- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BRANDT WILLIAM F	2. Issuer Name and Ticker or Trading Symbol AMERICAN WOODMARK CORP [ AMWD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) AMERICAN WOODMARK CORPORATION, 3102 SHAWNEE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/12/2011
(Street) WINCHESTER, VA 22601 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/12/2011		S ⁽¹⁾		300	D	$12.54	3311231	D
Common Stock	9/12/2011		S		200	D	$12.56	3311031	D
Common Stock	9/12/2011		S		300	D	$12.57	3310731	D
Common Stock	9/12/2011		S		300	D	$12.58	3310431	D
Common Stock	9/12/2011		S		100	D	$12.585	3310331	D
Common Stock	9/12/2011		S		171	D	$12.59	3310160	D
Common Stock	9/12/2011		S		29	D	$12.6	3310131	D
Common Stock	9/12/2011		S		100	D	$12.6025	3310031	D
Common Stock	9/12/2011		S		200	D	$12.6075	3309831	D
Common Stock	9/12/2011		S		200	D	$12.61	3309631	D
Common Stock	9/12/2011		S		200	D	$12.615	3309431	D
Common Stock	9/12/2011		S		100	D	$12.6175	3309331	D
Common Stock	9/12/2011		S		100	D	$12.62	3309231	D
Common Stock	9/12/2011		S		200	D	$12.63	3309031	D
Common Stock	9/12/2011		S		100	D	$12.64	3308931	D
Common Stock	9/12/2011		S		200	D	$12.645	3308731	D
Common Stock	9/12/2011		S		100	D	$12.6475	3308631	D
Common Stock	9/12/2011		S		710	D	$12.65	3307921	D
Common Stock	9/12/2011		S		300	D	$12.66	3307621	D
Common Stock	9/12/2011		S		100	D	$12.6625	3307521	D
Common Stock	9/12/2011		S		290	D	$12.7	3307231	D
Common Stock	9/12/2011		S		100	D	$12.705	3307131	D
Common Stock	9/12/2011		S		600	D	$12.79	3306531	D
Common Stock								16488	I	By Brandt Family Foundation
Common Stock								140000	I	By Spouse

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Sales on this form were affected pursuant to 10b5-1 Sales Plan adopted by the reporting person on June 20, 2011, as amended August 26, 2011.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRANDT WILLIAM F AMERICAN WOODMARK CORPORATION 3102 SHAWNEE DRIVE WINCHESTER, VA 22601	X	X

Signatures
Jan L. Symons, Attorney-In-Fact		9/13/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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