INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED
ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE
SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS.     (X)YES     ( )NO

     AS OF MARCH 24, 2000, THE AGGREGATE MARKET VALUE OF THE VOTING
STOCK HELD BY NON-AFFILIATES WAS $1,357,608.

     AS OF MARCH 24, 2000, THERE WERE 348,599 SHARES OF COMMON
STOCK, $.20 PAR VALUE, OUTSTANDING.

     DOCUMENTS INCORPORATED BY REFERENCE

     HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS (PARTS II
AND IV).

     PROXY STATEMENT DATED APRIL 12, 2000 TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WITHIN 120 DAYS OF DECEMBER 31,
1999.(PART III).

                    INDEX TO FORM 10-K

                         PART I

ITEM 1.   BUSINESS
          (A)  GENERAL BUSINESS DEVELOPMENT
          (B)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
          (C)  NARRATIVE DESCRIPTION OF BUSINESS
          (D)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
               OPERATIONS, AND EXPORT SALES

ITEM 2.   PROPERTIES

ITEM 3    LEGAL PROCEEDINGS

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                         PART II
ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS

ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK

ITEM 8.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE


                         PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11.  EXECUTIVE COMPENSATION

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                         ITEM IV

ITEM 14.  EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT  SCHEDULES,
           AND REPORTS ON FORM 8-K

          SIGNATURES

                         PART I

ITEM 1.   BUSINESS

     (A)  GENERAL BUSINESS DEVELOPMENT

          HOMASOTE COMPANY IS IN THE BUSINESS OF MANUFACTURING
          INSULATED WOOD FIBRE BOARD AND POLYISOCYANURATE FOAM
          PRODUCTS.

     (B)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

          THE COMPANY OPERATES IN ONLY ONE INDUSTRY SEGMENT, THE
          MANUFACTURE AND SALE OF RIGID POLYISOCYANURATE AND
          STRUCTURAL INSULATING BUILDING MATERIALS AND
          PACKAGING PRODUCTS FOR INDUSTRIAL CUSTOMERS.

     (C)  NARRATIVE DESCRIPTION OF BUSINESS
          (I)  PRINCIPAL PRODUCTS AND SERVICES

               THE PRINCIPAL PRODUCT OF THE REGISTRANT IS
               "HOMASOTE" INSULATING AND BUILDING BOARD
               MANUFACTURED IN VARIOUS THICKNESSES, SIZES AND
               FINISHES.  THE BASIC RAW MATERIAL IS WOOD FIBRE
               OBTAINED FROM RECONVERTING CLEAN, FLAT FOLDED
               NEWSPAPERS.  IT IS COMBINED WITH VARIOUS CHEMICALS
               TO PRODUCE RIGID, SIDEWALL AND ROOFING INSULATION
               IN VARIOUS SHEET SIZES AND THICKNESSES.  THIS
               PRODUCT HAS NO ASBESTOS AND NO UREAFORMALDEHYDE
               ADDITIVES.

               THE PRINCIPAL MARKETS FOR THE REGISTRANT'S PRODUCTS
               ARE BUILDING MATERIAL WHOLESALERS AND CONTRACTORS
               AND INDUSTRIAL MANUFACTURERS. PRODUCTS ARE
               DISTRIBUTED THROUGH WHOLESALERS OF BUILDING
               MATERIALS AND INDUSTRIAL MANUFACTURERS.  THE
               REGISTRANT IS CONTINUING TO BROADEN ITS COVERAGE IN
               THE AUTOMOTIVE, GLASS AND STEEL MARKETS.

          (II) PRODUCT IMPROVEMENTS AND NEW APPLICATIONS

               APPLICATIONS FOR THE USE OF HOMASOTE BOARDS IN
               FLOOR AND WALL SYSTEMS FOR SOUND CONTROL ARE
               OPENING AVENUES IN THE CUSTOMER BASE.  SEE ITEM 7
               "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS" WHICH IS
               INCORPORATED HEREIN BY REFERENCE AS PART OF EXHIBIT
               13.

          (III)RAW MATERIALS

               THE COMPANY'S PRIMARY RAW MATERIAL, WASTEPAPER, IS
               GENERALLY READILY AVAILABLE FROM TWO SUPPLIERS
               WITH WHICH THE COMPANY HAS PURCHASE CONTRACTS THAT
               EXPIRE IN 2009.

          (IV) PATENTS

               THERE ARE NO PATENTS, LICENSES, FRANCHISES OR
               CONCESSIONS IMPORTANT TO THE CONDUCT OF THE BUSINESS
               OF THE REGISTRANT OR ITS SUBSIDIARY.

          (V)  SEASONAL BUSINESS

               NO MATERIAL PORTION OF THE BUSINESS OF THE
               REGISTRANT IS SEASONAL.

          (VI) WORKING CAPITAL REQUIREMENTS

               THE REGISTRANT BELIEVES THAT ITS OPERATION DOES NOT
               REQUIRE ANY UNUSUAL WORKING CAPITAL NEEDS.
               AVAILABLE CREDIT FACILITIES AND CASH GENERATED FROM
               OPERATIONS ARE SUFFICIENT TO MEET WORKING CAPITAL
               REQUIREMENTS. SEE "LIQUIDITY AND CAPITAL RESOURCES"
               UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS",
               WHICH IS INCORPORATED HEREIN BY REFERENCE AS PART
               OF EXHIBIT 13.
          (VII)MATERIAL CUSTOMERS

               ONE CUSTOMER ACCOUNTED FOR 11% OF THE COMPANY'S
               SALES IN 1999 AND 11% OF ACCOUNTS RECEIVABLE AT
               DECEMBER 31, 1999.

        (VIII) BACKLOG

               BACKLOG IS NOT MEANINGFUL SINCE MOST CUSTOMERS
               ORDER FOR IMMEDIATE AND PROMPT DELIVERY.  A FEW
               CUSTOMERS SCHEDULE DELIVERIES SEVERAL WEEKS IN
               ADVANCE.

          (IX) GOVERNMENT CONTRACTS

               NO MATERIAL PORTION OF THE REGISTRANT'S BUSINESS IS
               SUBJECT TO RENEGOTIATION OF PROFITS OR TO
               TERMINATION OF CONTRACTS BY THE GOVERNMENT.

          (X)  COMPETITIVE CONDITIONS

               HOMASOTE IS A MEDIUM DENSITY FIBER BOARD.  IT IS
               USED AS AN UNDERLAYMENT, PROVIDING SOUND CONTROL IN
               BUILDINGS DIRECTLY UNDER MANY TYPES OF FINISHED
               FLOORING (I.E., CARPET, SOLID WOOD, CERAMIC).
               HOMASOTE'S STRUCTURAL ABILITY ALLOWS THE BOARD TO
               ALSO BE USED AS AN EXCELLENT TACKABLE SUBSTRATE FOR
               BULLETIN BOARDS AND WALL PANELS.  THE BOARD'S
               CHARACTERISTICS ALLOW IT TO BE UTILIZED IN A
               VARIETY OF PACKAGING APPLICATIONS. THE 440 SOUND
               BARRIER TAKES THE PLACE OF GYPCRETE (POURED
               CONCRETE) IN FLOOR SYSTEMS FOR SOUND AND FIRE
               CONTROL. HOMEX EXPANSION JOINT AND FORMING BOARD
               COMPETES DIRECTLY WITH ASPHALT IMPREGNATED
               EXPANSION MATERIALS.

          (XI) RESEARCH AND DEVELOPMENT

               THE REGISTRANT DEFINES RESEARCH AS THE
               EXPERIMENTATION WITH RESPECT TO NEW PRODUCTS OR
               DESIGNS. IT DEFINES QUALITY CONTROL AS THE ONGOING
               SUPPORT FOR EXISTING PRODUCTS OR DESIGNS.  DURING
               THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 NO
               AMOUNTS WERE SPENT ON RESEARCH AND DEVELOPMENT.

               DURING THE YEARS ENDED DECEMBER 31, 1999, 1998 AND
               1997 THE REGISTRANT INCURRED QUALITY CONTROL COSTS
               OF $84,097, $93,491, AND $90,304, RESPECTIVELY.

          (XII)ENVIRONMENTAL PROTECTION

               AS OF DECEMBER 31, 1999, COMPLIANCE WITH FEDERAL,
               STATE AND LOCAL PROVISIONS WHICH HAVE BEEN ENACTED
               OR ADOPTED TO REGULATE THE PROTECTION OF THE
               ENVIRONMENT WILL NOT HAVE A MATERIAL EFFECT UPON THE
               CAPITAL EXPENDITURES, EARNINGS OR COMPETITIVE
               POSITION OF THE REGISTRANT OR ITS SUBSIDIARY.  THE
               REGISTRANT DOES NOT EXPECT TO MAKE ANY MATERIAL
               CAPITAL EXPENDITURES FOR ENVIRONMENTAL CONTROL
               FACILITIES FOR ITS CURRENT FISCAL YEAR.
          (XIII)NUMBER OF EMPLOYEES

               AS OF DECEMBER 31, 1999, THE REGISTRANT EMPLOYED 219
               EMPLOYEES, AS COMPARED TO 204 IN 1998.

     (D)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
          OPERATIONS AND EXPORT SALES

          FOREIGN SALES, PRIMARILY IN CANADA, ACCOUNTED FOR
          APPROXIMATELY 5%, IN THE YEAR ENDED DECEMBER 31, 1999 AND
          6% IN EACH OF THE TWO YEARS ENDED DECEMBER 31, 1998 AND
          1997, RESPECTIVELY, OF THE REGISTRANT'S TOTAL SALES. THE
          REGISTRANT IS CONTINUING ITS EFFORTS TO EXPAND SALES
          WORLDWIDE.

ITEM 2.   PROPERTIES

          THE REGISTRANT'S PLANT AND MAIN OFFICES ARE LOCATED OFF
          LOWER FERRY ROAD, EWING TOWNSHIP, TRENTON, NEW JERSEY.
          THE PROPERTY CONSISTS OF APPROXIMATELY 28 ACRES WITH
          PRIVATE RAILROAD SIDINGS ENTERING THE SHIPPING AND
          MANUFACTURING AREAS.  BUILDINGS ARE OF CINDER BLOCK AND
          BRICK CONSTRUCTION, WITH A FLOOR AREA OF APPROXIMATELY
          600,000 SQUARE FEET, WHICH ARE PROPERLY ARRANGED FOR THE
          MANUFACTURE AND FINISHING OF ALL THE REGISTRANT'S
          PRODUCTS.  THE ENTIRE AREA IS PROTECTED WITH AN ENCLOSURE
          OF CYCLONE FENCING AND GUARD HOUSE.  ALL MANUFACTURING
          OPERATIONS AND THE OFFICE COMPLEX ARE PROTECTED BY FIRE
          SPRINKLERS AND ARE MONITORED BY A SECURITY COMPANY FOR
          FIRE PROTECTION.  ALL PROPERTY IS HELD IN FEE SIMPLE.
          THE MANUFACTURING OPERATION RUNS THREE SHIFTS, FIVE DAYS
          A WEEK.  OPERATIONAL CAPACITY IS APPROXIMATELY 60% WHILE
          THE NEW DRYER SYSTEM CONTINUES TO OPERATE AT A REDUCED
          LEVEL (SEE MANAGEMENT'S DISCUSSION AND ANALYSIS).
          PRODUCTION SCHEDULING AND ACTIVITY IS DEPENDENT DIRECTLY
          UPON THE ECONOMIC CONDITION OF THE HOUSING AND
          MANUFACTURING INDUSTRIES.

ITEM 3.   LEGAL PROCEEDINGS

          AS OF DECEMBER 31, 1999, THERE WAS NO MATERIAL PENDING
          LITIGATION AGAINST THE REGISTRANT. HOWEVER, SEE
          "MANAGEMENT'S DISCUSSION AND ANALYSIS" RESPECTING CERTAIN
          LITIGATION BROUGHT BY THE REGISTRANT AGAINST ITS
          INSURANCE CARRIER RESPECTING LOSSES INCURRED AS A RESULT
          OF FIRES INVOLVING THE REGISTRANTS NEW DRYER, WHICH
          DISCUSSION IS INCORPORATED HEREIN BY REFERENCE AS PART OF
          EXHIBIT 13.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          NOT APPLICABLE.

                         PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS


          THIS INFORMATION IS INCLUDED IN THE HOMASOTE COMPANY 1999
          ANNUAL REPORT TO STOCKHOLDERS.  SEE THE TWO YEAR DIVIDEND
          AND STOCK PRICE COMPARISON SECTION OF SUCH REPORT
          INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.

ITEM 6.   SELECTED FINANCIAL DATA

          SEE CONSOLIDATED FIVE YEAR HIGHLIGHTS SECTION OF THE
          HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS
          INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          SEE MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION OF THE
          HOMASOTE COMPANY 1999 ANNUAL REPORT TO STOCKHOLDERS
          INCORPORATED HEREIN BY REFERENCE AS EXHIBIT 13.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETING
          RISK

          IN THE NORMAL COURSE OF BUSINESS, THE COMPANY IS EXPOSED
          TO FLUCTUATIONS IN INTEREST RATES AND EQUITY MARKET RISKS
          AS THE COMPANY SEEKS DEBT AND EQUITY CAPITAL TO SUSTAIN
          ITS OPERATIONS.
          THE INFORMATION BELOW SUMMARIZES THE COMPANY'S MARKET
          RISK ASSOCIATED WITH ITS DEBT OBLIGATIONS AS OF DECEMBER
          31, 1999.  FAIR VALUE INCLUDED HEREIN HAS BEEN ESTIMATED
          TAKING INTO CONSIDERATION THE NATURE AND TERM OF THE DEBT
          INSTRUMENT AND THE PREVAILING ECONOMIC AND MARKET
          CONDITIONS AT THE BALANCE SHEET DATE.  THE TABLE BELOW
          PRESENTS PRINCIPAL CASH FLOWS BY YEAR OF MATURITY BASED
          ON THE TERMS OF THE DEBT.  THE VARIABLE INTEREST RATE
          DISCLOSED REPRESENTS THE RATE AT DECEMBER 31, 1999.
          CHANGES IN THE PRIME INTEREST RATE DURING FISCAL 2000
          WILL HAVE A POSITIVE OR NEGATIVE EFFECT ON THE COMPANY'S
          INTEREST EXPENSE.  EACH 1% OF FLUCTUATIONS IN THE PRIME
          INTEREST RATE WILL INCREASE OR DECREASE ANNUAL INTEREST
          RATE EXPENSE FOR THE COMPANY BY APPROXIMATELY $0 BASED ON
          THE DEBT OUTSTANDING AS OF DECEMBER 31, 1999.  FURTHER
          INFORMATION SPECIFIC TO THE COMPANY'S DEBT IS PRESENTED
          IN NOTE 4 TO THE CONSOLIDATED FINANCIAL STATEMENTS.



                                                  YEAR OF
               ESTIMATED           CARRYING       MATURITY
DESCRIPTION    FAIR VALUE           AMOUNT         2000

DEMAND NOTE         $ 0            $ 0             ---

INTEREST RATE       ---             ---           8.25%






ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          SEE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO
          CONSOLIDATED FINANCIAL STATEMENTS OF THE HOMASOTE COMPANY
          1999 ANNUAL REPORT TO STOCKHOLDERS INCORPORATED HEREIN BY
          REFERENCE AS EXHIBIT 13.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

          NONE.

                         PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (A)  DIRECTORS

          A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
          WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
          INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
          INCORPORATED HEREIN BY REFERENCE.

     (B)  EXECUTIVE OFFICERS
                                                  EXPERIENCE
                                   STARTED        IN YEARS
                                   IN             AT
     NAME           TITLE (6)      POSITION       POSITION  AGE
------------------  ---------      --------       --------  ---
IRVING FLICKER      CHAIRMAN OF
(1)                  THE BOARD AND
                      CHIEF EXECUTIVE
                       OFFICER     2/16/72        27        85

SHANLEY E. FLICKER  VICE CHAIRMAN
(1)                  OF THE BOARD  1/01/95         4        82

WARREN L. FLICKER   PRESIDENT AND
(2)                  CHIEF OPERATING
                      OFFICER      1/01/95         4        56

JOSEPH A. BRONSARD  EXECUTIVE VICE
(3)                  PRESIDENT     1/01/95         4        66

JAMES M. REISER     VICE PRESIDENT 3/01/99         1        57
(4)                  AND CHIEF
                      FINANCIAL
                       OFFICER

IRENE T. GRAHAM     ACTING         11/12/99                 78
(5)                  SECRETARY

     (1)  IRVING FLICKER AND SHANLEY E. FLICKER ARE BROTHERS.
     (2)  WARREN L. FLICKER IS THE SON OF IRVING FLICKER.
     (3)  EMPLOYED BY THE COMPANY SINCE 1968.
     (4)  EMPLOYED BY THE COMPANY SINCE 1999.
     (5)  EMPLOYED BY THE COMPANY SINCE 1999, PREVIOUSLY SERVED AS
          THE COMPANY'S CORPORATE SECRETARY FROM 1985 TO 1994.
     (6)  THE OFFICERS MENTIONED ABOVE ARE RE-ELECTED EACH YEAR
          BY THE BOARD OF DIRECTORS AT THEIR ANNUAL MEETING.
ITEM 11.  EXECUTIVE COMPENSATION

          A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
          WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
          INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
          INCORPORATED HEREIN BY REFERENCE.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

          A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
          WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
          INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
          INCORPORATED HEREIN BY REFERENCE.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          A DEFINITIVE PROXY STATEMENT DATED APRIL 12, 2000, WHICH
          WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
          INCLUDING THE INFORMATION REQUIRED BY THESE ITEMS, IS
          INCORPORATED HEREIN BY REFERENCE.

                         PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

     (A)  (1)  FINANCIAL STATEMENTS INCORPORATED HEREIN BY
                REFERENCE AS PART OF EXHIBIT 13.

               INDEPENDENT AUDITORS' REPORT INCORPORATED HEREIN BY
                REFERENCE AS PART OF EXHIBIT 13.

               CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
                EARNINGS - YEARS ENDED DECEMBER 31, 1999, 1998 AND
                1997 INCORPORATED HEREIN BY REFERENCE AS PART OF
                EXHIBIT 13.

               CONSOLIDATED BALANCE SHEETS - DECEMBER 31, 1999 AND
                1998 INCORPORATED HEREIN BY REFERENCE AS PART OF
                EXHIBIT 13.

               CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
                DECEMBER 31, 1999, 1998 AND 1997 INCORPORATED
                HEREIN BY REFERENCE AS PART OF EXHIBIT 13.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               INCORPORATED HEREIN BY REFERENCE AS PART OF
                EXHIBIT 13.

          (2)  FINANCIAL STATEMENT SCHEDULES

               INDEPENDENT AUDITORS' REPORT

               SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

               NO OTHER SCHEDULES ARE REQUIRED.

          (3)  EXHIBITS

                3   ARTICLES OF INCORPORATION AND BYLAWS*

               13   HOMASOTE COMPANY 1999 ANNUAL REPORT TO
                    STOCKHOLDERS

               27   FINANCIAL DATA SCHEDULE

     (B)       REPORT ON FORM 8-K

               NO REPORTS ON FORM 8-K WERE FILED IN THE THREE
               MONTHS ENDED DECEMBER 31, 1999.

     *PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

                         SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.

                                   HOMASOTE COMPANY

DATED:    MARCH 30, 2000           BY IRVING FLICKER
                                   CHAIRMAN AND CHIEF EXECUTIVE
                                   OFFICER

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE
ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES ON THE
DATE INDICATED.

IRVING FLICKER           CHAIRMAN, CEO            MARCH 30, 2000
                          & DIRECTOR

JOSEPH A. BRONSARD       EXECUTIVE VICE
                          PRESIDENT & DIRECTOR    MARCH 30, 2000


MICHAEL FLICKER          DIRECTOR                 MARCH 30, 2000

SHANLEY E. FLICKER       VICE CHAIRMAN,           MARCH 30, 2000
                          & DIRECTOR

WARREN L. FLICKER        PRESIDENT, COO           MARCH 30, 2000
                          & DIRECTOR

PETER N. OUTERBRIDGE     DIRECTOR                 MARCH 30, 2000

JAMES M. REISER          VICE PRESIDENT,          MARCH 30, 2000
                          CFO & DIRECTOR

CHARLES A. SABINO        DIRECTOR                 MARCH 30, 2000

NORMAN SHARLIN           DIRECTOR                 MARCH 30, 2000