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      June 28, 1997     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
incorporation or organization)                    Identification No.)

   57 River Street       Wellesley Hills, Massachusetts        02181
----------------------------------------------------------------------
(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 August 1, 1997
-----------------------------         ----------------------------------
        Common Stock                          3,635,048 shares


<PAGE>


                                FORM 10-Q

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

<TABLE>
<CAPTION>
                                                 June 28,      December 31,
                                                   1997            1996
                                                ---------      ------------
<S>                                            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $   7,807      $  33,658
  Short-term investments                           24,600         17,500
  Accounts receivable, net                         40,889         34,849
  Inventories                                     100,299         81,058
  Prepaid expenses & other current assets           6,739          8,660
                                                ---------      ---------
        TOTAL CURRENT ASSETS                      180,334        175,725

Goodwill, net                                      23,944         24,510
Deferred income taxes                               3,068          3,068
Other assets                                       10,480          9,779
Property, plant and equipment, net                116,456        111,884
                                                ---------      ---------
                                                $ 334,282      $ 324,966
                                                =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable                                 $  17,000      $  10,250
  Accounts payable                                 23,779         27,342
  Accrued expenses                                 56,789         50,259
  Current portion of long-term debt                 1,156          1,156
                                                ---------      ---------
         TOTAL CURRENT LIABILITIES                 98,724         89,007
                                                                        
Long-term debt                                    103,584        105,565
Other liabilities                                  51,341         49,735
Non-controlling interests                          19,423         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                                56,569         56,920
  Equity adjustment from translation               (2,183)        (1,921)
  Minimum pension liability                          (877)          (877)
  Less cost of shares in treasury                 (11,768)       (11,830)
                                                ---------      ---------
                                                   61,210         61,761
                                                ---------      ---------
                                                $ 334,282      $ 324,966
                                                =========      =========
</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 OPERATIONS (Unaudited)
                                 ($000)

<TABLE>
<CAPTION>
                               Three Months Ended       Six Months Ended
                              June  28,   June  29,   June  28,   June  29,
                                1997        1996        1997        1996
                             ----------  ----------  ----------  ----------
<S>                         <C>         <C>         <C>         <C>

Net sales                    $ 101,592   $ 110,175   $ 197,105   $ 200,080
Interest and other income          936         810       1,507       2,123
                             ----------  ----------  ----------  ----------
                               102,528     110,985     198,612     202,203
                             ----------  ----------  ----------  ---------- 
                                                                            
Costs and expenses:                                                        
  Cost of products sold         70,214      74,895     137,157     140,064
  Selling, general and                                                  
   administrative expenses      26,671      25,979      52,230      50,679
  Interest                       2,255       2,585       4,774       5,234
                             ----------  ----------  ----------  ---------- 
                                99,140     103,459     194,161     195,977
                             ----------  ----------  ----------  ----------
  EARNINGS BEFORE INCOME TAXES                                              
    AND NON-CONTROLLING                                                     
    INTERESTS                    3,388       7,526       4,451       6,226
                                                                          
Provision for income taxes       1,337       3,150       1,773       2,645
Non-controlling interests       (1,167)     (2,736)     (1,747)     (2,151)
                             ----------  ----------  ----------  ----------
                                                                           
     NET EARNINGS            $     884   $   1,640   $     931   $   1,430
                             ==========  ==========  ==========  ==========

Earnings per common share    $     .24   $     .45   $     .25   $     .39
                                                                           
                                                                           
Dividends declared per                                                     
 common share                $     .10   $     .10   $     .20   $     .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
                                                 June  28,   June  29,
                                                   1997        1996
                                                ----------  ----------
<S>                                            <C>         <C>
OPERATING ACTIVITIES
 Net earnings                                   $    931    $  1,430
 Adjustments to reconcile net earnings to                            
  net cash used by operating activities:                              
    Depreciation and amortization                  7,412       6,076
    Accounts and notes receivable                 (6,321)    (13,176)
    Inventories                                  (19,782)     (7,847)
    Prepaid expenses and other current assets      1,875       2,476
    Accounts payable and accrued expenses          3,068       2,023
    Non-controlling interests                      1,747       2,151
    Other                                            741       1,071
                                                ---------   ---------
  NET CASH USED BY OPERATING ACTIVITIES          (10,329)     (5,796)
                                                                     
INVESTING ACTIVITIES                                                  
 Investment in property, plant & equipment       (11,386)     (8,411)
 Purchase of short-term investments              (28,800)    (27,500)
 Maturities of short-term investments             21,700               
 Business acquisitions                                        (1,680)
                                                ---------   ---------
  NET CASH USED BY INVESTING ACTIVITIES          (18,486)    (37,591)
                                                                       
FINANCING ACTIVITIES                                                  
 Net short-term borrowings                         6,750      19,000
 Long-term borrowings                                         15,000
 Payments on long-term debt                       (1,981)    (17,154)
 Purchase and retirement of Congoleum                                      
  Class B shares                                  (1,005)               
 Purchase of treasury shares                        (801)       (604)
 Proceeds from exercise of stock options              88          36
 Dividends paid                                     (726)       (732)
                                                ---------   ---------
  NET CASH PROVIDED BY FINANCING ACTIVITIES        2,325      15,546
                                                                       
Effect of foreign exchange                           639         669
                                                ---------   ---------
  DECREASE IN CASH AND CASH EQUIVALENTS          (25,851)    (27,172)
                                                                     
Cash and cash equivalents at beginning                                 
 of period                                        33,658      39,297
                                                ---------   ---------
  CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                       $  7,807    $ 12,125
                                                =========   =========

</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
                      June 28, 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  six
month  period ended June 28, 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 June 28, 1997 and December 31, 1996 consisted of the
following:

<TABLE>
<CAPTION>
                                   June  28,       December 31,
                                     1997              1996
                                  ----------        ----------
                                            ($000)
<S>                              <C>               <C>
      Finished goods              $  73,484         $  55,356
      Work-in-process                13,945             9,315
      Raw materials and supplies     12,870            16,387
                                  ----------        ----------
                                  $ 100,299         $  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
                         June 28, 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
                       June 28, 1997


Results of Operations
---------------------
Net  sales  for  the second quarter of 1997 were  $101.6  million
compared  to  $110.2  million for the  second  quarter  of  1996,
reflecting   a  decrease  of  $8.6  million  or  8%.    Congoleum
Corporation's  ("Congoleum") sales  performance  in  the  current
second  quarter accounts for the sales decrease.  Second  quarter
sales  at  Congoleum  were  negatively affected  by  weak  retail
demand.   Congoleum was also in the process of building inventory
in  advance of an extended renovation of a major production  line
which  limited  their ability to conduct sales promotions  during
the  second  quarter.  Sales in the second quarter at ABI's  tape
and  Canadian  operations and K&M Associates  L.P.  ("K&M")  were
slightly ahead of last year's second quarter.

Sales  for  the  first  six months of 1997  were  $197.1  million
compared  to  $200.1  million last year.   Sales  performance  at
Congoleum, as outlined above, accounts for the largest portion of
the  year-to-date  decrease.  Sales at ABI's  tape  and  Canadian
operations reflect small sales increases over last year.  At K&M,
sales  are slightly lower than last year due to slowness in first
quarter shipments to its major customers.  Plans are under way at
K&M  to  add  in  this  current third  quarter  more  than  1,700
additional stores for a major customer who is now being  serviced
by  K&M  for over 400 of its stores.  If fully implemented,  this
program   would  almost  double  the  number  of  retail   stores
participating in K&M's service program for costume  jewelry.   At
this  time, there is no contractual obligation for either K&M  or
the customer to fully implement or continue the program.

Interest and other income decreased in the current six months  by
$.6  million due to lower royalty income at K&M, foreign exchange
losses and lower other income at ABI.

Cost of products sold as a percentage of net sales in the current
quarter  increased  to  69.1% from 68.0% in  last  year's  second
quarter.  At Congoleum, a combination of lower sales, competitive
pricing  pressures and higher material costs offset the  benefits
of improvements in manufacturing efficiency.

Selling,  general and administrative expenses as a percentage  of
net  sales  in the current quarter increased to 26.3% from  23.6%
last  year and for the current six months increased to 26.5% from
25.3%  and  is  due primarily to increased investment  in  retail
displays at Congoleum and lower six months sales volume at K&M.

<PAGE>

                             FORM 10-Q

                PART I.    FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
              MANAGEMENTS' DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         June 28, 1997


Interest  expense  in  both the current quarter  and  six  months
reflects  reductions  from last year and is  due  to  Congoleum's
major    capital    expenditure   program   requiring    interest
capitalization.

Net  income  for  the  second quarter of  1997  was  $.9  million
compared  to $1.6 million last year and for the first six  months
of  1997 was $.9 million compared to $1.4 million last year.   At
ABI,  earnings reflect an improvement over last year, Congoleum's
earnings being lower than last year and K&M continuing to reflect
losses.

Liquidity and Capital Resources
-------------------------------

Cash  and  cash  equivalents, including  short-term  investments,
declined $18.8 million for the six months ended June 28, 1997  to
$32.4  million.   Working capital was $81.6  million,  down  from
$86.7  million at year end 1996.  The ratio of current assets  to
current liabilities at June 28, 1997 was 1.8 and at December  31,
1996  was 2.0.  Cash used by operations was $10.3 million in  the
first  six  months  of  1997 and supported  the  Congoleum  major
inventory build discussed earlier.

Capital expenditures in the current six months were $11.4 million
and include the extended renovation of a major production line at
Congoleum.   Depreciation  and  amortization  expense  was   $7.4
million.  It is anticipated that total year capital spending will
be approximately $24.0 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, $3.1 million of Congoleum's Common  Stock
and  $6.9 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
                       June 28, 1997




Item 4.  Submission of Matters to a Vote of Security Holders:
------------------------------------------------------------
     At the Annual Meeting of Stockholders held on May 12, 1997,
     the following actions were taken:

     Two nominees were elected as Class I Directors who will hold
     office until the Annual Meeting of Stockholders in 2000 and
     until their successors are duly elected and qualify.

                                                  Withheld From
     Name                     Votes For           All Nominees
     ----                     ---------           -------------
     Gilbert K. Gailius       3,012,434              298,253
     Richard G. Marcus        3,012,434              298,253

      Amend  and  Restate  the Company's  1993  Stock  Award  and
      Incentive Plan.

     Votes For      Votes Against     Abstain     Broker Non-Vote
     ---------      -------------     -------     ---------------
     2,987,600         318,851         4,236              0


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

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

       (10)   1993 Stock Award and Incentive Plan as Amended  and
              Restated as of March 4, 1997

       (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 June 28, 1997.

<PAGE>


                           FORM 10-Q

                  PART II.   OTHER INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
                         June 28, 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:   August 6, 1997                BY:/s/ Gilbert  K.  Gailius
                                        -------------------------
                                         Gilbert K. Gailius
                                         Vice President-Finance


<PAGE>