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 * LAWRENCE WILLIAM A   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) V.P. & Controller (Last) (First) (Middle) 10943 NORTH SAM HOUSTON PARKWAY WEST 3. Date of Earliest Transaction (Month/Day/Year) 09/20/2005 (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 par value 09/20/2005   S   500 D $ 38.32 500 D   Common Stock, $0.01 par value 09/20/2005   S   500 D $ 38.33 500 D   Common Stock, $0.01 par value 09/21/2005   S   960 D $ 38.11 2,196 D   Common Stock, $0.01 par value 09/21/2005   S   1,196 D $ 37.4 1,000 D   Common Stock, $0.01 par value 09/21/2005   S   1,000 D $ 37.1 0 D   Common Stock, $0.01 par value               440 I By NCI 401(k) Plan (1)

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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

Options to Purchase Common Stock

$ 16.9

09/20/2005

M

500

(2)

06/13/2011

Common Stock, $0.01 par value

500

$ 0

0

D

Options to Purchase Common Stock

$ 15.15

09/20/2005

M

500

(3)

12/14/2011

Common Stock, $0.01 par value

500

$ 0

3,281

D

Options to Purchase Common Stock

$ 15.15

09/21/2005

M

960

(3)

12/14/2011

Common Stock, $0.01 par value

960

$ 0

2,321

D

Options to Purchase Common Stock

$ 17.5

09/21/2005

M

1,714

(4)

06/14/2012

Common Stock, $0.01 par value

1,714

$ 0

0

D

Options to Purchase Common Stock

$ 20.64

09/21/2005

M

482

(4)

12/14/2012

Common Stock, $0.01 par value

482

$ 0

487

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LAWRENCE WILLIAM A 10943 NORTH SAM HOUSTON PARKWAY WEST HOUSTON, TX 77064			V.P. & Controller

Signatures

William Lawrence		09/21/2005
**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 based on the plan statement provided as of September 19, 2005.
(2)	Options vested in four equal annual installments beginning on June 13, 2002.
(3)	Options vested in four equal annual installments beginning on December 15, 2002.
(4)	Generally, the options vest in four equal annual installments beginning on the first anniversary of the grant date. Under a letter agreement dated September 15, 2005, Mr. Lawrence and the Company have agreed that the options will cease vesting on October 28, 2005.

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