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 March 31, 1997

                               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 April 30, 1997
--------------------       -----------------------------                    
Class A Common Stock                4,644,200
Class B Common Stock                5,350,000


                          Page 1 of  13

<PAGE>


                       CONGOLEUM CORPORATION
                                 
                               Index

                                                           Page
PART I.   FINANCIAL INFORMATION                            ----

Item 1. Financial Statements:

          Balance Sheets as of March 31, 1997
          (unaudited) and December 31, 1996                   3

          Statements of Operations for the three months
          ended March 31, 1997 and 1996 (unaudited)           4

          Statements of Cash Flows for the three months
          ended March 31, 1997 and 1996 (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>



                                             March 31,  December 31,
                                               1997        1996      
                                            (Unaudited)
                                              (Dollars in thousands)

<S>                                         <C>         <C>
ASSETS                                                    
Current assets:                                           
  Cash and cash equivalents                   $  9,315   $ 30,629
  Short-term investments                        26,700     17,500
  Accounts and notes receivable, net            24,517     18,886
  Inventories                                   55,487     47,450
  Prepaid expenses and other current assets        488      1,014
  Deferred income taxes                          2,874      2,874
                                              ---------  ---------
  Total current assets                         119,381    118,353
Property, plant and equipment, net              78,798     78,313
Goodwill, net                                   12,575     12,683
Deferred income taxes                            3,068      3,068
Other noncurrent assets                          7,224      7,381
                                              ---------  ---------
Total assets                                  $221,046   $219,798
                                              =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY                      
Current liabilities:                                      
  Accounts payable                              17,769     19,935
  Accrued expenses                              35,196     32,828
  Accrued income taxes                           1,759      1,663
  Deferred income taxes                          1,924      1,924
                                              ---------  ---------
  Total current liabilities                     56,648     56,350
Long-term debt                                  87,200     87,750
Other liabilities                               19,620     19,401
Noncurrent pension liability                    12,632     12,381
Accrued postretirement benefit obligation       10,249     10,249
                                              ---------  ---------
  Total liabilities                            186,349    186,131
                                              ---------  ---------            
STOCKHOLDERS' EQUITY                                      
Preferred stock, par value $0.01 per share;            
  1,000,000 shares authorized; none issued
  or outstanding                                    --         --
Class A common stock, par value $0.01 per            
  share; authorized 20,000,000 shares;
  issued 4,652,000 and 4,650,000 shares;
  outstanding 4,646,700 and 4,645,500
  shares as of March 31, 1997 and
  December 31, 1996                                 47         47
Class B common stock, par value $0.01 per            
  share; 5,350,000 shares authorized, issued
  and outstanding as of March 31, 1997 and
  December 31, 1996                                 53         53 
Additional paid-in capital                      55,198     55,172
Retained deficit                               (18,548)   (19,561)
Minimum pension liability adjustment            (1,995)    (1,995)
Common stock held in Treasury, at cost;
  5,300 shares at March 31, 1997 and
  4,500 shares at December 31, 1996                (58)       (49)        
                                              ---------  ---------
Total stockholders' equity                      34,697     33,667
                                              ---------  ---------
Total liabilities and stockholders' equity    $221,046   $219,798
                                              =========  =========

</TABLE>

            The accompanying notes are an integral part
              of the condensed financial statements.
                                     
                                     3

<PAGE>

<TABLE>
                       CONGOLEUM CORPORATION
                                 
                     STATEMENTS OF OPERATIONS
                                 
                            (Unaudited)

<CAPTION>


                                              Three Months Ended
                                                    March 31,
                                             -----------------------
                                                1997       1996
                                              (In thousands, except
                                               per share amounts)

<S>                                          <C>           <C>         
Net sales                                       $61,083    $54,118
Cost of sales                                    42,842     40,183
Selling, general and administrative expenses     15,217     14,260
                                               ---------  ---------
  Income (loss) from operations                   3,024       (325)

Other income (expense):                                     
  Interest income                                   505        333
  Interest expense                               (1,983)    (2,038)
  Other income                                      141        356
  Other expense                                     (67)       (51)
                                               ---------  --------- 
  Income (loss) before income taxes               1,620     (1,725)

  Provision (benefit) for income taxes              607       (681)
                                               ---------  ---------
  Net income (loss)                             $ 1,013    $(1,044)
                                               =========  =========            
  Net income (loss) per common share            $  0.10    $ (0.10)
                                               =========  =========             
  Weighted average number of common shares and            
    equivalent shares outstanding                10,035     10,000
                                               =========  =========
</TABLE>

            The accompanying notes are an integral part
              of the condensed financial statements.
 
                                     4
<PAGE>


<TABLE>
                       CONGOLEUM CORPORATION
                                 
                     STATEMENTS OF CASH FLOWS
                                 
                            (Unaudited)

<CAPTION>



                                                Three Months Ended
                                                     March 31,
                                               --------------------
                                                  1997        1996
                                                   (In thousands)

<S>                                            <C>         <C>                
Cash flows from operating activities:                       
  Net income (loss)                             $  1,013   $ (1,044)
  Adjustments to reconcile net income (loss)
  to net cash provided (used) by operating
  activities:
     Depreciation                                  2,337      1,901
     Amortization                                    266        257
     Changes in certain assets and liabilities:              
       Accounts and notes receivable              (5,632)    (1,611)
       Inventories                                (8,037)    (4,690)
       Prepaid expenses and other assets             526        131
       Accounts payable                           (2,165)    (5,662)
       Accrued expenses                            2,463     (5,706)
       Other liabilities                             470        (49)
                                                ---------  ---------
  Net cash used by operating activities           (8,759)   (16,473)
                                                ---------  --------- 
  Cash flows provided (used) by investing           
  activities:
     Capital expenditures                         (2,822)    (1,996)
     Purchase of short-term investments          (18,100)        --
     Maturities of short-term investments          8,900         --
                                                ---------  ---------
  Net cash used by investing activities          (12,022)    (1,996)
                                                ---------  ---------
  Cash flows from financing activities:                     
     Payments to reduce long-term debt              (550)        --
     Exercise of stock options                        26         --
     Purchase of treasury stock                       (9)        --
                                                ---------  ---------
  Net cash used by financing activities             (533)        --
                                                ---------  --------- 
Net decrease in cash and cash equivalents        (21,314)   (18,469)
Cash and cash equivalents:                                  
  Beginning of period                             30,629     40,103
                                                ---------  ---------
  End of period                                 $  9,315   $ 21,634
                                                =========  =========
</TABLE>

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

                                     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 three months ended March  31,  1997  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, 1996.


2.   Inventories

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

<TABLE>

<CAPTION>
                                        March 31,   December 31,
                                           1997         1996
                                       ----------  --------------              

<S>                                    <C>            <C> 
Finished goods                           $43,275       $34,920
Work-in-process                            3,563         2,089
Raw materials and supplies                 8,649        10,441
                                         --------      --------
                                         $55,487       $47,450
                                         ========      ========

</TABLE>

      If  the  FIFO  (first-in,  first-out)  method  of  inventory
accounting  (which  approximates  current  cost)  had  been  used,
inventories would have been approximately $1,346 and $2,027  lower
than   reported  at  March  31,  1997  and  December   31,   1996,
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  months  ended  March  31,  1997,  common   stock
equivalents have been included in the weighted average  number  of
shares  of  common stock outstanding and amounts to  approximately
38,000  shares.  For the three months ended March 31, 1996, 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 three month periods ending  March
31,  1997  and  1996, there is no difference between  primary  and
fully diluted net income per common share.

      In  February 1997, the Financial Accounting Standards  Board
(FASB) issued Statement of  Financial Accounting Standard No. 128,
"Earnings Per Share," which simplifies the calculation of earnings
per  share  (EPS)  and is effective for both  interim  and  annual
periods  ending  after December 15, 1997.  The  Statement  is  not
expected  to  have  a  material impact on the Company's  financial
statements.

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.

5.   Reclassifications

       For   comparison  purposes,  certain  amounts   have   been
reclassified to conform to the current year presentation.

                                     7
<PAGE>


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


Results of Operations
---------------------
Three  months  ended March 31, 1997 as compared  to  three  months
ended  March 31, 1996.

     Net sales for the first quarter of 1997 were $61.1 million as
compared  to  $54.1  million for the first  quarter  of  1996,  an
increase  of  $7.0  million or 12.9%.  This increase  was  due  to
generally  stronger  demand  in the residential  and  manufactured
housing  segments  than  in  the  first  quarter  of  1996.   Also
contributing  to  the  increase were sales to  new  customers  and
earlier  shipments  of  the Company's spring  season  new  product
introductions.

      Gross profit for the first quarter of 1997 was $18.2 million
compared  to  $13.9  million for the first  quarter  of  1996,  an
increase of $4.3 million.  As a percent of sales, gross profit was
29.9%  in the first quarter of 1997, as compared to 25.7%  in  the
first  quarter of 1996.  The increase in gross profits was due  to
both higher sales and improved gross profit margins.  Gross profit
margins   improved   primarily  due  to  increased   manufacturing
efficiency resulting from higher production volume and investments
in capital equipment.

      Selling,  general,  and administrative expenses  were  $15.2
million in the first quarter of 1997, up from $14.3 million in the
first quarter of 1996, primarily due to costs associated with  the
sales  increase.  As a percentage of sales, selling, general,  and
administrative expenses were 24.9% for the first quarter of  1997,
down from 26.3% for the first quarter of 1996, as a result of  the
higher  sales  which more than offset the related selling  expense
increase.

     Income from operations for the first quarter of 1997 was $3.0
million  (4.9% of net sales), compared to a loss of  $0.3  million
for  the first quarter of 1996, an increase of $3.3 million.   The
increase  resulted  from the higher level of  sales  and  improved
gross profit margins.

      Net  income for the first quarter of 1997 was $1.0  million,
compared to a loss of $1.0 million for the first quarter of  1996,
an increase of $2.1 million.


Liquidity and Capital Resources
-------------------------------
      Cash and cash equivalents, including short-term investments,
declined $12.1 million for the three months ended March 31,  1997,
to  $36.0  million.  Working capital at March 31, 1997  was  $62.7
million, up from $62.0 million at December 31, 1996.  The ratio of
current  assets to current liabilities at March 31, 1997 was  2.1,
unchanged  from  December 31, 1996.  The ratio of  debt  to  total
capital at March 31, 1997 was .39 compared to .40 at December  31,
1996.   Cash  used by operations was $8.8 million  for  the  first
quarter of 1997, compared to $16.5 million in the first quarter of
1996.

      Capital expenditures were $2.8 million for the first quarter
of  1997, but are expected to increase during the balance  of  the
year.  Total 1997 capital spending is budgeted to be approximately
$18 to $20  million.

                                     8
<PAGE>

      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 March  31,  1997,  $0.1
million  had  been expended on stock repurchases and $2.8  million
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
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 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:  May 8, 1997              By:/s/ Howard N. Feist III
                                --------------------------
                                       (signature)

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


                                     11

<PAGE>


                           EXHIBIT INDEX


Exhibit                                             Number
-------                                             ------
Computation of Per Share Earnings                     11


                                     12

<PAGE>