SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                   __________________________
                                
                            FORM 10-Q

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

     For the quarterly period ended June 30, 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 August 1, 1997
  ------------------------          -----------------------------       
    Class A Common Stock                      4,564,100
    Class B Common Stock                      5,255,000


                          Page 1 of 15
<PAGE>

                        CONGOLEUM CORPORATION
                                  
                                Index

                                                             Page
PART I.   FINANCIAL INFORMATION                              ----

Item 1.   Financial Statements:

          Balance Sheets as of June 30, 1997
          (unaudited) and December 31, 1996                    3

          Statements of Operations for the three and six
          months ended June 30, 1997 and 1996 (unaudited)      4

          Statements of Changes in Stockholders' Equity for 
          the year ended December 31, 1996 and the six months 
          ended June 30,  1997 (unaudited)                     5

          Statements of Cash Flows for the six months
          ended June 30, 1997 and 1996 (unaudited)             6

          Notes to Unaudited Condensed Financial Statements    7


Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations               9


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                   11

Item 2.   Changes in Securities                               11

Item 3.   Defaults Upon Senior Securities                     11

Item 4.   Submission of Matters to a Vote of Security Holders 11

Item 5.   Other Information                                   11

Item 6.   Exhibits and Reports on Form 8-K                    11

Signatures                                                    12

Exhibit Index                                                 13

                                2
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements


                        CONGOLEUM CORPORATION
                           BALANCE SHEETS

<TABLE>
<CAPTION>
                                               June 30,      December 31,
                                                 1997           1996
                                               (Unaudited)
                                                    (Dollars in thousands)
<S>                                            <C>           <C>
ASSETS                                                    
Current assets:                                           
  Cash and cash equivalents                     $   2,085     $  30,629
  Short-term investments                           24,600        17,500
  Accounts and notes receivable, net               21,015        18,886
  Inventories                                      66,673        47,450
  Prepaid expenses and other current assets           207         1,014
  Deferred income taxes                             2,874         2,874
                                                ---------     ---------
    Total current assets                          117,454       118,353
Property, plant and equipment, net                 83,653        78,313
Goodwill, net                                      12,467        12,683
Deferred income taxes                               3,068         3,068
Other noncurrent assets                             8,073         7,381
                                                ---------     ---------
    Total assets                                $ 224,715     $ 219,798
                                                =========     =========
                                                                          
LIABILITIES AND STOCKHOLDERS' EQUITY                                       
Current liabilities:                                                        
  Accounts payable                              $  15,195     $  19,935
  Accrued expenses                                 40,453        32,828
  Accrued income taxes                              1,503         1,663
  Deferred income taxes                             1,924         1,924
                                                ---------     ---------
    Total current liabilities                      59,075        56,350
Long-term debt                                     86,925        87,750
Other liabilities                                  20,830        19,401
Noncurrent pension liability                       12,632        12,381
Accrued postretirement benefit obligation          10,249        10,249
                                                ---------     ---------
    Total liabilities                             189,711       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                             
 4,583,000 and 4,645,500 shares as of June 30,                           
 1997 and December 31, 1996                            47            47 
Class B common stock, par value $0.01 per                               
 share; 5,255,000 and 5,350,000 shares                                  
 authorized, issued and outstanding as of                                
 June 30, 1997 and December 31, 1996                   52            53
Additional paid-in capital                         54,194        55,172
Retained deficit                                  (16,444)      (19,561)
Minimum pension liability adjustment               (1,995)       (1,995)
Common stock held in Treasury, at cost; 75,000                            
 shares at June 30, 1997 and 4,500 shares at                               
 December 31, 1996                                   (850)          (49)
                                                ----------    ---------
    Total stockholders' equity                     35,004        33,667
                                                ----------    ---------
    Total liabilities and stockholders'equity   $ 224,715     $ 219,798
                                                ==========    =========
</TABLE>

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

                                3
<PAGE>

                        CONGOLEUM CORPORATION
                                  
                      STATEMENTS OF OPERATIONS
                                  
                             (Unaudited)

<TABLE>
<CAPTION>
                                Three Months Ended      Six Months Ended
                                      June 30,              June 30,
                               --------------------    -------------------
                                  1997       1996        1997       1996
                                         (In thousands, except
                                            per share amounts)
<S>                            <C>        <C>         <C>        <C>
Net sales                       $  64,909  $  74,380   $ 125,992  $ 128,498
Cost of sales                      45,104     49,324      87,946     89,507
Selling, general and                                                       
 administrative expenses           15,843     15,641      31,060     29,901
                                ---------  ---------   ---------  ---------
    Income from operations          3,962      9,415       6,986      9,090
Other income (expense):                                                     
  Interest income                     454        356         959        689
  Interest expense                 (1,616)    (2,044)     (3,599)    (4,082)
  Other income                        671        308         812        664
  Other expense                      (107)       (19)       (174)       (70)
                                ---------  ---------   ---------  ---------
    Income before income taxes      3,364      8,016       4,984      6,291
  Provision for income taxes        1,260      3,166       1,867      2,485
                                ---------  ---------   ---------  ---------
    Net income                  $   2,104  $   4,850   $   3,117  $   3,806
                                =========  =========   =========  =========
    Net income per common 
     share                      $    0.21  $    0.48   $    0.31  $    0.38
                                =========  =========   =========  =========
                                                                            
    Weighted average number of                                              
     common shares and                                                      
     equivalent shares                                                      
     outstanding                    9,944     10,000       9,990     10,000
                                =========  =========   =========  =========

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

                                4
<PAGE>

                        CONGOLEUM CORPORATION
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                       (Dollars in thousands)
                             (Unaudited)
                                  
<TABLE>
<CAPTION>
                                                                 
                              Common Stock                                Minimum                                           
                             par value $0.01   Additional                 Pension                                               
                             ---------------     Paid-in     Retained    Liability   Treasury
                             Class A  Class B    Capital      Deficit    Adjustment    Stock        Total
                             -------  -------   ---------    ---------   ----------  --------     --------
<S>                         <C>      <C>       <C>          <C>         <C>         <C>         <C>       
Balance, December 31, 1995   $   47   $   53    $  55,172    $ (31,658)  $  (1,012)              $  22,602
                             =======  =======   =========    =========   ==========               ======== 
                                                                                                          
Purchase of treasury stock                                                           $    (49)         (49)
                                                                                                           
Minimum pension liability                                                                                 
 Adjustment, net of tax                                                                                    
 benefit                                                                      (983)                   (983)
                                                                                                           
Net income                                                      12,097                              12,097
                             -------  -------   ---------    ---------   ----------  --------    ---------
Balance, December 31, 1996       47       53       55,172      (19,561)     (1,995)       (49)      33,667
                             -------  -------   ---------    ---------   ----------  --------    ---------                   
                                                                                                             
Purchase of treasury stock                                                               (801)        (801)
                                                                                                            
Purchase and retirement of                                                                                 
 Class B Common Stock                     (1)      (1,004)                                          (1,005)        
                                                                                                              
Exercise of stock options                              26                                               26   
                                                                                                             
Net income                                                       3,117                               3,117
                             -------  -------   ---------    ---------   ----------  --------    ---------
Balance, June 30, 1997       $   47   $   52    $  54,194    $ (16,444)  $  (1,995)  $   (850)   $  35,004 
                             =======  =======   =========    =========   ==========  ========    =========         
                                  
</TABLE>
                                  
             The accompanying notes are an integral part
               of the condensed financial statements.

                                5
<PAGE>

                        CONGOLEUM CORPORATION
                                  
                      STATEMENTS OF CASH FLOWS
                                  
                             (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months Ended
                                                            June 30,
                                                       ------------------
                                                         1997        1996
                                                         (In thousands)
<S>                                                  <C>         <C>
Cash flows from operating activities:                       
  Net income                                          $  3,117    $  3,806
  Adjustments to reconcile net income to net cash                          
   provided (used) by operating activities:                                
    Depreciation                                         4,672       3,849
    Amortization                                           527         513
    Gain on disposal of property, plant and equipment     (196)         --
    Changes in certain assets and liabilities:                            
       Accounts and notes receivable                    (2,129)     (5,272)
       Inventories                                     (19,223)     (6,020)
       Prepaid expenses and other assets                   807         238
       Accounts payable                                 (4,740)     (2,736)
       Accrued expenses                                  7,543       7,917
       Other liabilities                                   681          45
                                                      --------    -------- 
  Net cash provided (used) by operating activities      (8,941)      2,340 
                                                      --------    --------
  Cash flows from investing activities:                                   
    Capital expenditures                               (10,142)     (4,356)
    Proceeds from sale of property, plant and                              
     equipment                                             244          --
    Purchase of short-term investments                 (28,800)    (27,500)
    Maturities of short-term investments                21,700          --
                                                      --------    --------
  Net cash used by investing activities                (16,998)    (31,856)
                                                      --------    --------
  Cash flows from financing activities:                                        
    Payments to reduce long-term debt                     (825)         --
    Exercise of stock options                               26          --
    Purchase and retirement of Class B stock            (1,005)         --
    Purchase of treasury stock                            (801)        (49)
                                                      --------    --------
  Net cash used by financing activities                 (2,605)        (49)
                                                      --------    --------
Net decrease in cash and cash equivalents              (28,544)    (29,565)
Cash and cash equivalents:                                                   
  Beginning of period                                   30,629      40,103
                                                      --------    --------
  End of period                                       $  2,085    $ 10,538
                                                      ========    ========

</TABLE>

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

                                6
<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  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 six months  ended  June
30,  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>
                                         June 30,     December 31,
                                           1997           1996
                                         --------     ------------
<S>                                    <C>            <C>          
         Finished goods                 $  52,130      $  34,920
         Work-in-process                    6,355          2,089
         Raw materials and supplies         8,188         10,441
                                        ---------      ---------
                                        $  66,673      $  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 $1,357 and  $2,027  lower
than reported at June 30, 1997 and December 31, 1996, respectively.

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  six  months  ended  June  30,  1997,  common  stock
equivalents  have  been included in the weighted average  number  of

                                7
<PAGE>

shares of common stock outstanding and amount to approximately 2,000
and  20,000 shares respectively.  For the three and six months ended
June  30,  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  June  30,  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 currently-owned  and
previously-owned facilities.  The contingencies also include  claims
for  personal  injury and/or property damage.  The exact  amount  of
such  future costs and timing of payments are indeterminable due  to
such  unknown factors as the magnitude of clean-up costs, the timing
and  extent  of  the  remedial actions that  may  be  required,  the
determination  of  the Company's liability in  proportion  to  other
potentially  responsible parties and the extent to which  any  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.

                                8
<PAGE>

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

RESULTS OF OPERATIONS
---------------------
Three  and  six months ended June 30, 1997 as compared to three  and
 six months ended June 30, 1996.

      Net sales for the second quarter of 1997 were $64.9 million as
compared to $74.4 million for the second quarter of 1996, a decrease
of  $9.5 million or 12.7%.  Year-to-date net sales for the first six
months  of  1997 were $126.0 million, a decrease of $2.5 million  or
2.0% from the first six months of 1996.  Second quarter net sales in
1997  were  negatively affected by weak retail demand.  In addition,
during  the  quarter  ended June 30, 1997 the  Company  was  in  the
process  of  building  inventory  in  preparation  for  an  extended
shutdown to refurbish a major production line.  As a result, it  was
limited  in  its  ability  to stimulate sales  with  promotions  and
specials.

      Gross profit for the second quarter of 1997 was $19.8 million,
down  $5.3 million from $25.1 million in the second quarter of 1996.
Gross profit as a percent of net sales in the second quarter of 1997
was 30.5%, compared to 33.7% in the second quarter of 1996.  Year-to-
date gross profit for the first six months of 1997 was $38.0 million
(30.2%  of net sales), down from $39.0 million (30.3% of net  sales)
in  the first six months of 1996.  For 1997 second quarter and first
half gross profit was lower than the comparable periods in 1996  due
to  lower  net sales, competitive pricing pressures, and higher  raw
material   costs,   which  offset  improvements   in   manufacturing
efficiency.

      Selling, general, and administrative costs increased  by  $0.2
million or 1.3% to $15.8 million in the second quarter of 1997  from
$15.6  million in the second quarter of 1996.  As a percent  of  net
sales, selling, general, and administrative costs were 24.4% for the
second  quarter  of 1997 and 21.0% for the second quarter  of  1996.
Year-to-date  selling, general and administrative expenses  for  the
first  six  months of 1997 were $31.1 million (24.7% of net  sales),
compared  to  $29.9 million (23.3% of net sales) in the same  period
last  year.  The increase in operating expenses is primarily due  to
increased investment in retail displays.

      Income from operations for the second quarter of 1997 was $4.0
million (6.1% of net sales), compared to $9.4 million (12.7% of  net
sales)  for the second quarter of 1996, a decrease of $5.5  million,
or  57.9%.   This decline was due to the lower net sales  and  gross
profit  margins  during the second quarter  of  1997.   Income  from
operations  for  the  six months ended June 30,  1997  totaled  $7.0
million, $2.1 million lower than the same period in 1996.

      Net  income  for the second quarter of 1997 was $2.1  million,
compared to  $4.8 million for the second quarter of 1996, a decrease
of $2.7 million, reflecting the lower income from operations, partly
offset by higher royalty income and lower interest expense.  For the
six  months  ended June 30, 1997, net income was $3.1 million,  $0.7
million lower than net income in the first half of 1996.

                                9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
      Cash  and  cash equivalents, including short-term investments,
declined  $21.4 million for the six months ended June 30,  1997,  to
$26.7  million.  Working capital at June 30, 1997 was $58.4 million,
down  from $62.0 million at December 31, 1996.  The ratio of current
assets  to  current liabilities at June 30, 1997  was  2.0  to  1.0,
compared to 2.1 to 1.0 at December 31, 1996.  The ratio of  debt  to
total capital at June 30, 1997 was .39 to 1.0 compared to .40 to 1.0
at  December 31, 1996.  Cash used by operations was $8.9 million for
the  first  half of 1997, compared to cash generated from operations
of $2.3 million in the first half of 1996.

     In June 1997, the Company shut down its largest production line
for a substantial upgrading that is expected to take several months.
Inventories  at  June  30, 1997 were $19.2 million  higher  than  at
December  31, 1996, reflecting the additional material  produced  in
preparation for this shutdown.  This is the primary reason  for  the
lower  cash  from operations when compared to the same  period  last
year.  The bulk of this additional inventory is expected to be  sold
by the end of 1997.  Capital expenditures were $10.1 million for the
first  half  of  1997, and are expected to continue  at  that  level
during  the  balance  of  the  year,  with  full  year  expenditures
projected to be $20 million.

      During  1996, the Company's Board of Directors authorized  the
repurchase  of  $5  million of the Company's common  stock  and  $10
million of its 9% senior notes.  At June 30, 1997, $1.9 million  had
been  expended  on  stock  repurchases and  $3.1  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
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.

                                10
<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:

                     At  the Annual Meeting of Stockholders held  on
               May 12, 1997, the following actions were taken:

                     Two  nominees were elected as Class A Directors
               who  will  hold  office until the Annual  Meeting  of
               Stockholders  in 2000 and until their successors  are
               duly elected and qualify.

               Name                  Votes For  Instructed   Votes Withheld
               ----                  ---------  ----------   --------------
                                                           
               William M. Marcus     14,829,171     323         202,231
               C. Barnwell Straut    14,829,494      --         202,231

                    The following persons are the other directors of
               the  Company  whose  term of  office  as  a  director
               continued after the meeting:
               
               
                       Cyril C. Baldwin, Jr.    Roger S. Marcus
                       John N. Irwin III        Richard G. Marcus
                       Mark N. Kaplan           William M. Marcus

                     An amendment to the Company's 1995 Stock Option
               Plan  to increase the number of shares authorized  to
               be  issued  thereunder from 550,000  to  800,000,  an
               increase of 250,000 shares, was approved.
               
                Votes For   Votes Against   Abstain   Broker Non-Votes
                ---------   -------------   -------   ----------------
                                                     
                14,317,738     183,060       29,245        501,682

          Item 5.   Other Information:  None

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

                     (a)   Exhibits: 11.  Computation of Per Share Earnings
                                     27.  Financial Data Schedule

                     (b)  Reports on Form 8-K:   None
          
                                11
<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: August 6, 1997                    By: /s/ Howard N. Feist III
                                          -------------------------
                                          Howard N. Feist III
                                          Sr. Vice President - Finance
                                          (Principal Financial &
                                            Accounting Officer)

                               12
<PAGE>

                            EXHIBIT INDEX


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

Financial Data Schedule                                   27

                                13
<PAGE>