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 September 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 October 29, 1999
|-------------------- |  | -------------------------------
|                     |  |                                
|Class A Common Stock |  | 3,810,290                      
|Class B Common Stock |  | 4,608,945                      



---

CONGOLEUM CORPORATION

Index

|                              |                                                                                               |                                                                                                                                                             | Page
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I. FINANCIAL INFORMATION |                                                                                              
|                              |                                                                                               |                                                                                                                                                             |     
|Item 1.                       | Financial Statements:                                                                         |                                                                                                                                                            
|                              |                                                                                               |                                                                                                                                                             |     
|                              |                                                                                               | Balance Sheets as of September
        30, 1999 (unaudited) and December 31, 1998                                                                           | 3   
|                              |                                                                                               |                                                                                                                                                             |     
|                              |                                                                                               | Statements of Operations for
        the three and nine months ended September 30, 1999 and 1998 (unaudited)                                                | 4   
|                              |                                                                                               |                                                                                                                                                             |     
|                              |                                                                                               | Statements of Changes in Stockholders'
        Equity for the year ended December 31, 1998 and the nine months ended
        September 30, 1999 (unaudited) | 5   
|                              |                                                                                               |                                                                                                                                                             |     
|                              |                                                                                               | Statements of Cash Flows for
        the nine months ended September 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

|                                                                    |                                                                       |                                                    |         |                                |          |                      |         |         
|------------------------------------------------------------------- | --------------------------------------------------------------------- | -------------------------------------------------- | ------- | ------------------------------ | -------- | -------------------- | ------- | --------
|                                                                    |                                                                       |                                                    |         | September
        30,          |          | December
        31,
|                                                                    |                                                                       |                                                    |         | 1999                           |          | 1998                
|                                                                    |                                                                       |                                                    |         | (Unaudited)                    |          |                      |        
|                                                                    |                                                                       |                                                    |         | (Dollars
        in thousands)
|ASSETS                                                              |                                                                       |                                                    |         |                                |          |                     
|Current assets:                                                     |                                                                       |                                                    |         |                                |          |                     
|                                                                    | Cash and cash equivalents                                             |                                                    |         | $32,745                        |          |                      | $50,344
|                                                                    | Accounts and notes receivable,
        net                            |                                                    |         | 19,524                         |          |                      | 15,880 
|                                                                    | Inventories                                                           |                                                    |         | 58,712                         |          |                      | 45,192 
|                                                                    | Prepaid expenses and other
        current assets                     |                                                    |         | 4,095                          |          |                      | 3,022  
|                                                                    | Deferred income taxes                                                 |                                                    |         | 2,939                          |          |                      | 3,046  
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total current assets                               |         |                                | 118,015  |                      |         | 117,484 
|Property, plant and equipment,
        net                          |                                                                       |                                                    | 93,686  |                                |          | 87,954              
|Goodwill, net                                                       |                                                                       |                                                    | 11,495  |                                |          | 11,819              
|Deferred income taxes                                               |                                                                       |                                                    | 1,028   |                                |          | 1,863               
|Other noncurrent assets                                             |                                                                       |                                                    | 10,374  |                                |          | 12,745              
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total assets                                       |         |                                | $234,598 |                      |         | $231,865
|                                                                    |                                                                       |                                                    |         |                               
|LIABILITIES AND STOCKHOLDERS'
        EQUITY                        |                                                                       |                                                    |         |                                |          |                     
|Current liabilities:                                                |                                                                       |                                                    |         |                                |          |                     
|                                                                    | Accounts payable                                                      |                                                    |         | $13,802                        |          |                      | $14,399
|                                                                    | Accrued expenses                                                      |                                                    |         | 36,417                         |          |                      | 31,209 
|                                                                    | Accrued income taxes                                                  |                                                    |         | 407                            |          |                      | 317    
|                                                                    | Deferred income taxes                                                 |                                                    |         | 4,618                          |          |                      | 3,058  
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total current liabilities                          |         |                                | 55,244   |                      |         | 48,983  
|Long-term debt                                                      |                                                                       |                                                    | 99,563  |                                |          | 99,526              
|Other liabilities                                                   |                                                                       |                                                    | 20,821  |                                |          | 23,501              
|Noncurrent pension liability                                        |                                                                       |                                                    | 11,366  |                                |          | 12,130              
|Accrued postretirement benefit
        obligation                   |                                                                       |                                                    | 9,900   |                                |          | 9,872               
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total liabilities                                  |         |                                | 196,894  |                      |         | 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;     |                                                    |         |                                |          |                      |        
|                                                                    | 3,826,590 and 4,258,610 shares
        outstanding as of              |                                                    |         |                                |          |                      |        
|                                                                    | September
      30, 1999 andDecember
      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 |                                                    |         |                                |          |                      |        
|                                                                    | September 30, 1999 and December
        31, 1998, respectively        |                                                    |         | 46                             |          |                      | 47     
|Additional paid-in capital                                          |                                                                       |                                                    | 49,105  |                                |          | 49,574              
|Retained deficit                                                    |                                                                       |                                                    | (1,947) |                                |          | (5,380)             
|Minimum pension liability
        adjustment                        |                                                                       |                                                    | (2,302) |                                |          | (2,302)             
|Common stock held in Treasury,
        at cost; 910,360 and 399,390 |                                                                       |                                                    |         |                                |          |                     
|                                                                    | shares
      at September 30, 1999
      and December 31, 1998,       |                                                    |         |                                |          |                      |        
|                                                                    | respectively                                                          |                                                    |         | (7,245)                        |          |                      | (4,133)
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total stockholders' equity                         |         |                                | 37,704   |                      |         | 37,853  
|                                                                    |                                                                       |                                                    |         |                               
|                                                                    |                                                                       | Total liabilities and stockholders'
        equity |         |                                | $234,598 |                      |         | $231,865
|                                                                    |                                                                       |                                                    |         |                               

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

---



CONGOLEUM CORPORATION
  STATEMENTS OF OPERATIONS
  (Unaudited)



|                                                     |                               |                                                        | Three Months Ended |       | Nine
      Months Ended
|---------------------------------------------------- | ----------------------------- | ------------------------------------------------------ | ------------------ | ----- | -----------------------
|                                                     |                               |                                                        | September 30,      |       | September
      30,    
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               |                                                        |                    | 1999  |                        
|                                                     | (In
        thousands, except
|                                                     | per
        share amounts)   
|                                                     |                               |                                                        |                    |       |                        
|Net sales                                            | $                             | 62,495                                                 |                    | $     | 68,644                 
|Cost of sales                                        |                               | 43,335                                                 |                    |       | 46,714                 
|Selling, general and administrative
        expenses |                               | 15,512                                                 |                    |       | 14,597                 
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Income from operations                                 |                    | 3,648 |                        
|Other income (expense):                              |                               |                                                        |                    |       |                        
|                                                     | Interest income               |                                                        | 394                |       |                        
|                                                     | Interest expense              |                                                        | (1,935)            |       |                        
|                                                     | Other income                  |                                                        | 341                |       |                        
|                                                     | Other expense                 |                                                        | (29)               |       |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Income before income taxes                             |                    | 2,419 |                        
|                                                     | Provision for income taxes    |                                                        | 913                |       |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Income before extraordinary
        item               |                    | 1,506 |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Extraordinary item - early
        retirement of       |                    |       |                        
|                                                     |                               | debt, net of income tax benefit                        |                    | --    |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Net income                                             | $                  | 1,506 |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Net income per share before
        extraordinary item | $                  | 0.17  |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Extraordinary item                                     |                    | --    |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Net income per common share,
        basic and diluted | $                  | 0.17  |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               |                                                        |                    |       |                        
|                                                     |                               | Weighted average number of
        common and          |                    |       |                        
|                                                     |                               | equivalent shares outstanding                          |                    | 8,662 |                        
|                                                     |                               |                                                        |                    |       |                        

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  |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  | (3,112)  |                     | (3,112) |         |  |        |         
|Purchase and retirement of  |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |         
|                            | Class B Common Stock   |                             |     | (1)                                |         | (469)           |           |                                                             |  |               |         |  |          |                     |         | (470)   |  |        |          | 
|Net income                  |                        |                             |     |                                    |         |                 | 3,433     |                                                             |  |               |         |  |          |                     | 3,433   |         |  | $3,433 |         
|                            |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Net comprehensive income    |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  | $3,433 |         
|                            |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 
|Balance, September 30, 1999 | $47                    |                             | $46 |                                    | $49,105 |                 | $(1,947)  |                                                             |  | $(2,302)      |         |  | $(7,245) |                     | $37,704 |         |  |        |         
|                            |                        |                             |     |                                    |         |                 |           |                                                             |  |               |         |  |          |                     |         |         |  |        |          | 

*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)

|                                                     |                                                 |                                                         |                                           |                                                  |          |                   |         |        
|---------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------ | -------- | ----------------- | ------- | -------
|                                                     |                                                 |                                                         |                                           |                                                  |          | Nine Months Ended
|                                                     |                                                 |                                                         |                                           |                                                  |          | September 30,    
|                                                     |                                                 |                                                         |                                           |                                                  |          |                  
|                                                     |                                                 |                                                         |                                           |                                                  |          | 1999              |         | 1998   
|                                                     |                                                 |                                                         |                                           |                                                  |          | (In thousands)   
|                                                     |                                                 |                                                         |                                           |                                                  |          |                   |         |        
|Cash flows from operating activities:                |                                                 |                                                         |                                           |                                                 
|                                                     | Net income                                      |                                                         | $3,433                                    |                                                  | $4,565  
|                                                     | Adjustments to reconcile net income to net cash |                                                         |                                           |                                                  |         
|                                                     | provided (used) by operating activities:        |                                                         |                                           |                                                  |         
|                                                     |                                                 | Depreciation                                            |                                           | 7,624                                            |          | 7,330            
|                                                     |                                                 | Amortization and write-off of deferred refinancing fees |                                           | 613                                              |          | 689              
|                                                     |                                                 | Loss on early retirement of debt                        |                                           | --                                               |          | 3,809            
|                                                     |                                                 | Deferred taxes                                          |                                           | 2,502                                            |          | --               
|                                                     |                                                 | Changes in certain assets and liabilities:              |                                           |                                                  |          |                  
|                                                     |                                                 |                                                         | Accounts and notes receivable             |                                                  | (3,644)  |                   | (7,943)
|                                                     |                                                 |                                                         | Inventories                               |                                                  | (13,520) |                   | 353    
|                                                     |                                                 |                                                         | Prepaid expenses and other current assets |                                                  | (1,262)  |                   | 911    
|                                                     |                                                 |                                                         | Accounts payable                          |                                                  | (597)    |                   | 2,211  
|                                                     |                                                 |                                                         | Accrued expenses                          |                                                  | 5,298    |                   | 5,952  
|                                                     |                                                 |                                                         | Other liabilities                         |                                                  | (1,108)  |                   | (764)  
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     |                                                 |                                                         |                                           | Net cash (used) provided by operating activities |          | (661)             |         | 17,113 
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     | Cash flows from investing activities:           |                                                         |                                           |                                                  |         
|                                                     |                                                 | Capital expenditures                                    |                                           | (13,356)                                         |          | (7,037)          
|                                                     |                                                 | Purchase of short-term investments                      |                                           | (4,301)                                          |          | (15,000)         
|                                                     |                                                 | Maturities of short-term investments                    |                                           | 4,301                                            |          | 19,600           
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     |                                                 |                                                         |                                           | Net cash used by investing activities            |          | (13,356)          |         | (2,437)
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     | Cash flows from financing activities:           |                                                         |                                           |                                                  |         
|                                                     |                                                 | Issue long-term debt                                    |                                           | --                                               |          | 99,505           
|                                                     |                                                 | Debt issuance costs                                     |                                           | --                                               |          | (2,821)          
|                                                     |                                                 | Payments to reduce long-term debt                       |                                           | --                                               |          | (76,594)         
|                                                     |                                                 | Premium payments on early retirement of debt            |                                           | --                                               |          | (2,563)          
|                                                     |                                                 | Purchase and retirement of Class B stock                |                                           | (470)                                            |          | --               
|                                                     |                                                 | Purchase of treasury stock                              |                                           | (3,112)                                          |          | --               
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     |                                                 |                                                         |                                           | Net cash (used) provided by financing activities |          | (3,582)           |         | 17,527 
|                                                     |                                                 |                                                         |                                           |                                                 
|Net (decrease) increase in cash and cash equivalents |                                                 | (17,599)                                                |                                           | 32,203                                          
|Cash and cash equivalents:                           |                                                 |                                                         |                                           |                                                 
|                                                     | Beginning of period                             |                                                         | 50,344                                    |                                                  | 11,069  
|                                                     |                                                 |                                                         |                                           |                                                 
|                                                     | End of period                                   |                                                         | $32,745                                   |                                                  | $43,272 
|                                                     |                                                 |                                                         |                                           |                                                 

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 audited 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 nine months ended September 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:

|                           |  |                            |         |                           | 
|-------------------------- |  | -------------------------- | ------- | ------------------------- | 
|                           |  | September 30,
        1999 |         | December 31,
        1998
|                           |  |                            |         |                          
|Finished goods             |  |                            | $47,579 |                           | 
|Work-in-process            |  |                            | 4,088   |                           | 
|Raw materials and supplies |  |                            | 7,045   |                           | 
|                           |  |                            |         |                           | 
|                           |  |                            | $58,712 |                           | 
|                           |  |                            |         |                           | 

If the FIFO (first-in, first-out) method of inventory
  accounting (which approximates current cost) had been used, inventories would
  have been approximately $2,179 and $1,251 lower than reported at September 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 diluted net income per common share for the three and nine
  month periods ending September 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 cost 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

Net sales for the third quarter of 1999 were $62.5
  million as compared to $68.6 million for the third quarter of 1998, a decrease
  of $6.1 million or 9.0%. Year-to-date net sales for the first nine months of
  1999 were $192.2 million, a decrease of $10.1 million or 5.0% from the first
  nine months of 1998. The decline in sales for the current quarter and year-to-date
  periods versus comparable year ago periods is primarily due to 3% lower average
  selling prices and declines in sales of commercial products and promotional
  goods.

Gross profit for the third quarter of 1999 was
  $19.2 million, down $2.8 million from $21.9 million in the third quarter of
  1998. Gross profit as a percent of net sales in the third quarter of 1999 was
  30.7%, compared to 31.9% in the third quarter of 1998. Year-to-date gross profit
  for the first nine months of 1999 was $56.0 million (29.2% of net sales), down
  from $60.3 million (29.8% of net sales) in the first nine months of 1998. Gross
  profits and gross profit margins for the quarter and year-to-date are below
  comparable year ago levels due to lower average selling prices which have offset
  the benefit of improved manufacturing efficiency. Production volumes in the
  third quarter of 1999 were lower than the third quarter of 1998, which also
  contributed to the decline in gross profits and margin.

Selling, general and administrative expenses increased
  $0.9 million or 6.3% to $15.5 million in the third quarter of 1999 from $14.6
  million in the third quarter of 1998. As a percent of net sales, selling, general,
  and administrative expenses were 24.8% for the third quarter of 1999 and 21.3%
  for the third quarter of 1998. Selling, general, and administrative expenses
  for the first nine months of 1999 were $47.2 million (24.6% of net sales), compared
  to $45.8 million (22.6% of net sales) in the same period last year. Selling,
  general and administrative expenses for the three and nine months ended September
  30, 1999 have increased over the prior year's quarter and year-to-date amounts
  primarily due to costs associated with the launch of the Company's laminate
  flooring product line. Selling, general and administrative expenses have increased
  as a percent of sales because they are largely fixed, while overall sales have
  declined and laminate sales, although growing, are modest.

Income from operations for the third quarter of
  1999 was $3.6 million (5.8% of net sales), compared to $7.3 million (10.7% of
  net sales) for the third quarter of 1998, a decrease of $3.7 million or 50.3%.
  Income from operations for the nine months ended September 30, 1999 totaled
  $8.8 million (4.6% of net sales), $5.7 million lower than the $14.5 million
  (7.2% of net sales) for the same period in 1998. Operating income and margins
  in 1999 are below the third quarter and nine months ended September 30, 1998
  primarily due to the lower sales and gross profits.

Year-to-date interest expense for the first nine
  months of 1999 was $6.1 million, compared to $5.3 million in the same period
  of 1998, as a result of the increase in long-term debt when the Company refinanced
  its debt in 1998.

Net income for the third quarter of 1999 was $1.5
  million, compared to net income before extraordinary item of $3.9 million in
  the third quarter of 1998. The Company recorded an extraordinary charge for
  debt extinguishment in connection with a note refinancing in the third quarter
  of 1998, which reduced net income in that period to $1.5 million.

Liquidity and Capital Resources

Cash and cash equivalents declined $17.6 million
  for the nine months ended September 30, 1999 to $32.7 million. Working capital
  at September 30, 1999 was $62.8 million, down slightly from $68.5 million at
  December 31, 1998. The ratio of current assets to current liabilities at September
  30, 1999 was 2.1 compared to 2.4 at December 31, 1998. The ratio of debt to
  total capital at September 30, 1999 was .42 compared to .43 at December 31,
  1998. Cash used by operations was $0.7 million for the first nine months of
  1999, compared to cash provided by operations of $17.1 million in the first
  nine months of 1998. The increase in cash used by operations in the first nine
  months of 1999 over the first nine months of 1998 was primarily 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 $13.4 million for the
  first nine months of 1999. Total 1999 capital spending is projected to be approximately
  $18 to $20 million and 2000 capital spending is projected to be approximately
  $15 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 expend up to $5.0 million to repurchase the Company's common stock.
  As of September 30, 1999, the Company had repurchased 602,265 shares of its
  common stock for an aggregate cost of $3.8 million pursuant to this plan. Expenditures
  on share repurchases in the first nine months of 1999 totaled $3.6 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 September 1999, the Company has completed
  work on all of the systems identified as requiring modification.

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  |  | $95 
|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
  and replaced 12 devices needing modification or replacement at an aggregate
  cost of $0.2 million.

Although the Company believes it has taken the
  necessary steps to ensure that the Company will be Year 2000 compliant, there
  can be no assurances 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 has prepared 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 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 Disclosures 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 September 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:
>       None



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:	November 10, 1999 | By: /s/ Howard N. Feist III                                                                                         
|                        | (signature)                                                                                                         
|                        |                                                                                                                     
|                        | Howard N. Feist III
        							Chief Financial Officer
        							(Principal Financial & Accounting Officer)

---

EXHIBIT INDEX

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



---

EXHIBIT 11

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

---

|                                                      |                    |  |                   |  |        |  |        
|----------------------------------------------------- | ------------------ |  | ----------------- |  | ------ |  | -------
|                                                      | Three Months Ended |  | Nine Months Ended
|                                                      | September 30,      |  | September 30,    
|                                                      | 1999               |  | 1998              |  | 1999   |  | 1998   
|                                                      |                    |  |                  
|Basic Earnings Per Common Share:                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income before extraordinary item per common and       |                    |  |                   |  |        |  |        
|common equivalent share                               | $1,506             |  | $3,906            |  | $3,433 |  | $6,978 
|                                                      |                    |  |                   |  |        |  |        
|Extraordinary item - early retirement of debt,        |                    |  |                   |  |        |  |        
|net of income tax benefit                             | -                  |  | (2,413)           |  | -      |  | (2,413)
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common and common equivalent share         | $1,506             |  | $1,493            |  | $3,433 |  | $4,565 
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Weighted average common shares outstanding            | 8,662              |  | 9,038             |  | 8,800  |  | 9,038  
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common share before extraordinary item     | $0.17              |  | $0.43             |  | $0.39  |  | $0.77  
|                                                      |                    |  |                   |  |        |  |        
|Extraordinary item                                    | -                  |  | (0.26)            |  | -      |  | (0.26) 
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common share                               | $0.17              |  | $0.17             |  | $0.39  |  | $0.51  
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Diluted Earnings Per Common Share:                    |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income before extraordinary item per common and       |                    |  |                   |  |        |  |        
|common equivalent share                               | $1,506             |  | $3,906            |  | $3,433 |  | $6,978 
|                                                      |                    |  |                   |  |        |  |        
|Extraordinary item - early retirement of debt, net of |                    |  |                   |  |        |  |        
|income tax benefit                                    | -                  |  | (2,413)           |  | -      |  | (2,413)
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common and common equivalent share         | $1,506             |  | $1,493            |  | $3,433 |  | $4,565 
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Weighted average common shares outstanding            | 8,662              |  | 9,038             |  | 8,800  |  | 9,038  
|                                                      |                    |  |                   |  |        |  |        
|Weighted average common and common equivalent shares  | 8,662              |  | 9,038             |  | 8,800  |  | 9,038  
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common share before extraordinary item     | $0.17              |  | $0.43             |  | $0.39  |  | $0.77  
|                                                      |                    |  |                   |  |        |  |        
|Extraordinary item                                    | -                  |  | (0.26)            |  | -      |  | (0.26) 
|                                                      |                    |  |                   |  |        |  |        
|                                                      |                    |  |                   |  |        |  |        
|Income per common share                               | $0.17              |  | $0.17             |  | $0.39  |  | $0.51  
|                                                      |                    |  |                   |  |        |  |        

(1)   Computed based on the treasury stock method.

---