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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1. Name and Address of Reporting Person * OCONNOR JAMES 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ARMSTRONG WORLD INDUSTRIES, INC., P.O BOX 3001 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2008 (Street) LANCASTER, PA 17604 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 Common stock 11/05/2008   M   963 A (1) 0 D   Common stock 11/05/2008   M   6,000 A (1) 0 D   Common stock 11/05/2008   M   2,125 A (1) 14,051 (2) D

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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

Phantom stock

(1)

11/05/2008

M

963

02/28/2008

(4)

Common stock

963

$ 0 (1)

8,125

D

Phantom stock

(1)

11/05/2008

M

6,000

(3)

(4)

Common stock

6,000

$ 0 (1)

2,125

D

Phantom stock

(1)

11/05/2008

M

2,125

10/22/2008

(4)

Common stock

2,125

$ 0 (1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OCONNOR JAMES J C/O ARMSTRONG WORLD INDUSTRIES, INC. P.O BOX 3001 LANCASTER, PA 17604	X

Signatures

Michele M. Nicholas, by Power of Attorney		11/07/2008
**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)	Converted on a 1 for 1 basis for restricted common stock pursuant to the 2008 Directors Stock Plan.
(2)	2000 of which vest February 28, 2009; 2000 of which vest in February 28, 2010; 4963 which vest October 28, 2009.
(3)	2000 of which vest February 28, 2009 and 2000 of which vest February 28, 2010.
(4)	Date of payment is the earlier of (i) the six months anniversary of the director's separation from service for any reason other than for removal for cause or (ii) date of any change in control under 409A.

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