SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. ____)
AMERICAN WOODMARK CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
030506 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement ___.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d.7)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 4 Pages
SEC 1745 (1-84)
CUSIP Number: 030506 10 9
1. Name of Reporting Person: William F. Brandt, Jr.
S.S. or I.R.S. Identification Number of Above Person:
###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) ___
(b) ___
Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power: 2,276,541
6. Shared Voting Power: 24,794
7. Sole Dispositive Power: 2,276,541
8. Shared Dispositive Power: 24,794
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,301,335
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* X
11. Percent of Class Represented by Amount in Row 9: 29.9%
12. Type of Reporting Person* IN
Page 2 of 4 Pages
Schedule 13G/A
Item 1 (a). Name of Issuer:
American Woodmark Corporation
Item 1 (b). Address of Issuer's Principal Executive Offices:
3102 Shawnee Drive
Winchester, Virginia 22601
Item 2 (a). Name of Person Filing:
William F. Brandt, Jr.
Item 2 (b). Address of Principal Business Office, or, if none, Residence:
3102 Shawnee Drive
Winchester, Virginia 22601
Item 2 (c). Citizenship:
United States
Item 2 (d). Title of Class of Securities:
Common Stock, No Par Value
Item 2 (e). CUSIP Number: 030506 10 9
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,301,335
(b) Percent of Class: 29.9%
(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or to Direct the
Vote: 2,276,541
Page 3 of 4 Pages
(ii) Shares Power to Vote or to Direct the
Vote: 24,794
(iii) Sole Power to Dispose or to Direct the
Disposition: 2,276,541
(iv) Shared Power to Dispose or to Direct the
Disposition: 24,794
The foregoing stock ownership figures do not include 61,952 shares
owned by Mr. Brandt's wife as trustee for the benefit of their children,
and Mr. Brandt disclaims beneficial ownership of such shares for
purposes of Sections 13(d) and 13(g) of the Securities Exchange Act.
The foregoing figures do include 24,794 shares held in the Brandt Family
Foundation.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
acquired the Security being reported on by the Parent Holding
Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: JANUARY 20, 1997
Signature: WILLIAM F. BRANDT, JR.
Page 4 of 4 Pages
