SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Grizzle Victor

(Last)

(First)

(Middle)

2500 COLUMBIA AVENUE

(Street)

LANCASTER

17603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2011

3. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, Armstrong Bdg Product

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	5,862	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽²⁾	⁽²⁾	01/17/2021	Common Stock	14,385	$42.65	D

Explanation of Responses:

1. Represents restricted stock units granted under 2006 Long-Term Incentive Plan. The restrictions will lapse and the units will vest in three installments as follows: 1,954 shares on January 16, 2012; 1,954 shares on January 16, 2013; and 1,954 shares on January 16, 2014 (contingent upon the officer's employment on the scheduled vesting dates). Each restricted stock unit represents the right to receive one share of common stock; however, the Management Development and Compensation Committee of the Company may settle the restricted stock units in cash if insufficient shares are available at the end of the restriction periods.

2. The options are non-qualified and have a ten-year term starting January 17, 2011. The options will vest in four equal installments as follows: 4,795 shares on January 17, 2011; 4,795 shares on January 17, 2012; 4,795 shares on January 17, 2013; and 4,795 shares on January 17, 2014. Each stock option entitles the holder to purchase one share of AWI common stock at an exercise price equal to $42.65, which may be paid in cash or by delivering shares of AWI stock the holder has owned for at least six months.

Remarks:

	/s/ Mary J. Huwaldt, POA for Victor Grizzle	01/21/2011
	** 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 5 (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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