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                                                                Exhibit 10.7 (g)

                         AMERICAN WOODMARK CORPORATION
                     SHAREHOLDER VALUE PLAN FOR EMPLOYEES


1.  PURPOSE

       On May 14, 1996, the Board of Directors of the Company adopted the
    Shareholder Value Plan For Employees (the "Plan") to provide incentive-based
    cash benefits for eligible participants if the performance goals fixed by
    the Committee pursuant to the terms of the Plan are met. The Plan is subject
    to approval by Company shareholders and is intended to meet the requirements
    of section 162(m) of the Internal Revenue Code, and regulations thereunder,
    so that cash compensation received pursuant to the Plan will be incentive
    compensation excludable from the $1 million limitation on deductible
    compensation.

2.  DEFINITIONS

       As used in the Plan, the following terms have the meanings indicated:

       (a)  "Award Table" means a table similar in type to Exhibit A with
            changes necessary to adapt the table to the performance criteria
            selected by the Committee for the Performance Period and to display
            other objective factors necessary to determine the amount, if any,
            of the award for the Performance Year.

       (b)  "Award Unit" means a measure of value fixed by the Committee with
            respect to each Performance Period whose value will be based upon
            the extent to which the Performance Goal set by the Committee for
            the Performance Period has been achieved.

       (c)  "Board" means the board of directors of the Company.

       (d)  "Change of Control" means:

            (i)  The acquisition by any unrelated person of beneficial ownership
                 (as that term is used for purposes of the Securities Exchange
                 Act of 1934) of 50% or more of the then outstanding shares of
                 common stock of the Company or the combined voting power of the
                 then outstanding voting securities of the Company entitled to
                 vote generally in the election of directors. The term unrelated
                 person means any person other than (x) the Company and its
                 Subsidiaries, (y) an employee benefit plan or trust of the
                 Company or its Subsidiaries, and (z) a person who acquires
                 stock of the Company pursuant to an agreement with the Company
                 that is approved by the
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                   Board in advance of the acquisition, unless the acquisition
                   results in a Change of Control pursuant to subsection (ii)
                   below. For purposes of this subsection, a person means an
                   individual, entity or group, as that term is used for
                   purposes of the Act.

            (ii)   Any tender or exchange offer, merger or other business
                   combination, sale of assets or any combination of the
                   foregoing transactions, and the Company is not the surviving
                   corporation.

            (iii)  A liquidation of the Company.

       (e)  "Code" means the Internal Revenue Code of 1986, as amended, and
            regulations thereunder.

       (f)  "Committee" means the committee appointed by the Board as described
            in Section 6.

       (g)  "Company" means American Woodmark Corporation, a Virginia
            corporation.

       (h)  "Company Stock" means the common stock of the Company.

       (i)  "Comparison Group" means the publicly traded corporations that are
            included in the S&P Home Furnishings and Appliance Index of
            companies.

       (j)  "Disability" means a condition that entitles the Participant to
            disability payments under the terms of the Company's long term
            disability plan.

       (k)  "Fair Market Value" means, on any given date, the average of the
            high and low price on such date as reported on the NASDAQ National
            Markets Transactions Tape. In the absence of any such sale, fair
            market value means the average of the closing bid and asked prices
            of a share of Common Stock on such date as reported by such source.
            In the absence of such average or if shares of Common Stock are no
            longer traded on NASDAQ, the fair market value shall be determined
            by the Committee using any reasonable method in good faith.

       (l)  "Participant" means any person eligible to receive a cash award
            under the Plan.

       (m)  "Performance Goal" means for the three-year Performance Period
            beginning May 1, 1996 the amount of Total Shareholder Return
            computed for a share of American Woodmark Corporation common stock
            specified by the Committee that when expressed as a percentage and
            compared with the Comparison Group falls within
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            the ranking scale between the 50th percentile and including the 90th
            percentile for such Performance Period. For Performance Periods
            beginning after April 30, 1997, the term generally means Total
            Shareholder Return as described in the preceding sentence with such
            adjustments to percentages in the ranking scale as the Committee
            deems appropriate for the Performance Period.

       (n)  "Performance Period" means three consecutive Performance Years.

       (o)  "Performance Year" means the period which is also the Company's
            fiscal year.

       (p)  "Plan" means the American Woodmark Corporation Shareholder Value
            Plan For Employees.

       (q)  "Retirement" or "Retires" means the termination of employment of a
            Participant on or after the Participant's Early Retirement Date
            under the Company's Pension Plan for reasons other than death.

       (r)  "Total Shareholder Return" means for each Performance Period (1) the
            increase in the average trading price of a share of common stock
            during the month in which ends the Performance Period (the ending
            price) over the average trading price of a share of common stock
            during the month preceding the first day of the Performance Period
            (the beginning price), plus (2) the value of dividends or other
            distributions with respect to a share of common stock during the
            Performance Period, expressed as an annualized rate of return for
            the Performance Period.

3.  PARTICIPATION

       Management employees designated by the Committee shall be eligible to
    participate in the Plan. The Committee shall award to each Participant with
    respect to each Performance Period the number of Award Units which shall be
    a component in measuring the value of the Participant's incentive payment.

4.  DETERMINATION OF AWARDS

       (a)  Before the beginning of each Performance Period, except as provided
            in (d) below, the Committee will complete and adopt an Award Table
            substantially in the form attached as Exhibit A. The Award Table
            will fix the Performance Period, the Performance Goal and all other
            relevant objective components for determining whether an incentive
            payment will be due and, if so, the amount of the incentive payment.
            Incentive payments are based on the value of each Award Unit for the
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            Performance Period if and to the extent the Performance Goal is
            achieved. The Performance Goal shall be the attainment of a target
            percentage or range of target percentages of the Performance Goal
            for the Performance Period. The amount payable to a Participant for
            the Performance Period will be determined from the Award Table as
            the product of the number of Award Units assigned to the Participant
            multiplied by the value of each Award Unit as of the end of the
            Performance Period. The Committee may establish such threshold
            requirements for the payment of an award and limitations on the
            amount of the award as the Committee shall deem appropriate. Once
            fixed, the Performance Period, the Performance Goals and targets for
            a Performance Period may not be modified after the Performance
            Period begins.

       (b)  Before any award may be paid for a Performance Period, the Committee
            shall certify that the Performance Goals and any other requirements
            of the Plan have been satisfied for the Performance Period. No
            payments shall be made unless and until the Committee makes this
            certification. Once the payment has been made pursuant to the
            certification, such certification and payment shall not be subject
            to change because of the occurrence of subsequent events or
            discovery of facts not known or not reasonably foreseeable at the
            time the certification is made.

       (c)  Even though the Performance Goals have been met, no award to a
            Participant with respect to a Performance Period shall exceed
            $750,000.

       (d)  In the Performance Year in which the Plan is adopted, the Committee
            may take the action required under (a) at any time during the
            initial Performance Year.



5.  PAYMENT OF AWARDS

       (a)  If the Committee has made the certification required pursuant to
            Section 4(b), subject to Section 4(c), awards shall be paid as soon
            as administratively practicable following the last day of the
            Performance Period for which they are computed. All awards under the
            Plan are subject to federal, state and local income and payroll tax
            withholding when paid.

       (b)  A Participant shall not receive an award if the Participant's
            employment with the Company and its subsidiaries terminates prior to
            the last day of the Performance Period for any reason other than
            death, Disability, Retirement, or sale or other
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            disposition of the business unit in which the Participant was
            employed. A Participant who terminates employment for one of the
            reasons described in the preceding sentence shall be eligible to
            receive a prorata award, if an award is otherwise payable pursuant
            to Section 4, based on the ratio that the number of full months
            elapsed during the Performance Period to the date the event occurred
            bears to 36 or such greater number of months in the Performance
            Period. A Participant shall not forfeit an award if the
            Participant's employment terminates after the end of the applicable
            Performance Period, but prior to the distribution of the award, if
            any, for such year.

       (c)  If a Participant dies and is subsequently entitled to receive an
            award under the Plan, the award shall be paid to the personal
            representative of the Participant's estate.

6.  ADMINISTRATION

       (a)  The Plan shall be administered by the Compensation Committee of the
            Board of Directors (the "Committee"), which shall be comprised
            solely of two or more "outside directors", as that term is defined
            for purposes of Code Section 162(m).

       (b)  The Board from time to time may appoint members previously appointed
            and may fill vacancies, however caused, in the Committee. Insofar as
            it is necessary to satisfy the requirements of Section 16(b) of the
            Securities Exchange Act of 1934, no member of the Committee shall be
            eligible to participate in the Plan.

       (c)  If any member of the Committee fails to qualify as an "outside
            director" or otherwise meet the requirements of this section, such
            person shall immediately cease to be a member of the Committee
            solely for purposes of the Plan and shall not take part in future
            Committee deliberations.

       (d)  The Committee may adopt rules and regulations for carrying out the
            Plan, and the Committee may take such actions as it deems
            appropriate to ensure that the Plan is administered in the best
            interests of the Company. The Committee has the authority to
            construe and interpret the Plan, resolve any ambiguities, and make
            determinations with respect to the eligibility for or amount of any
            award. The interpretation, construction and administration of the
            Plan by the Committee shall be final and conclusive. The Committee
            may consult with counsel, who may be counsel to the Company, and
            shall not incur any liability for any action taken in good faith in
            reliance upon the advice of counsel.
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7.  RIGHTS

       Participation in the Plan and the right to receive cash awards under the
    Plan shall not give a Participant any proprietary interest in the Company,
    any subsidiary or any of their assets. No trust fund shall be created in
    connection with the Plan, and there shall be no required funding of amounts
    that may become payable under the Plan. A Participant shall for all purposes
    be a general creditor of the Company. The interests of a Participant cannot
    be assigned, anticipated, sold, encumbered or pledged and shall not be
    subject to the claims of his creditors. Nothing in the Plan shall confer
    upon any Participant the right to continue in the employ of the Company or
    any subsidiary or shall interfere with or restrict in any way the right of
    the Company and its subsidiaries to discharge a Participant at any time for
    any reason whatsoever, with or without cause.

8.  SUCCESSORS

       The Plan shall be binding on the Participants and their personal
    representatives. If the Company becomes a party to any merger,
    consolidation, reorganization or other corporate transaction, the Plan shall
    remain in full force and effect as an obligation of the Company or its
    successor in interest. In the event of a Change of Control, each Performance
    Period which has not ended prior to the date of the Change of Control shall
    be deemed to have ended on the last day of the month immediately preceding
    the month in which the Change of Control occurred. The Committee, or any
    successor thereto, shall determine the awards payable to Participants
    pursuant to Section 4 for such Performance Periods. Within no later than 90
    days following the date of the Change of Control, the Committee (or its
    successor) shall determine whether the Performance Goals for such
    Performance Periods have been satisfied and shall pay the appropriate awards
    to Participants.

9.  AMENDMENT AND TERMINATION

       The Board may amend or terminate the Plan at any time as it deems
    appropriate; provided that (i) no amendment or termination of the Plan after
    the end of a Performance Period may increase or decrease the awards for the
    Performance Period just ended, and (ii) to the extent required to meet the
    requirements of Code Section 162(m) for performance-based compensation, any
    amendment that makes a material change to the Plan must be approved by the
    shareholders of the Company. The Board is specifically authorized to amend
    the Plan and take such other actions as necessary or appropriate to comply
    with Code Section 162(m) and regulations issued thereunder, and to comply
    with or avoid administration of the Plan in a manner that could cause a
    Participant to incur liability under Section 16(b) of the Securities
    Exchange Act of 1934 and regulations issued thereunder.
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10.  INTERPRETATION

     If any provision of the Plan would cause the Plan to fail to meet the Code
  Section 162(m) requirements for performance-based compensation, then that
  provision of the Plan shall be void and of no effect.  The Plan shall be
  interpreted according to the laws of the Commonwealth of Virginia.



                                                                       EXHIBIT A

                                  AWARD TABLE

            PERFORMANCE PERIOD BEGINNING 5/1/96 AND ENDING 4/30/99

       BASIS FOR PERFORMANCE GOAL MEASUREMENT: TOTAL SHAREHOLDER RETURN

                 PERCENTILE RANK
               S&P Home Furnishings
               and Appliance Index                AWARD UNIT VALUE*
               -------------------                -----------------

THRESHOLD             50                                 $  500
                      55                                    700

TARGET                60                                  1,000
                      65                                  1,300
                      70                                  1,600
                      75                                  1,950
                      80                                  2,300
                      85                                  2,650

 MAXIMUM              90+                                 3,000

     * Award Unit Values for percentile rank performance between those listed in
the tables will be interpolated.

AWARD DERIVATIONS

     Before the beginning of each Performance Year, the Committee will complete
and evidence in writing the following process relative to Plan administration
for the Performance Year.

1.  Specify the Performance Period beginning and ending dates.
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2.  Specify any additions or changes in participation and assign Award Units to
    Participants.

3.  Specify the comparison group for determining the Company's percentile rank
    for the purpose of determining whether a cash award will be payable under
    the Plan for the Performance Year.

4.  Fix Award Unit values in relation to Performance Goal and target levels.

5.  Fix Threshold Performance Goal rank below which no award is payable.

6.  Fix percent of Target Award rank.

7.  Fix maximum Performance Goal rank which results in maximum permitted award.
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                            FIRST AMENDMENT TO THE
                         AMERICAN WOODMARK CORPORATION
                     SHAREHOLDER VALUE PLAN FOR EMPLOYEES


     FIRST AMENDMENT, dated as of June 29, 1999, to the American Woodmark
Corporation Shareholder Value Plan for Employees (the "Plan") by American
Woodmark Corporation (the "Employer").  The Employer maintains the Plan adopted
on May 14, 1996.  The Employer has the power to amend the Plan and now wishes to
do so.

     NOW, THEREFORE, the Plan is amended as follows:

     I.   Effective May 1, 1999, Section 2(i) shall be amended as follows:

          (i)   "Comparison Group" means, as designated by the Committee in its
                sole discretion, the publicly traded corporations that are
                included in: (i) the S&P Home Furnishings and Appliance Index of
                companies, (ii) the Russell 2000 Index(R), or (iii) any other
                similar nationally recognized index which the Committee
                determines constitutes a comparable group of companies with the
                Company.

     II.  In all respects not amended, the Plan is hereby ratified and
          confirmed.