Sec Form 4 Filing - RIGAS JOHN N @ ARMSTRONG WORLD INDUSTRIES INC - 2008-03-11

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
RIGAS JOHN N
2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP & General Counsel
(Last) (First) (Middle)
C/O ARMSTRONG WORLD INDUSTRIES, INC., PO BOX 3001
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2008
(Street)
LANCASTER, PA17604
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 (right to buy) $ 29.37 03/11/2008 J( 1 ) V 4,256 ( 2 ) ( 3 ) 10/02/2016 Common Stock 4,256 ( 2 ) $ 0 87,056 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RIGAS JOHN N
C/O ARMSTRONG WORLD INDUSTRIES, INC.
PO BOX 3001
LANCASTER, PA17604
Sr. VP & General Counsel
Signatures
/s/ Michele M. Nicholas, by Power of Attorney 03/12/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The disclosure on this Form 4 reflects an adjustment to the exercise price, made on March 11, 2008, to previously granted stock option awards under the issuer's Long-Term Incentive Plan in connection with the special dividend of $4.50 per share of Common Stock payable on March 31, 2008, to shareholders of record as of March 11, 2008. The initial awards were granted on October 2, 2006 (at an exercise price of $38.42/share).
( 2 )The reporting person acquired a number of additional stock options resulting from the adjustment to each of the previously granted stock options.
( 3 )The stock options will vest and become exercisable in three installments as follows: 29,018 shares on October 2, 2008; 29,019 shares on October 2, 2009 and 29,019 shares on October 2, 2010 (contingent upon the officer's employment on the scheduled vesting 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).

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