<PAGE>

    As filed with the Securities and Exchange Commission on August 6, 1999
                                                            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           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

                  STOCK OPTION AGREEMENT DATED APRIL 28, 1999
                           (Full title of the plan)

                                Roland C. Smith
                     President and Chief Executive Officer
                               AMF Bowling, Inc.
                                8100 AMF Drive
                           Richmond, Virginia 23111
                                (804) 730-4000
(Name, address and telephone number, including area code, of agent for service
                                  of process)

   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

<TABLE>
<CAPTION>

Title of Securities to be Registered     Amount to be      Proposed Maximum Offering        Proposed Maximum          Amount of
                                          Registered            Price per Share         Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                          <C>                         <C>
Common Stock, par value $0.01 per share  1,000,000 shs. (1)        $5.2813(2)                 $5,281,300(2)             $1,469
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.
(2) Pursuant to Rule 457(h), computed based upon the price at which the option
    under the Stock Option Agreement may be exercised.
<PAGE>

                                  INTRODUCTION

  This registration statement on Form S-8 is filed by AMF Bowling, Inc., a
Delaware corporation, relating to 1,000,000 shares of its common stock, par
value $0.01 per share (the "Common Stock") authorized and reserved for issuance
under the Stock Option Agreement, dated April 28, 1999 (the "Plan"), between AMF
and Roland C. Smith, AMF's President and Chief Executive Officer (the
"Employee").  The option granted to the Employee under the Plan is also subject
to the terms of the AMF Bowling, Inc. 1998 Stock Incentive Plan, as amended, and
the shares of Common Stock to be delivered to the Employee upon exercise of the
option will be subject to the terms of the Stockholders Agreement, dated as of
April 30, 1996, as amended from time to time, between AMF and certain of its
stockholders.


                                     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 AMF with the SEC are incorporated herein
by reference and made a part hereof:

     1.  Annual Report on Form 10-K (File No. 001-13539) for the year ended
         December 31, 1998.

     2.  Quarterly Report on Form 10-Q (File No. 001-13539) for the quarter
         ended March 31, 1999.

     3.  Current Reports on Form 8-K (File No. 001-13539), filed with the SEC on
         May 5, 1999, June 28, 1999, June 29, 1999 and July 30, 1999.

     4.  The description of AMF'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 AMF with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment hereto that indicates that all securities offered hereby
have been sold or that de-registers 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, are collectively 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

                                       2
<PAGE>

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 Delaware General Corporation Law (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 AMF's Restated
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 interests 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 Restated Certificate of Incorporation of AMF provides that
AMF shall indemnify its officers and directors to the full extent permitted by
Delaware law.

         Article VIII, Section 2(a) of AMF's Restated Certificate of
Incorporation also provides that AMF 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 Restated Certificate of Incorporation. Any rights to
indemnification conferred in Section 2 are contract rights, and include the
right to be paid by AMF 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 AMF 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, AMF may extend such indemnification to employees and agents of
AMF.

                                       3
<PAGE>

         An insurance policy obtained by AMF provides for indemnification of
officers and directors of AMF 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 with or furnished to the SEC
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 offering.

            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 15(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

                                       4
<PAGE>

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.

                                       5
<PAGE>

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 6th day of
August, 1999.

                                    AMF BOWLING, INC.


                                    By: /s/ Roland C. Smith
                                       -------------------------------------
                                       Roland C. Smith
                                       President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

                     Signature                                   Title                           Date
                     ---------                                   -----                           ----
<S>                                                   <C>                                    <C>
/s/ Richard A. Friedman*                              Chairman of the Board and Director     August 6, 1999
----------------------------------------------------
Richard A. Friedman

/s/ Terence M. O'Toole*                               Director                               August 6, 1999
----------------------------------------------------
Terence M. O'Toole

/s/ Peter M. Sacerdote*                               Director                               August 6, 1999
----------------------------------------------------
Peter M. Sacerdote

/s/ Roland C. Smith                                   President and Chief Executive          August 6, 1999
----------------------------------------------------  Officer (Principal Executive
Roland C. Smith                                       Officer) and Director

/s/ Stephen E. Hare*                                  Executive Vice President, Chief        August 6, 1999
----------------------------------------------------  Financial Officer, Treasurer
Stephen E. Hare                                       (Principal Financial Officer) and
                                                      Director

/s/ Charles M. Diker*                                 Director                               August 6, 1999
----------------------------------------------------
Charles M. Diker

/s/ Paul B. Edgerley*                                 Director                               August 6, 1999
----------------------------------------------------
Paul B. Edgerley

/s/ Howard A. Lipson*                                 Director                               August 6, 1999
----------------------------------------------------
Howard A. Lipson

</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                     Signature                                   Title                           Date
                     ---------                                   -----                           ----
<S>                                                   <C>                                    <C>
/s/ Thomas R. Wall, IV*                               Director                               August 6, 1999
----------------------------------------------------
Thomas R. Wall, IV

/s/ Michael P. Bardaro*                               Senior Vice President, Corporate       August 6, 1999
----------------------------------------------------  Controller and Assistant Secretary
Michael P. Bardaro                                    (Principal Accounting Officer)


*  By: /s/ Roland C. Smith
      ----------------------------------------------
      Roland C. Smith
      Attorney-in-Fact

</TABLE>

                                       7
<PAGE>

                                 EXHIBIT INDEX



Exhibit Number                           Exhibit
--------------                           -------


      4.1        Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit 3.1 to AMF's Registration Statement on
                 Form S-1 (File No. 333-34099))

      4.2        By-Laws (incorporated by reference to Exhibit 3.1 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

      4.3        Specimen of Common Stock Certificate (incorporated by reference
                 to Exhibit 4.1 to AMF's Annual Report on Form 10-K for the year
                 ended December 31, 1997 (File No. 001-13539))

      5          Opinion of McGuire, Woods, Battle & Boothe LLP (a)

     23.1        Consent of Arthur Andersen LLP (a)

     23.2        Consent of PricewaterhouseCoopers LLP (a)

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

     24          Powers of Attorney of directors and certain officers of AMF (a)

     99.1        Stock Option Agreement, dated April 28, 1999, between AMF and
                 Roland C. Smith (incorporated by reference to Exhibit 10.2 to
                 AMF's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1999 (File No. 001-13539))

     99.2        AMF Bowling, Inc. 1998 Stock Incentive Plan (incorporated by
                 reference to Exhibit A to AMF's Definitive Schedule 14A (File
                 No. 001-13539) filed with the SEC on March 27, 1998)

     99.3        Amendment to the AMF Bowling, Inc. 1998 Stock Incentive Plan
                 (incorporated by reference to Exhibit A to AMF's Definitive
                 Schedule 14A (File No. 001-13539) filed with the SEC on March
                 13, 1999)

     99.4        Stockholders Agreement, dated as of April 30, 1996 (the
                 "Stockholders Agreement"), between AMF and certain of its
                 stockholders (incorporated by reference to Exhibit 10.4 to the
                 Registration Statement on Form S-4 of AMF Bowling Worldwide,
                 Inc. (formerly AMF Group Inc.)(File No. 333-4877))

     99.5        Amendment No. 1, dated as of May 28, 1996, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.5 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.6        Amendment No. 2, dated as of May 31, 1996, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.6 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.7        Amendment No. 3, dated as of January 17, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.7 to AMF's Registration Statement on Form S-1 (File No. 333-
                 34099))

     99.8        Amendment No. 4, dated as of January 17, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.8 to AMF's Registration Statement on Form S-1 (File No. 333-
                 34099))
<PAGE>

     99.9        Amendment No. 5, dated as of July 31, 1997, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.9 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.10       Amendment No. 6, dated as of December 31, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.10 to AMF's Annual Report on Form 10-K for the year ended
                 December 31, 1997 (File No. 001-13539))

     99.11       Amendment No. 7, dated as of January 1, 1998, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.11 to AMF's Annual Report on Form 10-K for the year ended
                 December 31, 1997 (File No. 001-13539))

(a)  Filed with this registration statement.
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION AGREEMENT DATED APRIL 28, 1999", "secsgml_size_bytes": 23094}]
{"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": "333-84629", "film-number": "99679302"}, "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 August 6, 1999
                                                            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           (I.R.S. Employer Identification No.)
 incorporation or organization)

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

                  STOCK OPTION AGREEMENT DATED APRIL 28, 1999
                           (Full title of the plan)

                                Roland C. Smith
                     President and Chief Executive Officer
                               AMF Bowling, Inc.
                                8100 AMF Drive
                           Richmond, Virginia 23111
                                (804) 730-4000
(Name, address and telephone number, including area code, of agent for service
                                  of process)

   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
Title of Securities to be Registered     Amount to be      Proposed Maximum Offering        Proposed Maximum          Amount of
                                          Registered            Price per Share         Aggregate Offering Price    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share  1,000,000 shs. (1)        $5.2813(2)                 $5,281,300(2)             $1,469
------------------------------------------------------------------------------------------------------------------------------------
-----------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
    offered as a result of stock splits, stock dividends or similar
    transactions.
(2) Pursuant to Rule 457(h), computed based upon the price at which the option
    under the Stock Option Agreement may be exercised.
INTRODUCTION

  This registration statement on Form S-8 is filed by AMF Bowling, Inc., a
Delaware corporation, relating to 1,000,000 shares of its common stock, par
value $0.01 per share (the "Common Stock") authorized and reserved for issuance
under the Stock Option Agreement, dated April 28, 1999 (the "Plan"), between AMF
and Roland C. Smith, AMF's President and Chief Executive Officer (the
"Employee").  The option granted to the Employee under the Plan is also subject
to the terms of the AMF Bowling, Inc. 1998 Stock Incentive Plan, as amended, and
the shares of Common Stock to be delivered to the Employee upon exercise of the
option will be subject to the terms of the Stockholders Agreement, dated as of
April 30, 1996, as amended from time to time, between AMF and certain of its
stockholders.

                                     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 AMF with the SEC are incorporated herein
by reference and made a part hereof:

     1.  Annual Report on Form 10-K (File No. 001-13539) for the year ended
         December 31, 1998.

     2.  Quarterly Report on Form 10-Q (File No. 001-13539) for the quarter
         ended March 31, 1999.

     3.  Current Reports on Form 8-K (File No. 001-13539), filed with the SEC on
         May 5, 1999, June 28, 1999, June 29, 1999 and July 30, 1999.

     4.  The description of AMF'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 AMF with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a post-
effective amendment hereto that indicates that all securities offered hereby
have been sold or that de-registers 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, are collectively 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

                                       2
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 Delaware General Corporation Law (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 AMF's Restated
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 interests 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 Restated Certificate of Incorporation of AMF provides that
AMF shall indemnify its officers and directors to the full extent permitted by
Delaware law.

         Article VIII, Section 2(a) of AMF's Restated Certificate of
Incorporation also provides that AMF 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 Restated Certificate of Incorporation. Any rights to
indemnification conferred in Section 2 are contract rights, and include the
right to be paid by AMF 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 AMF 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, AMF may extend such indemnification to employees and agents of
AMF.

                                       3
An insurance policy obtained by AMF provides for indemnification of
officers and directors of AMF 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 with or furnished to the SEC
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 offering.

            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 15(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

                                       4
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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 6th day of
August, 1999.

                                    AMF BOWLING, INC.

                                    By: /s/ Roland C. Smith
                                       -------------------------------------
                                       Roland C. Smith
                                       President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                   Title                           Date
                     ---------                                   -----                           ----
/s/ Richard A. Friedman*                              Chairman of the Board and Director     August 6, 1999
----------------------------------------------------
Richard A. Friedman

/s/ Terence M. O'Toole*                               Director                               August 6, 1999
----------------------------------------------------
Terence M. O'Toole

/s/ Peter M. Sacerdote*                               Director                               August 6, 1999
----------------------------------------------------
Peter M. Sacerdote

/s/ Roland C. Smith                                   President and Chief Executive          August 6, 1999
----------------------------------------------------  Officer (Principal Executive
Roland C. Smith                                       Officer) and Director

/s/ Stephen E. Hare*                                  Executive Vice President, Chief        August 6, 1999
----------------------------------------------------  Financial Officer, Treasurer
Stephen E. Hare                                       (Principal Financial Officer) and
                                                      Director

/s/ Charles M. Diker*                                 Director                               August 6, 1999
----------------------------------------------------
Charles M. Diker

/s/ Paul B. Edgerley*                                 Director                               August 6, 1999
----------------------------------------------------
Paul B. Edgerley

/s/ Howard A. Lipson*                                 Director                               August 6, 1999
----------------------------------------------------
Howard A. Lipson
6
Signature                                   Title                           Date
                     ---------                                   -----                           ----
/s/ Thomas R. Wall, IV*                               Director                               August 6, 1999
----------------------------------------------------
Thomas R. Wall, IV

/s/ Michael P. Bardaro*                               Senior Vice President, Corporate       August 6, 1999
----------------------------------------------------  Controller and Assistant Secretary
Michael P. Bardaro                                    (Principal Accounting Officer)

*  By: /s/ Roland C. Smith
      ----------------------------------------------
      Roland C. Smith
      Attorney-in-Fact
7
EXHIBIT INDEX

Exhibit Number                           Exhibit
--------------                           -------

      4.1        Restated Certificate of Incorporation (incorporated by
                 reference to Exhibit 3.1 to AMF's Registration Statement on
                 Form S-1 (File No. 333-34099))

      4.2        By-Laws (incorporated by reference to Exhibit 3.1 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

      4.3        Specimen of Common Stock Certificate (incorporated by reference
                 to Exhibit 4.1 to AMF's Annual Report on Form 10-K for the year
                 ended December 31, 1997 (File No. 001-13539))

      5          Opinion of McGuire, Woods, Battle & Boothe LLP (a)

     23.1        Consent of Arthur Andersen LLP (a)

     23.2        Consent of PricewaterhouseCoopers LLP (a)

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

     24          Powers of Attorney of directors and certain officers of AMF (a)

     99.1        Stock Option Agreement, dated April 28, 1999, between AMF and
                 Roland C. Smith (incorporated by reference to Exhibit 10.2 to
                 AMF's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1999 (File No. 001-13539))

     99.2        AMF Bowling, Inc. 1998 Stock Incentive Plan (incorporated by
                 reference to Exhibit A to AMF's Definitive Schedule 14A (File
                 No. 001-13539) filed with the SEC on March 27, 1998)

     99.3        Amendment to the AMF Bowling, Inc. 1998 Stock Incentive Plan
                 (incorporated by reference to Exhibit A to AMF's Definitive
                 Schedule 14A (File No. 001-13539) filed with the SEC on March
                 13, 1999)

     99.4        Stockholders Agreement, dated as of April 30, 1996 (the
                 "Stockholders Agreement"), between AMF and certain of its
                 stockholders (incorporated by reference to Exhibit 10.4 to the
                 Registration Statement on Form S-4 of AMF Bowling Worldwide,
                 Inc. (formerly AMF Group Inc.)(File No. 333-4877))

     99.5        Amendment No. 1, dated as of May 28, 1996, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.5 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.6        Amendment No. 2, dated as of May 31, 1996, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.6 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.7        Amendment No. 3, dated as of January 17, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.7 to AMF's Registration Statement on Form S-1 (File No. 333-
                 34099))

     99.8        Amendment No. 4, dated as of January 17, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.8 to AMF's Registration Statement on Form S-1 (File No. 333-
                 34099))
99.9        Amendment No. 5, dated as of July 31, 1997, to the Stockholders
                 Agreement (incorporated by reference to Exhibit 10.9 to AMF's
                 Registration Statement on Form S-1 (File No. 333-34099))

     99.10       Amendment No. 6, dated as of December 31, 1997, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.10 to AMF's Annual Report on Form 10-K for the year ended
                 December 31, 1997 (File No. 001-13539))

     99.11       Amendment No. 7, dated as of January 1, 1998, to the
                 Stockholders Agreement (incorporated by reference to Exhibit
                 10.11 to AMF's Annual Report on Form 10-K for the year ended
                 December 31, 1997 (File No. 001-13539))

(a)  Filed with this registration statement.