March 13, 2006

via 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 response letter dated March 7, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
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.

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

Critical Accounting Policies, page 16

1.  We have reviewed your response to comment 5 in our letter
dated
February 21, 2006, and note that you will disclose a sensitivity
analysis related to your pension plans in future filings.  Please
confirm to us that in future filings, you will also disclose
material
deviations between results based on your actuarial assumptions and
actual plan performance, and the known material trends and
uncertainties relating to the plans, including those caused by
these
deviations.







Note I - Commitments and Contingencies, page 33

2.  We have reviewed your response to comment 7 in our letter
dated
February 21, 2006.  Paragraph 10 of SFAS No. 5 requires disclosure
of
the nature of loss contingencies and the expected range of loss,
when
it is reasonably possible that you have incurred losses in excess
of
amounts already accrued.  We note you believe that the aggregate
range of loss stemming from the various suits and asserted and
unasserted claims deemed to be either probable or reasonably
possible
are not material.  With respect to the reasonably possible losses
addressed by paragraph 10, please tell us, in greater detail, on
what
basis you believe the losses to be immaterial.  In this regard,
please provide us with a comprehensive SAB 99 materiality
analysis,
which includes your consideration of all quantitative and
qualitative
factors.  Your quantitative materiality analysis should provide
the
range of reasonably possibly losses for each type of claim, as
well
as your consideration of the materiality of this range with
respect
to amounts included in your balance sheet, statement of income,
and
statement of cash flows.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your  responses to our comments.

      You may contact Jenn Do at (202) 551-3743, or me at (202)
551-
3255 if you have questions regarding these comments.


								Sincerely,



								Nili Shah
								Branch Chief


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Mr. Jonathan H. Wolk
American Woodmark Corporation
March 13, 2006
Page 2



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

         DIVISION OF
CORPORATION FINANCE