EXHIBIT 4.5.1

                          FIRST SUPPLEMENTAL INDENTURE

                             CONGOLEUM CORPORATION,

                                     Issuer,

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                  (as successor to First Union National Bank),

                                   as Trustee



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                          First Supplemental Indenture

                           Dated as of March 28, 2003

                   to the Indenture dated as of August 3, 1998

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                                  $100,000,000


                          8 5/8% Senior Notes Due 2008
                   ------------------------------------------
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            FIRST SUPPLEMENTAL INDENTURE, dated as of March 28, 2003, between
Congoleum Corporation, a Delaware corporation (the "Issuer"), and Wachovia Bank,
National Association (as successor to First Union National Bank), as Trustee
(the "Trustee"), under the Indenture dated as of August 3, 1998 (the
"Indenture"), as supplemented by this First Supplemental Indenture being
supplemental thereto.

                             RECITALS OF THE ISSUER

            The Indenture was authorized, executed and delivered by the issuer
to provide for the issuance by the Issuer of the Issuer's 8 5/8% Senior Notes
Due 2008 (the "Notes").

            The Issuer has duly authorized the execution and delivery of this
First Supplemental Indenture to amend the Indenture as set forth herein pursuant
to Article VIII of the Indenture, and all acts necessary to make this First
Supplemental Indenture a valid agreement of the Issuer have been performed.

            In accordance with Articles VII and VIII of the Indenture, the
Issuer issued Solicitations of Consents to Amend Certain Provisions of the
Indenture, each dated March 17, 2003, and obtained the consent of Holders (as
defined in the Indenture) of not less than a majority in aggregate principal
amount of the outstanding Notes to amend the Indenture as set forth herein.

            NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that,
in consideration of the premises, it is mutually agreed, for the benefit of each
other and for the equal and proportionate benefit of all Holders of the Notes,
as follows:

                                   ARTICLE ONE

                             AMENDMENT OF INDENTURE

            1.1 Definitions; Rules of Construction.

            Terms defined in the Indenture and used without other definition
herein have the respective meanings ascribed to them in the Indenture. The rules
of construction set forth in the Indenture likewise govern this First
Supplemental Indenture.

            1.2 Amendments to Section 1.1 of the Indenture. Section 1.1 of the
Indenture is hereby amended by:

      (1) adding the following new defined term to read as follows:

            "'Asbestos Insurance Policies' means the insurance policies pursuant
      to which the Issuer or any of its Affiliates is a named insured and which
      policies provide coverage for asbestos-related matters, including without
      limitation, claims, assertions or allegations of asbestos-related personal
      injuries, wrongful deaths or property damage claims.";

      (2) adding the following new defined term to read as follows:

            "'Asbestos Proceedings' means all actions, suits, investigations,
      litigation, proceedings or claims pending or threatened by any Person
      against the Issuer or any of its Affiliates for asbestos-related matters,
      including without limitation, claims, assertions or allegations of
      asbestos-related personal injuries, wrongful deaths or property damage
      claims.";

      (3) adding the following new defined term to read as follows:

            "'Asbestos Settlements' means all agreements, arrangements and
      understandings currently in effect, proposed, made or agreed to in respect
      of the Issuer or any of its Affiliates for the
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      purpose of resolving, restructuring, determining, settling, paying,
      funding, discharging, indemnifying for, or compromising, present or future
      liabilities or claims arising from or constituting Asbestos Proceedings,
      including without limitation any settlement agreements, settlement trusts
      and plans of reorganization under chapter 11 of the Bankruptcy Code for
      the Issuer or its Affiliates.";

      (4) removing the word "and" appearing immediately before clause (iii) in
      the parenthetical appearing toward the end of the definition of "Asset
      Sale" and adding a new clause (iv) immediately before the end of that
      parenthetical to read as follows:

            ", and (iv) any assignment of or grant of a security interest in
      certain rights in and proceeds of Asbestos Insurance Policies by the
      Issuer and/or any of its Affiliates pursuant to a Proposed Transaction";

      (5) adding the following new defined term to read as follows:

            "Bankruptcy Code' means the United States Bankruptcy Code of 1978,
      as amended.";

      (6) adding language immediately prior to the comma appearing at the end of
      clause (a) appearing in the definition of "Change of Control" to read as
      follows:

            "; provided, however, that notwithstanding anything herein to the
      contrary, any assignment, transfer or pledge of any securities of the
      Issuer pursuant to, in connection with or as a result of a Proposed
      Transaction shall not constitute or give rise to a Change of Control under
      this clause (a)";

      (7) adding the following new defined term to read as follows:

            "'Chapter 11 Case' means a case commenced by the Issuer and/or any
      of its Affiliates under chapter 11 of the Bankruptcy Code.";

      (8) removing the word "and" appearing immediately before clause (e) in the
      definition of "Permitted Investments" and adding new clauses (f) and (g)
      immediately before the end of that definition to read as follows:

            "; (f) any assignment of or grant of a security interest in certain
      rights in and proceeds of Asbestos Insurance Policies by the Issuer and/or
      any of its Affiliates pursuant to a Proposed Transaction; and (g) the
      issuance to the Plan Trust of any promissory note by the Issuer (whether
      as sole or joint obligor thereunder) or guarantee by the Issuer of any
      promissory note issued pursuant to a Proposed Transaction, which
      promissory note or guarantee shall be consistent with clause (iii)(d) of
      the definition of a Proposed Transaction";

      (9) removing the word "and" appearing immediately before clause (o) in the
      definition of "Permitted Liens" and adding a new clause (p) immediately
      before the end of that definition to read as follows:

            "; and (p) any Liens created or incurred as a result of any
      assignment of or grant of a security interest in certain rights in and
      proceeds of Asbestos Insurance Policies by the Issuer and/or any of its
      Affiliates pursuant to a Proposed Transaction";

      (10) adding the following new defined term to read as follows:

            "'Plan Trust' means a trust established by the Issuer and/or any of
      its Affiliates pursuant to sections 105(a) or 524(g) of the Bankruptcy
      Code upon consummation of a confirmed plan of reorganization in the
      Chapter 11 Case to assume present and future liabilities of the Issuer and
      its


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      Affiliates arising from or relating to Asbestos Proceedings, including
      without limitation, all obligations owed by the Prepetition Trust(s).";

      (11) adding the following new defined term to read as follows:

            "'Prepetition Trust(s)' means a trust or trusts established by the
      Issuer and/or any of its Affiliates to assume certain liabilities of the
      Issuer and its Affiliates pursuant to, arising from, in connection with,
      related to or in contemplation of Asbestos Proceedings, to be funded
      solely by an assignment of or grant of a security interest in the
      Prepetition Trust Assets by the Issuer and/or any of its Affiliates, which
      Prepetition Trust Assets shall be distributed or payable solely as
      follows: (i) for payment of the expenses and costs of administration of
      any Prepetition Trust, (ii) to holders of claims arising from or relating
      to Asbestos Proceedings, their counsel or other representatives, (iii) to
      the Plan Trust, or (iv) if the Plan Trust were not established, the
      Prepetition Trust Assets shall revert and be paid to the respective
      grantor of the assignment of or security interest in such Prepetition
      Trust Assets."; and

      (12) adding the following new defined term to read as follows:

            "'Prepetition Trust Assets' means certain rights in and proceeds of
      Asbestos Insurance Policies of the Issuer and/or any of its Affiliates.";
      and

      (13) adding the following new defined term to read as follows:

            "'Proposed Transaction' means any of the following actions,
      agreements, arrangements and understandings intended to achieve Asbestos
      Settlements pursuant to, arising from, in connection with, related to or
      in contemplation of a Chapter 11 Case: (i) establishment and funding by
      the Issuer and/or any of its Affiliates of any Prepetition Trust; (ii)
      establishment by the Issuer and/or any of its Affiliates of the Plan
      Trust; and (iii) funding of the Plan Trust with (a) the Prepetition Trust
      Assets, (b) an assignment of or grant of a security interest in Certain
      rights in and proceeds of Asbestos Insurance Policies by the Issuer and/or
      any of its Affiliates, (c) an assignment or transfer (whether as an
      outright assignment or transfer or only upon the occurrence of a specified
      event) or pledge of common stock of the Issuer constituting a majority of
      the common stock of the Issuer, and/or (d) a promissory note to be issued
      (whether as sole or joint obligor thereunder) by the Issuer and/or any
      Affiliate of the Issuer or guaranteed by the Issuer pursuant to which (x)
      any payments to be paid or payable by the Issuer (whether in the form of
      principal, interest or otherwise) thereunder or with regard thereto shall
      not exceed $1 million in the aggregate and (y) the right of payment shall
      be subordinated to the Securities."

            1.3   Amendment to Section 3.5(b) of the Indenture.

            Section 3.5(b) of the Indenture is hereby amended by:

      (1)   removing the word "and" appearing at the end of clause (xi);

      (2)   removing the period at the end of clause (xii) and inserting ";
            and"; and

      (3)   adding a new clause (xiii) to read as follows:

            "(xiii) Indebtedness as a result of a Proposed Transaction."

            1.4   Amendment to Section 3.10(b) of the Indenture.

            Section 3.10(b) of the Indenture is hereby amended by:

      (1)   removing the word "and" appearing immediately before clause (iii) in
            said section;


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      (2)   inserting a comma after the reference to Section 3.6 appearing at
            the end of clause (ii) of said section; and

      (3)   adding a new clause (iv) immediately before the end of said section
            to read as follows:

            "and (iv) a Proposed Transaction"

            1.5   Amendment to Section 3.13 of the Indenture.

            Section 3.13 of the Indenture is hereby amended by adding a sentence
at the end of the second paragraph of said section to read as follows:

            "The foregoing restrictions and obligations shall not apply to any
      assignment of or grant of a security interest in certain rights in and
      proceeds of Asbestos Insurance Policies pursuant to a Proposed
      Transaction, and any such assignment or grant shall not be violative
      thereof.

            1.6   Amendment to Section 5.1(g) of the Indenture.

            Section 5.1(g) of the Indenture is hereby amended by adding a
proviso immediately after the word "creditors" appearing at the end of said
section to read as follows:

            "; provided, however, that any assignment of or grant of a security
      interest in certain rights in and proceeds of Asbestos Insurance Policies
      pursuant to a Proposed Transaction shall not constitute or give rise to an
      Event of Default under this Section 5.1(g)"

            1.7   Amendment to Section 9.1 of the Indenture.

            Section 9.1 of the Indenture is hereby amended by adding a new
paragraph at the end of said section to read as follows:

            "The foregoing restrictions and obligations shall not apply to any
      assignment of or grant of a security interest in certain rights in and
      proceeds of Asbestos Insurance Policies pursuant to a Proposed
      Transaction, and any such assignment or grant shall not be violative
      thereof."

            1.8   Effectiveness of Amendments.

            Upon execution and delivery by the Issuer and the Trustee of this
First Supplemental Indenture, this First Supplemental Indenture shall
immediately become effective.

                                   ARTICLE TWO

                                  MISCELLANEOUS

            2.1   Severability.

            In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

            2.2   Governing Law.

            THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.


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            2.3   Ratification.

            This First Supplemental Indenture is a supplement to the Indenture.
As supplemented by this First Supplemental Indenture, the Indenture is in all
respects ratified, approved and confirmed and the Indenture and this First
Supplemental Indenture shall together constitute one and the same instrument.

            2.4   Interpretation.

            This First Supplemental Indenture confirms that the assignment of
certain rights in and proceeds of insurance policies in which the Issuer or any
of its Affiliates is a named insured by the Issuer or any of its Affiliates in
satisfaction or settlement of any claims made or judgments rendered against them
is within their ordinary course of business and would not violate the terms of
the Indenture.

            2.5   Counterpart Originals.

            The parties may sign separate copies of this First Supplemental
Indenture. Each signed copy shall be an original, but both of them together
represent the same agreement.

            2.6   The Trustee.

            The Trustee shall not be responsible in any matter whatsoever for or
in respect of the validity or sufficiency of this First Supplemental Indenture
or for or in respect of the Recitals contained herein, all of which are made
solely by the Issuer.


                           [Signature Page To Follow]


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            IN WITNESS WHEREOF, CONGOLEUM CORPORATION has caused this First
Supplemental Indenture to be signed in its corporate name and acknowledged by
one of its duly authorized officers; and WACHOVIA BANK, NATIONAL ASSOCIATION (as
successor to First Union National Bank), as Trustee, has caused this First
Supplemental Indenture to be signed and acknowledged by one of its duly
authorized signatories, and its seal to be affixed hereunto or impressed hereon,
duly attested, as of the day and year first set forth above.


                                    CONGOLEUM CORPORATION


                                    By: /s/ Howard N. Feist
                                        -------------------------------
                                    Name: Howard N. Feist
                                    Title: CFO


Attest:

/s/ Shirley A. LeBlanc
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                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                    (as successor to First Union National Bank),
                                    as Trustee


                                    By:
                                        -------------------------------
                                    Name:
                                    Title:

(SEAL)

Attest:


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            IN WITNESS WHEREOF, CONGOLEUM CORPORATION has caused this First
Supplemental Indenture to be signed in its corporate name and acknowledged by
one of its duly authorized officers; and WACHOVIA BANK, NATIONAL ASSOCIATION (as
successor to First Union National Bank), as Trustee, has caused this First
Supplemental Indenture to be signed and acknowledged by one of its duly
authorized signatories, and its seal to be affixed hereunto or impressed hereon,
duly attested, as of the day and year first set forth above.


                              CONGOLEUM CORPORATION


                                    By:
                                        -------------------------------
                                    Name:
                                    Title:


Attest:


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                                    WACHOVIA BANK, NATIONAL ASSOCIATION
                                    (as successor to First Union National Bank),
                                    as Trustee


                                    By: /s/ Robert L. Bice II
                                        --------------------------------
                                    Name: Robert L. Bice II
                                    Title: Vice President

(SEAL)

Attest:

[SIGNATURE ILLEGIBLE]
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