S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549
	FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia		54-1138147
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3102 Shawnee Drive, Winchester  Virginia		22601
(Address of Principal Executive Offices)		(Zip Code)
Amended and Restated 2004 Stock Incentive Plan for Employees
(Full title of the plan)
Kent B. Guichard President and Chief Executive Officer American Woodmark Corporation 3102 Shawnee Drive Winchester, Virginia 22601
(Name and address of agent for service)
(540) 665-9100
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-­2 of the Exchange Act.
Large accelerated filer          			Accelerated filer                              x
Non-accelerated filer                (Do not check if a smaller reporting company)			Smaller reporting company             

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(3)	Amount of registration fee
American Woodmark Corporation Common Stock, no par value per share	1,000,000	18.94	18,940,000	2,198.94

(1)       Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers, in addition to the number of shares of common stock stated above, additional securities that may be offered as a result of stock splits, stock dividends, or similar transactions.

(2)       Solely for the purpose of calculating the registration fee, the offering price per share, the aggregate offering price, and the amount of the registration fee have been computed in accordance with Rule 457(c) under the Securities Act of 1933, as amended.  Accordingly, the price per share of the Common Stock has been calculated to be equal to the average of the high and low prices for a share of the Common Stock as reported by the NASDAQ Global Select Market on February 2, 2011, which is a specified date within five business days prior to the original date of filing of this registration statement.

(3)       Solely for the purpose of calculating the registration fee, the proposed aggregate offering price has been estimated in accordance with Rule 457(h) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-8, filed by American Woodmark Corporation, a Virginia corporation (the “Registrant”), registers an additional 1,000,000 shares of its Common Stock, no par value per share, authorized and reserved for issuance under the Amended and Restated 2004 Stock Incentive Plan for Employees, as approved at the Registrant’s Annual Meeting of Shareholders on August 26, 2010.  Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of its Form S-8 registration statement No. 333-122438 (filed January 31, 2005).

REGISTRANT SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Winchester, Commonwealth of Virginia, on February 4, 2011.

AMERICAN WOODMARK CORPORATION

By:	/s/Kent B. Guichard
	Kent B. Guichard
	Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title(s)	Date
/s/Kent B. Guichard
Kent B. Guichard	Chairman, President and Chief Executive Officer	February 4, 2011
	(Principal Executive Officer)
	Director
/s/Jonathan H. Wolk
Jonathan H. Wolk	Senior Vice President and Chief Financial Officer	February 4, 2011
	(Principal Financial Officer and Principal Accounting Officer)
/s/William F. Brandt, Jr.
William F. Brandt, Jr.	Director	February 4, 2011
/s/Daniel T. Hendrix
Daniel T. Hendrix	Director	February 4, 2011
/s/Carol B. Moerdyk
Carol B. Moerdyk	Director	February 4, 2011
/s/Vance W. Tang
Vance W. Tang	Director	February 4, 2011
/s/James G. Davis, Jr.
James G. Davis, Jr.	Director	February 4, 2011
/s/Martha M. Dally
Martha M. Dally	Director	February 4, 2011
/s/Kent J. Hussey
Kent J. Hussey	Director	February 4, 2011
/s/Andrew B. Cogan
Andrew B. Cogan	Director	February 4, 2011

EXHIBIT INDEX

Exhibit Number	Description	Incorporation by Reference
5.1	Opinion regarding legality of shares of Registrant’s Common Stock	(1)
23.1	Consent ofKPMG LLP	(1)
23.2	Consent of McGuireWoods LLP	(2)
24.1	Power of Attorney	(1)
99.1	Second Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees	(3)
(1)	Filed herewith.
(2)	Contained in the Opinion filed as Exhibit 5.1.
(3)	Incorporated herein by reference from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2010, filed with the Commission on August 31, 2010.

EX-5.1

Exhibit 5.1

February 1, 2011

American Woodmark Corporation

3102 Shawnee Drive

Winchester, VA  22601

      RE:                      Registration Statement on Form S-8

Ladies and Gentlemen:

We refer to the above-captioned Registration Statement on Form S-8 (the “Registration Statement”) to be filed by American Woodmark Corporation, a Virginia corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to 1,000,000 shares of the Company’s Common Stock, no par value per share (the “Shares”), which have been reserved for issuance under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (the “Plan”).  This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or certified copies of such corporate documents and records, certificates of officers of the Company and/or public officials and such other documents, and have made such other factual and legal investigations, as we have deemed relevant and necessary as the basis for the opinion set forth below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing and such other legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and delivered in accordance with the terms of the Plan, such Shares will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to matters governed by the laws of the Commonwealth of Virginia.  We express no opinion herein about the effect of federal or state securities laws or the laws of any other jurisdiction.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and in any amendment thereto. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ McGuire Woods LLP

McGuire Woods LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

American Woodmark Corporation:

We consent to the use of our reports dated June 30, 2010, with respect to the consolidated balance sheets of American Woodmark Corporation as of April 30, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended April 30, 2010, and the effectiveness of internal control over financial reporting as of April 30, 2010, incorporated by reference in the April 30, 2010 annual report on Form 10-K of American Woodmark Corporation and the related financial statement scheduled included therein, incorporated by reference herein.

/s/ KPMG LLP

Richmond, Virginia

February 4, 2011

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officers or directors of AMERICAN WOODMARK CORPORATION, a Virginia corporation (the “Corporation”), hereby constitute and appoint Kent B. Guichard and Jonathan H. Wolk as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, registering securities of the Corporation which may be issued pursuant to the Corporation’s Amended and Restated 2004 Stock Incentive Plan for Employees, with power to sign and file any amendment or amendments, including post-effectiv e amendments thereto, with all exhibits thereto and any and all other documents in connection therewith, hereby granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney this ­­­18th day of November, 2010.

Signature	Title(s)	Date
/s/Kent B. Guichard
Kent B. Guichard	Chairman, President and Chief Executive Officer	November 18, 2010
	(Principal Executive Officer)
/s/Jonathan H. Wolk
Jonathan H. Wolk	Senior Vice President and Chief Financial Officer	November 18, 2010
	(Principal Financial Officer and Principal Accounting Officer)
/s/William F. Brandt, Jr.
William F. Brandt, Jr.	Director	November 18, 2010
/s/Daniel T. Hendrix
Daniel T. Hendrix	Director	November 18, 2010
/s/Carol B. Moerdyk
Carol B. Moerdyk	Director	November 18, 2010
/s/Vance W. Tang
Vance W. Tang	Director	November 18, 2010
/s/James G. Davis, Jr.
James G. Davis, Jr.	Director	November 18, 2010
/s/Martha M. Dally
Martha M. Dally	Director	November 18, 2010
/s/Kent J. Hussey
Kent J. Hussey	Director	November 18, 2010
/s/Andrew B. Cogan
Andrew B. Cogan	Director	November 18, 2010