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<B><FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on July 21, 2000</P>
</B><P ALIGN="RIGHT">Registration No. 333- </P>
</FONT><P><HR SIZE=4></P>
<FONT SIZE=2><P ALIGN="JUSTIFY">&#9;</P>
</FONT><B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
</B><FONT SIZE=2>WASHINGTON, D.C. 20549</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">FORM S-8</P>
</B></FONT><FONT SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT<BR>
Under<BR>
THE SECURITIES ACT OF 1933</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">AMERICAN WOODMARK CORPORATION<BR>
</B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P>
<P ALIGN="CENTER">VIRGINIA&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;54-1138147</P>
<P ALIGN="CENTER">(State or other jurisdiction&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; (I.R.S. Employer Identification Number)<BR>
of incorporation or organization) &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</P>
<P ALIGN="CENTER">3102 SHAWNEE DRIVE, WINCHESTER VIRGINIA 22601<BR>
(Address, including zip code, of registrant's principal executive offices)</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">1999 STOCK OPTION PLAN FOR EMPLOYEES<BR>
(Full title of the plan)</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">JAMES J. GOSA<BR>
PRESIDENT AND CHIEF EXECUTIVE OFFICER<BR>
AMERICAN WOODMARK CORPORATION<BR>
3102 SHAWNEE DRIVE<BR>
WINCHESTER, VIRGINIA 22601<BR>
(540) 665-9116<BR>
(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)</P>
<P ALIGN="CENTER">With a copy to:</P>
<P ALIGN="CENTER">R. Gordon Smith, Esq.<BR>
McGuire, Woods, Battle &amp; Boothe LLP<BR>
One James Center<BR>
901 East Cary Street<BR>
Richmond, Virginia 23219<BR>
(804) 775-4347</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></FONT>
<TABLE BORDER CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=8 WIDTH=630>
<TR><TD WIDTH="27%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=1>&nbsp;Title of Securities to be Registered</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Amount to be Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=1><P>American Woodmark Corporation Common Stock, $1.00 par value per share......&#9;</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">1,000,000 (1)(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 18.75 (3)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$ 18.75 (3)</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$4,950 </FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="JUSTIFY">_________________</P>
<OL>

<P ALIGN="JUSTIFY"><LI>The number of shares being registered represents shares of Common Stock of American Woodmark Corporation (the "Company") authorized and reserved for issuance under the Company's 1999 Stock Option Plan for Employees. </LI></P>
<P ALIGN="JUSTIFY"><LI>Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions.</LI></P>
<P ALIGN="JUSTIFY"><LI>In accordance with Rule 457(h), estimated pursuant to Rule 457(c) solely for purposes of calculating the registration fee. Based on the average of the high and low prices for the Common Stock reported on The Nasdaq Stock Market on
July18, 2000.</LI></P></OL>

</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">INTRODUCTION</P>
<P ALIGN="JUSTIFY">This Registration Statement on Form S-8 is filed by American Woodmark Corporation, a Virginia corporation (the "Company" or the "Registrant"), relating to 1,000,000 shares of its common stock, par value $1.00 per share (the "Common
Stock") issuable to eligible employees of the Company under the Company's 1999 Stock Option Plan for Employees (the "Plan"). </P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P ALIGN="JUSTIFY">Item 1. <U>Plan Information</P><DIR>

</U><P ALIGN="JUSTIFY">Not required to be filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.</P></DIR>

<P ALIGN="JUSTIFY">Item 2. <U>Registrant Information and Employee Plan Annual Information</P><DIR>

</U><P ALIGN="JUSTIFY">Not required to be filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.</P>
<P ALIGN="JUSTIFY">&nbsp;</P></DIR>

<P ALIGN="JUSTIFY">PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item 3. <U>Incorporation of Documents by Reference</P>
</U><P ALIGN="JUSTIFY">The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Company's Annual Report on Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000.</LI></P>
<P ALIGN="JUSTIFY"><LI>All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Company's annual report referred to in (a) above.</LI></P>

<P ALIGN="JUSTIFY"><LI>The description of the Common Stock, contained in the Company's Registration Statement on Form 8-A (File No. 000-14798) filed with the Commission on July 15, 1986 under Section 12 of the Exchange Act.</LI></P></OL>

<P ALIGN="JUSTIFY">Each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document or report incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission
until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement.</P>
<P ALIGN="JUSTIFY">Item 4. <U>Description of Securities</P><DIR>

</U><P ALIGN="JUSTIFY">Not Applicable.</P></DIR>

<P ALIGN="JUSTIFY">Item 5. <U>Interests of Named Experts and Counsel</P><DIR>

</U><P ALIGN="JUSTIFY">Not Applicable.</P></DIR>

<P ALIGN="JUSTIFY">Item 6. <U>Indemnification of Directors and Officers</P>
</U><P ALIGN="JUSTIFY">Article 10 of the Virginia Stock Corporation Act allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a party to any action, suit, or proceeding by reason of the
fact that he or she is, or was, a director, officer, employee, or agent of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his conduct was
unlawful. Article&nbsp;9 of the Virginia Stock Corporation Act provides limitations on damages payable by officers and directors, except in cases of willful misconduct or knowing violation of criminal law or any federal or state securities law.</P>
<P ALIGN="JUSTIFY">The Company's Articles of Incorporation provide for mandatory indemnification of its directors and officers against liability incurred by them in proceedings instituted or threatened against them by third parties, or by or on behalf of
the Company itself, relating to the manner in which they performed their duties unless they have been guilty of willful misconduct or a knowing violation of the criminal law.</P>
<P ALIGN="JUSTIFY">The Company has purchased directors' and officers' liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company and its subsidiaries against certain losses
resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for losses as permitted
under the laws of Virginia. </P>
<P ALIGN="JUSTIFY">Item 7. <U>Exemption from Registration Claimed</P><DIR>

</U><P ALIGN="JUSTIFY">Not Applicable.</P></DIR>

<P ALIGN="JUSTIFY">Item 8. <U>Exhibits</P>
</U><P ALIGN="JUSTIFY">Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:</P>
<U><P ALIGN="JUSTIFY">Exhibit No.</P><DIR>

</U><P ALIGN="JUSTIFY">4.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit&nbsp;4.1 to the Company's Form 10-K (FileNo. 000-14798) for the fiscal year ended April 30, 1987). </P>
<P ALIGN="JUSTIFY">4.2 &nbsp;Bylaws of the Company, as amended (incorporated by reference to Exhibit&nbsp;4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000).</P>
<P ALIGN="JUSTIFY">5&nbsp; &nbsp; Opinion and Consent of McGuire, Woods, Battle &amp; Boothe LLP, counsel to the Company, as to the validity of the Common Stock offered hereunder.</P>
<P ALIGN="JUSTIFY">23.1 Consent of Ernst &amp; Young LLP, independent auditors.</P>
<P ALIGN="JUSTIFY">23.2 Consent of McGuire, Woods, Battle &amp; Boothe LLP, counsel to the Company, included in the opinion filed as Exhibit 5 hereto.</P>
<P ALIGN="JUSTIFY">99&nbsp;&nbsp;American Woodmark Corporation 1999 Stock Option Plan for Employees.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">&nbsp;</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">Item 9. <U>Undertakings</P><DIR>
<DIR>
<DIR>

</U><P ALIGN="JUSTIFY">(a)&#9;The undersigned Registrant hereby undertakes:</P><DIR>

<P ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: </P>
<P ALIGN="JUSTIFY">(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.</P>
<P ALIGN="JUSTIFY">(ii)&#9;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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement.</P>
<P ALIGN="JUSTIFY">(iii)&#9;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.</P></DIR>
</DIR>

<I><P ALIGN="JUSTIFY">Provided, however</I>, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.</P>
<P ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 <I>bona fide</I> offering thereof.</P>
<P ALIGN="JUSTIFY">(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 the offering.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">(b)&#9;The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 <I>bona fide</I> offering thereof.</P>
<P ALIGN="JUSTIFY">(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.</P>
<P ALIGN="CENTER">SIGNATURES</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, 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 Winchester, Commonwealth of Virginia, on July 21, 2000.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">AMERICAN WOODMARK CORPORATION</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>By: <U>/s/ JAMES J. GOSA<BR>
</U>&nbsp; &nbsp; &nbsp; &nbsp;James J. Gosa<BR>
&nbsp; &nbsp; &nbsp; &nbsp;President and Chief Executive Officer</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.</P></DIR>
</FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="CENTER"><U><FONT SIZE=2>Signature</U></FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;James J. Gosa&#9;<BR>
</U>James J. Gosa</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="CENTER">President, Chief Executive Officer and Director<BR>
(Principal Executive Officer)</DIR>
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Kent B. Guichard&#9;<BR>
</U>Kent B. Guichard</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="CENTER">Senior Vice President, Finance, Chief Financial Officer and Director<BR>
(Principal Financial Officer)</DIR>
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;William A. Armstrong<BR>
</U>William A. Armstrong</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="CENTER">Corporate Controller<BR>
(Principal Accounting Officer)</DIR>
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;William F. Brandt, Jr.<BR>
</U>William F. Brandt, Jr.</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP"><DIR>

<FONT SIZE=2><P ALIGN="CENTER">Chairman of the Board and Director<BR>
(Principal Executive Officer)</DIR>
</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Daniel T. Carroll<BR>
</U>Daniel T. Carroll</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Martha M. Dally<BR>
</U>Martha M. Dally</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Fred S. Grunewald<BR>
</U>Fred S. Grunewald</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Kent J. Hussey<BR>
</U>Kent J. Hussey</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;Albert L. Prillaman<BR>
</U>Albert L. Prillaman</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">/s/ &#9;C. Anthony Wainwright<BR>
</U>C. Anthony Wainwright</DIR>
</FONT></TD>
<TD WIDTH="51%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">July 21, 2000</FONT></TD>
</TR>
</TABLE>
<DIR>

<U><FONT SIZE=2><P ALIGN="CENTER">Exhibit Index</P>
</U><P ALIGN="JUSTIFY">The following exhibits are filed herewith as part of, or incorporated by reference in, this Registration Statement:</P>
<U><P ALIGN="JUSTIFY">Exhibit No.</U>&#9;</P><DIR>

<P ALIGN="JUSTIFY">4.1&nbsp; &nbsp; &nbsp;Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit&nbsp;4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 1987).</P>
<P ALIGN="JUSTIFY">4.2&nbsp; &nbsp; &nbsp;Bylaws of the Company, as amended (incorporated by reference to Exhibit&nbsp;4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000).</P>
<P ALIGN="JUSTIFY">5&nbsp; &nbsp; &nbsp; &nbsp; Opinion and Consent of McGuire, Woods, Battle &amp; Boothe LLP, counsel to the Company, as to the validity of the Common Stock offered hereunder.</P>
<P ALIGN="JUSTIFY">23.1 &nbsp;Consent of Ernst &amp; Young LLP, independent auditors.</P>
<P ALIGN="JUSTIFY">23.2&nbsp; &nbsp;Consent of McGuire, Woods, Battle &amp; Boothe LLP, counsel to the Company, included in the opinion filed as Exhibit 5 hereto.</P>
<P ALIGN="JUSTIFY">99&nbsp; &nbsp; &nbsp; &nbsp;American Woodmark Corporation 1999 Stock Option Plan for Employees.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">&nbsp;</P></DIR>
</DIR>

</FONT><FONT FACE="Arial"><P>&nbsp;</P>
</FONT><FONT SIZE=2><P>&#9;</P></DIR>
</DIR>
</FONT></BODY>
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{"company-data": {"conformed-name": "AMERICAN WOODMARK CORP", "cik": "0000794619", "assigned-sic": "2430", "irs-number": "541138147", "state-of-incorporation": "VA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41900", "film-number": "676488"}, "business-address": {"street1": "3102 SHAWNEE DR", "city": "WINCHESTER", "state": "VA", "zip": "22601", "phone": "5406659100"}, "mail-address": {"street1": "PO BOX 1980", "city": "WINCHESTER", "state": "VA", "zip": "22604-8090"}}
Form S-8 1999 Stock Option Plan for Employees
As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICAN WOODMARK CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA                                                         54-1138147
(State or other jurisdiction                              (I.R.S. Employer Identification Number)
of incorporation or organization)
3102 SHAWNEE DRIVE, WINCHESTER VIRGINIA 22601
(Address, including zip code, of registrant's principal executive offices)
1999 STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
JAMES J. GOSA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN WOODMARK CORPORATION
3102 SHAWNEE DRIVE
WINCHESTER, VIRGINIA 22601
(540) 665-9116
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
R. Gordon Smith, Esq.
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-4347
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
American Woodmark Corporation Common Stock, $1.00 par value per share......
1,000,000 (1)(2)
$ 18.75 (3)
$ 18.75 (3)
$4,950
_________________
The number of shares being registered represents shares of Common Stock of American Woodmark Corporation (the "Company") authorized and reserved for issuance under the Company's 1999 Stock Option Plan for Employees.
Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions.
In accordance with Rule 457(h), estimated pursuant to Rule 457(c) solely for purposes of calculating the registration fee. Based on the average of the high and low prices for the Common Stock reported on The Nasdaq Stock Market on
July18, 2000.
INTRODUCTION
This Registration Statement on Form S-8 is filed by American Woodmark Corporation, a Virginia corporation (the "Company" or the "Registrant"), relating to 1,000,000 shares of its common stock, par value $1.00 per share (the "Common
Stock") issuable to eligible employees of the Company under the Company's 1999 Stock Option Plan for Employees (the "Plan").
Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information
Not required to be filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.
Item 2.
Registrant Information and Employee Plan Annual Information
Not required to be filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:
The Company's Annual Report on Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000.
All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Company's annual report referred to in (a) above.
The description of the Common Stock, contained in the Company's Registration Statement on Form 8-A (File No. 000-14798) filed with the Commission on July 15, 1986 under Section 12 of the Exchange Act.
Each document or report subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document or report incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission
until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement.
Item 4.
Description of Securities
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
Not Applicable.
Item 6.
Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a party to any action, suit, or proceeding by reason of the
fact that he or she is, or was, a director, officer, employee, or agent of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his conduct was
unlawful. Article 9 of the Virginia Stock Corporation Act provides limitations on damages payable by officers and directors, except in cases of willful misconduct or knowing violation of criminal law or any federal or state securities law.
The Company's Articles of Incorporation provide for mandatory indemnification of its directors and officers against liability incurred by them in proceedings instituted or threatened against them by third parties, or by or on behalf of
the Company itself, relating to the manner in which they performed their duties unless they have been guilty of willful misconduct or a knowing violation of the criminal law.
The Company has purchased directors' and officers' liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company and its subsidiaries against certain losses
resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for losses as permitted
under the laws of Virginia.
Item 7.
Exemption from Registration Claimed
Not Applicable.
Item 8.
Exhibits
Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:
Exhibit No.
4.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K (FileNo. 000-14798) for the fiscal year ended April 30, 1987).
4.2  Bylaws of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000).
5    Opinion and Consent of McGuire, Woods, Battle & Boothe LLP, counsel to the Company, as to the validity of the Common Stock offered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of McGuire, Woods, Battle & Boothe LLP, counsel to the Company, included in the opinion filed as Exhibit 5 hereto.
99  American Woodmark Corporation 1999 Stock Option Plan for Employees.
Item 9.
Undertakings
(a)	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 of 1933.
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 the offering.
(b)	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Winchester, Commonwealth of Virginia, on July 21, 2000.
AMERICAN WOODMARK CORPORATION
By:
/s/ JAMES J. GOSA
James J. Gosa
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ 	James J. Gosa
James J. Gosa
President, Chief Executive Officer and Director
(Principal Executive Officer)
July 21, 2000
/s/ 	Kent B. Guichard
Kent B. Guichard
Senior Vice President, Finance, Chief Financial Officer and Director
(Principal Financial Officer)
July 21, 2000
/s/ 	William A. Armstrong
William A. Armstrong
Corporate Controller
(Principal Accounting Officer)
July 21, 2000
/s/ 	William F. Brandt, Jr.
William F. Brandt, Jr.
Chairman of the Board and Director
(Principal Executive Officer)
July 21, 2000
/s/ 	Daniel T. Carroll
Daniel T. Carroll
Director
July 21, 2000
/s/ 	Martha M. Dally
Martha M. Dally
Director
July 21, 2000
/s/ 	Fred S. Grunewald
Fred S. Grunewald
Director
July 21, 2000
/s/ 	Kent J. Hussey
Kent J. Hussey
Director
July 21, 2000
/s/ 	Albert L. Prillaman
Albert L. Prillaman
Director
July 21, 2000
/s/ 	C. Anthony Wainwright
C. Anthony Wainwright
Director
July 21, 2000
Exhibit Index
The following exhibits are filed herewith as part of, or incorporated by reference in, this Registration Statement:
Exhibit No.
4.1     Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 1987).
4.2     Bylaws of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2000).
5        Opinion and Consent of McGuire, Woods, Battle & Boothe LLP, counsel to the Company, as to the validity of the Common Stock offered hereunder.
23.1  Consent of Ernst & Young LLP, independent auditors.
23.2   Consent of McGuire, Woods, Battle & Boothe LLP, counsel to the Company, included in the opinion filed as Exhibit 5 hereto.
99       American Woodmark Corporation 1999 Stock Option Plan for Employees.