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):  February 26, 2009

American Woodmark Corporation^®

(Exact name of registrant as specified in its charter)

Virginia	000-14798	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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On March 4, 2009, the Registrant announced that Chairman Jake Gosa will step down from the Company's Board of Directors and Kent Guichard, President and Chief Executive Officer, will assume the role of Chairman, both actions occurring on August 27, 2009.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

99.1 Registrant's Press Release dated March 4, 2009.

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/    JONATHAN H. WOLK	/s/    KENT B. GUICHARD
Jonathan H. Wolk Vice President and Chief Financial Officer	Kent B. Guichard President & Chief Executive Officer
Date: March 4, 2009	Date: March 4, 2009
Signing on behalf of the registrant and as principal financial officer	Signing on behalf of the registrant and as principal executive officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Registrant's Press Release dated March 4, 2009.

EX-99

Exhibit 99.1

News Release

^®

P. O. Box 1980

Winchester, VA 22604-8090

FOR IMMEDIATE RELEASE

Contact:         Glenn Eanes
                       Vice President and Treasurer
                       540-665-9100

AMERICAN WOODMARK CORPORATION ANNOUNCES TRANSITION

OF THE CHARIMAN OF THE BOARD

________________________________________________________________________

President & Chief Executive Officer Kent Guichard to add title of Chairman

WINCHESTER, VA. (March 4, 2009) – American Woodmark Corporation (NASDAQ: AMWD), a leading supplier of cabinetry to the remodeling and new construction industries, announced today that Mr. Jake Gosa, Chairman of the Board, has declined to seek re-election to the Company’s Board of Directors at the next annual shareholders meeting. Mr. Kent Guichard, President and Chief Executive Officer, will assume the additional role of Chairman of the Board subsequent to the Company’s 2009 shareholders meeting to be held on August 27, 2009.

Commenting on Mr. Guichard’s new responsibilities, Mr. Gosa stated “I am extremely pleased with the Company’s performance in a challenging industry environment. Kent’s assumption of the role of Chairman will represent the completion of the orderly transition that we began in 2005. His leadership and focus on achieving our vision of delivering a superior customer experience has led the Company to new levels of customer satisfaction and improved operational performance. Kent and his team have positioned the Company to emerge on the other side of the current housing cycle a leaner, even more competitive organization.”

Commenting on Mr. Gosa’s decision to step down from the Company’s board, Mr. Guichard stated, “I have been extremely fortunate to have worked with Jake for sixteen years. We are all deeply grateful to Jake for his dedicated service to the Company. While we will miss his daily presence, Jake leaves us having built a strong foundation and prepared to face the challenges ahead. I appreciate the confidence of Jake and the Board. Our goal is to achieve the same degree of success as the Company achieved under his leadership.”

Mr. Guichard joined the Company in 1993 as Vice President, Finance, and Chief Financial Officer and was elected to the Company's Board of Directors in 1997. He was promoted to Senior Vice President, Finance, and Chief Financial Officer in 1999; to Executive Vice President in 2004; to Chief Operating Officer in 2005; to President and Chief Operating Officer in 2006; and to President and Chief Executive Officer in 2007.

American Woodmark Corporation, located in Winchester, Virginia, is the third largest manufacturer of kitchen and bath cabinets in the United States. Offering more than 350 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 home builders.

The Company operates 14 manufacturing facilities in Arizona, Georgia, Indiana, Kentucky, Maryland, Oklahoma, Tennessee, Virginia and West Virginia, as well as various service centers across the country. American Woodmark shares are traded on the NASDAQ Global Select Market under the symbol “AMWD.” To find out more about American Woodmark, and view its vast array of cabinet styles, visit its web site at www.americanwoodmark.com.

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