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^*

ZAWOYSKY MICHAEL G

(Last)

(First)

(Middle)

C/O A.C. MOORE ARTS CRAFTS, INC.

130 A.C. MOORE DRIVE

(Street)

BERLIN

08009

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2008

3. Issuer Name and Ticker or Trading Symbol
A.C. Moore Arts & Crafts, Inc. [ ACMR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. and Acting CFO

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, no par value	8,481⁽¹⁾	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)
Employee Stock Option (right to buy)	⁽²⁾	03/26/2014	Common Stock	10,000	$21.81	D
Stock Appreciation Right	⁽³⁾	⁽³⁾	Common Stock	8,516	$6.82	D

Explanation of Responses:

1. Includes 4,481 shares of performance accelerated restricted stock ("PARS"). 1,500 shares of PARS granted on June 13, 2007 vest in installments upon the Issuer's achievement of certain financial performance targets. Such PARS vest in full on the date that is four years from the date of grant, if not earlier vested. 2,981 shares of PARS granted on March 31, 2008 vest in installments upon the Issuer's achievement of certain financial performance targets. Such PARS vest in full on the date that is five years from the date of grant, if not earlier vested.

2. This option is exercisable in three equal annual installments. The first installment became exercisable on March 26, 2008, and the other two installments become exercisable on March 26, 2009 and March 26, 2010.

3. Stock appreciation rights vest in three equal annual installments and expire seven years from March 31, 2008, the grant date, if not earlier terminated or exercised in full.

Remarks:

EXHIBIT INDEX: Exhibit 24.1 - Power of Attorney The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

	/s/ Amy Rhoades, by Power of Attorney	07/07/2008
	** 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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