---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-K/A

Amendment No. 1



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | ----------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------



| | For the fiscal year ended December 31, 2002
| | -------------------------------------------



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | --------------------------------------------------------

| | SECURITIES EXCHANGE ACT OF 1934
| | -------------------------------



| | For the transition period from  to
| | ----------------------------------



---



ARMSTRONG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



|Pennsylvania                                                   |  | 000-50408              |  | 23-3033414                          
|-------------------------------------------------------------- |  | ---------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | Commission file number |  | (I.R.S. 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



---



Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Title of each class



Common Stock ($1 par value)

Preferred Stock Purchase Rights



---



ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



|Pennsylvania                                                   |  | 1-2116                 |  | 23-0366390                          
|-------------------------------------------------------------- |  | ---------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | Commission file number |  | (I.R.S. 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



---



Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



None



---



---

---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes ̈No  x



The aggregate market value of the Common Stock of Armstrong Holdings, Inc. held by non-affiliates based on the closing price ($0.63 per share) on the
over-the-counter (OTC) Bulletin Board (trading symbol ACKHQ) on February 14, 2003, was approximately $20.2 million. As of February 14, 2003, the number of shares outstanding of registrants Common Stock was 40,677,584. This amount includes the
1,911,533 shares of Common Stock as of December 31, 2002, held by JPMorgan Chase Bank, as Trustee for the employee stock ownership accounts of the Companys Retirement Savings and Stock Ownership Plan.



DOCUMENTS INCORPORATED BY REFERENCE



None



---

EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A is being filed solely to correct the securities registered information for Armstrong World Industries,
Inc. on the cover page.



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



ARMSTRONG HOLDINGS, INC(Registrant)By: /s/    William C. RodruanVice President and ControllerDate: October 13, 2003




Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



ARMSTRONG WORLD INDUSTRIES, INC.(Registrant)By: /s/    William C. RodruanVice President and ControllerDate: October 13, 2003




---

EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|No. 31.1    |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|            | 
|No. 31.2    |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|            | 
|No. 31.3    |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|            | 
|No. 31.4    |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002