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   September 28, 1996   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 November 1, 1996
-----------------------               ----------------------------------- 
      Common Stock                              3,630,048 shares


<PAGE>


                                FORM 10-Q

                     PART I.   FINANCIAL INFORMATION
                 AMERICAN BILTRITE INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                                 ($000)
<TABLE>
<CAPTION>

                                                Sept. 28,     December 31,
                                                   1996           1995
                                               -----------    ------------
<S>                                            <C>            <C>
ASSETS                                                                   
CURRENT ASSETS                                                        
  Cash and cash equivalents                     $    4,391      $   39,297
  Short-term investments                            35,100              
  Accounts receivable, net                          54,072          30,708
  Inventories                                       82,733          82,853
  Prepaid expenses & other current assets            9,951          11,268
                                                 ---------      ---------- 
        TOTAL CURRENT ASSETS                       186,247         164,126
                                                                      
Goodwill, net                                       24,754          23,579
Deferred income taxes                                2,873           2,873
Other assets                                         8,193           8,614
Property, plant and equipment, net                 111,617         104,295
                                                 ---------      ----------
                                                $  333,684      $  303,487
                                                ==========      ==========
LIABILITIES AND STOCKHOLDERS' EQUITY                                         
CURRENT LIABILITIES                                                        
  Notes payable                                 $   21,250                 
  Bank checks outstanding, net                       5,401                 
  Accounts payable                                  23,768      $   29,094
  Accrued expenses                                  49,617          44,819
  Current portion of long-term debt                  1,156           3,207
                                                ----------      ----------
         TOTAL CURRENT LIABILITIES                 101,192          77,120
                                                                      
Long-term debt                                     107,815         107,712
Other liabilities                                   48,177          48,180
Non-controlling interests                           17,273          12,679
                                                                       
STOCKHOLDERS' EQUITY                                                   
  Common stock                                      19,469          19,469
  Retained earnings                                 54,175          52,096
  Equity adjustment from translation                (2,143)         (2,334)
  Minimum pension liability                           (445)           (445)
  Less cost of shares in treasury                  (11,829)        (10,990)
                                                ----------      ----------     
                                                    59,227          57,796
                                                ----------      ----------
                                                $  333,684      $  303,487
                                                ==========      ==========


See accompanying notes to consolidated condensed financial statements.
</TABLE>
<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      Nine Months Ended
                              Sept. 28,   Sept. 30,   Sept. 28,   Sept. 30,
                                1996        1995        1996        1995
                             ----------  ----------   ---------  ----------    
<S>                         <C>         <C>          <C>        <C>    

Net sales                   $  111,263   $  107,441   $  311,343  $  298,421
Interest and other income          999          604        3,122       4,046
                            ----------   ----------   ----------  ----------
                               112,262      108,045      314,465     302,467
                            ----------   ----------   ----------  ----------
                                                                     
Costs and expenses:                                                       
  Cost of products sold         75,276       77,261      214,454     208,982
  Selling, general and                                                  
   administrative expenses      26,946       23,694       78,511      68,462
  Interest                       2,757        2,707        7,991       7,652
                            ----------   ----------   ----------  ----------
                               104,979      103,662      300,956     285,096
                            ----------   ----------   ----------  ----------
  EARNINGS BEFORE INCOME TAXES                                         
    AND NON-CONTROLLING                                                
    INTERESTS                    7,283        4,383       13,509      17,371
                                                                           
Provision for income taxes       3,067        1,707        5,712       7,356
Non-controlling interests       (2,472)      (1,124)      (4,623)     (4,317)
                            ----------   ----------   ----------  ----------

     NET EARNINGS           $    1,744   $    1,552   $    3,174  $    5,698
                            ==========   ==========   ==========  ==========

Earnings per common share   $      .48   $      .41   $      .87  $     1.50


Dividends declared per
common share                $      .10   $      .10    $     .30  $      .25


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


                              FORM 10-Q

                   PART I.   FINANCIAL INFORMATION
               AMERICAN BILTRITE INC. AND SUBSIDIARIES
     CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
                                ($000)
<TABLE>
<CAPTION>
                                                  Nine Months Ended
                                                 Sept. 28,    Sept. 30,
                                                   1996         1995
                                                ----------   ----------
<S>                                            <C>          <C>  
OPERATING ACTIVITIES
 Net earnings                                   $    3,174   $    5,698
 Adjustments to reconcile net earnings to                             
  net cash used by operating activities:                               
    Depreciation and amortization                    9,655        8,840
    Accounts and notes receivable                  (23,493)      (9,499)
    Inventories                                       (104)      (9,127)
    Prepaid expenses and other current assets        1,289         (593)
    Accounts payable                                (5,306)      (4,435)
    Accrued expenses                                 4,815       (5,930)
    Non-controlling interests                        4,594        4,317
    Other                                               19        1,465
                                                ----------   ----------
  NET CASH USED BY OPERATING ACTIVITIES             (5,357)      (9,264)
                                                                        
INVESTING ACTIVITIES                                                        
 Investment in property, plant & equipment         (15,813)      (8,316)
 Purchase of short-term investments                (35,100)     (28,755)
 Maturities of short-term investments                            52,550
 Business acquisitions                              (1,680)      (5,274)
                                                ----------   ---------- 
  NET CASH PROVIDED (USED) BY INVESTING                                     
   ACTIVITIES                                      (52,593)      10,205
                                                                         
FINANCING ACTIVITIES                                                    
 Net short-term borrowings                          21,250       21,000
 Long-term borrowings                               15,000               
 Payment on long-term debt                         (17,207)      (2,086)
 Bank checks outstanding, net                        5,401               
 Payment of Congoleum equity offering costs                        (911)
 Net proceeds from Congoleum equity offering                     56,219
 Purchase of Congoleum Class B shares                           (60,450)
 Repayments of loans from affiliates                             (5,792)
 K&M capital transactions                                        (3,821)
 Purchase of treasury shares                          (878)        (882)
 Dividends paid                                     (1,095)        (909)
                                                ----------   ----------
  NET CASH PROVIDED BY FINANCING ACTIVITIES         22,471        2,368
                                                                            
Effect of foreign exchange                             573         (391)
                                                ----------   ----------  
  INCREASE (DECREASE) IN CASH                      (34,906)       2,918
                                                                       
Cash at beginning of period                         39,297       19,701
                                                ----------   ----------
  CASH AND CASH EQUIVALENTS AT END OF PERIOD    $    4,391   $   22,619
                                                ==========   ========== 


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


                            FORM 10-Q

                PART I.   FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                    September 28, 1996



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  nine
month  period  ended  September  28,  1996  are  not  necessarily
indicative  of  the  results that may be expected  for  the  year
ending December 31, 1996.  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, 1995.


Note B - Inventories
--------------------
Inventory  at September 28, 1996 and December 31, 1995  consisted
of the following:
<TABLE>
<CAPTION>
                                 September 28,    December 31,
                                     1996             1995
                                 ------------     ----------- 
                                            ($000)
<S>                             <C>              <C>
 Finished goods                  $  55,234        $  54,629
 Work-in-process                    12,611           11,984
 Raw materials and supplies         14,888           16,240
                                 ---------        ---------
                                 $  82,733        $  82,853
                                 =========        =========
</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.

See Item 1. - Legal Proceedings

<PAGE>


                            FORM 10-Q

                 PART I.   FINANCIAL INFORMATION
             AMERICAN BILTRITE INC. AND SUBSIDIARIES
              MANAGEMENTS' DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                     September 28, 1996



Results of Operations
---------------------
Net sales for the 1996 third quarter were $111.3 million compared
to $107.4 million last year.  Congoleum Corporation ("Congoleum")
sales  in the third quarter account for the major portion of  the
increase  between years and was primarily due  to  sales  to  new
customers.   Shipments to the manufactured  housing  segment  and
sales  of  residential  sheet  goods  also  contributed  to   the
increase.  ABI's Tape and Canadian operations also reflect  small
increases  in  sales  over  last year with  K&M  Associates  L.P.
("K&M") reflecting a small sales loss from last year due  to  the
continuation of a weak retail environment.

Year-to-date  net  sales were $311.3 million compared  to  $298.4
million  last year.  ABI's Tape and Canadian operations  continue
to  reflect  year-to-year  increases in  sales  due  to  improved
domestic economies.  Congoleum's strong second and third  quarter
sales  performance  overcame the poor sales  performance  in  the
current first quarter and is currently ahead of last year's  nine
month  sales pace.  K&M's sales for the current nine  months  are
ahead  of last year as K&M operations were not included  in  last
year's  first  quarter  in that ABI did not  acquire  a  majority
position in K&M until April 1, 1995.

Interest  and  other  income increased by  $0.4  million  in  the
current  quarter due to receipt of royalty income  at  Congoleum.
In  the  current nine month period, interest and other income  is
$0.9 million lower than last year due to lower royalty income  at
Congoleum, lower incentive payments from Hillside Industries  and
receipt   in  1995  of  one-time  insurance  claim  and   reserve
adjustments.

Cost  of products sold as a percentage of sales decreased in  the
current  quarter to 67.7% from 71.9% last year and in the current
nine  months  decreased  to 68.9% from  70.0%  last  year.   This
improvement  was  generated entirely  at  Congoleum  where  gross
profit  margins  improved  as  a result  of  the  sales  increase
discussed  earlier,  improved manufacturing efficiency  and  more
moderate raw material costs.

Selling,  general and administrative expenses as a percentage  of
sales  in the current quarter increased to 24.2% from 22.1%  last
year  and  for  the current nine months increased to  25.2%  from
22.9%  last year.   The major reasons for the increase  for  both
periods

<PAGE>
      

                            FORM 10-Q

                PART I.    FINANCIAL INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
              MANAGEMENTS' DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                       September 28, 1996


continues to be increased expenses at both ABI and Congoleum  for
new   and   existing  product  promotions,  increased  marketing,
expanded distribution and new product development.

Net  income  for  the  current third quarter  was  $1.7  million,
compared to $1.6 million for last year's third quarter and result
from a major improvement in earnings at Congoleum being partially
offset  by  lower  earnings at ABI and a loss at  K&M.   For  the
current nine months, net income was $3.2 million compared to $5.7
million last year.  Lower nine month earnings at ABI and  a  nine
month loss at K&M account for this year-to-year difference.

Liquidity and Capital Resources
-------------------------------
Cash  and  cash equivalents, including short-term investments  at
September 28, 1996, were $39.5 million compared to $39.3  million
at  December  31, 1995.  Working capital was $85.1 million,  down
slightly  from $87.0 million at December 31, 1995.  The ratio  of
current  assets to current liabilities at September 28, 1996  was
1.8  to  1 and was 2.1 to 1 at December 31, 1995.  Cash  used  by
operations was $5.4 million for the first nine months of 1996 and
consists mainly of increases in accounts receivable due to  third
quarter increased sales volume.

Capital  expenditures  in  the current  nine  months  were  $15.8
million  and  depreciation  and  amortization  expense  was  $9.7
million.  It is anticipated that total year 1996 capital spending
will be in the range of $22 to $23 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, $5.0 million of Congoleum's Common  Stock
and $10.0 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  $30.0
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
                       September 28, 1996



Item 1.   Legal Proceedings
---------------------------
As the Company reported in its Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, the Company has been named a
Potentially Responsible Party ("PRP") within the meaning  of  the
federal  Comprehensive  Environmental Response  Compensation  and
Liability  Act,  as amended, as to three sites in three  separate
states.   The  Company,  together with 19  other  PRPs,  recently
signed  a  consent  decree  and site remediation  agreement  with
respect  to remediation at one of these sites, the ILCO Superfund
site  located in Leeds, Alabama (the "ILCO Site").  An action  is
expected  to be commenced for approval of the consent  decree  by
the  United States against the settling PRPs in the United States
District  Court  for  the  Northern  District  of  Alabama.   The
currently estimated aggregate future cost of remediation  at  the
ILCO Site is $37 million.  Although the Company has agreed to  an
interim  cost allocation under the site remediation agreement  of
$1.5  million,  based  on  current estimates  and  analyses,  the
Company's  final share of the aggregate remediation costs  (which
will   depend  upon  a  number  of  factors,  including   without
limitation the significant number of "orphan shares" at the  ILCO
Site)  could be as high as $3 million, payable over a  period  of
four to seven years.  Under an agreement between the Company  and
The  Biltrite Corporation ("TBC"), TBC is liable for 37.5% of the
remediation  costs incurred by the Company with  respect  to  the
ILCO  Site.   Moreover, the Company believes that it may  have  a
claim for an indeterminable amount against a third party who  may
have  arranged  for the shipment of alleged hazardous  substances
generated  by  the  Company to the ILCO Site.  In  addition,  the
Company and the other settling PRPs have claims against PRPs  who
used the ILCO  Site and have not settled.  Provisions  previously
recorded by the company for environmental  matters are sufficient
to absorb the company's expected loss in this matter.

<PAGE>


                          FORM 10-Q

                  PART II.   OTHER INFORMATION
            AMERICAN BILTRITE INC. AND SUBSIDIARIES
                    September  28, 1996


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 nine months
      ended September 28, 1996.



                           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: November 6, 1996                 BY: /S/ Gilbert K. Gailius
                                          -----------------------
                                           Gilbert K. Gailius 
                                           Vice President-Finance

<PAGE>