AMERICAN WOODMARK CORP
10-Q, 1999-12-10
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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                             FORM 10-Q
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

  [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended October 31, 1999

                               OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _________ to _________

              Commission file number    0-14798
                                        -------
               American Woodmark Corporation
               -----------------------------
     (Exact name of registrant as specified in its charter)


             Virginia                        54-1138147
- -------------------------------         -------------------
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)         Identification No.)


3102 Shawnee Drive, Winchester, Virginia            22601
- -----------------------------------------        ---------
(Address of principal executive offices)         (Zip Code)

                        (540) 665-9100
      ---------------------------------------------------
      (Registrant's telephone number, including area code)

                         Not Applicable
- ---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
                       since last report)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90
days. Yes  [X]   No

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

Common Stock, no par value         7,977,132 shares outstanding
- --------------------------         ----------------------------
           Class                      as of December 9, 1999

<PAGE>
                 AMERICAN WOODMARK CORPORATION

                           FORM 10-Q

                             INDEX

                                                            PAGE
PART I.  FINANCIAL INFORMATION                             NUMBER
- ------------------------------                             ------

Item 1. Financial Statements

        Consolidated Balance Sheets--October 31, 1999
        and April 30, 1999                                     3

        Consolidated Statements of Income--Three months
        ended October 31, 1999 and 1998; Six months ended
        October 31, 1999 and 1998                              4

        Consolidated Statements of Cash Flows--Six months
        Ended October 31, 1999 and 1998                        5

        Notes to Consolidated Financial Statements--
        October 31, 1999                                     6-9

Item 2. Management's Discussion and Analysis               10-16

Item 3.  Quantitative and Qualitative Disclosure of
         Market Risk                                          16


PART II. OTHER INFORMATION
- --------------------------

Item 6. Reports on Form 8-K                                   16


SIGNATURE                                                     17
- ---------

                                       2
<PAGE>





PART I.   FINANCIAL INFORMATION

                  AMERICAN WOODMARK CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                (in thousands, except share data)

                                            October 31    April 30
                                               1999         1999
                                           -----------   ---------
ASSETS                                     (Unaudited)   (Audited)

Current Assets
  Cash and cash equivalents                   $ 3,567    $14,165
  Customer receivables                         36,714     38,925
  Inventories                                  23,642     18,008
  Prepaid expenses and other                    1,993      1,487
  Deferred income taxes                         3,062      1,936
                                           -----------   ---------
               Total Current Assets            68,978     74,521

Property, Plant and Equipment                  67,200     53,739
Deferred Costs and Other Assets                13,388     11,046
Intangible Pension Assets                       1,303      1,303
                                           -----------   ---------
                                             $150,869   $140,609
                                           ===========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Loans payable                               $ 2,450    $     0
  Accounts payable                             19,168     18,919
  Accrued compensation and related expenses    15,370     17,183
  Current maturities of long-term debt          1,986      1,974
  Other accrued expenses                        7,332      6,959
                                           -----------   ---------
               Total Current Liabilities       46,306     45,035

Long-Term Debt, less current maturities        10,550     11,435
Deferred Income Taxes                           4,718      3,373
Long-Term Pension Liabilities                   2,429      2,429
Commitments and Contingencies                      --         --

Stockholders' Equity
  Preferred Stock, $1.00 par value;
    2,000,000 shares authorized, none
    issued
  Common Stock, no par value; 20,000,000
    shares authorized; issued and
    outstanding 7,950,849 shares at
    October 31, 1999; 7,800,886 shares
    at April 30, 1999                          22,104     21,575
  Retained earnings                            64,762     56,762
                                           -----------   ---------
               Total Stockholders' Equity      86,866     78,337
                                           -----------   ---------
                                             $150,869   $140,609
                                           ===========   =========

See notes to consolidated financial statements

                                       3
<PAGE>
                   AMERICAN WOODMARK CORPORATION
                 CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except share data)
                            (Unaudited)



                             Three Months Ended   Six Months Ended
                                 October 31           October 31
                             ------------------   ----------------
                               1999      1998       1999     1998
                             -------   -------    -------  -------
Net sales                   $ 99,259  $ 79,401   $193,436 $152,074
Cost of sales and
  distribution                73,750    56,750    141,854  107,517
                             -------   -------    -------  -------
  Gross Profit                25,509    22,651     51,582   44,557

Selling and marketing
  expenses                    14,982    12,232     29,206   22,594
General and administrative
  expenses                     4,059     2,783      8,255    7,379
                             -------   -------    -------  -------
  Operating Income             6,468     7,636     14,121   14,584

Interest expense                  23        20        152      190
Other income                    (282)     (233)      (342)    (484)
                             -------   -------    -------  -------
  Income Before Income
    Taxes                      6,727     7,849     14,311   14,878

Provision for income
  taxes                        2,627     3,041      5,597    5,829
                             -------   -------    -------  -------
  Net Income                $  4,100  $  4,808   $  8,714  $ 9,049
                             =======   =======    =======  =======



Earnings Per Share

  Weighted average
   shares outstanding
     Basic                 7,937,869 7,827,961  7,929,092 7,818,429
     Diluted               8,083,737 8,000,211  8,099,015 7,992,216

  Net income per share
     Basic                     $0.52     $0.62      $1.10     $1.16
     Diluted                   $0.51     $0.60      $1.08     $1.13
                             =======   =======     =======  =======

See notes to consolidated financial statements

                                       4
<PAGE>

                   AMERICAN WOODMARK CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (in thousands)
                           (Unaudited)

                                                 Six Months Ended
                                                    October 31
                                                 ----------------
                                                   1999      1998
Operating Activities                             -------    ------
  Net income                                     $ 8,714    $9,049
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Provision for depreciation and amortization    6,650     4,170
    Net gain on disposal of property, plant
     and equipment                                    (1)      (13)
    Deferred income taxes                            219      (149)
    Other non-cash items                             498       489
    Changes in operating assets and liabilities:
     Customer receivables                          1,829    (4,698)
     Inventories                                  (5,952)   (2,350)
     Other assets                                 (5,915)   (4,750)
     Accounts payable                                249     4,731
     Accrued compensation and related expenses    (1,813)      308
     Other                                            21        65
                                                 -------    ------
       Net Cash Provided by Operating Activities   4,499     6,852
                                                 -------    ------
Investing Activities
  Payments to acquire property, plant and
    equipment                                    (16,674)  (11,256)
  Proceeds from sales of property, plant and
    equipment                                         10        15
                                                 -------    ------
       Net Cash Used by Investing Activities     (16,664)  (11,241)
                                                 -------    ------
Financing Activities
  Payments of long-term debt                        (670)     (438)
  Proceeds from the issuance of Common Stock         501       583
  Payment of dividends                              (714)     (547)
  Net Increase in Short-term Borrowings            2,450         0
  Increase in Long-term Borrowings                     0       250
                                                 -------    ------
       Net Cash Provided (Used) by
        Financing Activities                       1,567      (152)
                                                 -------    ------
Decrease In Cash And Cash Equivalents            (10,598)   (4,541)

Cash And Cash Equivalents, Beginning Of Period    14,165    23,925
                                                 -------    ------
Cash And Cash Equivalents, End Of Period         $ 3,567   $19,384
                                                 =======    ======
See notes to consolidated financial statements

                                       5
<PAGE>
                   AMERICAN WOODMARK CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A--BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six-month period ended October 31, 1999
are not necessarily indicative of the results that may be
expected for the year ended April 30, 2000.  The unaudited
financial statements should be read in conjunction with the
financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended
April 30, 1999.



NOTE B--NEW ACCOUNTING PRONOUNCEMENTS

As of May 1, 1999 the Company adopted the Accounting Standards
Executive Committee of the American Institute of Certified Public
Accountants' Statement of Position (SOP) 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal
Use."  The SOP requires qualifying computer software costs
incurred in connection with obtaining or developing software for
internal use to be capitalized.  In prior years, the Company
capitalized costs of purchased software and expensed internal
costs of developing software.  The effect of adopting this SOP
was not material to the results of the three or six month
periods, and is not expected to be material for the full year.

















                                       6
<PAGE>

NOTE C--EARNINGS PER SHARE

The following table sets forth the computation of basic and
diluted earnings per share:


                            Three Months Ended    Six Months Ended
                                October 31            October 31
                            ------------------    ----------------
                              1999      1998       1999      1998
                            --------   -------    -------   ------
Numerator:
  Net income used for
   both basic and dilutive
   earnings per share       $4,100     $4,808     $8,714     $9,049



Denominator:
  Denominator for basic
    earnings per share -
    weighted-average
    shares               7,937,869  7,827,961  7,929,092  7,818,429

  Effect of dilutive
    securities:
    Employee Stock
      Options              145,868    172,250    169,923    173,787
                           -------    -------    -------    -------

Denominator for diluted
  earnings per share -
  adjusted weighted-
  average shares and
  assumed conversions    8,083,737  8,000,211  8,099,015  7,992,216
                         =========  =========  =========  =========

Basic earnings per share    $ 0.52     $ 0.62     $ 1.10     $ 1.16
                              ====       ====       ====       ====
Diluted earnings
  per share                 $ 0.51     $ 0.60     $ 1.08     $ 1.13
                              ====       ====       ====       ====



                                       7
<PAGE>

NOTE D--CUSTOMER RECEIVABLES

The components of customer receivables were:

                                          October 31    April 30
                                             1999         1999
(in thousands)                            ----------    ---------
Gross customer receivables                 $39,658       $41,488
Less:
  Allowance for doubtful accounts             (694)         (422)
  Allowance for returns and discounts       (2,250)       (2,141)
                                          ----------    ---------
Net customer receivables                   $36,714       $38,925
                                          ==========    =========

NOTE E--INVENTORIES

The components of inventories were:

                                         October 31     April 30
                                            1999           1999
(in thousands)                            ----------    ---------
Raw materials                              $11,831      $ 9,433
Work-in-process                             17,133       14,409
Finished goods                               1,619        1,069
                                          ----------    ---------

Total FIFO inventories                     $30,583      $24,911

Reserve to adjust inventories
  to LIFO value                             (6,941)      (6,903)
                                          ----------    ---------
Total LIFO inventories                     $23,642      $18,008
                                          ==========    =========

Inventories determined using the LIFO inventory method were
$22,702,000 at October 31, 1999 and $17,232,000 at April 30,
1999.  Inventories determined using the FIFO inventory method
were $940,000 at October 31, 1999 and $776,000 at the end of
1999.  An actual valuation of inventory under the LIFO method can
be made only at the end of each year based on the inventory
levels and costs at that time.  Accordingly, interim LIFO
calculations must necessarily be based on management's estimates
of expected year-end inventory levels and costs.  Since they are
subject to many forces beyond management's control, interim
results are subject to the final year-end LIFO inventory
valuation.

NOTE F--CASH FLOW

Supplemental disclosures of cash flow information:

                                             Six Months Ended
                                                October 31
                                            ------------------
(in thousands)                              1999          1998
                                           ------        ------
Cash paid during the period for:
  Interest                                $   302       $   313
  Income taxes                            $ 6,231       $ 6,278

                                       8
<PAGE>

NOTE G--OTHER INFORMATION

The Company is involved in various suits and claims in the normal
course of business. Included therein are claims against the
Company pending before the Equal Employment Opportunity
Commission. Although management believes that such claims are
without merit and intends to vigorously contest them, the
ultimate outcome of these matters cannot be determined at this
time. In the opinion of management, after consultation with
counsel, the ultimate liabilities and losses, if any, that may
result from suits and claims involving the Company will not have
a material adverse effect on the Company's results of operations
or financial position.

The Company is voluntarily participating with a group of
companies which is cleaning up a waste facility site at the
direction of a state environmental authority.

The Company records liabilities for all probable and reasonably
estimable loss contingencies on an undiscounted basis.  For loss
contingencies related to environmental matters, liabilities are
based on the Company's proportional share of the contamination
obligation of a site since management believes it probable that
the other parties, which are financially solvent, will fulfill
their proportional contamination obligations.  There are no
probable insurance or other indemnification receivables recorded.
The Company has accrued for all known environmental remediation
costs which are probable and can be reasonably estimated, and
such amounts are not material.


                                       9
<PAGE>

              MANAGEMENT'S DISCUSSION AND ANALYSIS
           SIX MONTHS ENDED OCTOBER 31, 1999 AND 1998

RESULTS OF OPERATIONS
- ---------------------

Net sales for the second quarter of fiscal 2000 were $99.3
million, an increase of 25.0% over the second quarter of fiscal
1999.  Net sales of $193.4 million for the six-month period ended
October 31, 1999 were 27.2% higher than the same period of the
prior year.  Improved sales were reported across all channels of
distribution as a result of new products introduced over the past
year, a shift in mix to higher-end products, new store openings
in the home center channel and overall market share gains.
Current year average unit prices increased over prior year due to
a general price increase implemented during the third quarter of
the prior fiscal year and improvement in both channel and product
mix.

In fiscal 2000, second quarter gross margin was 25.7%, down from
the fiscal 1999 second quarter gross margin of 28.5%.  For the
first six months of fiscal 2000, gross margin was 26.7%, down
from the previous year six month gross margin of 29.3%.  Both
decreases were due to the combination of higher material, labor,
overhead and distribution costs. Higher material costs were
primarily the result of capacity limitations that required the
outsourcing of certain component parts.  The Company continued
its aggressive capital expenditure program that began in the
fourth quarter of fiscal 1998 to increase overall production
capacity and relieve specific constraints in component
production.  While the Company is aggressively adding capacity,
growth in demand for the Company's products continues to outpace
the rate of capacity expansion. The Company experienced higher
labor costs due to the short-term impact of new and inexperienced
production employees hired to support the Company's growth.
Higher overhead costs were the result of start-up expenses
incurred at new facilities constructed to support the increased
demand for the Company's products.  Higher distribution costs
were the result of increases in standard freight rates from third
party carriers.

Selling and marketing expenses increased $2.8 million for the
second quarter of fiscal 2000 and $6.6 million for the first six
months compared to the prior year.  The increased expenses for
both periods is primarily attributable to an increase in
performance based marketing programs, start-up expenses related
to the Coventry & Case custom cabinet line in the home center
channel and increased staffing levels to support the Company's
growth.  General and administrative expenses increased $1.3
million for the second quarter and increased $876 thousand for

                                      10
<PAGE>

the six month period when comparing fiscal 2000 to fiscal 1999.
The increase experienced in the second quarter of fiscal 2000 is
associated with timing of performance based employee bonus
compensation accruals, general and administrative expenses at
Knapp Woodworking and increased reserves for bad debt.  The
fiscal year-to-date increase of $876 thousand for fiscal 2000
over fiscal 1999, reflects both the Company's recognition of
expenses associated with its Knapp Woodworking subsidiary and
increased reserves for bad debt, which were partially offset by a
decrease in accruals for performance based employee bonus
compensation.


Liquidity and Capital Resources
- -------------------------------

The Company's operating activities generated $4.5 million in net
cash in the first six months of fiscal year 2000 compared to $6.9
million net cash generated in the same period of the prior fiscal
year.  Additional cash generated from a decrease in customer
receivables was more than offset by increases in inventory and
investments in promotional displays.  Customer receivables
decreased due to the timing of payments from certain accounts.
Increased depreciation expense resulted from the Company's
aggressive capital expenditure program over the past eighteen
months.  The increase in inventory levels resulted primarily from
higher levels of work-in-process inventory required to support
the Company's expanded product offering, overall growth and
support for peak demand during the fall selling season.  The
period-over-period reduction in favorable cash flow from other
accrued liabilities resulted primarily from changes in the timing
of payments for promotional and tax related expense items.

Capital spending during the first six months of fiscal year 2000
was $16.6 million, an increase of $5.5 million over the same
period of the prior fiscal year.  The Company is continuing to
invest capital in additional capacity through a combination of
new facility construction and plant expansions.  During the first
six months of fiscal year 2000 the Company invested in the
initial construction of its new assembly and finishing facility
located in Gas City, Indiana, expansion of finishing operations
at its Moorefield, West Virginia facility, expansion of the
drying and lumber processing capabilities of its lumber dimension
facility located in Monticello, Kentucky, as well as general
spending for machinery to increase capacity and efficiency.  The
Company anticipates that capital expenditures will continue at a
rate equal to or greater than that of the first six months of the
current fiscal year throughout the remainder of fiscal year 2000
as the Company continues to fund projects designed to increase
capacity and improve the Company's competitive position.  The
Company intends to increase manufacturing  capacity through both

                                      11
<PAGE>

the expansion of existing facilities and the construction of new
facilities.

Net cash provided by financing activities was $1.6 million for
the first six months of fiscal year 2000 as proceeds from short-
term borrowings offset payment of long-term debt and cash-
dividends. In the same period of the prior fiscal year financing
activities used $152 thousand in net cash.  The Company began to
borrow against the Company's short-term revolving credit facility
during the second quarter of fiscal year 2000 as cash on-hand
combined with cash generated by operating activities became
insufficient to support payments to acquire plant, property and
equipment.  The revolving credit facility is used by the Company
as a working capital account.  As such, borrowings and repayments
may routinely occur on a daily basis.  During the second quarter
of fiscal year 2000 the outstanding balance against this line of
credit never exceeded $5.6 million.  In this same period, the
total transactions through this credit facility were borrowings
of $30.4 million and payments of $28.5 million.  The outstanding
balance on this credit account was $1.9 million on October 31,
1999.  Long-term debt to total equity declined from 14.6% at
April 30, 1999 to 12.1% at October 31, 1999. Cash dividends of
$397 thousand, or $0.05 per share, were paid during the second
quarter of fiscal year 2000.

Cash flow from operations combined with accumulated cash on hand
and available borrowing capacity is expected to be sufficient to
meet forecasted working capital requirements, service existing
debt obligations and fund capital expenditures for the remainder
of fiscal year 2000.


Year 2000
- ---------

The Company recognizes that the year 2000 presents many
challenges for information systems, specifically the issue of two-
digit determination of year. The Company has performed a self-
assessment and has identified all known software and hardware
issues associated with two-character versus four-character year
codes.  Business plans have been developed and initiated which
have brought about four-digit year compliance for all internal
software and hardware systems.  The Company has completed 100% of
the conversion of its critical systems including the order
billing, accounts receivable, financial and manufacturing systems
to a client-server based architecture that is Year 2000
compliant.  The cost of updating systems to comply with four-
digit dating is believed to have been incrementally immaterial as
the Company's strategic business plan had already called for
upgrading information systems technology.  No significant
additional expense beyond the standard information systems
operating cost was incurred.  The Company has no exposure

                                      12
<PAGE>

to contingencies related to the Year 2000 Issue for the products
it has sold.

The Company further recognizes a risk from the year 2000 impact
on its suppliers and customers.  In response, the Company has
initiated formal communications with all of its significant
suppliers, large customers and service providers to determine the
extent to which the Company's interface systems are vulnerable to
those third parties' failures to remediate their own year 2000
issues.  The Company has contacted all of its critical vendors
and all vendors with greater than $20,000 in activity over the
last twelve months.  Of this vendor group 59% have responded,
including 100% of those suppliers deemed critical.  Of the vendor
respondents, all critical vendors have indicated that they were
year 2000 compliant on or before July 31, 1999.  Of the remaining
population of surveyed vendors, 74% have responded that they
would be year 2000 compliant on or before July 31, 1999.  To date
80% of the Company's key customers have been identified as being
year 2000 compliant, and the Company is working to further
confirm year 2000 compliance among its customer base.  To date,
the Company is not aware of any external agent Year 2000 Issue
that would materially impact the Company's results of operations,
liquidity or capital resources.  Further, based on presently
available information, the Company does not believe that the
incremental cost associated with the year 2000 compliance
activities of third parties is material to the Company.

There can be no guarantee that the systems of suppliers and
customers will be converted by the end of calendar year 1999. In
response, the Company is developing contingency plans to address
critical system interfaces with these third parties in the event
that these third parties are unable to resolve their year 2000
compliance issues by the end of calendar year 1999. At this point
the Company has not quantified the impact of the most reasonably
likely worst case scenario.

The Company plans associated with the year 2000 modifications
have been based on management's best estimates, which were
derived utilizing numerous assumptions of future events including
the continued availability of certain resources and other
factors.  The Company believes that it has completed all aspects
of its year 2000 modification plan.  However, there can be no
guarantee of this, and actual results could differ materially
from those plans.  Specific factors that might cause such
material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and
similar uncertainties.

                                      13
<PAGE>

Other
- -----

The Company's 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 the Company's customer mix have reduced seasonal
fluctuations in the Company's performance over the past few
years.

The costs of the Company's products are subject to inflationary
pressures and commodity price fluctuations.  Inflationary
pressure and commodity price increases have been relatively
modest over the past five years, except for lumber prices which
rose significantly during fiscal 1997. The Company has generally
been able over time to recover the effects of inflation and
commodity price fluctuations through sales price increases.

The Company expects to maintain or increase recent profitability
performance while investing resources in future products,
facilities and markets. The Company expects that actions taken to
exit certain lower margin, non-strategic businesses will position
the Company to regain the efficiencies and cost structures
achieved during both Fiscal 1998 and 1999.

The Company currently has insufficient overall capacity to meet
projected growth.  As long as demand exceeds capacity and the
Company continues to purchase outside material, gross margins
will be negatively impacted by continued higher cost of goods
sold.  Capital spending is under way to correct this situation
within the current fiscal year.  Identified capital projects
include expansion to remove specific capacity limitations in
certain processes, productivity improvements, cost savings
initiatives and replacement of aging equipment.

The Company establishes debt to equity targets in order to
maintain the financial health of the Company and is prepared to
trim investment plans to maintain financial strength.

While the Company is not currently aware of any events that would
result in a material decline in earnings from fiscal 1999, we
participate in an industry that is subject to rapidly changing
conditions.  The preceding forward looking statements are based
on current expectations, but there are numerous factors that
could cause the Company to experience a decline in sales and/or
earnings. These include (1) overall industry demand at reduced
levels, (2) economic weakness in a specific channel of
distribution, especially the home center industry, (3) the loss
of sales from specific customers due to their loss of market
share, bankruptcy or switching to a competitor, (4) a sudden and
significant rise in basic raw material costs, (5) the need to

                                      14
<PAGE>

respond to price or product initiatives launched by a competitor,
(6) a significant investment which provides a substantial
opportunity to increase long-term performance, (7) sales growth
at a rate that outpaces the Company's ability to employ new
capacity resulting in the requirement to outsource certain
manufactured components and (8) disruption of business from the
failure of a significant customer or supplier to attain year 2000
compliance.  While the Company believes that these risks are
manageable and will not adversely impact the long-term
performance of the Company, these risks could, under certain
circumstances, have a materially adverse impact on short-term
operating results.

The Company is involved in various suits and claims in the normal
course of business.  Included therein are claims against the
Company pending before the Equal Employment Opportunity
Commission. Although management believes that such claims are
without merit and intends to vigorously contest them, the
ultimate outcome of these matters cannot be determined at this
time.  In the opinion of management, after consultation with
counsel, the ultimate liabilities and losses, if any, that may
result from suits and claims involving the Company will not have
any material adverse effect on the Company's operating results or
financial position.

The Company is voluntarily participating with a group of
companies, which are cleaning up a waste facility site at the
direction of a state environmental authority.

The Company records liabilities for all probable and reasonably
estimable loss contingencies on an undiscounted basis.  For loss
contingencies related to environmental matters, liabilities are
based on the Company's proportional share of contamination of a
site since management believes it "probable" that the other
parties, which are financially solvent, will fulfill their
proportional share of the contamination obligation of a site.
There are no probable insurance or other indemnification
receivables recorded.  The Company has accrued for all known
environmental remediation costs that are probable and can be
reasonably estimated, and such amounts are not material.

As reported in the Company's fiscal year 1999 Annual Report, the
financial condition of Hechinger Co., the Company's third largest
Home Center customer, had deteriorated significantly.  And on
September 9, 1999 Hechinger Co. announced that it would proceed
with an orderly liquidation of its assets. The Company believes
that the loss of Hechinger Co. will not have any material impact
to the Company's performance as overall industry growth and the
Company's continued increase in market share have been sufficient
to offset lost sales from the reduction of business with

                                      15
<PAGE>

Hechinger Co.  The Company did not have any material net asset
exposure as of the date Hechinger Co. filed for bankruptcy
protection nor did the Company have any material net asset
exposure on the date Hechinger Co. announced its intent to
proceed with an orderly liquidation of assets.

On December 6, 1999 the Board of Director's approved a $0.05 per
share cash dividend on its common stock.  The cash dividend will
be paid on January 7, 2000 to shareholders of record on December
22, 1999.


Item 3.   Quantitative and Qualitative Disclosure of Market Risk
          ------------------------------------------------------

The Company is exposed to changes in interest rates primarily
from its long-term debt arrangements and, secondarily, its
investments in securities. The Company uses interest rate swap
agreements to manage exposure to interest rate changes on certain
long-term borrowings.  The Company's exposure to interest rate
changes is not considered to be material.



PART II.  OTHER INFORMATION

Item 6.   Reports on Form 8-K
          -------------------

(a)  Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the
     three months ended October 31, 1999.








                                      16
<PAGE>

                           SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                   AMERICAN WOODMARK CORPORATION
                                   -----------------------------
                                            (Registrant)




/s/William A. Armstrong            /s/Kent B. Guichard
- -----------------------            -------------------
William A. Armstrong               Kent B. Guichard
Corporate Controller               Senior Vice President, Finance
     and Chief Financial Officer

Date:  December 10, 1999           Date:  December 10, 1999

                                   Signing on behalf of the
                                   registrant and as principal
                                   financial officer










                                      17
<PAGE>

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<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-END>                               OCT-31-1999
<CASH>                                           3,567
<SECURITIES>                                         0
<RECEIVABLES>                                   39,658
<ALLOWANCES>                                     2,944
<INVENTORY>                                     23,642
<CURRENT-ASSETS>                                68,978
<PP&E>                                         119,313
<DEPRECIATION>                                  52,113
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<BONDS>                                         10,550
                                0
                                          0
<COMMON>                                        22,104
<OTHER-SE>                                      64,762
<TOTAL-LIABILITY-AND-EQUITY>                   150,869
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<TOTAL-REVENUES>                               193,436
<CGS>                                          141,854
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<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   274
<INTEREST-EXPENSE>                                 152
<INCOME-PRETAX>                                 14,311
<INCOME-TAX>                                     5,597
<INCOME-CONTINUING>                              8,714
<DISCONTINUED>                                       0
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<CHANGES>                                            0
<NET-INCOME>                                     8,714
<EPS-BASIC>                                     1.10
<EPS-DILUTED>                                     1.08


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