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 July 3, 1999                     Commission File Number 1-4773

                             AMERICAN BILTRITE INC.
             (Exact name of registrant as specified in its charter)

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

                                 57 River Street
                    Wellesley Hills, Massachusetts 02481-2097
                    (Address of Principal Executive Offices)
                                 (781) 237-6655
              (Registrant's telephone number, including area code)

                                 Not Applicable
         (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.

Title of Each Class                                Outstanding at August10, 1999
-------------------                                -----------------------------
     Common                                               3,573,376 shares
<PAGE>

                                    FORM 10-Q

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

                                                       July 3,      December 31,
                                                        1999           1998
                                                      ---------      ---------
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                          $  40,254      $  59,505
   Accounts receivable, net                              42,172         33,551
   Inventories                                           91,747         69,722
   Prepaid expenses & other current assets                9,762          9,199
                                                      ---------      ---------

            TOTAL CURRENT ASSETS                        183,935        171,977

Goodwill, net                                            21,910         22,332
Deferred income taxes                                     1,529          1,863
Other assets                                             16,111         16,097
Property, plant and equipment, net                      127,281        123,770
                                                      ---------      ---------
                                                      $ 350,766      $ 336,039
                                                      =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Notes payable                                      $   7,700
   Accounts payable                                      27,423      $  20,596
   Accrued expenses                                      54,794         50,328
   Current portion of long-term debt                      3,140          4,305
                                                      ---------      ---------

            TOTAL CURRENT LIABILITIES                    93,057         75,229

Long-term debt                                          110,999        114,101
Other liabilities                                        55,850         56,039
Noncontrolling interests                                 18,836         19,433

STOCKHOLDERS' EQUITY
   Common stock, par value $0.01-authorized
      15,000,00 shares, issued 4,607,902 shares              46             46
   Additional paid-in capital                            19,423         19,423
   Retained earnings                                     69,702         68,247
   Accumulated other comprehensive loss                  (4,208)        (4,906)
   Less cost of shares in treasury                      (12,939)       (11,573)
                                                      ---------      ---------
                                                         72,024         71,237
                                                      ---------      ---------
                                                      $ 350,766      $ 336,039
                                                      =========      =========

See accompanying notes to consolidated condensed financial statements.
<PAGE>

                                    FORM 10-Q

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

<TABLE>
<CAPTION>
                                              Three Months Ended          Six Months Ended
                                              July 3,      July 4,      July 3,      July 4,
                                               1999         1998         1999         1998
                                               ----         ----         ----         ----

<S>                                          <C>          <C>          <C>          <C>
Net sales                                    $ 104,002    $ 108,501    $ 210,989    $ 214,889
Interest and other income                        1,471        1,100        1,955        1,348
                                             ---------    ---------    ---------    ---------
                                               105,473      109,601      212,944      216,237
                                             ---------    ---------    ---------    ---------
Costs and expenses:
    Cost of products sold                       71,740       74,147      146,290      148,957
    Selling, general and administrative
       expenses                                 28,122       27,652       55,649       54,844
    Interest                                     2,388        2,098        4,791        4,213
                                             ---------    ---------    ---------    ---------
                                               102,250      103,897      206,730      208,014
                                             ---------    ---------    ---------    ---------
    EARNINGS BEFORE INCOME
       TAXES AND NON-
       CONTROLLING INTERESTS                     3,223        5,704        6,214        8,223

Income taxes                                     1,287        2,231        2,464        3,192

Noncontrolling interests                          (604)      (1,372)        (960)      (1,605)
                                             ---------    ---------    ---------    ---------

         NET EARNINGS                        $   1,332    $   2,101    $   2,790    $   3,426
                                             =========    =========    =========    =========

Earnings per share:

    Basic                                    $     .37    $     .58    $     .77    $     .94

    Diluted                                  $     .36    $     .55    $     .75    $     .89

Dividends declared per common share          $    .125    $     .10    $     .25    $     .20
</TABLE>

See accompanying notes to consolidated condensed financial statements.
<PAGE>

                                    FORM 10-Q

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

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                              July 3,        July 4,
                                                                1999          1998
                                                              --------      --------
<S>                                                           <C>           <C>
OPERATING ACTIVITIES
    Net earnings                                              $  2,790      $  3,426
    Adjustments to reconcile net earnings to net cash
      provided (used) by operating activities:
         Depreciation and amortization                           7,891         7,647
         Accounts and notes receivable                          (8,759)      (15,332)
         Inventories                                           (22,172)       (6,702)
         Prepaid expenses and other current assets                (827)        1,296
         Accounts payable and accrued expenses                  11,237        15,916
         Noncontrolling interests                                  960         1,605
         Other                                                     143          (323)
                                                              --------      --------

      NET CASH (USED) PROVIDED  BY OPERATING
         ACTIVITIES                                             (8,737)        7,533

INVESTING ACTIVITIES
    Investment in property, plant and equipment                (10,551)       (6,986)
    Purchase of short-term investments                          (4,301)      (11,700)
    Maturities of short-term investments                         4,301         9,500
                                                              --------      --------

      NET CASH USED BY INVESTING ACTIVITIES                    (10,551)       (9,186)

FINANCING ACTIVITIES
    Net short-term borrowings                                    7,700         1,500
    Long-term borrowings                                                         671
    Payments on long-term debt                                  (4,171)       (1,156)
    Purchase of treasury shares                                 (3,356)           (1)
    Proceeds from exercise of stock options                                       54
    Dividends paid                                                (903)         (728)
                                                              --------      --------

      NET CASH (USED) PROVIDED BY FINANCING
         ACTIVITIES                                               (730)          340
Effect of foreign exchange                                         767            46
                                                              --------      --------

      DECREASE IN CASH AND CASH EQUIVALENTS                    (19,251)       (1,267)

Cash and cash equivalents at beginning of period                59,505        19,306
                                                              --------      --------

      CASH AND CASH EQUIVALENTS AT END OF
         PERIOD                                               $ 40,254      $ 18,039
                                                              ========      ========
</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
                                  July 3, 1999

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 July 3,
1999 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1999. 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, 1998.

Note B - Inventories

Inventory at July 3, 1999 and December 31, 1998 consisted of the following (in
thousands):

                                             July 3,      December 31,
                                               1999          1998
                                             -------       -------

                Finished goods               $68,117       $50,683
                Work-in-process               10,891         9,201
                Raw materials and supplies    12,739         9,838
                                             -------       -------
                                             $91,747       $69,722
                                             =======       =======

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.

Note D - Comprehensive Income

As of January 1, 1998, the Company adopted Statement 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Company's net income or shareholders'
equity. Statement 130 requires foreign currency translation adjustments, which
prior to adoption were reported separately in shareholders' equity, to be
included in other comprehensive income.
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  July 3, 1999

The following table presents total comprehensive income for the three months and
six months ended July 3, 1999 and July 4, 1998 (in thousands):

                                    Three Months Ended      Six Months Ended
                                     July 3,   July 4,     July 3,     July 4,
                                      1999      1998        1999        1998
                                      ----      ----        ----        ----

Net earnings                         $ 1,332   $ 2,101     $ 2,790    $ 3,426
Foreign currency translation
  adjustments                            365      (522)        698       (420)
                                     -------   -------     -------    -------

      Total comprehensive income     $ 1,697   $ 1,579     $ 3,488    $ 3,006
                                     =======   =======     =======    =======

Note E - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share for the three months and six months ended July 3, 1999 and July 4, 1998
(in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                  Three Months Ended     Six Months Ended
                                                  July 3,    July 4,    July 3,    July 4,
                                                   1999       1998       1999       1998
                                                  ------     ------     ------     ------
<S>                                               <C>        <C>        <C>        <C>
Numerator:
    Net income                                    $1,332     $2,101     $2,790     $3,426
                                                  ======     ======     ======     ======
Denominator:
    Denominator for basic earnings per share:
      Weighted-average shares                      3,584      3,639      3,616      3,638
    Denominator for diluted earnings
    per share:
      Dilutive employee stock options                 70        214         91        195
                                                  ------     ------     ------     ------

      Weighted-average shares and
       assumed conversions                         3,654      3,853      3,707      3,833
                                                  ======     ======     ======     ======

Basic earnings per share                          $  .37     $  .58     $  .77     $  .94
                                                  ======     ======     ======     ======

Diluted earnings per share                        $  .36     $  .55     $  .75     $  .89
                                                  ======     ======     ======     ======
</TABLE>
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  July 3, 1999

Note F - Industry Segments

Description of Products and Services
The Company has four reportable segments: flooring products, tape products,
jewelry and a Canadian division which produces flooring and rubber products.
Congoleum represents the Company's flooring products segment, which manufactures
vinyl and vinyl composition floor coverings with distribution primarily through
floor covering distributors, retailers and contractors for commercial and
residential use. The tape products segment consists of two production facilities
in the United States and finishing and sales facilities in Belgium and
Singapore. The tape products segment manufactures paper, film, HVAC, electrical,
shoe and other tape products for use in industrial and automotive markets. The
jewelry segment reflects the results of K&M Associates L.P., a national costume
jewelry supplier to the mass merchandiser markets. The Company's Canadian
division produces flooring, rubber products, including materials used by
footwear manufacturers, and other industrial products.

Segment Profit and Assets

<TABLE>
<CAPTION>
          (In thousands)                        Three Months Ended                Six Months Ended
                                             July 3,          July 4,          July 3,          July 4,
                                              1999             1998             1999             1998
                                              ----             ----             ----             ----
<S>                                         <C>              <C>              <C>              <C>
Revenues
Revenues from external customers:
    Flooring products                       $  64,130        $  69,565        $ 129,292        $ 133,172
    Tape products                              22,237           20,996           43,840           42,081
    Jewelry                                     6,662            8,494           17,199           20,674
    Canadian division                          10,973            9,446           20,658           18,962
                                            ---------        ---------        ---------        ---------
         Total revenues from external
         customers                            104,002          108,501          210,989          214,889
                                            ---------        ---------        ---------        ---------
Intersegment revenues:
    Flooring products                             177              185              402              453
    Tape products                                  45               64              105              113
    Jewelry
    Canadian division                           2,421            2,092            4,497            3,862
                                            ---------        ---------        ---------        ---------
         Total intersegment revenues            2,643            2,341            5,004            4,428
                                            ---------        ---------        ---------        ---------
                                              106,645          110,842          215,993          219,317
Reconciling items
    Intersegment revenues                      (2,643)          (2,341)          (5,004)          (4,428)
                                            ---------        ---------        ---------        ---------
         Total consolidated revenues        $ 104,002        $ 108,501        $ 210,989        $ 214,889
                                            =========        =========        =========        =========
</TABLE>
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  July 3, 1999

Note F - Industry Segments continued

<TABLE>
<CAPTION>
(In thousands)                                    Three Months Ended             Six Months Ended
                                                July 3,        July 4,        July 3,        July 4,
                                                 1999           1998           1999           1998
                                                 ----           ----           ----           ----
<S>                                             <C>            <C>            <C>            <C>
Segment profit (loss)
    Flooring products                           $ 1,915        $ 4,166        $ 3,098        $ 4,838
    Tape products                                 1,523            875          2,862          1,484
    Jewelry                                      (1,092)            11         (1,255)           776
    Canadian division                             1,183            953          2,034          1,771
                                                -------        -------        -------        -------
         Total segment profit                     3,529          6,005          6,739          8,869

Reconciling items
    Corporate office loss                          (251)          (240)          (428)          (552)
    Intercompany profit                             (55)           (61)           (97)           (94)
                                                -------        -------        -------        -------
       Total consolidated earnings before
        income taxes and other items            $ 3,223        $ 5,704        $ 6,214        $ 8,223
                                                =======        =======        =======        =======
</TABLE>

                                                      July 3,         Dec. 31,
                                                        1999            1998
                                                        ----            ----
Segment assets
    Flooring products                                $ 245,564        $ 231,865
    Tape products                                       57,591           48,308
    Jewelry                                             14,042           16,298
    Canadian division                                   25,079           20,710
                                                     ---------        ---------
         Total segment assets                          342,276          317,181

Reconciling items
    Corporate office assets                             27,519           29,446
    Intersegment accounts receivable                   (18,780)         (10,436)
    Intersegment profit in inventory                      (249)            (152)
                                                     ---------        ---------
         Total consolidated assets                   $ 350,766        $ 336,039
                                                     =========        =========
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  July 3, 1999

Note G - Changes in Accounting Principles

Effective January 1, 1999, the Company adopted AICPA Statement of Position (SOP)
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This Statement requires certain costs of internally developed
software to be capitalized for years beginning after December 15, 1998. The
adoption of this SOP did not have a material impact on the Company's financial
statements.

<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
                      MANAGEMENTS' DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  July 3, 1999

Results of Operations

Net sales for the second quarter of 1999 were $104.0 million compared to $108.5
million for the second quarter of 1998, reflecting a decrease of $4.5 million or
4%. This sales decrease occurred at Congoleum Corporation ("Congoleum") and at
K&M Associates L.P. ("K&M") due to customer inventory reduction programs and at
Congoleum competitive pressures necessitated reductions in overall selling
prices.

Sales for the first six months of 1999 were $211.0 million compared to $214.9
million last year. Sales performance at Congoleum and K&M, as noted above,
accounts for the year-to-date decrease. Sales at ABI's tape and Canadian
operations reflect small sales increases over last year.

Interest and other income increased in the current quarter to $1.5 million from
$1.1 million in last year's second quarter and increased to $2.0 million for six
months this year from $1.4 million last year. The primary cause of this increase
in 1999 is higher interest income at Congoleum from having funds available to
invest during the period.

Cost of products sold as a percentage of net sales remained relatively unchanged
with the current quarter increasing to 69.0% from 68.3% in last year's second
quarter and for the six month period was 69.3% both years.

Selling, general and administrative expenses as a percentage of net sales in the
current quarter increased to 27.0% from 25.5% last year and for the current six
months increased to 26.4% from 25.5% and is primarily the result of lower sales
volume levels experienced in both the current quarter and six months with only
minor expense increases.

Interest expense in both the current quarter and six months reflects slight
increases compared to last year and is due to higher debt outstanding on both
ABI and Congoleum.

Net income for the second quarter of 1999 was $1.3 million compared to $2.1
million last year and for the first six months of 1999 was $2.8 million compared
to $3.4 million last year. Operating results were positive at American
Biltrite's tape and Canadian operations in both the current quarter and six
months while profits were lower at Congoleum. K&M generated losses in the first
and second quarters this year compared to profits in 1998.
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
                      MANAGEMENTS' DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  July 3, 1999

Liquidity and Capital Resources

Cash and cash equivalents decreased $19.2 million for the six months ended July
3,1999 to $40.3 million. Working capital was $90.9 million, down from $96.7
million at year end 1998. The ratio of current assets to current liabilities at
July 3, 1999 was 2.0 and at December 31, 1998 was 2.3. Cash used by operations
was $8.7 million in the first six months of 1999 due primarily to increases in
inventory levels for new products and planned vacation shutdown of certain
plants in the third quarter.

Capital expenditures in the current six months were $10.6 million and
depreciation and amortization expense was $7.9 million. It is anticipated that
total year capital spending will be in the range of $24 to $26 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 $3.3 million of ABI's Common Stock and
$2.8 million of Congoleum's Common Stock are expected to be financed from
operating activities and borrowings under existing bank lines of credit which at
ABI are presently $35.0 million and at Congoleum are $30.0 million. During the
six months ended July 3, 1999, ABI repurchased $1.4 million of its Common Stock
and Congoleum repurchased $2.0 million of its Common Stock.

In 1996, the Company began the initial planning of a comprehensive initiative to
address the impact of the Year 2000 on its information and equipment systems.
The Company organized a Year 2000 oversight team to develop a strategy of
evaluation, implementation, testing and contingency planning to address the
Company's Year 2000 readiness. The evaluation phase involved performing a
complete, company-wide inventory to identify all internal, general purpose and
production hardware and software systems, as well any embedded logic devices
used to control equipment or facilities, that required modification to become
Year 2000 compliant. In addition to the Company's internal assessment, the
Company communicated with all its distributors and all key third party suppliers
of goods and services to determine their states of Year 2000 readiness,
implementation of Year 2000 compliant systems and related contingency plans.
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
                      MANAGEMENTS' DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  July 3, 1999

In the second quarter of 1997, the Company began the implementation and testing
phase of replacing or modifying system hardware, software and devices. As of
June 1999, the Company has completed work on 91% of the systems identified as
requiring modification. The Company anticipates that substantially all of its
systems will be Year 2000 compliant by the beginning of the fourth quarter of
1999.

Costs directly associated with achieving Year 2000 compliance, including
modifying computer software or converting to new programs, consist of payments
to third parties as well as an allocation of the payroll and benefits of its
employees based on the amount of their time devoted to this activity. These
costs are expensed as incurred. Costs for new hardware are capitalized in
accordance with the Company's fixed asset policy, and any equipment retired is
written off.

The following table summarizes the Company's direct Year 2000 compliance
expenditures (actual and planned) by year:

      (In thousands)                      1997        1998        1999
                                          ----        ----        ----

      Expenses paid to third parties     $307        $464         $399
      Allocated payroll costs             457         538          251
      Capital expenditures                120         415          191

In addition to work undertaken explicitly to achieve Year 2000 compliance, the
Company has replaced or upgraded a number of systems in the ordinary course of
business where the replacement or upgrade will, in addition to its primary
benefits, also provide Year 2000 compliance. These costs are either capitalized
or expensed in accordance with generally accepted accounting principles. The
following table summarizes the Company's actual or planned expenditures on
systems improvements undertaken for reasons unrelated to the Year 2000, but also
serving to achieve Year 2000 compliance:

      (In thousands)                      1997        1998        1999
                                          ----        ----        ----

      Expenses paid to third parties      $118        $505        $774
      Allocated payroll costs               74         300         255
      Capital expenditures                 244         470         382
<PAGE>

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
                      MANAGEMENTS' DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  July 3, 1999

The costs of achieving Year 2000 compliance, and of improving the Company's
systems, are being funded through operating cash flow. With respect to embedded
logic devices used to monitor or control equipment or facilities, the Company
has completed a survey of all locations and identified 21 devices which must be
modified or replaced at an estimated aggregate cost of $0.3 million. The Company
has replaced 10 of these devices and expects to complete modification or
replacement of the remaining 11 devices by the end of the third quarter of 1999.

Although the Company believes it has taken all of the necessary steps to ensure
that the Company will be Year 2000 compliant, there can be no assurances that
the Company will be able to complete all of the modifications in the required
time frame, that all third parties will be Year 2000 compliant, or that
unforeseen Year 2000 issues will not arise. Management currently believes the
worst case scenario with any reasonable probability is that a small number of
vendors, who are not critical to the operation of the Company's business, will
be unable to supply materials for a short time after January 1, 2000, and that
minor additional systems modifications not identified during evaluation or
testing will be identified and corrected in a matter of days. The Company does
not anticipate any disruption of service to its customers.

The Company is currently preparing contingency plans for the various potential
disruptions that could occur in spite of its own efforts and representations
from its distributors and suppliers.
<PAGE>

                                    FORM 10-Q

                           PART II. OTHER INFORMATION
                     AMERICAN BILTRITE INC. AND SUBSIDIARIES
                                  July 3, 1999

Item 4.  Submission of Matters to a Vote of Security Holders:

      At the Annual Meeting of Stockholders held on May 5, 1999, the following
      action was taken:

      Four nominees were elected as Class III Directors who will hold office
      until the Annual Meeting of Stockholders in 2002 and until their
      successors are duly elected and qualify.

                                                  Witheld From
      Name                    Votes For           All Nominees
      ----                    ---------           ------------

      Mark N. Kaplan          3,180,179               4,921
      Natalie S. Marcus       3,179,949               5,151
      William M. Marcus       3,180,459               4,641
      Kenneth I. Watchmaker   3,180,159               4,941

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

      (10.1) American Biltrite Inc. Deferred Compensation Plan

      (10.2) American Biltrite Inc. 1999 Stock Option Plan for Non-Employee
             Directors

(b)   Reports on Form 8-K

      There were no reports on Form 8-K filed for the three months ended July 3,
      1999.


                                    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: August 12, 1999                 BY: /s/ Gilbert K. Gailius
                                          -----------------------------
                                          Gilbert K. Gailius
                                          Vice President-Finance