FORM 10-Q

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549


             Quarterly Report Under Section 13 or 15 (d)
               of the Securities Exchange Act of 1934



For Quarter Ended     March 29, 1997     Commission File Number 1-4773
                 ------------------------                      -------


                       American Biltrite Inc.
---------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)


            Delaware                                  04-1701350
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(State or other jurisdiction of                     (IRS Employer
incorporation or organization)                    Identification No.)

   57 River Street       Wellesley Hills, Massachusetts        02181
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(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code     617-237-6655
                                                  -----------------

                                 None
--------------------------------------------------------------------
(Former name, former address, and former fiscal year if changed since
last report)



      Indicate  by check mark whether the registrant (1) has  filed  all
reports  required to be filed by Section 13 or 15 (d) 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.
Yes  X     No
   -----     -----

      Indicate the number of shares outstanding of each of the  issuer's
classes  of  common stock, as of the latest  practicable date covered by
this report.


        Class                             Outstanding at May 1, 1997
---------------------                 ---------------------------------         
    Common Stock                               3,630,928 shares

<PAGE>

<TABLE>
                                FORM 10-Q

                     PART I.   FINANCIAL INFORMATION
                 AMERICAN BILTRITE INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                        (In thousands of dollars)

<CAPTION>
                                         March 29,    December 31,
                                           1997          1996
                                        ----------    ------------
<S>                                     <C>          <C>              
ASSETS
CURRENT ASSETS
  Cash and cash equivalents              $  13,938    $  33,658
  Short-term investments                    26,700       17,500
  Accounts receivable, net                  44,549       34,849
  Inventories                               88,419       81,058
  Prepaid expenses & other current assets    6,801        8,660
                                          --------     --------
        TOTAL CURRENT ASSETS               180,407      175,725
                                                          
Goodwill, net                               24,227       24,510
Deferred income taxes                        3,068        3,068
Other assets                                10,187        9,779
Property, plant and equipment, net         112,153      111,884
                                          --------     --------
                                         $ 330,042    $ 324,966
                                          ========     ========
LIABILITIES AND STOCKHOLDERS' EQUITY                            
CURRENT LIABILITIES                                             
  Notes payable                          $  17,000    $  10,250
  Accounts payable                          25,333       27,342
  Accrued expenses                          50,869       50,259
  Current portion of long-term debt          1,156        1,156
                                          --------     --------
  TOTAL CURRENT LIABILITIES                 94,358       89,007
                                                                
Long-term debt                             104,929      105,565
Other liabilities                           50,045       49,735
Non-controlling interests                   19,486       18,898
                                                                
STOCKHOLDERS' EQUITY                                                       
  Common stock, par value $0.01-authorized                          
    15,000,000 shares, issued 4,607,902                           
    shares                                      46           46
  Additional paid-in capital                19,423       19,423
  Retained earnings                         56,611       56,920
  Equity adjustment from translation        (2,149)      (1,921)
  Minimum pension liability                   (877)        (877)
  Less cost of shares in treasury          (11,830)     (11,830)
                                          --------     --------
                                            61,224       61,761
                                          --------     --------
                                         $ 330,042    $ 324,966
                                          ========     ========
</TABLE>

See accompanying notes to consolidated condensed financial
statements.

<PAGE>

<TABLE>
                           FORM 10-Q

                 PART I.   FINANCIAL INFORMATION
             AMERICAN BILTRITE INC. AND SUBSIDIARIES
    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS  (Unaudited)
               (In thousands, except per share data)


<CAPTION>
                                           Three Months Ended
                                          March 29,     March 30,
                                            1997          1996
                                          ---------     ---------
<S>                                      <C>           <C>

Net sales                                 $ 95,513      $ 89,905
Interest and other income                      571         1,313
                                           -------       -------
                                            96,084        91,218
                                                                
Costs and expenses:                                              
 Cost of products sold                      66,943        65,169
 Selling, general and administrative                             
  expenses                                  25,559        24,700
 Interest                                    2,519         2,649
                                           -------       ------- 
                                            95,021        92,518
                                           -------       -------
 EARNINGS (LOSS) BEFORE                                          
  INCOME TAXES (BENEFIT) AND                                      
  NON-CONTROLLING INTERESTS                  1,063        (1,300)
                                                                  
Income taxes (benefit)                         436          (505)
                                                                   
Non-controlling interests                     (580)          585
                                           -------       -------
                                                                   
         NET EARNINGS (LOSS)              $     47      $   (210)
                                           =======       ========
                                                                  
                                                                
Earnings (loss) per common share          $    .01      $   (.06)
                                           =======      ========
                                                                  
                                                                  
Dividends declared per common share       $    .10      $    .10
                                           =======       =======
</TABLE>


See accompanying notes to consolidated condensed financial
statements.

<PAGE>

<TABLE>
                              FORM 10-Q

                   PART I.   FINANCIAL INFORMATION
               AMERICAN BILTRITE INC. AND SUBSIDIARIES
     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
                      (In thousands of dollars)


<CAPTION>
                                            Three Months Ended
                                           March 29,   March 30,
                                             1997        1996
                                           ---------   ---------
<S>                                       <C>          <C>
OPERATING ACTIVITIES
  Net  earnings (loss)                     $     47     $   (210)
  Adjustments to reconcile net earnings                           
  (loss) to net cash used by operating                             
  activities:                                                     
    Depreciation and amortization             3,680        3,239
    Accounts and notes receivable            (9,912)     (10,854)
    Inventories                              (7,753)      (4,288)
    Prepaid expenses and other current                           
      assets                                  1,828          782 
    Accounts payable and accrued expenses    (1,311)      (9,518)
    Non-controlling interests                   580         (585)
    Other                                      (241)        (337)
                                            -------      ------- 
  NET CASH USED BY OPERATING ACTIVITIES     (13,082)     (21,771)
                                                                    
INVESTING ACTIVITIES                                              
  Investment in property, plant & equipment  (3,623)      (4,160)
  Purchase of short-term investments        (18,100)              
  Maturities of short-term investments        8,900               
  Business acquisitions                                   (1,680)
                                            -------      -------
  NET CASH USED BY INVESTING ACTIVITIES     (12,823)      (5,840)
                                                                 
FINANCING ACTIVITIES                                             
  Net short-term borrowings                   6,750       12,000
  Long-term borrowings                                    15,000
  Payment on long-term debt                    (636)     (16,084)
  Purchase of treasury shares                               (371)
  Proceeds from exercise of stock options                     17
  Dividends paid                               (363)        (367)
                                            --------     -------
  NET CASH PROVIDED BY FINANCING ACTIVITIES   5,751       10,195
                                                                
Effect of foreign exchange                      434          487
                                            -------      -------
  DECREASE IN CASH AND CASH EQUIVALENTS     (19,720)     (16,929)
                                                                 
Cash and cash equivalents at beginning of                         
  period                                     33,658       39,297
                                            -------      -------
  CASH AND CASH EQUIVALENTS AT END OF                           
    QUARTER                                $ 13,938     $ 22,368
                                            =======      =======
</TABLE>

See accompanying notes to consolidated condensed financial
statements.

<PAGE>
                            FORM 10-Q

                PART I.   FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         March 29, 1997



Note A - Basis of Presentation
------------------------------ 
The   accompanying   unaudited consolidated  condensed  financial
statements  which include the accounts of American Biltrite  Inc.
and  its  wholly-owned subsidiaries ("ABI") as well  as  entities
over which it has voting control have been prepared in accordance
with   generally  accepted  accounting  principles  for   interim
financial information and with the instructions to Form 10-Q  and
Rule  10-01 of Regulation S-X.  Accordingly, they do not  include
all  of  the  information  and footnotes  required  by  generally
accepted accounting principles for complete financial statements.
In  the  opinion  of management, all adjustments  (consisting  of
normal  recurring adjustments) considered necessary  for  a  fair
presentation have been included.  Operating results for the three
month  period ended March 29, 1997 are not necessarily indicative
of  the results that may be expected for the year ending December
31,  1997.   For  further information, refer to the  consolidated
financial  statements  and  footnotes  thereto  included  in  the
Company's annual report on Form 10-K for the year ended  December
31, 1996.


Note B - Inventories
--------------------
Inventory at March 29, 1997 and December 31, 1996 consisted of
the following:

<TABLE>

<CAPTION>
                                 March 29,        December 31,
                                   1997               1996
                                -----------      -------------- 
                                           ($000)

<S>                             <C>                 <C>
Finished goods                    $ 63,675           $ 55,356
Work-in-process                      9,994              9,315
Raw materials and supplies          14,750             16,387
                                   -------            -------
                                  $ 88,419           $ 81,058
                                   =======            ======= 
</TABLE>

Note C - Commitments and Contingencies
--------------------------------------
ABI  has  recorded what it believes are adequate  provisions  for
environmental remediation and product-related liabilities.  While
the  Company believes that its estimate of the future  amount  of
these  liabilities is reasonable, the ultimate outcome  of  these
matters cannot be determined.

<PAGE>


                           FORM 10-Q
                PART I.   FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         March 29, 1997



Note D - Earnings Per Share
---------------------------
In February 1997, the Financial Accounting Standards Board issued
Statement  No.  128  "Earnings Per Share", which  simplifies  the
calculation  of  earnings per share and  is  effective  for  both
interim  and annual periods ending after December 15, 1997.   The
Statement  is  not  expected to have a  material  impact  on  the
Company's financial statements.


Note E - Reclassifications
--------------------------
Certain amounts in 1996 have been reclassified to conform to  the
1997 presentation.

<PAGE>


                            FORM 10-Q

                 PART I.   FINANCIAL INFORMATION
             AMERICAN BILTRITE INC. AND SUBSIDIARIES
              MANAGEMENTS' DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        March 29, 1997
 


Results of Operations
---------------------
Net  sales  for  the  first quarter of 1997  were  $95.5  million
compared  to  $89.9  million  for  the  first quarter of 1996, an 
increase  of $5.6  million  or  6.2%.    Congoleum  Corporation's  
("Congoleum") sales  performance  in  the  current  first quarter 
accounts for  the increase  over  last  year  with sales at ABI's 
Tape  and  Canadian operations  being at the same sales levels as 
last year and at K&M Associates  L.P.  ("K&M")  sales  were lower 
than last year.   At Congoleum,  the  sales  increase was due  to  
generally  stronger demand in  the  residential  and manufactured 
housing segments than in the first quarter of 1996.  Sales to new 
customers and earlier shipments  of Congoleum's spring season new 
product introductions contributed to  the  sales increase.  Lower 
sales at K&M reflect a continuation of  a very weak  retail sales 
environment.

Interest and other income decreased in the current quarter to $.6
million  from  $1.3  million in last  year's  first  quarter.   A
combination  of  factors  accounted for this  decrease  including
lower  royalty and other income at Congoleum and K&M and  at  ABI
foreign  exchange conversion losses and lower incentive  payments
from Hillside Industries.

Cost  of products sold as a percentage of net sales decreased  to
70.1%  in  the current quarter from 72.5% last year  and  is  due
primarily  to  increased manufacturing efficiency resulting  from
higher  production volume to support increased  sales  levels  at
Congoleum.

Selling,  general and administrative expenses as a percentage  of
net  sales  decreased to 26.8% in the current quarter from  27.5%
last  year  and  is primarily the result of higher  sales  volume
levels  experienced in the current quarter which more than offset
related selling expense increases.

Net income for the first quarter of 1997 was $47,000 compared  to
a  net  loss  of  $210,000 in last year's first  quarter.   On  a
comparative basis, Congoleum results are profitable compared to a
loss  in  last year's first quarter, ABI operations  are  not  as
favorable  as  last  year and K&M losses in the  current  quarter
exceed last year's losses.

<PAGE>


                          FORM 10-Q

                PART I.    FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
              MANAGEMENTS' DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         March 29, 1997



Liquidity and Capital Resources
-------------------------------
Cash  and  cash  equivalents, including  short-term  investments,
declined $10.5 million for the three months ended March 29,  1997
to  $40.6 million.  Working capital was $86.0 million, down  from
$86.7  million at year end 1996.  The ratio of current assets  to
current liabilities at March 29, 1997 was 1.9 and at December 31,
1996  was  2.0.   Cash used by operations was $13.1  million  for
1997's first quarter and consists mainly of the seasonal increase
in receivables and inventories.

Capital  expenditures  in  the current first  quarter  were  $3.6
million  and  depreciation  and  amortization  expense  was  $3.7
million.  It is anticipated that total year capital spending will
be in the range of $23 to $25 million.

The  Company  has  established  a  reserve  for  product  related
liabilities and an environmental reserve against which the  costs
of administration and remediation are and will be charged.  Since
legal proceedings tend to be unpredictable and costly, resolution
of  an environmental proceeding could possibly be material to the
results of operations or cash flow for a particular quarterly  or
annual reporting period.

Cash requirements for capital expenditures, working capital, debt
service  and the current authorization to repurchase $4.7 million
of  ABI's Common Stock, $4.9 million of Congoleum's Common  Stock
and  $7.2 million of Congoleum's 9% senior notes are expected  to
be  financed  from  operating  activities  and  borrowings  under
existing  bank  lines of credit which at ABI are presently  $34.0
million  and  at Congoleum are $30.0 million.  During  1996,  ABI
entered  into  a  $30.0 million note purchase and  private  shelf
agreement with an insurance company and drew down $15.0  million.
There is $15.0 million remaining in the shelf facility for future
financing requirements.

<PAGE>


                         FORM 10-Q

                  PART II.   OTHER INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
                       March 29, 1997
  

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)   Exhibits
      --------
      The following exhibit is included herein:

      (11)  Statement re:  computation of earnings per share


(b)   Reports on Form 8-K
      -------------------
      There were no reports on Form 8-K filed for the three
      months ended March 29, 1997.



                           SIGNATURE
                           ---------

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.



                                         AMERICAN BILTRITE INC.
                                         ----------------------
                                           (Registrant)



Date:   May 8, 1997                   BY: /s/ Gilbert K. Gailius
                                         ------------------------
                                         Gilbert K. Gailius
                                         Vice President-Finance

<PAGE>