FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Hawes Frances Powell   2. Issuer Name and Ticker or Trading Symbol NCI BUILDING SYSTEMS INC [NCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. VP, CFO and Treasurer (Last) (First) (Middle) 10943 NORTH SAM HOUSTON PARKWAY WEST 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2007 (Street) HOUSTON, TX 77064 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 value 12/18/2007   P   5,000 A $ 25.34 20,899 D   Common Stock, $0.01 par value               1,892 I By NCI 401(k) plan (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2.125% Convertible Senior Sub Notes Due 2024 (the "Notes")

$ 40.14 (2)

12/19/2007

P

$ 100,000

(2)

11/15/2024

Common Stock, $0.01 par value

(3)

$ 96,100

$ 100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hawes Frances Powell 10943 NORTH SAM HOUSTON PARKWAY WEST HOUSTON, TX 77064			Exec. VP, CFO and Treasurer

Signatures

Frances Powell Hawes		12/20/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Holdings under 401(k) plan are reported as of December 18, 2007.
(2)	The Notes are generally convertible during any calendar quarter if the closing price of common stock exceeds $48.16 for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter. The Notes may also become convertible if they have been called for redemption or upon the occurrence of certain corporate events.
(3)	Upon conversion, the holder will receive a number of shares of common stock equal to the result obtained by dividing (x) (a) the aggregate conversion value of the notes to be converted (derived by multiplying the conversion rate (24.9121) by the ten trading day average closing price of the common stock beginning on the second trading day following the day the notes are submitted for conversion (the "average stock price")), less (b) the aggregate principal amount of the notes to be converted, by (y) the average stock price.

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