February 21, 2006

By U.S. mail and facsimile to (540) 665-9176

Jonathan H. Wolk
Vice President and Chief Financial Officer
American Woodmark Corporation
3102 Shawnee Drive
Winchester, VA 22601

	RE:	American Woodmark Corporation
		Form 10-K for the fiscal year ended April 30, 2005
		Filed July 14, 2005

		File No. 0-14798

Dear Mr. Wolk:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






Form 10-K for the fiscal year ended April 30, 2005

Management`s Discussion and Analysis, page 11

Fiscal Year 2005 Compared to Fiscal Year 2004, page 12

1.  We note that gross profit has steadily decreased over the past
four fiscal years.  It has decreased continually throughout the
four
quarters of fiscal 2005, continuing into the first two quarters of
fiscal 2006.   You state that the decrease as of the end of fiscal
2005 is attributable to higher material and freight costs.  In all
future filings, beginning with your January 31, 2006 Form 10-Q:
* please describe any known trends or uncertainties that have had
or
that you reasonably expect will have a material unfavorable impact
on
revenues or income from continuing operations.  If you know of
events
that will cause a material change in the relationship between
costs
and revenues, disclose the change in the relationship.  Refer to
Item
303(a)(3)(ii) of Regulation S-K.
* please discuss how you will counter the increases in materials
and
freight costs, and the timeframe associated with your plans.  For
example, discuss whether such material price increases can be
passed
through to your customers, or whether there are alternatives to
your
current carriers and suppliers.  We believe such disclosure is
necessary for readers to understand the variability in your
earnings
and to ascertain the likelihood that past performance is
indicative
of future performance.

2.  We note in the Form 8-K filed August 24, 2005, that you state
that you have resolved your significant operating difficulties and
expect gross profit to show sequential improvement throughout the
remainder of the fiscal year.  Given that this press release
addresses the first quarter of fiscal 2006 and that material,
transportation, labor and overhead costs are still increasing as
of
the end of the second quarter of fiscal 2006, please explain to us
the nature of these operating difficulties and your basis for this
statement. In particular, please help us understand whether your
gross profit had, in fact, increased for the first three weeks of
the
second quarter of fiscal 2006, as compared to the previous
quarter.
If not, please tell us the basis for your expectations in light of
any continued declines in gross profit through August 24, 2005,
the
date you filed your Form 8-K.

Further, in future filings, when your actual results differ from
your
expectations, please disclose, in greater detail, the basis for
your
expectations and the reasons that actual results differed, so that
readers can obtain an accurate understanding of the Company`s
operating results at that particular time.

3.  You state under your discussion of gross profit that in order
to
avoid significant proposed rate increases in freight costs that
you
changed several of your carriers in fiscal 2005.  You also state
in
your critical accounting policies that you estimate the amount of
sales based on a lag factor using information from the previous 12
months.  Please tell us and disclose in future filings how you
estimate the amount of sales that have been transferred to these
new
third-party carriers, given that you would not have 12 months
experience with them.

Liquidity and Capital Resources, page 13

4.  	In future filings, please revise your table of contractual
obligations on page 14 as follows:
* Include your interest commitments under your interest-bearing
debt
in this table, or provide textual discussion of this obligation
below
the table.  If you provide a textual discussion, the discussion
should quantify the interest payments using the same time frames
stipulated in the table.  Regardless of whether you decide to
include
interest payments in the table or in textual discussion below the
table, you should provide appropriate disclosure with respect to
your
assumptions of your estimated variable rate interest payments.
* Present in this table funding contributions to your pension
plans
for at least the following year and, if known, for subsequent
years.
Include a footnote to the table that (1) discusses the basis for
inclusion or exclusion of these obligations and (2) explicitly
states
the periods for which no amounts have been included in the table.
* To the extent that you are in the position of paying cash rather
than receiving cash under your interest rate swaps, please
disclose
estimates of the amounts you will be obligated to pay.  In this
regard, we note your sole outstanding interest rate swap expires
May
31, 2006.  Refer to Item 303(a)(5) of Regulation S-K.

Critical Accounting Policies, page 16

5.  We note your pension disclosures on page 17 and in Note G, and
that your pension liabilities are material to your total
liabilities
at April 30, 2005.  Given the significance of these amounts,
please
provide a sensitivity analysis such that a reader would understand
the impact of a 1% change in the actuarial assumptions used to
determine the estimated cost and benefits of your non-contributory
defined benefit pension plans.  In future filings, include this
sensitivity analysis, and disclose material deviations between
results based on the assumptions and actual plan performance, and
the
known material trends and uncertainties relating to the plans,
including those caused by these deviations.  Refer to Current
Accounting and Disclosures Issues in the Division of Corporation
Finance, dated December 1, 2005, available at www.sec.gov.
Financial Statements

Consolidated Statements of Cash Flows, page 22

6.  We note your classification of investment in promotional
displays
as an investing activity.  Based on your descriptions on pages 17
and
24 of your Annual Report, it does not appear that such displays
would
constitute productive assets.  Instead, it appears that these
displays represent a form of advertising.  Therefore, please tell
us
your basis in GAAP for classifying these cash outflows in
investing
activities.  Refer to paragraph 15 of SFAS 95.

Note I - Commitments and Contingencies, page 33

7.  You state that you are involved in various suits and claims in
the normal course of business, including EEOC claims.  Please tell
us
and disclose in future filings the nature of the suits and claims
other than the EEOC claims.  In addition, you indicate that costs
associated with such suits and claims will not have a material
adverse affect on your operating results, financial position, or
liquidity.  Please be advised that a statement that these
contingencies are not expected to be material does not satisfy the
requirements of SFAS 5 if there is at least a reasonable
possibility
that a loss exceeding amounts already recognized may have been
incurred and the amount of that additional loss would be material
to
a decision to buy or sell your securities.  In that case, you must
either (a) disclose the estimated additional loss, or range of
loss,
that is reasonably possible or (b) state that such an estimate
cannot
be made.  Please tell us and revise your disclosures in future
filings to address whether you believe that there are reasonably
possible material additional losses with regard to suits and
claims
mentioned.  If you conclude such losses are immaterial, please
provide us with your quantitative and qualitative considerations
of
materiality pursuant to SAB 99.

*    *    *    *

      Please respond to these comments by providing the
supplemental
information requested within ten business days or tell us when you
will provide us with a response.  Please provide us with a
supplemental response that addresses each of our comments. Please
file your supplemental response on EDGAR as a correspondence file.
We may raise additional comments after we review your responses.

      To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information.



      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
Since
the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jenn Do, Staff Accountant, at (202) 551-
3743,
or me at (202) 551-3255 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,


								Nili Shah
								Branch Chief


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Mr. Jonathan H. Wolk
American Woodmark Corporation
February 21, 2006
Page 5



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE