SECURITIES AND EXCHANGE COMMISSION
  Washington, DC 20549
  __________________________

FORM 10-Q



|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|--- | -------------------------------------------------------
|    | SECURITIES EXCHANGE ACT OF 1934                        

For the quarterly period ended June 30, 1999

or

|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|---- | --------------------------------------------------------
|     | SECURITIES EXCHANGE ACT OF 1934                         

For the transition period from ________ to _________

Commission File Number 1-13612

CONGOLEUM CORPORATION
  (Exact name of Registrant as specified in Its Charter)

|DELAWARE                                                               | 02-0398678                       
|---------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of
        incorporation or organization) | (IRS Employer Identification No.)

3705 Quakerbridge Road
  P.O. Box 3127
  Mercerville, NJ 08619-0127
  (Address of Principal Executive Offices, including Zip Code)

Telephone number: (609) 584-3000
  (Registrant's telephone number, including area code)

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.





|Class                |  | Outstanding at July 29, 1999
|-------------------- |  | ----------------------------
|                     |  |                             
|Class A Common Stock |  | 4,129,090                   
|Class B Common Stock |  | 4,608,945                   





Page 1 of 17

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CONGOLEUM CORPORATION

Index

|              |                                                                                               |                                                                                                                                                       | Page
|------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I.       | FINANCIAL INFORMATION                                                                         |                                                                                                                                                      
|              |                                                                                               |                                                                                                                                                       |     
|Item 1.       | Financial Statements:                                                                         |                                                                                                                                                      
|              |                                                                                               |                                                                                                                                                       |     
|              |                                                                                               | Balance Sheets as of June
        30, 1999 (unaudited) and December 31, 1998                                                                          | 3   
|              |                                                                                               |                                                                                                                                                       |     
|              |                                                                                               | Statements of Operations for
        the three and six months ended June 30, 1999 and 1998 (unaudited)                                                | 4   
|              |                                                                                               |                                                                                                                                                       |     
|              |                                                                                               | Statements of Changes in Stockholders'
        Equity for the year ended December 31, 1998 and the six months ended June
        30, 1999 (unaudited) | 5   
|              |                                                                                               |                                                                                                                                                       |     
|              |                                                                                               | Statements of Cash Flows for
        the six months ended June 30, 1999 and 1998 (unaudited)                                                          | 6   
|              |                                                                                               |                                                                                                                                                       |     
|              |                                                                                               | Notes to Unaudited Condensed
        Financial Statements                                                                                             | 7   
|              |                                                                                               |                                                                                                                                                       |     
|Item 2.       | Management's Discussion and
        Analysis of Financial Condition and Results of Operations | 9                                                                                                                                                    
|              |                                                                                               |                                                                                                                                                       |     
|Item 3.       | Quantitative and Qualitative
        Disclosures About Market Risk                            | 12                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|PART II.      | OTHER INFORMATION                                                                             |                                                                                                                                                      
|              |                                                                                               |                                                                                                                                                       |     
|Item 1.       | Legal Proceedings                                                                             | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Item 2.       | Changes in Securities and
        Use of Proceeds                                             | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Item 3.       | Defaults Upon Senior Securities                                                               | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Item 4.       | Submission of Matters to a
        Vote of Security Holders                                   | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Item 5.       | Other Information                                                                             | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Item 6.       | Exhibits and Reports on Form
        8-K                                                      | 13                                                                                                                                                   
|              |                                                                                               |                                                                                                                                                       |     
|Signatures    | 14                                                                                           
|              |                                                                                               |                                                                                                                                                       |     
|Exhibit Index | 15                                                                                           



---





PART I. FINANCIAL INFORMATION
  Item 1.	Financial Statements

CONGOLEUM CORPORATION
  BALANCE SHEETS

|                                                                           |                                                                                                                                                                       |                                            |         |         |                        |              |         
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ------- | ---------------------- | ------------ | --------
|                                                                           |                                                                                                                                                                       |                                            |         |         | June 30,               | December 31,
|                                                                           |                                                                                                                                                                       |                                            |         |         | 1999                   |              | 1998    
|                                                                           |                                                                                                                                                                       |                                            |         |         | (Unaudited)            |              |         
|                                                                           |                                                                                                                                                                       |                                            |         |         |                        |              |         
|                                                                           |                                                                                                                                                                       |                                            |         |         | (Dollars in thousands)
|ASSETS                                                                     |                                                                                                                                                                       |                                            |         |         |                       
|Current assets:                                                            |                                                                                                                                                                       |                                            |         |         |                       
|                                                                           | Cash and cash equivalents                                                                                                                                             |                                            |         | $36,862 |                        | $50,344     
|                                                                           | Accounts and notes receivable, net                                                                                                                                    |                                            |         | 23,932  |                        | 15,880      
|                                                                           | Inventories                                                                                                                                                           |                                            |         | 62,141  |                        | 45,192      
|                                                                           | Prepaid expenses and other current assets                                                                                                                             |                                            |         | 3,605   |                        | 3,022       
|                                                                           | Deferred income taxes                                                                                                                                                 |                                            |         | 3,003   |                        | 3,046       
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total current assets                       |         |         | 129,543                |              | 117,484 
|Property, plant and equipment, net                                         |                                                                                                                                                                       |                                            | 90,154  |         | 87,954                
|Goodwill, net                                                              |                                                                                                                                                                       |                                            | 11,603  |         | 11,819                
|Deferred income taxes                                                      |                                                                                                                                                                       |                                            | 1,529   |         | 1,863                 
|Other noncurrent assets                                                    |                                                                                                                                                                       |                                            | 12,735  |         | 12,745                
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total assets                               |         |         | $245,564               |              | $231,865
|                                                                           |                                                                                                                                                                       |                                            |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                       |                                                                                                                                                                       |                                            |         |         |                       
|Current liabilities:                                                       |                                                                                                                                                                       |                                            |         |         |                       
|                                                                           | Accounts payable                                                                                                                                                      |                                            |         | 19,286  |                        | 14,399      
|                                                                           | Accrued expenses                                                                                                                                                      |                                            |         | 39,393  |                        | 31,209      
|                                                                           | Accrued income taxes                                                                                                                                                  |                                            |         | 705     |                        | 317         
|Deferred income taxes                                                      |                                                                                                                                                                       |                                            | 3,682   |         | 3,058                 
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total current liabilities                  |         |         | 63,066                 |              | 48,983  
|Long-term debt                                                             |                                                                                                                                                                       |                                            | 99,550  |         | 99,526                
|Other liabilities                                                          |                                                                                                                                                                       |                                            | 23,385  |         | 23,501                
|Noncurrent pension liability                                               |                                                                                                                                                                       |                                            | 11,853  |         | 12,130                
|Accrued postretirement benefit obligation                                  |                                                                                                                                                                       |                                            | 9,920   |         | 9,872                 
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total liabilities                          |         |         | 207,774                |              | 194,012 
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       |                                            |         |         |                        |              |         
|STOCKHOLDERS' EQUITY                                                       |                                                                                                                                                                       |                                            |         |         |                       
|Class A common stock, par value $0.01 per
        share; 20,000,000 shares |                                                                                                                                                                       |                                            |         |         |                       
|                                                                           | authorized; 4,736,950 and 4,658,000 shares
        issued; 4,134,190 and 4,258,610 shares outstanding as of June 30, 1999
        and December 31, 1998, respectively |                                            |         | 47      |                        | 47          
|Class B common stock, par value $0.01 per
        share; 4,608,945 and     |                                                                                                                                                                       |                                            |         |        
|                                                                           | 4,755,000 shares authorized, issued and
        outstanding as of June 30, 1999 and December 31, 1998, respectively                                                   |                                            |         | 46      |                        | 47          
|Additional paid-in capital                                                 |                                                                                                                                                                       |                                            | 49,105  |         | 49,574                
|Retained deficit                                                           |                                                                                                                                                                       |                                            | (3,453) |         | (5,380)               
|Minimum pension liability adjustment                                       |                                                                                                                                                                       |                                            | (2,302) |         | (2,302)               
|Common stock held in Treasury, at cost;
        602,760 and 399,390 shares |                                                                                                                                                                       |                                            |         |         |                       
|                                                                           | at June 30, 1999 and December 31, 1998,
        respectively                                                                                                          |                                            |         | (5,653) |                        | (4,133)     
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total stockholders' equity                 |         |         | 37,790                 |              | 37,853  
|                                                                           |                                                                                                                                                                       |                                            |        
|                                                                           |                                                                                                                                                                       | Total liabilities and stockholders' equity |         |         | $245,564               |              | $231,865
|                                                                           |                                                                                                                                                                       |                                            |        

The accompanying notes are an integral part
  of the condensed financial statements.

---



CONGOLEUM CORPORATION
  STATEMENTS OF OPERATIONS
  (Unaudited)

|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |         |       |         |         |      
|-------------------------------------------- | -------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------ | ------- | ----------------------------------- | ------ | ------- | --------------------------------- | ------- | ------- | ----- | ------- | ------- | -----
|                                             |                            |                                                                                 |                                                  |         | Three Months Ended
        June 30, |        |         | Six Months Ended
        June 30,
|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                  
|                                             |                            |                                                                                 |                                                  |         | 1999                                |        |         | 1998                              |         |         | 1999  |         |         | 1998 
|                                             |                            |                                                                                 | (In thousands, except
        per share amounts) |         |                                     |        |         |                                   |        
|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |        
|Net sales                                    |                            | $                                                                               | 64,306                                           |         | $                                   | 69,750 |         | $                                 | 129,693 |         | $     | 133,625
|Cost of sales                                |                            |                                                                                 | 45,618                                           |         |                                     | 48,749 |         |                                   | 92,812  |         |       | 95,267 
|Selling, general and administrative expenses |                            |                                                                                 | 16,084                                           |         |                                     | 15,943 |         |                                   | 31,711  |         |       | 31,167 
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        
|                                             |                            | Income from operations                                                          |                                                  |         | 2,604                               |        |         | 5,058                             |         |         | 5,170 |         |         | 7,191
|Other income (expense):                      |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |         |       |        
|                                             | Interest income            |                                                                                 |                                                  | 460     |                                     |        | 282     |                                   |         | 948     |       |         | 460    
|                                             | Interest expense           |                                                                                 |                                                  | (2,033) |                                     |        | (1,671) |                                   |         | (4,129) |       |         | (3,346)
|                                             | Other income               |                                                                                 |                                                  | 919     |                                     |        | 573     |                                   |         | 1,164   |       |         | 668    
|                                             | Other expense              |                                                                                 |                                                  | (36)    |                                     |        | (76)    |                                   |         | (56)    |       |         | (135)  
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        
|                                             |                            | Income before income taxes                                                      |                                                  |         | 1,914                               |        |         | 4,166                             |         |         | 3,097 |         |         | 4,838
|                                             | Provision for income taxes |                                                                                 |                                                  | 724     |                                     |        | 1,521   |                                   |         | 1,170   |       |         | 1,766  
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        
|                                             |                            | Net income                                                                      |                                                  | $       | 1,190                               |        | $       | 2,645                             |         | $       | 1,927 |         | $       | 3,072
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        
|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |         |       |         |         |      
|                                             |                            | Net income per common share, basic &
        diluted                            |                                                  | $       | 0.14                                |        | $       | 0.29                              |         | $       | 0.22  |         | $       | 0.34 
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        
|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |         |       |         |         |      
|                                             |                            |                                                                                 |                                                  |         |                                     |        |         |                                   |         |         |       |         |         |      
|                                             |                            | Weighted average
      number of common and equivalent shares
      outstanding |                                                  |         | 8,761                               |        |         | 9,038                             |         |         | 8,870 |         |         | 9,038
|                                             |                            |                                                                                 |                                                  |         |                                     |        |        

The accompanying notes are an integral part
  of the condensed financial statements.

---

CONGOLEUM CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)

|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|-------------------------- | ---------------------- | --------------------------- | --- | ---------------------------------- | ------- | --------------- | --------- | ----------------------------------------------------------- |  | ------------- | ------- |  | -------- | ------------------- | ------- | ------- |  | ------ | -------- | 
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |       
|                           |                        | Common Stockpar value $0.01 |     | Additional
        Paid-in Capital |         | RetainedDeficit |           | Accumulated
      Other
      Comprehensive LossAdjustment* |  | TreasuryStock |         |  |          | ComprehensiveIncome
|                           |                        | Class A                     |     | Class B                            |         |                 |           |                                                             |  | Total         |        
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Balance, December 31, 1997 | $47                    |                             | $47 |                                    | $49,574 |                 | ($12,820) |                                                             |  | ($1,122)      |         |  | ($3,943) |                     | $31,783 |         |  |        |         
|Purchase of treasury stock |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  | (190)    |                     | (190)   |         |  |        |         
|Minimum pension liability  |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |         
|                           | Adjustment, net of tax |                             |     |                                    |         |                 |           |                                                             |  |               | (1,180) |  |          |                     |         | (1,180) |  |        | ($1,180) | 
|Net income                 |                        |                             |     |                                    |         |                 | 7,440     |                                                             |  |               |         |  |          |                     | 7,440   |         |  | $7,440 |         
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Net comprehensive income   |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  | $6,260 |         
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Balance, December 31, 1998 | 47                     |                             | 47  |                                    | 49,574  |                 | (5,380)   |                                                             |  | (2,302)       |         |  | (4,133)  |                     | 37,853  |         |  |        |         
|Purchase of treasury stock |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  | (1,520)  |                     | (1,520) |         |  |        |         
|Purchase and retirement of |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |         
|                           | Class B Common Stock   |                             |     | (1)                                |         | (469)           |           |                                                             |  |               |         |  |          |                     |         | (470)   |  |        |          | 
|Net income                 |                        |                             |     |                                    |         |                 | 1,927     |                                                             |  |               |         |  |          |                     | 1,927   |         |  | $1,927 |         
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Net comprehensive income   |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  | $1,927 |         
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Balance, June 30, 1999     | $47                    |                             | $46 |                                    | $49,105 |                 | ($3,453)  |                                                             |  | ($2,302)      |         |  | ($5,653) |                     | $37,790 |         |  |        |         
|                           |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 

*Entire amount relates to minimum pension liability adjustment.
The accompanying notes are an integral part
  of the condensed financial statements.

---

CONGOLEUM CORPORATION
  STATEMENTS OF CASH FLOWS
  (Unaudited)

|                                                             |                                                                         |                                                                 |                                           |                                                  |          |                                   |          |        
|------------------------------------------------------------ | ----------------------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------ | -------- | --------------------------------- | -------- | -------
|                                                             |                                                                         |                                                                 |                                           |                                                  |          | Six Months Ended
        June 30,
|                                                             |                                                                         |                                                                 |                                           |                                                  |          |                                  
|                                                             |                                                                         |                                                                 |                                           |                                                  |          | 1999                              |          | 1998   
|                                                             |                                                                         |                                                                 |                                           |                                                  |          | (In thousands)                   
|Cash flows from operating activities:                        |                                                                         |                                                                 |                                           |                                                 
|                                                             | Net income                                                              |                                                                 |                                           | $1,927                                           |          | $3,072                           
|                                                             | Adjustments to reconcile net income to net
        cash provided/(used) |                                                                 |                                           |                                                  |         
|                                                             | by operating activities:                                                |                                                                 |                                           |                                                  |         
|                                                             |                                                                         | Depreciation                                                    |                                           | 5,089                                            |          | 4,865                            
|                                                             |                                                                         | Amortization and write-off of deferred refinancing
        fees |                                           | 409                                              |          | 474                              
|                                                             |                                                                         | Provision for bad debt                                          |                                           | 87                                               |          | --                               
|                                                             |                                                                         | Changes in certain assets and liabilities:                      |                                           |                                                  |          |                                  
|                                                             |                                                                         |                                                                 | Accounts and notes receivable             |                                                  | (8,139)  |                                   | (11,432)
|                                                             |                                                                         |                                                                 | Inventories                               |                                                  | (16,949) |                                   | (4,907) 
|                                                             |                                                                         |                                                                 | Prepaid expenses and other current assets |                                                  | (738)    |                                   | 1,864   
|                                                             |                                                                         |                                                                 | Accounts payable                          |                                                  | 4,887    |                                   | 3,815   
|                                                             |                                                                         |                                                                 | Accrued expenses                          |                                                  | 8,572    |                                   | 10,884  
|                                                             |                                                                         |                                                                 | Other liabilities                         |                                                  | 652      |                                   | (596)   
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             |                                                                         |                                                                 |                                           | Net cash provided/(used) by operating activities |          | (4,203)                           |          | 8,039  
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             | Cash flows from investing activities:                                   |                                                                 |                                           |                                                  |         
|                                                             |                                                                         | Capital expenditures                                            |                                           | (7,289)                                          |          | (3,773)                          
|                                                             |                                                                         | Purchase of short-term investments                              |                                           | (4,301)                                          |          | (11,700)                         
|                                                             |                                                                         | Maturities of short-term investments                            |                                           | 4,301                                            |          | 9,500                            
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             |                                                                         |                                                                 |                                           | Net cash used by investing activities            |          | (7,289)                           |          | (5,973)
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             | Cash flows from financing activities:                                   |                                                                 |                                           |                                                  |         
|                                                             |                                                                         | Purchase and retirement of Class B stock                        |                                           | (470)                                            |          | --                               
|                                                             |                                                                         | Purchase of treasury stock                                      |                                           | (1,520)                                          |          | --                               
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             |                                                                         |                                                                 |                                           | Net cash used by financing activities            |          | (1,990)                           |          | --     
|                                                             |                                                                         |                                                                 |                                           |                                                 
|Net increase/(decrease) in cash and cash
        equivalents |                                                                         | (13,482)                                                        |                                           | 2,066                                           
|Cash and cash equivalents:                                   |                                                                         |                                                                 |                                           |                                                 
|                                                             | Beginning of period                                                     |                                                                 | 50,344                                    |                                                  | 11,069  
|                                                             |                                                                         |                                                                 |                                           |                                                 
|                                                             | End of period                                                           |                                                                 | $36,862                                   |                                                  | $13,135 
|                                                             |                                                                         |                                                                 |                                           |                                                 



The accompanying notes are an integral part
  of the condensed financial statements.

---



CONGOLEUM CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1.	Basis of Presentation

The condensed financial statements have been prepared in
  accordance with generally accepted accounting principles for interim financial
  information and with Rule 10-01 of Regulation S-X and have not been audited
  by the Company's independent accountants. Certain information and note disclosures
  normally included in annual financial statements prepared in accordance with
  generally accepted accounting principles for complete financial statements have
  been condensed or omitted in accordance with the rules and regulations of the
  Securities and Exchange Commission. The preparation of condensed financial statements
  requires management to make estimates and assumptions that affect the reported
  amounts of assets and liabilities and disclosure of contingent assets and liabilities
  and the reported amounts of revenues and expenses during the reporting period.
  In the opinion of management, all adjustments (consisting of normal and recurring
  adjustments) considered necessary for a fair presentation of the Company's financial
  position have been included. The results of operations for the three and six
  months ended June 30, 1999 are not necessarily indicative of the results to
  be expected for a full year. These condensed financial statements should be
  read in conjunction with the Company's audited financial statements which appear
  in the Company's Annual Report to Stockholders for the period ended December
  31, 1998.

2.	Inventories

A summary of the major classifications of inventories is as follows:

|                           |  |                       |  |                           |        
|-------------------------- |  | --------------------- |  | ------------------------- | -------
|                           |  | June 30,
        1999 |  | December 31,
        1998
|                           |  |                       |  |                          
|Finished goods             |  | $51,308               |  |                           | $36,018
|Work-in-process            |  | 4,381                 |  |                           | 3,106  
|Raw materials and supplies |  | 6,452                 |  |                           | 6,068  
|                           |  |                       |  |                           |        
|                           |  | $62,141               |  |                           | $45,192
|                           |  |                       |  |                           |        

If the FIFO (first-in, first-out) method of inventory accounting
  (which approximates current cost) had been used, inventories would have been
  approximately $1,544 and $1,251 lower than reported at June 30, 1999 and December
  31, 1998, respectively.



3.	Income Per Share

Income per share is calculated by dividing net income by
  the weighted average number of shares of common stock outstanding. Due to the
  immaterial effect of common stock equivalents, there is no difference between
  basic and fully diluted net income per common share for the three and six month
  periods ending June 30, 1999 and 1998.

4.	Commitments and Contingencies

The Company is subject to federal, state and local environmental
  laws and regulations and certain legal and administrative claims are pending
  or have been asserted against the Company. Among these claims, the Company is
  a named party in several actions associated with waste disposal sites, asbestos-related
  claims and general liability claims. These actions include possible obligations
  to remove or mitigate the effects on the environment of wastes deposited at
  various sites, including Superfund sites and certain of the Company's owned
  and previously owned facilities. The contingencies also include claims for personal
  injury and/or property damage. The exact amount of such future costs and timing
  of payments are indeterminable due to such unknown factors as the magnitude
  of clean-up costs, the timing and extent of the remedial actions that may be
  required, the determination of the Company's liability in proportion to other
  potentially responsible parties and the extent to which costs may be recoverable
  from insurance.

The Company records a liability for environmental remediation,
  asbestos-related claim costs and general liability claims when a clean-up program
  or claim payment becomes probable and the costs can be reasonably estimated.
  As assessments and clean-ups progress, these liabilities are adjusted based
  upon progress in determining the timing and extent of remedial actions and the
  related costs and damages. The extent and amounts of the liabilities can change
  substantially due to factors such as the nature or extent of contamination,
  changes in remedial requirements and technological improvements. The recorded
  liabilities are not discounted for delays in future payments and are not reduced
  by the amount of estimated insurance recoveries. Such estimated insurance recoveries
  are considered probable of recovery.

Although the outcome of these matters could result in significant
  expenses or judgments, management does not believe based on present facts and
  circumstances that their disposition will have a material adverse effect on
  the financial position of the Company.



Item 2. 	Management's Discussion and Analysis of Financial
  Condition and Results of Operations

Results of Operations

Three and six months ended June 30, 1999 as compared to three
  and six months ended June 30, 1998.

Net sales for the second quarter of 1999 were $64.3 million
  as compared to $69.7 million in the second quarter of 1998, a decrease of $5.4
  million or 7.8%. Year-to-date net sales for the first six months of 1999 were
  $129.7 million, a decrease of $3.9 million or 2.9% from the first six months
  of 1998. The decrease in sales in the second quarter and first half of 1999
  from the comparable periods in 1998 is due to both lower selling prices and
  lower unit volume. Competitive pressures have necessitated reductions in pricing
  of certain products which have reduced overall average selling prices 3.0% to
  3.5% in 1999 from 1998. Unit volume has declined primarily due to a reduction
  in the number of retail buying group stores selling the Company's products.

Gross profit for the second quarter of 1999 was $18.7 million,
  down $2.3 million from $21.0 million in the second quarter of 1998. Gross profit
  as a percent of net sales declined to 29.1% in the second quarter of 1999 from
  30.1% in the second quarter of 1998. Gross profit for the first six months of
  1999 was $36.9 million (28.4% of net sales) as compared to $38.4 million (28.7%
  of net sales) in the first half of 1998. The decline in gross profit was due
  to lower sales, while the decline in gross profit as a percent of sales was
  due to the lower selling prices, partly offset by lower raw material costs and
  improved manufacturing productivity.

Selling, general and administrative expenses were $16.1
  million in the second quarter of 1999, up 0.9% from the second quarter of 1998.
  As a percent of net sales, selling, general and administrative expenses were
  25.0% in the second quarter of 1999 as compared to 22.9% in the second quarter
  of 1998. For the six months ended June 30, 1999, selling, general and administrative
  expenses were 24.5% of net sales, as compared to 23.3% in the same period one
  year earlier. Selling, general and administrative costs in the second quarter
  and first half of 1999 include costs associated with launching a new wood laminate
  product line. These costs offset declines in other sales related costs.

Income from operations for the second quarter of 1999 was
  $2.6 million (4.0% of net sales) as compared to $5.1 million (7.3% of net sales)
  in the second quarter of 1998. Operating income for the first six months of
  1999 was $5.2 million (4.0% of net sales), down from $7.2 million (5.4% of net
  sales) in the first half of 1998. Operating income and margins declined primarily
  due to the lower sales.

Interest income for the three and six month periods ending
  June 30, 1999 increased from year earlier levels as a result of higher average
  levels of invested cash. Interest expense for the three and six month periods
  ended June 30, 1999 increased from year earlier levels due to higher levels
  of long-term debt slightly offset by a lower interest rate. Other income for
  the three and six month periods ending June 30, 1999 increased from year earlier
  levels due to additional revenue from licensing and sundry income.

Net income for the second quarter of 1999 was $1.2 million,
  compared with $2.6 million for the same period last year, reflecting the lower
  sales and operating income. Year-to-date net income through June 30, 1999 was
  $1.9 million as compared with $3.1 million in the first six months of 1998.

Liquidity and Capital Resources

Cash and cash equivalents declined $13.5 million for the
  six months ended June 30, 1999 to $36.9 million. Working capital at June 30,
  1999 was $66.5 million, down slightly from $68.5 million at December 31, 1998.
  The ratio of current assets to current liabilities at June 30, 1999 was 2.1
  compared to 2.4 at December 31, 1998. The ratio of debt to total capital at
  June 30, 1999 was .41 compared to .43 at December 31, 1998. Cash used by operations
  was $4.2 million for the first six months of 1999, compared to cash provided
  by operations of $8.0 million in the first six months of 1998. The increase
  in cash used by operations in the first half of 1999 over the first half of
  1998 was due to purchases of inventory for the introduction of the wood laminate
  product line and increases in sheet products inventory resulting from larger,
  more economical production runs.

Capital expenditures were $7.3 million for the first six
  months of 1999 and are expected to increase during the balance of the year.
  Total 1999 capital spending is projected to be approximately $18.0 to $20.0
  million.

The Company has recorded what it believes are adequate
  provisions for environmental remediation and product-related liabilities, including
  provisions for testing for potential remediation of conditions at its own facilities.
  While the Company believes its estimate of the future amount of these liabilities
  is reasonable, that such amounts will not have a material adverse effect on
  the financial position of the Company and that they will be paid over a period
  of five to ten years, the timing and amount of such payments may differ significantly
  from the Company's assumptions. Although the effect of future government regulation
  could have a significant effect on the Company's costs, the Company is not aware
  of any pending legislation which could have a material adverse effect on its
  results of operations or financial position. There can be no assurances that
  such costs could be passed along to its customers.

In 1998, the Company's Board of Directors approved a new plan to repurchase
  up to $5.0 million of the Company's common stock. As of June 30, 1999, the Company
  had repurchased 270,475 shares of its common stock for an aggregate cost of
  $2.2 million pursuant to this plan. Expenditures on share repurchases in the
  first half of 1999 totaled $2.0 million.

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 as 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.

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 97% of the systems identified
  as requiring modification. The remaining systems, none of which are critical
  to the Company's operations, are scheduled for modification during the third
  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 |  | $52  |  | $330 |  | $127
|Allocated payroll costs        |  | 174  |  | 386  |  | 59  
|Capital expenditures           |  | 5    |  | 206  |  | --  

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 has, in addition to its primary
  benefits, also provided Year 2000 compliance. The nature of these costs, and
  their accounting treatment, is the same as described above. 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 |  | $13  |  | $76  |  | $113
|Allocated payroll costs        |  | 48   |  | 37   |  | --  
|Capital expenditures           |  | 92   |  | 144  |  | 126 

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
  completed a survey of all locations and identified 12 devices needing modification
  or replacement at an aggregate cost of $0.2 million. The Company has replaced
  9 of these devices and plans to replace the remaining 3 during the routine plant
  shutdown in 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.

The Company's principal sources of liquidity are net cash
  provided by operating activities and borrowings under its Amended and Restated
  Financing Agreement. The Company believes that these sources will be adequate
  to fund working capital requirements, debt service payments, stock and note
  repurchases and planned capital expenditures through the foreseeable future.

Some of the information presented in or incorporated by
  reference in this report constitutes "forward-looking statements"
  within the meaning of the Private Securities Litigation Reform Act of 1995.
  Although the Company believes that its expectations are based on reasonable
  assumptions, within the bounds of its knowledge of its business and operations,
  there can be no assurance that actual results will not differ materially from
  its expectations. Factors that could cause actual results to differ from expectations
  include: (i) increases in raw material prices, (ii) increased competitive activity
  from companies in the flooring industry, some of which have greater resources
  and broader distribution channels than the Company, (iii) unfavorable developments
  in the national economy or in the housing industry in general, (iv) shipment
  delays, depletion of inventory and increased production costs resulting from
  unforeseen disruptions of operations at any of the Company's facilities or distributors
  and (v) the future cost and timing of payments associated with environmental,
  product and general liability claims.

Item 3:	Quantitative and Qualitative Disclosure About Market
  Risk

The Company is exposed to changes in prevailing market interest
  rates affecting the return on its investments but does not consider this interest
  rate market risk exposure to be material to its financial condition or results
  of operations. The Company invests primarily in highly liquid debt instruments
  with strong credit ratings and short-term (less than one year) maturities. The
  carrying amount of these investments approximates fair value due to the short-term
  maturities. Substantially all of the Company's outstanding long-term debt as
  of June 30, 1999 consisted of indebtedness with a fixed rate of interest which
  is not subject to change based upon changes in prevailing market interest rates.
  Under its current policies, the Company does not use derivative financial instruments,
  derivative commodity instruments or other financial instruments to manage its
  exposure to changes in interest rates, foreign currency exchange rates, commodity
  prices or equity prices.



PART II.	OTHER INFORMATION

> Item 1.	Legal Proceedings: None
>     Item 2.	Changes in Securities and Use of Proceeds: None
>     Item 3.	Defaults Upon Senior Securities: None
>     Item 4.	Submission of Matters to a Vote of Security Holders:

At the Annual Meeting of Stockholders held on May 5, 1999, the following
          actions were taken:

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

|Name                  |  | Votes For  |  | Votes Withheld
|--------------------- |  | ---------- |  | --------------
|                      |  |            |  |               
|Roger S. Marcus       |  | 11,905,427 |  | 36,250        
|John N. Irwin III     |  | 11,906,359 |  | 35,318        
|Cyril C. Baldwin, Jr. |  | 11,906,176 |  | 35,501        

The following persons are the other
          directors of the Company whose term of office as a director continued
          after the meeting:

| | C. Barnwell Straut
              Mark N. Kaplan
              David N. Hurwitz | Richard G. Marcus
              William M. Marcus
| | ------------------------------------------------------------------------------ | -------------------------------------------------



Item 5.	Other Information: None

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

> (a)
>             Exhibits:
>             11. Computation of Per Share Earnings27. Financial Data Schedule(b)
>             Reports on Form 8-K: None

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CONGOLEUM CORPORATION

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.

|                      | CONGOLEUM CORPORATION
      (Registrant)                                                                            
|--------------------- | --------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                     
|Date:	August 11, 1999 | By: /s/                                                                                                             
|                      | (signature)                                                                                                         
|                      |                                                                                                                     
|                      | Howard N. Feist III
        							Chief Financial Officer
        							(Principal Financial & Accounting Officer)

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EXHIBIT INDEX

|Exhibit                           | Number
|--------------------------------- | ------
|                                  |       
|Computation of Per Share Earnings | 11    
|                                  |       
|Financial Data Schedule           | 27    
|                                  |       

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EXHIBIT 11

Congoleum Corporation
  Computation of Income Per Common Share
  (Amounts in thousands, except earnings per share)

|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|------------------------------------------------------------ | - | ------------------ |  | ---------------- | -------- |  | - | ----- |  | - | -----
|                                                             |   | Three Months Ended |  | Six Months Ended
|                                                             |   | June 30,           |  |                  | June 30,
|Basic Earnings Per Common Share:                             |   | 1999               |  |                  | 1998     |  |   | 1999  |  |   | 1998 
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Income per common and common equivalent
        share        | $ | 1,190              |  | $                | 2,645    |  | $ | 1,927 |  | $ | 3,072
|                                                             |   |                    |  |                  |          |  |  
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Weighted average common shares outstanding                   |   | 8,761              |  |                  | 9,038    |  |   | 8,870 |  |   | 9,038
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Weighted average common shares                               |   | 8,761              |  |                  | 9,038    |  |   | 8,870 |  |   | 9,038
|                                                             |   |                    |  |                  |          |  |  
|                                                             |   |                    |  |                  |          |  |   |       | 
|Income per common share                                      | $ | 0.14               |  | $                | 0.29     |  | $ | 0.22  |  | $ | 0.34 
|                                                             |   |                    |  |                  |          |  |  
|Diluted Earnings Per Common Share:                           |   |                    |  |                  |          |  |   |       |  |   |      
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Income per common and common equivalent
        share        | $ | 1,190              |  | $                | 2,645    |  | $ | 1,927 |  | $ | 3,072
|                                                             |   |                    |  |                  |          |  |  
|Weighted average common shares outstanding                   |   | 8,761              |  |                  | 9,038    |  |   | 8,870 |  |   | 9,038
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Weighted average common and common equivalent
        shares |   | 8,761              |  |                  | 9,038    |  |   | 8,870 |  |   | 9,038
|                                                             |   |                    |  |                  |          |  |  
|                                                             |   |                    |  |                  |          |  |   |       |  |   |      
|Income per common and common equivalent
        share        | $ | 0.14               |  | $                | 0.29     |  | $ | 0.22  |  | $ | 0.34 
|                                                             |   |                    |  |                  |          |  |  

(1)   Computed based on the treasury stock method.

---