Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ZAWOYSKY MICHAEL G
 2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2008		 3. Issuer Name and Ticker or Trading Symbol
A.C. Moore Arts & Crafts, Inc. [ACMR]
(Last)
(First)
(Middle)
C/O A.C. MOORE ARTS CRAFTS, INC., 130 A.C. MOORE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P. and Acting CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BERLIN, NJ 08009		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, no par value 8,481 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 03/26/2014 Common Stock 10,000 $ 21.81 D  
Stock Appreciation Right   (3)   (3) Common Stock 8,516 $ 6.82 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZAWOYSKY MICHAEL G
C/O A.C. MOORE ARTS CRAFTS, INC.
130 A.C. MOORE DRIVE
BERLIN, NJ 08009		       V.P. and Acting CFO  

Signatures

/s/ Amy Rhoades, by Power of Attorney 07/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 4,481 shares of performance accelerated restricted stock ("PARS"). 1,500 shares of PARS granted on June 13, 2007 vest in installments upon the Issuer's achievement of certain financial performance targets. Such PARS vest in full on the date that is four years from the date of grant, if not earlier vested. 2,981 shares of PARS granted on March 31, 2008 vest in installments upon the Issuer's achievement of certain financial performance targets. Such PARS vest in full on the date that is five years from the date of grant, if not earlier vested.
(2) This option is exercisable in three equal annual installments. The first installment became exercisable on March 26, 2008, and the other two installments become exercisable on March 26, 2009 and March 26, 2010.
(3) Stock appreciation rights vest in three equal annual installments and expire seven years from March 31, 2008, the grant date, if not earlier terminated or exercised in full.
 
Remarks:
EXHIBIT INDEX:

Exhibit 24.1 - Power of Attorney

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the
 purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities
 covered by this Statement, or (b) that this Statement is legally required to be filed by such person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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