8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 16, 2004

American Woodmark Corporation^®

(Exact name of registrant as specified in its charter)

Virginia	0-14798	54-1138147
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3102 Shawnee Drive, Winchester, Virginia	22601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

American Woodmark Corporation

ITEM 8.01   OTHER EVENTS

On November 16, 2004, the Registrant issued a press release announcing a quarterly cash dividend of $0.03 per share to shareholders. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

99.1 The Registrant’s Press Release dated November 16, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/    DENNIS M. NOLAN, JR.	/s/    JAMES J. GOSA
Dennis M. Nolan, Jr. Corporate Controller	James J. Gosa Chairman & Chief Executive Officer
Date: November 17, 2004	Date: November 17, 2004
Signing on behalf of the registrant and as principal accounting officer	Signing on behalf of the registrant and as principal executive officer

EX-99.1

Exhibit 99.1

News Release

P. O. Box 1980

Winchester, VA 22604-8090

FOR IMMEDIATE RELEASE

Contact:	Glenn Eanes
	Treasurer
	540-665-9100

AMERICAN WOODMARK CORPORATION

Declares Cash Dividend

Winchester, Virginia (November 16, 2004) — American Woodmark Corporation  (Nasdaq/NM:AMWD) today announced a quarterly cash dividend of $0.03 per share, to be paid on December 10, 2004, to shareholders of record on November 30, 2004.

American Woodmark Corporation, located in Winchester, VA, is the third largest manufacturer of kitchen cabinets in the United States and Canada. Offering approximately 230 cabinet lines in a wide variety of designs, materials and finishes,  American Woodmark products are sold through a network of dealers and distributors, and directly to home centers and major builders. The Company currently operates 14 manufacturing facilities in Arizona, Georgia, Indiana, Kentucky, Minnesota, Oklahoma, Tennessee, Virginia and West Virginia, as well as various service centers across the country. In addition, the Company is building a new assembly facility in Allegany County, MD, which is scheduled to begin operation in the fourth quarter of the current fiscal year.   American Woodmark shares are traded on the NASDAQ National Market, under the symbol “AMWD”.