EXHIBIT 5.1



                       [LETTERHEAD OF ROGERS & WELLS LLP]


October 21, 1998

Armstrong World Industries, Inc.
313 West Liberty Street
P.O. Box 3001
Lancaster, Pennsylvania 17604-3001

Re:Armstrong World Industries, Inc.
Registration Statement on Form S-3 (File No. 333-6333)
- ------------------------------------------------------

Ladies and Gentlemen:

We have acted as special New York counsel to Armstrong World Industries, Inc., a
Pennsylvania corporation (the "Company"), in connection with the issuance and
sale by the Company to the Underwriters (as defined below) of $180,000,000
million aggregate principal amount of the Company's 7.45% Senior Quarterly
Interest Bonds due 2038 (the "Bonds"). The offering of the Bonds is being made
pursuant to the Company's Registration Statement on Form S-3 (as amended, and
including (i) a Registration Statement filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "Act"), increasing the aggregate
principal amount of securities which may be offered and sold pursuant thereto by
$30,000,000 and (ii) a prospectus supplement filed pursuant to Rule 424(b) of
the Act collectively, the "Registration Statement") which relates to the offer
and sale by the Company from time to time of up to $250,000,000 aggregate
principal amount of debt securities and $280,000,000 aggregate principal amount
of debt securities, common stock, $1.00 par value per share, shares of Class A
preferred stock, no par value per share, and depositary shares.

The Bonds are being sold pursuant to that certain Underwriting Agreement (the
"Underwriting Agreement"), dated October 21, 1998, by and among, Morgan Stanley
& Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
PaineWebber Incorporated, Prudential Securities Incorporated, Salomon Smith
Barney Inc., SG Cowen Securities Corporation (collectively, the "Underwriters")
and the Company. The Underwriting


 
Armstrong World Industries, Inc.       2                        October 21, 1998


Agreement incorporate the terms and conditions of the "Underwriting Agreement
Standard Provisions - Debt Securities and Preferred Stock," and relates to the
purchase by the Underwriters, severally and not jointly, from the Company of the
Bonds. It is contemplated that the Bonds will be issued pursuant to an indenture
(the "Indenture"), dated August 6, 1996, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as successor to Mellon Bank,
as trustee.

We have examined such documents, records, and matters of law as we have deemed
necessary for purposes of this opinion.  In examining all such documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents purporting to be originals, and the conformity to the respective
originals of all documents purported to be copies.  In rendering the foregoing
opinions, we have relied as to certain factual matters upon certificates of
officers of the Company, and we have not independently verified the accuracy of
the statements contained therein.  

Based on such examination and on the assumptions set forth below, we are of the
opinion that the Bonds have been duly authorized by the Company and, when
executed, authenticated, issued and delivered in the manner provided in the
Indenture against payment of the consideration therefor specified in the
Underwriting Agreement, will be entitled to the benefits of the Indenture, and
will be valid and legally binding obligations of the Company, enforceable in
accordance with their terms, except as enforceability may be limited by
bankruptcy, reorganization, moratorium, insolvency or similar laws affecting
creditors' rights generally, including without limitation, applicable fraudulent
transfer laws, and general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether the enforceability of such rights or the availability of such
remedies is considered in a proceeding in equity or at law).

The opinion set fourth in this letter relates only to the federal laws of the
United States of America and the laws of the State of New York. As to matters of
Pennsylvania law relevant to the opinions set forth above, we have relied on the
opinion of David D. Wilson, Associate General Counsel of the Company, dated the
date hereof a copy of which is filed as Exhibit 5.2 to the Company's Current
Report on Form 8-K, and dated October 21, 1998 (the "Form 8-K").

We assume no obligation to advise you of any changes in the foregoing subsequent
to the delivery of this opinion. This opinion has been prepared solely for your
use in connection with the filing of the Form 8-K incorporated by reference into
the Registration Statement, and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.


 
Armstrong World Industries, Inc.       3                        October 21, 1998


We hereby consent to the filing of this opinion as an exhibit to the Form 8-K
and to the use of our name in the Registration Statement under the caption
"Legal Matters." In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Rogers & Wells LLP