AMERICAN WOODMARK CORP
SC 13G/A, 1997-02-03
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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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: Richard A. Graber
	
   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:	606,615

6.	Shared Voting Power: 11,972

7.	Sole Dispositive Power: 606,615

8.	Shared Dispositive Power: 11,972

9. 	Aggregate Amount Beneficially Owned by Each Reporting
    Person: 618,587

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* X  

11.	Percent of Class Represented by Amount in Row 9:	8.0%

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:

         			Richard A. Graber

Item 2 (b).	Address of Principal Business Office, or, if none, Residence:

         			1712 Handley Avenue
			         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: 618,587

     			(b)	Percent of Class:	8.0%

     			(c)	Number of Shares as to Which Such Person Has:

           (i) 	Sole Power to Vote or to Direct the
 					          Vote: 606,615







Page 3 of 4 Pages

     			  (ii) Shares Power to Vote or to Direct the
				           Vote:  11,972

         (iii) Sole Power to Dispose or to Direct the
				           Disposition:  606,615

          (iv) Shared Power to Dispose or to Direct the
			            Disposition:  11,972

The foregoing stock ownership figures do not include 33,734 shares 
owned by Mr. Graber's wife as trustee for the benefit of their 
children and family members, and Mr. Graber 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 
11,972 shares held in the Graber 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:	RICHARD A. GRABER

Page 4 of 4 Pages









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