 6. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise.

SECTION 7. Certificate of Incorporation. These by-laws are subject to
the terms of the certificate of incorporation of the corporation.

ARTICLE IX
AMENDMENTS

The by-laws may be altered, amended or repealed or new by-laws adopted
only in accordance with the Restated Certificate of Incorporation of the
corporation and any other requirements specified in these by-laws.

CERTIFICATION

I, Donnie Humphries, Secretary of NCI Building Systems, Inc., hereby
certify that the foregoing is a true, accurate and complete copy of the By-Laws
of NCI Building Systems, Inc., as amended and restated by its Board of Directors
as of February 5, 1992 and as amended March 17, 1999, September 9, 1999,
September 7, 2000 and May 30, 2002.

/s/ Donnie R. Humphries
---------------------------------------
Donnie R. Humphries, Secretary