SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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
<PAGE>
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: 2,179,823
6. Shared Voting Power: 24,994
7. Sole Dispositive Power: 2,179,823
8. Shared Dispositive Power: 24,994
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,204,817
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* X
11. Percent of Class Represented by Amount in Row 9: 27.6%
12. Type of Reporting Person* IN
Page 2 of 4 Pages
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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: 2,204,817
(b) Percent of Class: 27.6%
(c) Number of Shares as to which Such Person Has:
(i) Sole Power to Vote or to Direct the
Vote: 2,179,823
Page 3 of 4 Pages
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(ii) Shares Power to Vote or to Direct
the Vote: 24,994
(iii)Sole Power to Dispose or to Direct
the Disposition: 2,179,823
(iv) Shared Power to Dispose or to Direct
the Disposition: 24,994
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 24,994 shares held in the Brandt Family
Foundation and options exercisable by Mr. Brandt, within 60
days of December 31, 1999, of 57,999 shares.
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: February 2, 2000
/s/ WILLIAM F. BRANDT, JR.
Page 4 of 4 Pages
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