8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: January 3, 2006

(Date of earliest event reported)

ARMSTRONG HOLDINGS, INC.

(Exact name of registrant as specified in its chapter)

Pennsylvania	000-50408	23-3033414
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 3001, Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its chapter)

Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 3001, Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

NA

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01. Other Events.

On December 29, 2005, the United States Court of Appeals for the Third Circuit filed its decision upholding the U.S. District Court’s denial of confirmation of Armstrong World Industries, Inc.’s Plan of Reorganization. The decisions of both courts are available at armstrongplan.com. The full text of the press release announcing the District Court’s determination is attached hereto as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

No. 99.1 Armstrong Holdings, Inc. Press Release dated January 3, 2006, announcing the United States Court of Appeals decision upholding the U.S. District Court’s denial of confirmation of Armstrong World Industries, Inc.’s Plan of Reorganization.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARMSTRONG HOLDINGS, INC.
By:	/s/    Walter T. Gangl
	Walter T. Gangl Deputy General Counsel and Assistant Secretary
ARMSTRONG WORLD INDUSTRIES, INC.
By:	/s/    Walter T. Gangl
	Walter T. Gangl Assistant Secretary

Date: January 3, 2006

EXHIBIT INDEX

Exhibit No.	Description
No. 99.1	Armstrong Holdings, Inc. Press Release dated January 3, 2006, announcing the United States Court of Appeals decision upholding the U.S. District Court’s denial of confirmation of Armstrong World Industries, Inc.’s Plan of Reorganization.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE January 3, 2006 CONTACT: Media Inquiries: Dorothy Brown Smith Vice President Corporate Communication (717) 396-5696 Investor Inquiries: Beth Riley Director Investor Relations (717) 396-6354

ARMSTRONG ANNOUNCES COURT OF APPEALS DECISION

LANCASTER, PA January 3, 2006 -- Armstrong Holdings, Inc. (OTCBB: ACKHQ) today announced that on December 29, 2005, the United States Court of Appeals for the Third Circuit filed its decision upholding the U.S. District Court’s denial of confirmation of Armstrong World Industries’ (“AWI”) Plan of Reorganization (“POR”). The decisions of both courts are available at armstrongplan.com. AWI had appealed the District Court’s determination that, under the facts of this case, the distribution of warrants to current Armstrong stockholders under the POR was not permissible.

AWI is considering its next steps. AWI has been investigating other options to resolve this Chapter 11 case with the representatives of its creditor groups. AWI is unable to predict when it will emerge from Chapter 11, what payouts its major classes of creditors will receive, or whether Armstrong’s existing shareholders will receive any recovery from the case.

As previously disclosed, AWI continues to monitor proposed reform legislation in Congress addressing asbestos personal injury claims, which could substantially effect AWI’s liabilities, if enacted.

Armstrong Holdings, Inc. is the parent company of Armstrong World Industries, Inc., a global leader in the design and manufacture of floors, ceilings and cabinets. In 2004, Armstrong’s net sales totaled more than $3 billion. Based in Lancaster, PA, Armstrong operates 41 plants in 12 countries and has approximately 14,900 employees worldwide. More information about Armstrong is available on the Internet at www.armstrong.com.

These materials may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements provide expectations or forecasts of future events. Our results could differ materially due to known and unknown risks and uncertainties, including: Armstrong World Industries Inc.’s (“AWI”) Chapter 11 case and the magnitude of its asbestos liabilities; claims and legal proceedings, lower construction activity reducing our market opportunities, unavailability and/or increased costs for raw materials and energy; success in introducing new products, achieving manufacturing efficiencies and implementing price increases to offset increased costs; risks related to our international trade and business; labor relations issues; price competition stemming from factors such as worldwide excess industry capacity; business combinations among competitors, suppliers and customers; the loss of business with key customers; and other factors disclosed in our recent reports on Forms 10-K, 10-Q and 8-K filed with the SEC. We undertake no obligation to update any forward-looking statement.

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