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, 1996

                                 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    (IRS Employer Identification No.)
 incorporation or organization)

                       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 November 1, 1996
----------------------             -------------------------------
 Class A Common Stock                          4,645,500
 Class B Common Stock                          5,350,000

                           Page 1 of 13
                    Index to Exhibits at Page 12
<PAGE>

                       CONGOLEUM CORPORATION
                               Index

                                                                Page
PART I.   FINANCIAL INFORMATION                                 ----

Item 1.   Financial Statements:

          Balance Sheets as of September 30, 1996
          (unaudited) and December 31, 1995                       3

          Statements of Operations for the three and nine months
          ended September 30, 1996 and 1995 (unaudited)           4

          Statements of Cash Flows for the nine months
          ended September 30, 1996 and 1995 (unaudited)           5

          Notes to Unaudited Condensed Financial Statements       6


Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                  8


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                      10

Item 2.   Changes in Securities                                  10

Item 3.   Defaults Upon Senior Securities                        10

Item 4.   Submission of Matters to a Vote of Security Holders    10

Item 5.   Other Information                                      10

Item 6.   Exhibits and Reports on Form 8-K                       10


Signatures                                                       11

Exhibit Index                                                    12

                                 2
<PAGE>                           

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
                        CONGOLEUM CORPORATION
                            BALANCE SHEETS

<CAPTION>
                                                  September 30,  December 31,
                                                      1996          1995
                                                   (Unaudited)
                                                     (Dollars in thousands)
<S>                                               <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                        $        --    $    40,103
  Short-term investments                                35,100             --
  Accounts and notes receivable, net                    28,820         16,755
  Inventories                                           47,511         48,018
  Prepaid expenses and other current assets              1,222            918
  Deferred income taxes                                  4,210          4,210
                                                   -----------    -----------
    Total current assets                               116,863        110,004
Property, plant and equipment, net                      77,863         74,208
Goodwill, net                                           12,791         13,115
Deferred income taxes                                    2,873          2,873
Other noncurrent assets                                  6,197          6,642
                                                   -----------    -----------
    Total assets                                   $   216,587    $   206,842
                                                   ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Bank checks outstanding, less cash in bank       $     2,846    $        --
  Accounts payable                                      14,564         21,397
  Accrued expenses                                      32,591         29,634
  Accrued income taxes                                   2,944            346
  Deferred income taxes                                  2,072          2,072
                                                   -----------    -----------
    Total current liabilities                           55,017         53,449
Long-term debt                                          90,000         90,000
Other liabilities                                       17,629         17,601
Noncurrent pension liability                            12,575         12,575
Accrued postretirement benefit obligation               10,615         10,615
                                                   -----------    -----------
    Total liabilities                                  185,836        184,240
                                                   -----------    -----------
STOCKHOLDERS' EQUITY                                                         
Preferred stock, par value $0.01; 1,000,000 shares                           
authorized; none issued or outstanding                      --            --
Class A common stock,par value $0.01; 20,000,000                             
shares authorized, 4,650,000 shares issued;                                 
4,645,500 and 4,650,000 outstanding as of                                    
September 30, 1996 and December 31, 1995                    47            47
Class B common stock, par value $0.01; 5,350,000                            
shares authorized, issued and outstanding as of                             
September 30, 1996 and December 31, 1995                    53            53
Additional paid-in capital                              55,172        55,172
Retained deficit                                       (23,460)      (31,658)
Minimum pension liability adjustment                    (1,012)       (1,012)
Common stock held in treasury, at cost; 4,500 shares                           
at September 30, 1996 and none at December 31, 1995        (49)           --
                                                   -----------    ----------  
    Total stockholders' equity                          30,751        22,602
                                                   -----------    ----------
    Total liabilities and stockholders' equity     $   216,587    $  206,842
                                                   ===========    ==========

            The accompanying notes are an integral part
              of the condensed financial statements.
</TABLE>
                                 3
<PAGE>
<TABLE>
                        CONGOLEUM CORPORATION
                       STATEMENTS OF OPERATIONS
                             (Unaudited)

<CAPTION>
                                   Three Months Ended       Nine Months Ended
                                      September 30,           September 30, 
                                   ------------------       -----------------
                                   1996         1995         1996       1995
                                               (In thousands, except
                                                  per share amounts)
<S>                               <C>        <C>        <C>         <C> 
Net sales                          $ 71,900   $ 64,813   $ 200,398   $ 196,737
Cost of sales                        46,931     46,596     135,552     137,061
Selling, general and administrative 
expenses                             16,492     13,711      47,279      41,969
                                   --------   --------   ---------   ---------
    Income from operations            8,477      4,506      17,567      17,707
Other income (expense):                                                 
  Interest income                       497        337       1,186         999
  Interest expense                   (2,044)    (2,044)     (6,126)     (6,136)
  Other income                          393        180       1,057       1,286
  Other expense                         (64)       (28)       (134)       (177)
                                   --------   --------   ---------   ---------                       
Income before income taxes            7,259      2,951      13,550      13,679
Provision for income taxes            2,867      1,206       5,352       5,594
                                   --------   --------   ---------   ---------
Net income                         $  4,392   $  1,745   $   8,198   $   8,085
                                   ========   ========   =========   =========
Primary earnings per common share  $    .44   $    .17   $     .82   $     .81
                                   ========   ========   =========   =========
Weighted average number of common 
 shares and equivalent shares 
  outstanding                         9,997     10,000       9,999      10,030
                                   ========   ========   =========   =========

            The accompanying notes are an integral part
              of the condensed financial statements.
</TABLE>
                                 4
<PAGE>
<TABLE>
                        CONGOLEUM CORPORATION
                       STATEMENTS OF CASH FLOWS
                             (Unaudited)

<CAPTION>
                                                        Nine Months Ended
                                                          September 30,
                                                        -----------------
                                                        1996        1995
                                                         (In thousands)
<S>                                                  <C>         <C>
Cash flows from operating activities:
 Net income                                           $   8,198   $   8,085
 Adjustments to reconcile net income to net cash                        
  provided (used) by operating activities:                           
   Depreciation and amortization                          6,569       6,430
   Provision for doubtful accounts                          450         242
   Deferred income taxes                                     --         646
   Loss on disposition of assets                              7          14
   Changes in certain assets and liabilities:                             
    Accounts and notes receivable                       (12,515)     (8,454) 
    Inventories                                             507      (2,322)
    Prepaid expenses and other assets                      (303)        (93)
    Accounts payable                                     (6,833)     (4,505)
    Accrued expenses                                      5,555      (5,295)
    Other liabilities                                        27         323
                                                      ---------   ---------
     Net cash provided (used) by operating activities     1,662      (4,929)
                                                      ---------   ---------
Cash flows provided (used) by investing activities:                        
   Capital expenditures                                  (9,462)     (5,582)
   Purchase of short-term investments                   (35,100)    (12,500)  
   Maturities of short-term investments                      --      32,000
                                                      ---------   ---------
     Net cash provided (used) by investing activities   (44,562)     13,918
                                                      ---------   ---------
Cash flows from financing activities:                                     
   Payment of equity offering costs                          --        (911)
   Proceeds from equity offering                             --      56,219
   Purchase of class B shares                                --     (60,450)
   Purchase of treasury stock                               (49)         --
   Bank checks outstanding, less cash in bank             2,846          --
                                                      ---------   --------- 
     Net cash provided (used) by financing activities     2,797      (5,142)
                                                      ---------   ---------
Net increase/(decrease) in cash and cash equivalents    (40,103)      3,847
Cash and cash equivalents:                                              
     Beginning of period                                 40,103      14,818
                                                      ---------   ---------
     End of period                                    $      --   $  18,665
                                                      =========   ========= 

            The accompanying notes are an integral part 
              of the condensed financial statements.
</TABLE>
                                 5
<PAGE>

                       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  nine months ended September 30, 1996 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, 1995.


2.   INVENTORIES
----------------
      A  summary of the major classifications of inventories is  as
follows:
<TABLE>
<CAPTION>
                                          September 30,     December 31,
                                              1996              1995
                                          ------------      -----------
<S>                                       <C>               <C>
          Finished goods                   $   34,300        $   34,122
          Work-in-process                       4,853             4,298
          Raw materials and supplies            8,358             9,598
                                           ----------        ----------
                                           $   47,511        $   48,018
                                           ==========        ==========
</TABLE>

       If  the  FIFO  (first-in,  first-out)  method  of  inventory
accounting had been used, inventories would have been approximately
$1,171  lower and $226 higher than reported at September  30,  1996
and December 31, 1995, respectively.

                                 6
<PAGE>

3.   EARNINGS PER SHARE
-----------------------
     Earnings per share is calculated by dividing net income by the
weighted average number of shares of common stock outstanding.  For
the  three  and nine months ended September 30, 1996, common  stock
equivalents  have been included in the weighted average  number  of
shares  of  common  stock outstanding and amount  to  approximately
2,000  and 1,000 shares  respectively.  For the three  months ended 
September 30, 1995, common stock equivalents have not been included  
in the weighted average number of shares of common stock outstanding  
since  the effect would be antidilutive.  For the nine months ended 
September 30, 1995, common stock equivalents have been  included in  
the  weighted  average number of shares of common stock outstanding  
and amounted to approximately 30,000 shares.

4.   COMMITMENTS AND CONTINGENCIES
----------------------------------
      Certain legal and administrative claims are pending  or  have
been  asserted against the Company, which are considered incidental
to  its business.  Among these claims, the Company is a named party
in  several  actions  associated  with  waste  disposal  sites  and
asbestos-related   claims.    These   actions   include    possible
obligations to remove or mitigate the effects on the environment of
wastes deposited at various sites, including Superfund sites.   The
amount  of  such future cost is 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 contingencies also include  claims
for personal injury and/or property damage.

      The Company records a liability for environmental remediation
and  asbestos-related claim costs 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.  Estimated
insurance recoveries related to these liabilities are reflected  in
other non-current assets.

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

                                 7
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS  

Results of Operations
---------------------
Three  and  nine   months ended September 30, 1996 as  compared  to
three and nine months ended September 30, 1995.

      Net sales for the third quarter of 1996 were $71.9 million as
compared  to  $64.8  million  for the third  quarter  of  1995,  an
increase  of  $7.1 million or 10.9%.  Year-to-date net  sales  were
$200.4 million, an increase of $3.7 million or 1.9% from the  first
nine months of 1995.  The increase in third quarter sales over year
earlier  levels  was  primarily due  to  sales  to  new  customers.
Shipments  to  the  manufactured  housing  segment  and  sales   of
residential sheet goods also contributed to the increase.

      Gross profit for the third quarter of 1996 was $25.0 million,
up  $6.8  million from $18.2 million in the third quarter of  1995,
reflecting improved gross profit margins and the increase in sales.
Gross profit as a percent of sales in the third quarter of 1996 was
34.7%,  compared to 28.1% in the third quarter of 1995.   Increased
volume, improved  efficiency, and  more moderate raw material costs
all  contributed to the improvement in gross margin.   Year-to-date
gross  profit  was $64.8 million (32.4% of sales),  up  from  $59.7
million (30.3% of sales) in the first nine months of 1995.

      Selling, general, and administrative costs increased by  $2.8
million or 20.3% to $16.5 million in the third quarter of 1996 from
$13.7 million in the third quarter of 1995.  As a percent of sales,
selling, general, and administrative costs were 22.9% for the third
quarter of 1996 and 21.1% for the third quarter of 1995.  Increased
expenses  for  marketing,  expanded distribution  and  new  product
development  were the major reasons for the increase.  Year-to-date
selling,  general  and administrative expenses were  $47.3  million
(23.6% of sales) up from $42.0 million (21.3% of sales) in the same
period one year earlier.

      Income from operations for the third quarter of 1996 was $8.5
million (11.8% of net sales), compared to $4.5 million (7.0% of net
sales)  for the third quarter of 1995, an increase of $4.0 million,
or 88.2%.  The increase resulted from the higher sales and improved
gross  profit margins, partly offset by increased selling, general,
and  administrative  costs.  Income from operations  for  the  nine
months ended September 30, 1996 totaled $17.6 million, $0.1 million
lower than the same period in 1995.

      Net  income  for the third quarter of 1996 was $4.4  million,
compared to $1.7 million for the third quarter of 1995, an increase
of $2.6 million, reflecting the higher income from operations.  For
the  nine  months  ended September 30, 1996, net  income  was  $8.2
million,  $0.1  million higher than net income in  the  first  nine
months of 1995.

Liquidity and Capital Resources
-------------------------------
     Cash and cash equivalents, including short-term investments at
September  30, 1996 were $35.1 million, a decrease of $5.0  million
from December 31, 1995.  Working capital at September 30, 1996  was
$61.8  million, up from $57.8 million one year earlier.  The  ratio

                                 8
<PAGE>

of  current assets to current liabilities at September 30, 1996 was
2.1,  and  the  ratio of debt to total capital was .42.   Net  cash
provided  by operations during the nine months ended September  30,
1996  was  $1.7  million  and  capital  expenditures  totaled  $9.5
million.

      Capital expenditures are anticipated to be approximately  $14
to $15 million in 1996 and approximately $20 million in 1997.

      During 1996, the Company's Board of Directors authorized  the
repurchase of $5 million of the Company's Class A common stock  and
$10  million  of its 9% senior notes.  At September 30,  1996,  $49
thousand  had  been expended on stock repurchases and  nothing  had
been expended on note repurchases pursuant to these authorizations.

      The  Company  has  recorded what  it  believes  are  adequate
provisions  for  environmental remediation and  product-related  li
abilities,   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
impact   on   the  Company's  financial  position  or  results   of
operations, 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.

      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.

                                 9
<PAGE>

PART II.  OTHER INFORMATION

   Item 1.   Legal Proceedings:  None

   Item 2.   Changes in Securities:  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 Earnings

                (b)  Reports on Form 8-K:  None
          
                                 10
<PAGE>

                       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  4, 1996                 By: /s/  Howard  N. Feist
                                        -------------------------
                                               (signature)

                                        Howard N. Feist III
                                        Sr. Vice President - Finance
                                        (Principal Financial & Accounting
                                          Officer)

                                 11
<PAGE>

                           EXHIBIT INDEX

                                                                 Page
      Exhibit                                       Number      Number
-------------------                                 ------      ------
Computation of Income Per Common Share                11          13

                                 12
<PAGE>