<PAGE>

    As filed with the Securities and Exchange Commission on August 16, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                          ---------------------------

                                   Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          ---------------------------

                            ARMSTRONG HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                Pennsylvania                              23-3033414
        (State or jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                  Identification No.)

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


                          ---------------------------

                   ARMSTRONG HOLDINGS, INC. STOCK AWARD PLAN
                            (Full title of the plan)

                          ---------------------------

                             Deborah K. Owen, Esq.
              Senior Vice-President, Secretary and General Counsel
                                 P.O. Box 3001
                         Lancaster, Pennsylvania  17604
                                 (717) 396-3586

                          ---------------------------

                          Copies of communications to:
                            Vincent C. Deluzio, Esq.
                  Buchanan Ingersoll Professional Corporation
                               One Oxford Centre
                          301 Grant Street, 20th Floor
                           Pittsburgh, PA  15219-1410
                                 (412) 562-8800

                          ---------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===========================================================================================================================

   Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum           Amount of
          to be                 Registered          Offering Price Per       Aggregate Offering     Registration Fee(3)
       Registered                                        Share(2)                  Price
 --------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>                      <C>                    <C>
Common Stock, $1.00 par       750,000 Shares                       $16.16         $12,120,000.00                $3,199.68
 value (1)
===========================================================================================================================
</TABLE>

(1) Includes Preferred Stock Purchase Rights.  Prior to the occurrence of
    certain events, such rights will not be exercisable or evidenced separately
    from the Common Stock.

(2) Estimated solely for purposes of calculating the registration fee
    in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended (the "Securities Act") and based on the average of the
    high and low sales prices of the Common Stock on the New York Stock
    Exchange on August 15, 2000.

(3) Calculated pursuant to Section 6(b) of the Securities Act.

<PAGE>

PART I  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I of Form S-8 (Items 1 and 2) is included in
documents sent or given to participants in the Armstrong Holding, Inc. (the
"Company") Stock Award Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by reference and made
a part hereof:

(a) The Company's latest Annual Report on Form 10-K for the fiscal year ended
    December 31, 1999 filed by Armstrong World Industries, Inc., on March 15,
    2000.  (The Company is a successor issuer to Armstrong World Industries,
    Inc. for purposes of the Securities Act).

(b) (i) The Company's Quarterly Report on Form 10-Q for the quarter ended June
    30, 2000, and the Company's Current Report on Form 8-K for the event dated
    May1, 2000.

    (ii) The Quarterly Report on form 10-Q for the quarter ended June
    30, 2000, the Quarterly Report on Form 10-Q for the quarter ended March 31,
    2000, and the Current Reports on Forms 8-K for the events dated February 2,
    May 1, April 27, July 6, and July 25, 2000, filed by Armstrong World
    Industries, Inc.

(c) The description of the Company's Common Stock under the caption "Description
    of Holdings Capital Stock" in the Company's Prospectus/Proxy Statement which
    is part of the Company's Registration Statement on Form S-4 filed on March
    15, 2000, as amended (which updates such description contained in a
    registration statement filed pursuant to the Exchange Act), together with
    any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all securities then
remaining unsold shall also be deemed to be incorporated by reference herein and
to be a part hereof from the dates of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE>

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Subchapter D of Chapter 17 of the Pennsylvania Business Corporations Law
(the"PBCL") provides in general that a corporation may indemnify any person,
including its directors, officers and employees, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (including
actions by or in the right of the corporation) by reason of the fact that he or
she is or was a representative of or serving at the request of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
the action or proceeding if he or she is determined by the board of directors,
or in certain circumstances by independent legal counsel to the shareholders, to
have acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reason to believe his or her conduct was
unlawful.  In the case of actions by or in the right of the corporation,
indemnification is not permitted in respect of any claim, issue or matter as to
which the person has been adjudged to be liable to the corporation except to the
extent a court determines that the person is fairly and reasonably entitled to
indemnification. In any case, to the extent that the person has been successful
on the merits or otherwise in defense of any claim, issue or matter, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.  Subchapter D of
Chapter 17 also provides that the indemnification permitted or required thereby
is not exclusive of any other rights to which a person seeking indemnification
may be entitled.

     Article IX of the Company's By-laws, as amended, provides that the Company
shall indemnify any person who was or is made a party to, or threatened to be
made a party to, or is involved in, any action, suit, or proceeding (including
actions by or in the right of the Company) by reason of the fact that he or she
is or was a director or officer of the Company (or is or was serving at the
request of the Company as a director, officer, trustee, employee, or agent of a
related enterprise including service with respect to an employee benefit plan or
is or was serving at the specific written request of the Company as a director,
officer, trustee, employee, or agent of an unrelated enterprise) against all
expenses and liability he or she actually incurs, including, without limitation,
judgments and amounts paid or to be paid in settlement of or in actions brought
by or in the right of the Company, to the fullest extent permitted by law.
Article IX also provides that directors and officers shall be entitled to
payment in advance of expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking to repay all amounts so advanced if
it is ultimately determined that they are not entitled to be indemnified or, in
the case of criminal action, a majority of the Board of Directors so determines.
In addition, the
<PAGE>

Company has entered into indemnification agreements with each of its directors
which entitle the director to indemnification for certain expenses to the
fullest extent permitted by law.

     The By-laws of the Company also provide, pursuant to Section 1713 of the
PBCL, that a director of the Company shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his/her office
under Section 1712 of the PBCL (relating to standard of conduct and justifiable
reliance); and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. This limitation on the personal liability of
directors of the Company does not apply to: (1) the responsibility or liability
of a director pursuant to any criminal statute; or (2) the liability of a
director for the payment of taxes pursuant to local, state or federal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.

<TABLE>
<CAPTION>

Exhibit No.      Description                          Method of Filing
-----------      -----------                          ----------------
<S>              <C>                                  <C>
4.1              Armstrong Holdings, Inc. Stock       Filed herewith.
                 Award Plan.

5.1              Opinion of Buchanan Ingersoll        Filed herewith.
                 Professional Corporation regarding
                 the legality of the securities
                 being registered.

15.1             Letter regarding unaudited interim   Filed herewith.
                 financial information.

23.1             Consent of Buchanan Ingersoll        Included in the opinion filed as
                 Professional Corporation.            Exhibit 5.1 to this Registration
                                                      Statement.

23.2             Consent of Independent Auditors.     Filed herewith.
</TABLE>

Item 9.  Undertakings.

     The Company hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-
    effective amendment to this Registration Statement:
<PAGE>

   (1) to include any prospectus required by Section 10(a)(3) of the Securities
       Act;

   (2) to reflect in the prospectus any facts or events arising after the
       effective date of this Registration Statement (or the most recent post-
       effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement; and

   (3) to include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in this Registration Statement;

   provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Company pursuant to
   Section 13 or Section 15(d) of the Exchange Act that are incorporated by
   reference in this Registration Statement.

(b) That, for the purposes of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    Registration Statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.

(d) That, for purposes of determining any liability under the Securities Act,
    each filing of the Company's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act that is incorporated by reference in this
    Registration Statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

(e) Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Company pursuant to the foregoing provisions, or otherwise, the Company has
    been advised that in the opinion of the Securities and Exchange Commission
    such indemnification is against public policy as expressed in the Securities
    Act and is, therefore, unenforceable.  In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Company of expenses incurred or paid by a director, officer or controlling
    person of the Company in the successful defense of any action, suit or
    proceeding) is asserted by such director, officer or controlling person in
    connection with the securities being registered, the Company will, unless in
    the opinion of its counsel the matter has been settled by controlling
    precedent, submit to a court of appropriate jurisdiction the question
    whether such indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final adjudication of such
    issue.
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Lancaster, State of Pennsylvania, on the 15th day of August, 2000.

<TABLE>
<S>                                            <C>
                                               ARMSTRONG HOLDINGS, INC.

Dated:  August 15, 2000                       By: /s/ Frank A. Riddick, III
                                                  -------------------------------------
                                                  Frank A. Riddick, III,
                                                  President and Chief Operating Officer
</TABLE>


     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<S>                                            <C>
                                               /s/ Michael D. Lockhart
Dated:  August 15, 2000                        ---------------------------------------
                                               Michael D. Lockhart,
                                               Chairman of the Board and
                                               Chief Executive Officer

                                               /s/ Frank A. Riddick, III
Dated:  August 15, 2000                        ---------------------------------------
                                               Frank A. Riddick, III,
                                               President and Chief Operating Officer


                                               /s/ E. Follin Smith
Dated:  August 15, 2000                        ----------------------------------------
                                               E. Follin Smith,
                                               Senior Vice President and
                                               Chief Financial Officer

                                               /s/ William C. Rodruan
Dated:  August 15, 2000                        ----------------------------------------
                                               William C. Rodruan
                                               Vice President and Controller
                                               (Principal Accounting Officer)


</TABLE>
<PAGE>

<TABLE>
<S>                                            <C>

                                               /s/ H. Jesse Arnelle
Dated:  August 15, 2000                        ----------------------------------------
                                               H. Jesse Arnelle,
                                               Director

                                               /s/ Van C. Campbell
Dated:  August 15, 2000                        ----------------------------------------
                                               Van C. Campbell,
                                               Director

                                               /s/ Donald C. Clark
Dated:  August 15, 2000                        ----------------------------------------
                                               Donald C. Clark,
                                               Director

                                               /s/ David W. Raisbeck
Dated:  August 15, 2000                        ----------------------------------------
                                               David W. Raisbeck,
                                               Director

                                               /s/ John A. Krol
Dated:  August 15, 2000                        ----------------------------------------
                                               John A. Krol,
                                               Director

                                               /s/ George A. Lorch
Dated:  August 15, 2000                        ----------------------------------------
                                               George A. Lorch,
                                               Director

                                               /s/ David M. LeVan
Dated:  August 15, 2000                        ----------------------------------------
                                               David M. LeVan,
                                               Director

                                               /s/ James E. Marley
Dated:  August 15, 2000                        ----------------------------------------
                                               James E. Marley,
                                               Director

                                               /s/ Judith R. Haberkorn
Dated:  August 15, 2000                        ----------------------------------------
                                               Judith R. Haberkorn,
                                               Director

</TABLE>
<PAGE>

<TABLE>
<S>                                            <C>
                                               /s/ Jerre L. Stead
Dated:  August 15, 2000                        -----------------------------------------
                                               Jerre L. Stead,
                                               Director
</TABLE>
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit No.      Description                          Method of Filing
-----------      -----------                          ----------------
<S>              <C>                                  <C>
4.1              Armstrong Holdings, Inc. Stock       Filed herewith.
                 Award Plan.

5.1              Opinion of Buchanan Ingersoll        Filed herewith.
                 Professional Corporation regarding
                 the legality of the securities
                 being registered.

15.1             Letter regarding unaudited interim   Filed herewith.
                 financial information.

23.1             Consent of Buchanan Ingersoll        Included in the opinion filed as
                 Professional Corporation.            Exhibit 5.1 to this Registration
                                                      Statement.

23.2             Consent of Independent Auditors.     Filed herewith.
</TABLE>
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{"company-data": {"conformed-name": "ARMSTRONG HOLDINGS INC /PA/", "cik": "0001109304", "assigned-sic": "3089", "irs-number": "233033414", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43872", "film-number": "703834"}, "business-address": {"street1": "2500 COLUMBIA AVE", "city": "LANCASTER", "state": "PA", "zip": "17603", "phone": "7173970611"}, "mail-address": {"street1": "2500 COLUMBIA AVE", "city": "LANCASTER", "state": "PA", "zip": "17603"}}
As filed with the Securities and Exchange Commission on August 16, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                          ---------------------------

                                   Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          ---------------------------

                            ARMSTRONG HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                Pennsylvania                              23-3033414
        (State or jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                  Identification No.)

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

                          ---------------------------

                   ARMSTRONG HOLDINGS, INC. STOCK AWARD PLAN
                            (Full title of the plan)

                          ---------------------------

                             Deborah K. Owen, Esq.
              Senior Vice-President, Secretary and General Counsel
                                 P.O. Box 3001
                         Lancaster, Pennsylvania  17604
                                 (717) 396-3586

                          ---------------------------

                          Copies of communications to:
                            Vincent C. Deluzio, Esq.
                  Buchanan Ingersoll Professional Corporation
                               One Oxford Centre
                          301 Grant Street, 20th Floor
                           Pittsburgh, PA  15219-1410
                                 (412) 562-8800

                          ---------------------------

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================

   Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum           Amount of
          to be                 Registered          Offering Price Per       Aggregate Offering     Registration Fee(3)
       Registered                                        Share(2)                  Price
 --------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par       750,000 Shares                       $16.16         $12,120,000.00                $3,199.68
 value (1)
===========================================================================================================================
(1) Includes Preferred Stock Purchase Rights.  Prior to the occurrence of
    certain events, such rights will not be exercisable or evidenced separately
    from the Common Stock.

(2) Estimated solely for purposes of calculating the registration fee
    in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended (the "Securities Act") and based on the average of the
    high and low sales prices of the Common Stock on the New York Stock
    Exchange on August 15, 2000.

(3) Calculated pursuant to Section 6(b) of the Securities Act.
PART I  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I of Form S-8 (Items 1 and 2) is included in
documents sent or given to participants in the Armstrong Holding, Inc. (the
"Company") Stock Award Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") and are incorporated herein by reference and made
a part hereof:

(a) The Company's latest Annual Report on Form 10-K for the fiscal year ended
    December 31, 1999 filed by Armstrong World Industries, Inc., on March 15,
    2000.  (The Company is a successor issuer to Armstrong World Industries,
    Inc. for purposes of the Securities Act).

(b) (i) The Company's Quarterly Report on Form 10-Q for the quarter ended June
    30, 2000, and the Company's Current Report on Form 8-K for the event dated
    May1, 2000.

    (ii) The Quarterly Report on form 10-Q for the quarter ended June
    30, 2000, the Quarterly Report on Form 10-Q for the quarter ended March 31,
    2000, and the Current Reports on Forms 8-K for the events dated February 2,
    May 1, April 27, July 6, and July 25, 2000, filed by Armstrong World
    Industries, Inc.

(c) The description of the Company's Common Stock under the caption "Description
    of Holdings Capital Stock" in the Company's Prospectus/Proxy Statement which
    is part of the Company's Registration Statement on Form S-4 filed on March
    15, 2000, as amended (which updates such description contained in a
    registration statement filed pursuant to the Exchange Act), together with
    any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered pursuant to this
Registration Statement have been sold or that deregisters all securities then
remaining unsold shall also be deemed to be incorporated by reference herein and
to be a part hereof from the dates of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Subchapter D of Chapter 17 of the Pennsylvania Business Corporations Law
(the"PBCL") provides in general that a corporation may indemnify any person,
including its directors, officers and employees, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (including
actions by or in the right of the corporation) by reason of the fact that he or
she is or was a representative of or serving at the request of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
the action or proceeding if he or she is determined by the board of directors,
or in certain circumstances by independent legal counsel to the shareholders, to
have acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal proceeding, had no reason to believe his or her conduct was
unlawful.  In the case of actions by or in the right of the corporation,
indemnification is not permitted in respect of any claim, issue or matter as to
which the person has been adjudged to be liable to the corporation except to the
extent a court determines that the person is fairly and reasonably entitled to
indemnification. In any case, to the extent that the person has been successful
on the merits or otherwise in defense of any claim, issue or matter, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.  Subchapter D of
Chapter 17 also provides that the indemnification permitted or required thereby
is not exclusive of any other rights to which a person seeking indemnification
may be entitled.

     Article IX of the Company's By-laws, as amended, provides that the Company
shall indemnify any person who was or is made a party to, or threatened to be
made a party to, or is involved in, any action, suit, or proceeding (including
actions by or in the right of the Company) by reason of the fact that he or she
is or was a director or officer of the Company (or is or was serving at the
request of the Company as a director, officer, trustee, employee, or agent of a
related enterprise including service with respect to an employee benefit plan or
is or was serving at the specific written request of the Company as a director,
officer, trustee, employee, or agent of an unrelated enterprise) against all
expenses and liability he or she actually incurs, including, without limitation,
judgments and amounts paid or to be paid in settlement of or in actions brought
by or in the right of the Company, to the fullest extent permitted by law.
Article IX also provides that directors and officers shall be entitled to
payment in advance of expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking to repay all amounts so advanced if
it is ultimately determined that they are not entitled to be indemnified or, in
the case of criminal action, a majority of the Board of Directors so determines.
In addition, the
Company has entered into indemnification agreements with each of its directors
which entitle the director to indemnification for certain expenses to the
fullest extent permitted by law.

     The By-laws of the Company also provide, pursuant to Section 1713 of the
PBCL, that a director of the Company shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his/her office
under Section 1712 of the PBCL (relating to standard of conduct and justifiable
reliance); and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. This limitation on the personal liability of
directors of the Company does not apply to: (1) the responsibility or liability
of a director pursuant to any criminal statute; or (2) the liability of a
director for the payment of taxes pursuant to local, state or federal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit No.      Description                          Method of Filing
-----------      -----------                          ----------------
4.1              Armstrong Holdings, Inc. Stock       Filed herewith.
                 Award Plan.

5.1              Opinion of Buchanan Ingersoll        Filed herewith.
                 Professional Corporation regarding
                 the legality of the securities
                 being registered.

15.1             Letter regarding unaudited interim   Filed herewith.
                 financial information.

23.1             Consent of Buchanan Ingersoll        Included in the opinion filed as
                 Professional Corporation.            Exhibit 5.1 to this Registration
                                                      Statement.

23.2             Consent of Independent Auditors.     Filed herewith.
Item 9.  Undertakings.

     The Company hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-
    effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities
       Act;

   (2) to reflect in the prospectus any facts or events arising after the
       effective date of this Registration Statement (or the most recent post-
       effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement; and

   (3) to include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in this Registration Statement;

   provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Company pursuant to
   Section 13 or Section 15(d) of the Exchange Act that are incorporated by
   reference in this Registration Statement.

(b) That, for the purposes of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    Registration Statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
    the securities being registered which remain unsold at the termination of
    the offering.

(d) That, for purposes of determining any liability under the Securities Act,
    each filing of the Company's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act that is incorporated by reference in this
    Registration Statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

(e) Insofar as indemnification for liabilities arising under the Securities Act
    may be permitted to directors, officers and controlling persons of the
    Company pursuant to the foregoing provisions, or otherwise, the Company has
    been advised that in the opinion of the Securities and Exchange Commission
    such indemnification is against public policy as expressed in the Securities
    Act and is, therefore, unenforceable.  In the event that a claim for
    indemnification against such liabilities (other than the payment by the
    Company of expenses incurred or paid by a director, officer or controlling
    person of the Company in the successful defense of any action, suit or
    proceeding) is asserted by such director, officer or controlling person in
    connection with the securities being registered, the Company will, unless in
    the opinion of its counsel the matter has been settled by controlling
    precedent, submit to a court of appropriate jurisdiction the question
    whether such indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final adjudication of such
    issue.
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Lancaster, State of Pennsylvania, on the 15th day of August, 2000.
ARMSTRONG HOLDINGS, INC.

Dated:  August 15, 2000                       By: /s/ Frank A. Riddick, III
                                                  -------------------------------------
                                                  Frank A. Riddick, III,
                                                  President and Chief Operating Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
/s/ Michael D. Lockhart
Dated:  August 15, 2000                        ---------------------------------------
                                               Michael D. Lockhart,
                                               Chairman of the Board and
                                               Chief Executive Officer

                                               /s/ Frank A. Riddick, III
Dated:  August 15, 2000                        ---------------------------------------
                                               Frank A. Riddick, III,
                                               President and Chief Operating Officer

                                               /s/ E. Follin Smith
Dated:  August 15, 2000                        ----------------------------------------
                                               E. Follin Smith,
                                               Senior Vice President and
                                               Chief Financial Officer

                                               /s/ William C. Rodruan
Dated:  August 15, 2000                        ----------------------------------------
                                               William C. Rodruan
                                               Vice President and Controller
                                               (Principal Accounting Officer)
/s/ H. Jesse Arnelle
Dated:  August 15, 2000                        ----------------------------------------
                                               H. Jesse Arnelle,
                                               Director

                                               /s/ Van C. Campbell
Dated:  August 15, 2000                        ----------------------------------------
                                               Van C. Campbell,
                                               Director

                                               /s/ Donald C. Clark
Dated:  August 15, 2000                        ----------------------------------------
                                               Donald C. Clark,
                                               Director

                                               /s/ David W. Raisbeck
Dated:  August 15, 2000                        ----------------------------------------
                                               David W. Raisbeck,
                                               Director

                                               /s/ John A. Krol
Dated:  August 15, 2000                        ----------------------------------------
                                               John A. Krol,
                                               Director

                                               /s/ George A. Lorch
Dated:  August 15, 2000                        ----------------------------------------
                                               George A. Lorch,
                                               Director

                                               /s/ David M. LeVan
Dated:  August 15, 2000                        ----------------------------------------
                                               David M. LeVan,
                                               Director

                                               /s/ James E. Marley
Dated:  August 15, 2000                        ----------------------------------------
                                               James E. Marley,
                                               Director

                                               /s/ Judith R. Haberkorn
Dated:  August 15, 2000                        ----------------------------------------
                                               Judith R. Haberkorn,
                                               Director
/s/ Jerre L. Stead
Dated:  August 15, 2000                        -----------------------------------------
                                               Jerre L. Stead,
                                               Director
EXHIBIT INDEX
Exhibit No.      Description                          Method of Filing
-----------      -----------                          ----------------
4.1              Armstrong Holdings, Inc. Stock       Filed herewith.
                 Award Plan.

5.1              Opinion of Buchanan Ingersoll        Filed herewith.
                 Professional Corporation regarding
                 the legality of the securities
                 being registered.

15.1             Letter regarding unaudited interim   Filed herewith.
                 financial information.

23.1             Consent of Buchanan Ingersoll        Included in the opinion filed as
                 Professional Corporation.            Exhibit 5.1 to this Registration
                                                      Statement.

23.2             Consent of Independent Auditors.     Filed herewith.