Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ESPE MATTHEW J
   2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [AWI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O ARMSTRONG WORLD INDUSTRIES, INC., 2500 COLUMBIA AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
12/17/2010
(Street)

LANCASTER, PA 17603		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option $ 37.54 12/17/2010   D(1)     75,463 08/10/2011 08/10/2020 Common stock 75,463 (1) 0 D  
Stock option $ 28.83 12/17/2010   A(1)   98,283   08/10/2011 08/10/2020 Common stock 98,283 (1) 98,283 D  
Stock option $ 37.54 12/17/2010   D(1)     75,464 08/10/2012 08/10/2020 Common stock 75,464 (1) 0 D  
Stock option $ 28.83 12/17/2010   A(1)   98,284   08/10/2012 08/10/2020 Common stock 98,284 (1) 98,284 D  
Stock option $ 37.54 12/17/2010   D(1)     75,464 08/10/2013 08/10/2020 Common stock 75,464 (1) 0 D  
Stock option $ 28.83 12/17/2010   A(1)   98,284   08/10/2013 08/10/2020 Common stock 98,284 (1) 98,284 D  
Performance based restricted stock units (2) 12/17/2010   D(2)     39,958   (2)   (2) Common stock 39,958 $ 0 0 D  
Performance based restricted stock units (2) 12/17/2010   A(2)   39,958     (2)   (2) Common stock 39,958 $ 0 39,958 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ESPE MATTHEW J
C/O ARMSTRONG WORLD INDUSTRIES, INC.
2500 COLUMBIA AVENUE
LANCASTER, PA 17603		   X     President and CEO  

Signatures

 /s/ Jeffrey D. Nickel, attorney-in-fact   12/21/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transactions involved an amendment of outstanding options due to the recapitalization of the Company, resulting in the deemed cancellation of the "old" options and the grant of replacement options.
(2) The performance-based restricted stock units (PRSU) granted to Mr. Espe have been amended to adjust the stock price target due to the recapitalization of the Company, resulting in a deemed cancellation of the old PRSU and the grant of replacement PRSU. PRSU vest as follows: (i)50% of PRSU (19,979 units) will vest on 12/31/12 if the stock price target of $42.73 has been achieved; (ii)50% of PRSU (19,979 units) will vest on 12/31/13 if the stock price target of $57.73 has been achieved; and if PRSU do not vest in accordance with clause (i) and/or clause (ii), PRSU will vest when the applicable stock price targets are achieved, but only if they are achieved no later than 12/31/14. To the extent that, as of 12/31/14, the applicable stock price targets have not been met, PRSU shall be forfeited. The Company's closing stock price must be equal to or above the stock price target for 15 trading days in a 20 day consecutive trading day period at anytime prior to the applicable vesting dates.

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