Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  CD&R Associates VIII, Ltd.
 2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2009		 3. Issuer Name and Ticker or Trading Symbol
NCI BUILDING SYSTEMS INC [NCS]
(Last)
(First)
(Middle)
C/O CLAYTON, DUBILIER & RICE, INC., 375 PARK AVENUE, 18TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10152		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Cumulative Conv. Participating Preferred Stock   (1)   (2) Common Stock 196,109,194 $ 1.2748 (3) I See note. (4) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CD&R Associates VIII, Ltd.
C/O CLAYTON, DUBILIER & RICE, INC.
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152		     X    
CLAYTON DUBILIER & RICE FUND VIII LP
C/O CLAYTON & DUBILIER & RICE, INC.
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152		     X    
CD&R FRIENDS & FAMILY FUND VIII LP
C/O CLAYTON, DUBILIER & RICE, INC.
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152		     X    
CD&R ASSOCIATES VIII, LP
C/O CLAYTON, DUBILIER & RICE, INC.
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152		     X    
CD&R Investment Associates VIII, Ltd.
C/O CLAYTON, DUBILIER & RICE, INC.
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152		     X    

Signatures

CD&R Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. 10/30/2009
**Signature of Reporting Person Date
Clayton, Dubilier & Rice Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec. 10/30/2009
**Signature of Reporting Person Date
CD&R Friends & Family Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec. 10/30/2009
**Signature of Reporting Person Date
CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec. 10/30/2009
**Signature of Reporting Person Date
CD&R Investment Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec. 10/30/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Holder of Series B Cumulative Convertible Participating Preferred Stock (the "Series B Stock") has the right at any time to convert the Series B Stock into shares of Issuer's Common Stock to the extent that there is a sufficient number of authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of Common Stock.
(2) On or after the tenth anniversary of closing on 10/20/2009, (i) holder of Series B Stock has right to redeem all, but not less than all, of its Series B Stock and (ii) Issuer has right to redeem all, but not less than all, shares of issued and outstanding Series B Stock. Holder has the right to redeem all, but not less than all, of its Series B Stock upon certain change of control events. Series B Stock automatically converts upon certain business combinations.
(3) Initial conversion price, subject to certain adjustments.
(4) Clayton, Dubilier & Rice Fund VIII, L.P. ("Fund VIII") directly owns 249,651 shares of Series B Stock and CD&R Friends & Family Fund VIII, L.P. ("Friends Fund VIII") directly owns 349 shares of Series B Stock. As general partner of both Fund VIII and Friends Fund VIII, CD&R Associates VIII, Ltd. may be deemed to own indirectly a total of 250,000 shares of Series B stock.
(5) CD&R Associates VIII, Ltd. is a wholly-owned subsidiary of CD&R Associates VIII, L.P., of which CD&R Investment Associates VIII, Ltd. is the general partner.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.