SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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: Mary Jo Stout
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: 847,536
6. Shared Voting Power: 0
7. Sole Dispositive Power: 847,536
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 847,536
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* ____
11. Percent of Class Represented by Amount in Row 9: 10.6%
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:
Mary Jo Stout
Item 2 (b). Address of Principal Business Office, or, if none,
Residence:
P. O. Box 206
Cross Junction, Virginia 22625
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: 847,536
(b) Percent of Class: 10.6%
(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or to Direct the
Vote: 847,536
Page 3 of 4 Pages
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(ii) Shares Power to Vote or to Direct the
Vote: 0
(iii)Sole Power to Dispose or to Direct
the Disposition: 847,536
(iv)Shared Power to Dispose or to Direct
the Disposition: 0
The foregoing stock ownership figures include 20,000 shares
held by Mrs. Stout as trustee for the benefit of her
children, 6,625 shares held in the Holcomb Family Foundation,
and 120,032 shares held by her brother as trustee for the
benefit of Mrs. Stout.
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/ MARY JO STOUT
Page 4 of 4 Pages
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