As filed with the Securities and Exchange Commission on June 23, 1998

                                                           File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 --------------

                                AMF BOWLING, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                        13-3873268
(State or other jurisdiction of Incorporation                  (I.R.S. Employer
or organization)                                             Identification No.)

                                 8100 AMF Drive
                            Richmond, Virginia 23111
                                 (804) 730-4000
           (Address of principal executive office, including zip code)

                                AMF BOWLING, INC.
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               Douglas J. Stanard
                      President and Chief Executive Officer
                                AMF Bowling, Inc.
                                 8100 AMF Drive
                            Richmond, Virginia 23111
                                 (804) 730-4000
                (Name, address, including zip code, and telephone
                    number, including area code, of agent for
                  service of process and registrant's principal
                               executive offices)

Copies of all communications, including communications sent to agent for
service, should be sent to:

                           Joseph C. Carter, III, Esq.
                       McGuire, Woods, Battle & Boothe LLP
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000


<PAGE>



<TABLE>
<S> <C>
                                          CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                          Proposed
 Title of securities to be registered    Amount to be      maximum       Proposed maximum
                                         Registered(1)    offering      Aggregate offering          Amount of
                                                          price per            price(2)         Registration Fee(2)
                                                           share(2)
-------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share  2,000,000        $23.4375        $46,875,000.00           $13,828.13
                                         shs.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------------------------

(1)   This Registration Statement is also deemed, pursuant to Instruction E to
      Form S-8, to relate to 1,718,201 shares of common stock previously
      registered on Form S-8 (File No. 333-41773) in connection with a
      predecessor plan, with respect to which a registration fee of $10,802.65
      has been paid.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended, solely for the purpose of calculating the registration fee.
      The registration fee is based on the average of the high and low prices of
      AMF Bowling, Inc. Common Stock on the New York Stock Exchange on
      June 19, 1998.


<PAGE>



                              EXPLANATORY STATEMENT

         A total of 1,767,151 shares of common stock of AMF Bowling, Inc. ("the
Company") were registered by Registration Statement on Form S-8, File No.
333-41773, for issuance in connection with the AMF Bowling, Inc. 1996 Stock
Incentive Plan (the "1996 Plan"). On May 19, 1998, the stockholders of the
Company approved the AMF Bowling, Inc. 1998 Stock Incentive Plan (the "1998
Plan"). A total of 1,718,201 shares of common stock of the Company which were
registered in connection with the 1996 Plan have not been issued under the 1996
Plan and may, pursuant to the terms of the 1998 Plan, be issued under the 1998
Plan. In accordance with Instruction E to Form S-8 and the telephonic
interpretation of the Securities and Exchange Commission contained in Section G
of the Division of Corporation Finance's Manual of Publicly Available Telephone
Interpretations (July 1997), the 1,718,201 shares of common stock of the
Company referenced above are carried forward to, and deemed covered by, the
Registration Statement on Form S-8 filed on or about the date hereof in
connection with the 1998 Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to eligible employees by the Company as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Securities and Exchange Commission (the "SEC") either as part
of this Registration Statement or as prospectus supplements pursuant to Rule 424
of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company with the SEC are
incorporated herein by reference and made a part hereof:

          1.   The Company's Annual Report on Form 10-K (File No. 001-13539) for
               the year ended December 31, 1997.

          2.   The Company's Quarterly Report on Form 10-Q (File No. 001-13539)
               for the quarter ended March 31, 1998.
<PAGE>

          3.   The Company's report on Form 8-K (File No. 001-13539), dated May
               7, 1998.

          4.   The Company's report on Form 8-K (File No. 001-13539), dated
               April 27, 1998.

          5.   The description of the Company's Common Stock contained in the
               Registration Statement on Form 8-A filed with the SEC on October
               27, 1997 (File No. 001-13539).

         All documents, filed subsequent to the date hereof by the Company with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a corporation may eliminate or limit the
personal liability of a director (or certain persons who, pursuant to the
provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (which provides for liability of directors for unlawful
payments of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which the director derived an improper personal benefit.
Article VIII, Section 1 of the Company's Certificate of Incorporation 


<PAGE>

limits the liability of directors thereof to the full extent permitted by
Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any action, suit or proceeding brought by third
parties to which they may be made parties by reason of their being or having
been directors, officers, employees or agents of the corporation, if such
persons acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In addition, a corporation may indemnify any such person for
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of any such action or suit
by or in the right of the corporation if the person acted in good faith and in a
manner that the person reasonably believed to be in or not opposed to the best
interests of the corporation; however, the corporation may not indemnify the
person for such expenses in a suit or action by or on behalf of the corporation
unless the Delaware Court of Chancery of the court hearing the action or
proceeding determines that the person is fairly and reasonably entitled to
indemnity for such expenses. A corporation is required to provide the foregoing
indemnity to a director if the director is successful (on the merits or
otherwise) in his or her defense of the claim or proceeding. Article VIII,
Section 2(a) of the Certificate of Incorporation of the Company provides that
the Company shall indemnify its officers and directors to the full extent
permitted by Delaware law.

         Article VIII, Section 2(a) of the Company's Certificate of
Incorporation also provides that the Company shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such person
only if such proceeding was authorized by the Board of Directors, except as
otherwise provided in the Certificate of Incorporation. Any rights to
indemnification conferred in Section 2 are contract rights, and include the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition, except that, if the DGCL
requires, the payment of such expenses incurred by a director or officer in such
capacity in advance of final disposition shall be made only upon delivery to the
Company of an undertaking by or on behalf of such director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under Section 2 or otherwise. By
action of the Board of Directors, the Company may extend such indemnification to
employees and agents of the Company.

         An insurance policy obtained by the Company provides for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


<PAGE>

Item 8.  Exhibits

         See Exhibit Index

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offer.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 5(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration 


<PAGE>

statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>
<TABLE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on the 23rd
day of June, 1998.

                                     AMF BOWLING, INC.

                                     By: \s\ Douglas J. Standard.
                                         -----------------------------------
                                          (Douglas J. Stanard, President and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<CAPTION>

                 Signature                    Title                                    Date
                 ---------                    -----                                    ----

<S> <C>

           *                                  Chairman and Director                    June 23, 1998
---------------------------
Richard A. Friedman


                                              Director                                 June 23, 1998
           *
---------------------------
Terence M. O'Toole

                                              Director                                 June 23, 1998
           *
---------------------------
Peter M. Sacerdote


           *                                  President, Chief Executive Officer and   June 23, 1998
---------------------------                   Director
Douglas J. Stanard


                                              Executive Vice President,                June 23, 1998
           *                                  Chief Financial Officer,
---------------------------                   Treasurer (Principal
Stephen E. Hare                               Financial Officer) and Director




           *                                  Director                                 June 23, 1998
---------------------------
Charles M. Diker


<PAGE>


           *                                  Director                                 June 23, 1998
---------------------------
Paul B. Edgerley



                                                                                       June 23, 1998
           *                                  Director
---------------------------
Howard A. Lipson



                                                                                       June 23, 1998
           *                                  Director
---------------------------
Thomas R. Wall, IV

                                                                                       June 23, 1998
           *                                  Senior Vice President, Corporate
---------------------------                   Controller and Assistant Secretary
Michael P. Bardaro                            (Principal Accounting Officer)



*  By:  /s/ Douglas J. Stanard
      ---------------------------
            Douglas J. Stanard
            Attorney-in-Fact
</TABLE>




<PAGE>


                                  EXHIBIT INDEX



Exhibit Number                 Exhibit


   4.1            Restated Certificate of Incorporation of the Company filed as
                  Exhibit 3.1 to the Registration Statement on Form S-1 of the
                  Company (File No. 333-34099), is expressly incorporated
                  herein by this reference

   4.2            By-Laws of the Company filed as Exhibit 3.2 to the
                  Registration Statement on Form S-1 of the Company (File No.
                  333-34099), is expressly incorporated herein by this
                  reference

   4.3            Specimen of Common Stock Certificate filed as Exhibit 4.1 to
                  the Annual Report on Form 10-K of the Company for the fiscal
                  year ended December 31, 1997 (File No. 001-13539), is
                  expressly incorporated herein by this reference

   5              Opinion of McGuire, Woods, Battle & Boothe LLP

   23.1           Consent of Arthur Andersen LLP

   23.2           Consent of Price Waterhouse LLP

   23.3           Consent of Todres & Rubin

   23.4           Consent of McGuire, Woods, Battle & Boothe LLP (contained in
                  the opinion of counsel filed as Exhibit 5).

   24             Power of Attorney of directors and certain officers of the
                  Company.

   99             AMF Bowling, Inc. 1998 Stock Incentive Plan filed as Exhibit A
                  to the Company's definitive proxy statement for the Annual
                  Meeting of Stockholders held on May 19, 1998 (File No.
                  001-13539), is expressly incorporated herein by this reference
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21583}]
{"company-data": {"conformed-name": "AMF BOWLING INC", "cik": "0001044612", "assigned-sic": "7948", "irs-number": "133873268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57487", "film-number": "98652526"}, "business-address": {"street1": "8100 AMF DRIVE", "city": "RICHMOND", "state": "VA", "zip": "23111", "phone": "8047304000"}, "mail-address": {"street1": "8100 AMF DRIVE", "city": "MECHANICSVILLE", "state": "VA", "zip": "23111"}, "former-company": {"former-conformed-name": "AMF HOLDINGS INC", "date-changed": "19970818"}}
As filed with the Securities and Exchange Commission on June 23, 1998

                                                           File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                 --------------

                                AMF BOWLING, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                        13-3873268
(State or other jurisdiction of Incorporation                  (I.R.S. Employer
or organization)                                             Identification No.)

                                 8100 AMF Drive
                            Richmond, Virginia 23111
                                 (804) 730-4000
           (Address of principal executive office, including zip code)

                                AMF BOWLING, INC.
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               Douglas J. Stanard
                      President and Chief Executive Officer
                                AMF Bowling, Inc.
                                 8100 AMF Drive
                            Richmond, Virginia 23111
                                 (804) 730-4000
                (Name, address, including zip code, and telephone
                    number, including area code, of agent for
                  service of process and registrant's principal
                               executive offices)

Copies of all communications, including communications sent to agent for
service, should be sent to:

                           Joseph C. Carter, III, Esq.
                       McGuire, Woods, Battle & Boothe LLP
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                          Proposed
 Title of securities to be registered    Amount to be      maximum       Proposed maximum
                                         Registered(1)    offering      Aggregate offering          Amount of
                                                          price per            price(2)         Registration Fee(2)
                                                           share(2)
-------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share  2,000,000        $23.4375        $46,875,000.00           $13,828.13
                                         shs.
-------------------------------------------------------------------------------------------------------------------
-----------------------------------------

(1)   This Registration Statement is also deemed, pursuant to Instruction E to
      Form S-8, to relate to 1,718,201 shares of common stock previously
      registered on Form S-8 (File No. 333-41773) in connection with a
      predecessor plan, with respect to which a registration fee of $10,802.65
      has been paid.

(2)   Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended, solely for the purpose of calculating the registration fee.
      The registration fee is based on the average of the high and low prices of
      AMF Bowling, Inc. Common Stock on the New York Stock Exchange on
      June 19, 1998.
EXPLANATORY STATEMENT

         A total of 1,767,151 shares of common stock of AMF Bowling, Inc. ("the
Company") were registered by Registration Statement on Form S-8, File No.
333-41773, for issuance in connection with the AMF Bowling, Inc. 1996 Stock
Incentive Plan (the "1996 Plan"). On May 19, 1998, the stockholders of the
Company approved the AMF Bowling, Inc. 1998 Stock Incentive Plan (the "1998
Plan"). A total of 1,718,201 shares of common stock of the Company which were
registered in connection with the 1996 Plan have not been issued under the 1996
Plan and may, pursuant to the terms of the 1998 Plan, be issued under the 1998
Plan. In accordance with Instruction E to Form S-8 and the telephonic
interpretation of the Securities and Exchange Commission contained in Section G
of the Division of Corporation Finance's Manual of Publicly Available Telephone
Interpretations (July 1997), the 1,718,201 shares of common stock of the
Company referenced above are carried forward to, and deemed covered by, the
Registration Statement on Form S-8 filed on or about the date hereof in
connection with the 1998 Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to eligible employees by the Company as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Securities and Exchange Commission (the "SEC") either as part
of this Registration Statement or as prospectus supplements pursuant to Rule 424
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Company with the SEC are
incorporated herein by reference and made a part hereof:

          1.   The Company's Annual Report on Form 10-K (File No. 001-13539) for
               the year ended December 31, 1997.

          2.   The Company's Quarterly Report on Form 10-Q (File No. 001-13539)
               for the quarter ended March 31, 1998.
3.   The Company's report on Form 8-K (File No. 001-13539), dated May
               7, 1998.

          4.   The Company's report on Form 8-K (File No. 001-13539), dated
               April 27, 1998.

          5.   The description of the Company's Common Stock contained in the
               Registration Statement on Form 8-A filed with the SEC on October
               27, 1997 (File No. 001-13539).

         All documents, filed subsequent to the date hereof by the Company with
the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").

         Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a corporation may eliminate or limit the
personal liability of a director (or certain persons who, pursuant to the
provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (which provides for liability of directors for unlawful
payments of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which the director derived an improper personal benefit.
Article VIII, Section 1 of the Company's Certificate of Incorporation
limits the liability of directors thereof to the full extent permitted by
Section 102(b)(7) of the DGCL.

         Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any action, suit or proceeding brought by third
parties to which they may be made parties by reason of their being or having
been directors, officers, employees or agents of the corporation, if such
persons acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In addition, a corporation may indemnify any such person for
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of any such action or suit
by or in the right of the corporation if the person acted in good faith and in a
manner that the person reasonably believed to be in or not opposed to the best
interests of the corporation; however, the corporation may not indemnify the
person for such expenses in a suit or action by or on behalf of the corporation
unless the Delaware Court of Chancery of the court hearing the action or
proceeding determines that the person is fairly and reasonably entitled to
indemnity for such expenses. A corporation is required to provide the foregoing
indemnity to a director if the director is successful (on the merits or
otherwise) in his or her defense of the claim or proceeding. Article VIII,
Section 2(a) of the Certificate of Incorporation of the Company provides that
the Company shall indemnify its officers and directors to the full extent
permitted by Delaware law.

         Article VIII, Section 2(a) of the Company's Certificate of
Incorporation also provides that the Company shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such person
only if such proceeding was authorized by the Board of Directors, except as
otherwise provided in the Certificate of Incorporation. Any rights to
indemnification conferred in Section 2 are contract rights, and include the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition, except that, if the DGCL
requires, the payment of such expenses incurred by a director or officer in such
capacity in advance of final disposition shall be made only upon delivery to the
Company of an undertaking by or on behalf of such director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under Section 2 or otherwise. By
action of the Board of Directors, the Company may extend such indemnification to
employees and agents of the Company.

         An insurance policy obtained by the Company provides for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits

         See Exhibit Index

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offer.

                  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 5(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on the 23rd
day of June, 1998.

                                     AMF BOWLING, INC.

                                     By: \s\ Douglas J. Standard.
                                         -----------------------------------
                                          (Douglas J. Stanard, President and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                    Title                                    Date
                 ---------                    -----                                    ----
*                                  Chairman and Director                    June 23, 1998
---------------------------
Richard A. Friedman

                                              Director                                 June 23, 1998
           *
---------------------------
Terence M. O'Toole

                                              Director                                 June 23, 1998
           *
---------------------------
Peter M. Sacerdote

           *                                  President, Chief Executive Officer and   June 23, 1998
---------------------------                   Director
Douglas J. Stanard

                                              Executive Vice President,                June 23, 1998
           *                                  Chief Financial Officer,
---------------------------                   Treasurer (Principal
Stephen E. Hare                               Financial Officer) and Director

           *                                  Director                                 June 23, 1998
---------------------------
Charles M. Diker
*                                  Director                                 June 23, 1998
---------------------------
Paul B. Edgerley

                                                                                       June 23, 1998
           *                                  Director
---------------------------
Howard A. Lipson

                                                                                       June 23, 1998
           *                                  Director
---------------------------
Thomas R. Wall, IV

                                                                                       June 23, 1998
           *                                  Senior Vice President, Corporate
---------------------------                   Controller and Assistant Secretary
Michael P. Bardaro                            (Principal Accounting Officer)

*  By:  /s/ Douglas J. Stanard
      ---------------------------
            Douglas J. Stanard
            Attorney-in-Fact
EXHIBIT INDEX

Exhibit Number                 Exhibit

   4.1            Restated Certificate of Incorporation of the Company filed as
                  Exhibit 3.1 to the Registration Statement on Form S-1 of the
                  Company (File No. 333-34099), is expressly incorporated
                  herein by this reference

   4.2            By-Laws of the Company filed as Exhibit 3.2 to the
                  Registration Statement on Form S-1 of the Company (File No.
                  333-34099), is expressly incorporated herein by this
                  reference

   4.3            Specimen of Common Stock Certificate filed as Exhibit 4.1 to
                  the Annual Report on Form 10-K of the Company for the fiscal
                  year ended December 31, 1997 (File No. 001-13539), is
                  expressly incorporated herein by this reference

   5              Opinion of McGuire, Woods, Battle & Boothe LLP

   23.1           Consent of Arthur Andersen LLP

   23.2           Consent of Price Waterhouse LLP

   23.3           Consent of Todres & Rubin

   23.4           Consent of McGuire, Woods, Battle & Boothe LLP (contained in
                  the opinion of counsel filed as Exhibit 5).

   24             Power of Attorney of directors and certain officers of the
                  Company.

   99             AMF Bowling, Inc. 1998 Stock Incentive Plan filed as Exhibit A
                  to the Company's definitive proxy statement for the Annual
                  Meeting of Stockholders held on May 19, 1998 (File No.
                  001-13539), is expressly incorporated herein by this reference