S-8

As filed with the Securities and Exchange Commission on August 27, 2001
                                                                                                          Registration No. 333-

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
(State or other jurisdiction)   54-1138147
(I.R.S. Employer Identification Number
of incorporation or organization)

3102 SHAWNEE DRIVE, WINCHESTER VIRGINIA 22601
(Address, including zip code, of registrant's principal executive offices)

 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)

 JAMES J. GOSA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN WOODMARK CORPORATION
3102 SHAWNEE DRIVE
WINCHESTER, VIRGINIA 22601
(540) 665-9100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications, including
communications sent to agent for service, should be sent to:

R. Gordon Smith, Esq.
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-4347

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
American Woodmark Corporation Common Stock, no par value per share......	30,000 (1)(2)	$ 43.75 (3)	$ 1,312,500 (3)	$328

_________________

(1)	The number of shares being registered represents shares of Common Stock of American Woodmark Corporation (the "Company") authorized and reserved for issuance under the Company's 2000 Non-Employee Directors Stock Option Plan.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), 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.
(3)	Estimated, pursuant to Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and in accordance with Rule 457(c) of the Securities Act, based on the average of the high and low sales prices of the common stock on the NASDAQ National Market on August 24, 2001.

INTRODUCTION

This Registration Statement on Form S-8 is filed by American Woodmark Corporation, a Virginia corporation (the "Company" or the "Registrant"), relating to 30,000 shares of its common stock, no par value (the "Common Stock") authorized and reserved for issuance under the Company's 2000 Non-Employee Directors Stock Option Plan (the "Plan").

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Part I.        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information

                    Not required to be filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

Item 2.        Registrant Information and Employee Plan Annual Information

                    Not required to be filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

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PART II.        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.        Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement:
	a.	The Company's Annual Report on Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 2001.
	b.	The description of the Common Stock, contained in the Company's Registration Statement on Form 8-A (File No. 000-14798) filed with the SEC on July 15, 1986.
Each document or report subsequently filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document or report incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement.
Item 4.        Description of Securities
		Not applicable.
Item 5.        Interests of Named Experts and Counsel
		Not applicable.
Item 6.        Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general, for indemnification, in certain circumstances, by a corporation of any person threatened with or made a party to any action, suit, or proceeding by reason of the fact that he or she is, or was, a director, officer, employee, or agent of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act provides limitations on damages payable by officers and directors, except in cases of willful misconduct or knowing violation of criminal law or any federal or state securities law.
The Company's Articles of Incorporation provide for mandatory indemnification of its directors and officers against liability incurred by them in proceedings instituted or threatened against them by third parties, or by or on behalf of the Company itself, relating to the manner in which they performed their duties unless they have been guilty of willful misconduct or a knowing violation of the criminal law.
The Company has purchased directors' and officers' liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company and its subsidiaries against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.
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Item 7.       Exemption from Registration Claimed
	Not applicable.
Item 8.       Exhibits
	See the Exhibit Index.
Item 9.       Undertakings
	The undersigned Registrant hereby undertakes:
	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act.
		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement.
		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
	Provided, however, that the undertakings set forth in (1)(I) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 August 24, 2001.
	AMERICAN WOODMARK CORPORATION
	By: /s/ JAMES J. GOSA        James J. Gosa        President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James J. Gosa    James J. Gosa	President, Chief Executive Officer and Director (Principal Executive Officer)	August 24, 2001
/s/ Kent B. Guichard     Kent B. Guichard	Senior Vice President, Finance, Chief Financial Officer and Director (Principal Financial Officer)	August 24, 2001
/s/ William F. Brandt, Jr.    William F. Brandt, Jr.	Chairman of the Board and Director (Principal Executive Officer)	August 24, 2001
/s/ Daniel T. Carroll     Daniel T. Carroll	Director	August 24, 2001
/s/ Martha M. Dally     Martha M. Dally	Director	August 24, 2001
/s/ Fred S. Grunewald     Fred S. Grunewald	Director	August 24, 2001
/s/ Kent J. Hussey     Kent J. Hussey	Director	August 24, 2001
/s/ Albert L. Prillaman     Albert L. Prillaman	Director	August 24, 2001
/s/ C. Anthony Wainwright     C. Anthony Wainwright	Director	August 24, 2001
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Exhibit Index

The following exhibits are filed herewith as part of, or incorporated by reference in, this Registration Statement:

Exhibit No.
4.1	Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K (File No. 000-14798) for the fiscal year ended April 30, 1987).
4.2	Bylaws of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company's Form10- K (File No. 000-14798) for the fiscal year ended April 30, 2001).
5	Opinion of McGuireWoods LLP, counsel to the Company. (a)
23.1	Consent of Ernst & Young LLP, independent auditors. (a)
23.2	Consent of McGuireWoods LLP (continued in opinion of counsel filed as Exhibit 5 hereto. (a)
99	American Woodmark Corporation 2000 Non-Employee Directors Stock Option Plan. (a)
(a)	Filed with this Registration Statement.
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EX-5

Exhibit 5

[MCGUIREWOODS LLP LETTERHEAD]

August 27, 2001

American Woodmark Corporation
3102 Shawnee Drive
Winchester, Virginia 22601

Ladies and Gentlemen:

We have acted as counsel to American Woodmark Corporation (the "Company") in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") relating to the Company's 2000 Non-Employee Director Stock Option Plan (the "Plan"). The Registration Statement covers 30,000 shares of the Company's Common Stock, no par value (the "Common Stock"), which have been reserved for issuance under the Plan.

In connection with the foregoing, we have made such legal and factual examinations and inquiries as we have deemed necessary or advisable for the purpose of rendering this opinion.

Based upon the foregoing, we are of the opinion that the 30,000 shares of Common Stock, when issued or sold in accordance with the terms and provisions of the Plan, will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. 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/ McGuireWoods LLP

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Non-Employee Director Stock Option Plan of our report dated June 8, 2001, with respect to the consolidated financial statements of American Woodmark Corporation incorporated by reference in its Annual Report (Form 10-K) for the fiscal year ended April 30, 2001 and the related financial schedule included therein, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Baltimore, Maryland
August 24, 2001

EX-99

Exhibit 99

AMERICAN WOODMARK CORPORATION
2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

PART I. PLAN ADMINISTRATION AND ELIGIBILITY

I.           Purpose

        The purpose of this Non-Employee Directors Stock Option Plan (the "Plan") of American Woodmark Corporation (the "Company") is to encourage ownership in the Company by non-employee members of the Board of Directors of the Company (the "Board"), in order to promote long-term shareholder value and to provide non-employee members of the Board with an incentive to continue as directors of the Company. The Plan is intended to conform to the provisions of Rule 16b-3 of the Securities Exchange Act of 1934.

II.         Administration

        The Plan shall be administered by the Board. Grants of stock options ("Options") under the Plan shall be automatic as described in Section VII. However, the Board shall have all powers vested in it by the terms of the Plan, including, without limitation, the authority (within the limitations described herein) to prescribe the form of the agreement embodying awards of stock options under the Plan, to construe the Plan, to determine all questions arising under the Plan, and to adopt and amend rules and regulations for the administration of the Plan as it may deem desirable and to establish and verify the extent of satisfaction of any conditions to exercisability applicable to Options. Any decision of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Board may act only by a majority of its members, except that members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Board. No member of the Board shall be liable for anything done or omitted to be done by him or any other member of the Board in connection with the Plan, except for his own willful misconduct or as expressly provided by statute.

III.        Eligibility

        Each person who is not an employee of the Company or any subsidiary of the Company and who is a member of the Board shall be eligible to participate in this Plan.

IV.        Stock Subject to the Plan

        The maximum number of shares of the Company's common stock ("Shares") that may be issued upon exercise of Options granted pursuant to the Plan shall be 30,000, subject to adjustment as provided in Section XII. Shares

that have not been issued under the Plan allocable to Options and portions of Options that expire or terminate unexercised may again be subject to a new Option.
PART II. OPTIONS
V. Non-Statutory Stock Options
All Options granted under the Plan shall be non-statutory in nature and shall not be entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
VI. Option Exercise Price
The exercise price of each Option shall be the fair market value of the Shares subject to such Option on the date the Option is granted, which shall be the average of the highest and lowest reported sale prices per share of the Shares on the Nasdaq National Market (or if there have been no transactions, the average of the bid and asked prices) on the date of grant.
VII. Grant of Options
Each Option shall be evidenced by a written agreement in such form as the Board shall from time to time approve, which agreement shall comply with and be subject to the following terms and conditions:
	A.    Option Grant Date. Each director of the Company who meets the eligibility conditions described in Section III on the effective date of the Plan (as described in Section XII) shall automatically receive an Option to purchase 1,000 Shares on that date. Each director who is newly elected by the Company's shareholders after the Plan's effective date to serve as a director of the Company and who meets the eligibility conditions described in Section III shall automatically receive an Option to purchase 1,000 Shares on the date of such election. Each eligible director shall annually thereafter on the anniversary date of his or her first Option grant automatically receive an Option to purchase 1,000 shares. If at any time under the Plan there are not sufficient Shares available to fully permit the automatic Option grants described in this paragraph, the Option grants shall be reduced pro rata (to zero if necessary) so as not to exceed the number of Shares available.

B.        Non-Transferability of Options. An Option shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him or her. An Option transferred by will or by the laws of descent and distribution may be exercised by the optionee's personal representative within one year of the date of the optionee's death to the extent the optionee could have exercised the Option on the date of his death. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.
C.        Exercise of Options. An Option shall be exercisable as to one-third of the number of Shares on the first anniversary of the date on which it was granted, and as to an additional one-third of the number of Shares on each succeeding anniversary until fully exercisable. No Option may be exercised:
	1.        before the Plan is approved by shareholders of the Company;
	2.        after the expiration of up to four (4) years from the date the Option is granted as specified by the Board in the participants stock option agreement; provided, however, that each Option shall be subject to termination before its date of expiration as hereinafter provided;
	3.        the Board may impose such vesting conditions and other requirements as the Board deems appropriate, and the Board may include such provisions regarding Change of Control as the Board deems appropriate,
	4.        except by written notice to the Company at its principal office, stating the number of Shares to the optionee has elected to purchase, accompanied by payment in cash and/or by delivery to the Company of Shares (valued at fair market value on the date of exercise) in the amount of the full Option exercise price for the Shares being acquired thereunder; and
	5.        only at such time as an optionee is a director of the Company, or within three (3) months after the date the optionee ceases to be a director of the Company, to the extent then exercisable, but subject to the provisions of subsection B above.

VIII.        Modification, Extension and Renewal of Options
The Board shall have the power to modify, extend or renew outstanding Options and to authorize the grant of new Options in substitution therefore, provided that any such action may not have the effect of altering or impairing any rights or obligations of any person under any Option previously granted without the consent of the optionee.
PART III. GENERAL PROVISIONS
IX.        Termination
The Plan shall terminate upon the earlier of:
	A.        the adoption of a resolution of the Board terminating the Plan; or
	B.        August 31, 2004
No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person under any Option previously granted under the Plan, without his or her consent.
X.        Limitation of Rights
	A.        No Right to Continue as a Director. In no event shall the Plan, any director's participation in the Plan, any director's receipt of an Option under the Plan or any other action taken under the Plan constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain any person as a director for any period of time.
	B.        No Shareholder's Rights Under Options. An optionee shall have no rights as a shareholder with respect to Shares covered by his or her Options until the date of exercise of the Option, and, except as provided in Section XII, no adjustment will be made for dividends or other rights for which the record date is prior to the date of such exercise.
XI.         Changes in Capital Structure
In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure or capitalization affecting the Shares, the number of Shares that may be issued under the Plan, and the number of Shares subject to or the Option exercise price per Share under any outstanding Option, shall be adjusted automatically so that the proportionate interest of the participant shall be maintained as before the occurrence of such event. Such adjustment in outstanding Options, with a corresponding adjustment in the Option exercise price per Share, shall be made without change in the total Option exercise price applicable to the unexercised

portion of the Option, and any such adjustment shall be conclusive and binding for all purposes of the Plan.
XII.        Effective Date of the Plan
The Plan shall be effective on the date of its adoption by the shareholders of the Company.
XIII.        Amendment of the Plan
The Board may suspend or discontinue the Plan or revise or amend the Plan in any respect; provided, however, that without approval of the shareholders no revision or amendment shall increase the number of Shares subject to the Plan (except as provided in Section XI).
XIV.        Notice
Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and delivered personally or mailed first class, postage prepaid to the Company at its principal business address.
XV.        Miscellaneous Provisions
	A.        Delivery of Shares. The Company shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of any part of an Option before (i) the admission of such Shares to listing on any stock exchange or other listing system on which the Company's common stock may then be listed, (ii) receipt of any required registration or other qualification of such Shares under any state of federal law or regulation that the Company's counsel shall determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements have been complied with.
	B.        Ratification. By accepting any Option or other benefit under the Plan, each participant and each person claiming under or through such person shall be conclusively deemed to have given his or her acceptance and ratification of, and consent to, any action taken by the Company or the Board.