Filed Pursuant to Rule 424(b)(3)
                                                    Registration No. 333-83107


PROSPECTUS

                          47,934 SHARES
                  AMERICAN WOODMARK CORPORATION
                          COMMON STOCK
                        _________________


     This prospectus relates to 47,934 shares of American
Woodwork Corporation common stock, no par value, which may be
offered from time to time by the Selling Shareholder named
herein.

     Our common stock is listed on the Nasdaq Stock Market under
the symbol "AMWD."  On August 4, 1999, the last reported sale
price for the common stock on the Nasdaq Stock Market was $32.625
per share.

     Unless the context indicates otherwise, all references to
"we," "our" or "the Company" refer to American Woodmark
Corporation.  Our principal executive offices are located at 3102
Shawnee Drive, Winchester, Virginia 22601.  Our telephone number
is (540) 665-9100.



                        _________________



   See "Risk Factors" beginning on page 5 for a discussion of
                             certain
       risks related to an investment in the common stock.


                        _________________



        The shares have not been approved or disapproved
            by the Securities and Exchange Commission
           or any state securities commission nor have
            these organizations determined that this
               prospectus is accurate or complete.
                    Any representation to the
                     contrary is a criminal
                            offense.




          The date of this Prospectus is August 5, 1999


                        TABLE OF CONTENTS


Where You Can Find More Information                   3
Summary of American Woodmark Corporation's Business   4
Risk Factors                                          5
Use of Proceeds                                       7
Selling Shareholder                                   7
Plan of Distribution                                  8
Description of Capital Stock                          9
Legal Opinion                                        10
Experts                                              10





No person has been authorized to give any information or to make
any representations other than those contained in this prospectus
in connection with the offering made hereby, and if given or
made, such information or representations must not be relied upon
as having been authorized by American Woodmark Corporation, the
selling shareholder or by any other person.  Neither the delivery
of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is
correct as of any time subsequent to the date hereof.  This
prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such
offer or solicitation may not lawfully be made.





                             2



               WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission (the "SEC").  You may read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois.  Please call the SEC at 1-
800-SEC-0330 for further information on the public reference
rooms.   Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the
information we file with it, which means we can disclose
important information to you by referring to those documents.
The information incorporated by reference is considered to be a
part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), until the Selling Shareholder sells all of his
shares.

     (a)  The Company's Annual Report on Form 10-K filed with the
          SEC on July 16, 1999 for the Company's fiscal year
          ended April 30, 1999.
     (b)  The Company's Quarterly Reports on Form 10-Q for the
          fiscal quarters ended July 31, 1998, October 31, 1998
          and January 31, 1999.
     (c)  The description of the Company's common stock contained
          in the Company's Registration Statement on Form 8-A
          filed with the SEC on July 15, 1986 pursuant to Section
          12 of the Exchange Act.

     You may request a copy of these filings, at no cost, by
writing or telephoning us at our principal executive offices at
the following address and phone number:

                    Secretary
                    American Woodmark Corporation
                    3102 Shawnee Drive
                    Winchester, Virginia 22601
                    (540) 665-9100

     You should rely on information incorporated by reference or
provided in this prospectus or any supplement.  We have not
authorized anyone else to provide you with different information.
The Selling Shareholder will not make an offer of these shares in
any state where the offer is not permitted.  You should not
assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of
these documents.



                             3




                           SUMMARY OF
            AMERICAN WOODMARK CORPORATION'S BUSINESS

     We manufacture and distribute kitchen cabinets and vanities
for the remodeling and new home construction markets.  The
Company was formed in 1980 by the four principal managers of the
Boise Cascade Cabinet Division through a leveraged buyout of that
division.  The Company was operated privately until 1986 when it
became a public company through a common stock offering.

     We currently offer custom cabinetry and framed stock
cabinets.  Our framed stock cabinets are available in
approximately 130 different cabinet lines, ranging in price from
relatively inexpensive to medium-priced styles.  Styles vary by
design and color from natural wood finishes to low-pressure
laminate surfaces.  Our entire product offering of stock cabinets
includes 40 door designs and seven colors.  Stock cabinets
consist of a common box with standard interior components and an
oak, cherry, maple or hickory front frame.  Our custom cabinetry
is available in approximately 50 door styles with 20 basic
colors, 8 glazes and two sheens to choose from, although we offer
to match any color.  We have approximately 6,000 sku's but will
make almost any product a kitchen designer can create.

     We sell our products under the brand names of American
Woodmarkr, Crestwoodr, Timberlaker, Scots Prider, Coventry and
Caser cabinets and Knappr.

     Our products are sold on a national basis through three
market channels: independent dealer/distributors, home centers
and major builders.  We distribute our products to each market
channel directly from our four assembly plants and through a
logistics network consisting of four service centers located in
key areas throughout the United States.

     The primary raw materials we use include oak, maple, cherry
and hickory lumber.  Additional raw materials include paint,
particleboard, manufactured components and hardware.  We
currently purchase paint from one supplier; however, other
sources are available.  The Company's other raw materials are
purchased from more than one source and are readily available.

     We operate in a highly fragmented industry that is composed
of several thousand local, regional and national manufacturers.
The Company believes that no other company in the industry has
more than a 15% share of the market.  We also believe that
American Woodmark is one of the five largest manufacturers of
kitchen cabinets in the United States.

     Our business has historically been subjected to seasonal
influences, with higher sales typically realized in the second
and fourth fiscal quarters.  General economic forces and changes
in our customer mix have reduced seasonal fluctuations in the
Company's revenue over the past few years.

     During the last fiscal year, we had two customers, The Home
Depot and Lowe's Companies, Inc., which each accounted for more
than 10% of our sales.

     As of June 30, 1999 the Company had 3,259 employees.
Approximately 29% of our employees are represented by labor
unions.  We believe that our employee relations are good.

     We lease our Corporate Office in Winchester, Virginia.  We
lease one and own eight manufacturing facilities located
primarily in the eastern United States.  We are building a
manufacturing facility in Gas City, Indiana that is due to be
completed in December 1999.  We also lease nine office centers
located throughout the United States that support the sales and
distribution of products to each market channel.



                             4




                          RISK FACTORS


        BEFORE YOU INVEST IN THE SHARES OFFERED IN THIS
PROSPECTUS, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW.  YOU SHOULD CONSIDER CAREFULLY
THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION
INCLUDED IN THIS PROSPECTUS BEFORE YOU DECIDE TO PURCHASE ANY OF
THE SHARES.

Forward-looking statements

     Some of the information in this prospectus (including
documents incorporated by reference) may contain forward-looking
statements.  Such statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "continue" or other similar words.
These statements discuss future expectations, make various
assumptions, contain projections of results of operations or of
financial condition or state other "forward-looking" information.
When considering such forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in this
prospectus (including documents incorporated by reference).  The
risk factors noted in this section and other factors noted
throughout this prospectus could cause our actual results to
differ materially from those contained in any forward-looking
statement.

Significant Concentration of Voting Influence Among a Few Parties

     Based upon the latest information available to us, William
F. Brandt, Jr. beneficially owns approximately 27.9% and Mary Jo
Stout beneficially owns approximately 10.8% of our outstanding
common stock. These parties have acted together in the past under
a voting agreement that ended May, 1996.  Although no current
voting agreement exists, if they acted together, they alone would
have the ability to substantially influence the election of
persons to the Board of Directors of the Company and the outcome
of other matters requiring shareholder approval.

Seasonality

     Our business has historically been subjected to seasonal
influences, with higher sales typically realized during the
second and fourth fiscal quarters.  Over the past few years,
general economic forces and changes in our customer mix have
reduced seasonal fluctuations in the Company's revenue.  However,
there can be no assurance that we will be able to continue to
reduce such seasonal fluctuations.

Dependence Upon Major Customers

     We have two customers, The Home Depot and Lowe's Companies,
Inc., which each accounted for more than 10% of our sales.  The
loss of sales from these customers due to their loss of market
share, bankruptcy or switching to a competitor could have a
materially adverse impact on our short-term operating results.


Economic and General Risks of the Business

     The Company's growth and success will depend upon factors
that are beyond our control and that cannot clearly be predicted
at this time.  Such factors include overall industry demand at
reduced levels, economic weakness in a specific channel of
distribution, especially the home center industry, a sudden and
significant rise in basic raw material costs, and the need to
respond to price or product initiatives launched by a competitor.

                             5




Exposure to Year 2000 Issues

     We recognize a risk from the year 2000 impact on our
suppliers and customers.  We have communicated with our
significant suppliers and large customers and are communicating
with others to assess potential year 2000 problems.  There can be
no guarantee that the systems of our suppliers and customers will
be converted by the end of this year.  We are developing
contingency plans to address critical system interfaces with
these third parties in the event that they are unable to resolve
their year 2000 compliance issues by the end of this year.
Although year 2000 problems with any one customer or supplier
should not have a material adverse effect on us, the disruption
of a significant number of businesses could materially and
adversely affect our operations.


                             6



                         USE OF PROCEEDS

     The Company will not receive any of the proceeds from the
sale of the common stock offered by the Selling Shareholder (as
defined below) pursuant to this prospectus.

                       SELLING SHAREHOLDER

     This prospectus covers offers and sales from time to time by
the shareholder named below (the "Selling Shareholder") of
certain of the shares owned by such shareholder.  Set forth below
is (i) the name of the Selling Shareholder and (ii) the number of
shares of common stock (the "Shares") held as of the date of this
prospectus by the Selling Shareholder, which number is also the
number of shares which may be offered by the Selling Shareholder
pursuant to this prospectus.  The person named below has sole
voting and investment power with respect to the Shares indicated.
Any or all of the Shares listed below may be offered for sale by
the Selling Shareholder from time to time.

                                 NUMBER OF SHARES OF
                                 COMMON STOCK HELD
                                 AND OFFERED PURSUANT
                                 TO THIS PROSPECTUS
Michael Knapp..................  47,934



     Because the Company does not know how many Shares will be
sold by the Selling Shareholder pursuant to this prospectus, no
estimate can be given as to the number of Shares that will be
held by the Selling Shareholder upon termination of this
offering.

     The Selling Shareholder acquired his Shares in connection
with the merger of Knapp Woodworking, Inc. with  a subsidiary of
the Company.



                             7



                      PLAN OF DISTRIBUTION

     The Selling Shareholder has advised the Company that he may
offer Shares from time to time depending on market conditions and
other factors, in one or more transactions on the Nasdaq Stock
Market, on which the Shares are traded, or in negotiated
transactions, at market prices prevailing at the time of sale, at
negotiated prices or at fixed prices.  Sales of Shares may
involve (i) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction, (ii) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this
prospectus, (iii) ordinary brokerage transactions and
transactions in which a broker solicits purchasers and (iv)
privately negotiated transactions.  To the extent required, this
prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution.  In connection with the
distribution of the Shares or otherwise, the Selling Shareholder
may enter into hedging transactions with broker-dealers.  In
connection with such transactions, broker-dealers may engage in
short sales of the Company's common stock in the course of
hedging the position they assume with the Selling Shareholder.
The Selling Shareholder may also sell the Company's common stock
short and redeliver the Shares to close out such short positions.
The Selling Shareholder may also enter into option or other
transactions with broker-dealers which require delivery to such
broker-dealer of Shares offered hereby, which Shares such broker-
dealer may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).  The Selling Shareholder
may also pledge shares to a broker-dealer and, upon a default,
such broker-dealer may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to
reflect such transaction).  In addition, any shares that qualify
for sale pursuant to Rule 144 may be sold thereunder rather than
pursuant to this prospectus.

     Brokers and dealers may receive compensation in the form of
concessions or commissions from the Selling Shareholder and/or
purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions).  The
Selling Shareholder and any broker or dealer that participates in
the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of
Shares positioned by a broker or dealer may be deemed to be
underwriting discounts and commissions under the Securities Act.

     The Company has advised the Selling Shareholder that
Regulation M under the Exchange Act may apply to sales of Shares
and to the activities of the Selling Shareholder or broker-
dealers in connection therewith.



                             8





                  DESCRIPTION OF CAPITAL STOCK

          The Company's authorized capital stock consists of
20,000,000 shares of common stock, no par value, of which
7,924,754 shares were issued and outstanding as of August 4,
1999, and 2,000,000 shares of preferred stock, par value $1.00
per share, issuable in series, no shares of which were issued and
outstanding as of the date of this prospectus.

Common Stock

     Each holder of shares of common stock is entitled to one
vote for each share held of record on each matter submitted to a
vote of stockholders.  Cumulative voting in the election of
directors is not permitted.  As a result, the holders of more
than 50% of the outstanding shares have the power to elect all
directors.  The quorum required at a stockholders' meeting for
consideration of any matter is a majority of the shares entitled
to vote on that matter, represented in person or by proxy.  If a
quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the
matter is required for stockholder approval, except in the case
of certain major corporate actions, such as the merger or
liquidation of the Company, an amendment to the Company's
articles of incorporation, or the sale of all or substantially
all of the Company's assets, with respect to which, under the
provisions of the Virginia Stock Corporation Act, approval is
required by the affirmative vote of  more than two-thirds of all
shares entitled to vote on the matter, whether or not represented
at the meeting.

     Subject to the rights of any holders of Preferred Stock, the
holders of shares of common stock are entitled to receive
dividends when, as and if declared by the Board of Directors out
of funds legally available therefor and, in the event of the
liquidation, dissolution or winding up of the Company, to share
ratably in all assets remaining after the payment of liabilities.
There are no preemptive or other subscription rights, conversion
rights, or redemption or sinking fund provisions with respect to
shares of common stock.  All of the shares of common stock
outstanding have been legally issued, fully paid and non-
assessable.

     The transfer agent for the shares of common stock is American Stock
Transfer and Trust Company.

Preferred Stock

     Shares of preferred stock are issuable in one or more series
from time to time at the direction of the Board of Directors.
The Board of Directors is authorized, with respect to each
series, to fix its designation, relative rights (including
voting, dividend, conversion, sinking fund and redemption
rights), preferences (including with respect to dividends and on
liquidation) and limitations.  The Board of Directors, without
shareholder approval, can issue shares of preferred stock with
voting and conversion rights which could adversely affect the
voting power of the holders of shares of common stock.  This
right of issuance could also be used as a method of preventing a
party from gaining control of the Company.  The Company presently
has no plans or arrangements for the issuance of any shares of
preferred stock.

Virginia Stock Corporation Act; Anti-takeover Effects

     The Company is subject to the "affiliated transactions" and
"control share acquisitions" statutes of the Virginia Stock
Corporation Act, which are summarized below.

     The "affiliated transactions" statute restricts certain
transactions ("Affiliated Transactions") between a Virginia
corporation having more than 300 shareholders of record and any
person (an "Interested Shareholder") who beneficially owns more
than 10% of any class of the corporation's voting securities.
These restrictions, which are described below, do not apply to an
Affiliated Transaction with an Interested Shareholder who has
been such continuously since the date the corporation first had
300 shareholders of record or whose acquisition of shares making
such person an Interested Shareholder was previously approved by
a majority of the corporation's Disinterested Directors.
"Disinterested Director" means, with respect to a particular
Interested Shareholder, a member of the corporation's board of
directors who was (i) a member on the date on which an Interested
Shareholder became an Interested Shareholder or (ii) recommended

                             9



for election by, or was elected to fill a vacancy and received
the affirmative vote of, a majority of the Disinterested
Directors then on the Board of Directors. Affiliated Transactions
include mergers, share exchanges, material dispositions of
corporate assets not in the ordinary course of business, any
dissolution of the corporation proposed by or on behalf of an
Interested Shareholder, or any reclassification, including
reverse stock splits, recapitalization or merger of the
corporation with its subsidiaries, which increases the percentage
of voting shares owned beneficially by an Interested Shareholder
by more than 5%. The "affiliated transactions" statute prohibits
a corporation from engaging in an Affiliated Transaction with an
Interested Shareholder for a period of three years after the
Interested Shareholder became such unless the transaction is
approved by the affirmative vote of a majority of the
Disinterested Directors and by the affirmative vote of the
holders of two-thirds of the voting shares other than those
shares beneficially owned by the Interested Shareholder.
Following the three-year period, in addition to any other vote
required by law or by the corporation's articles of
incorporation, an Affiliated Transaction must be approved either
by a majority of the Disinterested Directors or by the
shareholder vote described in the preceding sentence unless the
transaction satisfies the fair-price or certain other provisions
of the statute. These fair price provisions require, in general,
that the consideration to be received by shareholders in the
Affiliated Transaction (a) be in cash or in the form of
consideration used by the Interested Shareholder to acquire the
largest number of its shares and (b) not be less, on a per share
basis, than an amount determined in the manner specified in the
statute by reference to the highest price paid by the Interested
Shareholder for shares it acquired and the fair market value of
the shares on specified dates.

     The "control share acquisitions" statute provides that
shares of a Virginia corporation having 300 or more shareholders
of record which are acquired in a "Control Share Acquisition"
have no voting rights unless such rights are granted by a
shareholders' resolution approved by the holders of a majority of
the votes entitled to be cast on the election of directors by
persons other than the acquiring person or any officer or
employee-director of the corporation. A "Control Share
Acquisition" is an acquisition of voting shares which, when added
to all other voting shares beneficially owned by the acquiring
person, would cause such person's voting strength with respect to
the election of directors to meet or exceed any of the following
thresholds: (i) one-fifth, (ii) one-third or (iii) a majority. An
acquiring person is entitled, before or after a Control Share
Acquisition, to file a disclosure statement with the corporation
and demand a special meeting of shareholders to be called for the
purpose of considering whether to grant voting rights for the
shares acquired or proposed to be acquired. If authorized in the
corporation's articles of incorporation or bylaws before a
Control Share Acquisition has occurred, the corporation may,
during specified periods, redeem the shares so acquired if no
disclosure statement is filed or if the shareholders have failed
to grant voting rights to such shares. In the event full voting
rights are granted to an acquiring person who then has majority
voting power, those shareholders who did not vote in favor of
such grant are entitled to dissent and demand payment of the fair
value of their shares from the corporation. The control share
acquisitions statute does not apply to an actual or proposed
Control Share Acquisition if the corporation's articles of
incorporation or bylaws are amended, within the time limits
specified in the statute, to so provide.

                          LEGAL OPINION

     The validity of the shares of common stock offered hereby
will be passed upon for us by McGuire, Woods, Battle & Boothe
LLP.


                             EXPERTS

     Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements and schedule incorporated by
reference or included in our Annual Report on Form 10-K for the
year ended April 30, 1999, as set forth in their reports, which
are incorporated by reference in this prospectus and elsewhere in
the registration statement.  Our consolidated financial
statements and schedule are incorporated by reference in reliance
on Ernst & Young LLP's reports, given on their authority as
experts in accounting and auditing.


                             10










                          47,934 SHARES

                  AMERICAN WOODMARK CORPORATION

                          COMMON STOCK









                           PROSPECTUS


                         August 5, 1999