SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                        FOR ANNUAL AND TRANSITION REPORTS
                        PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

      For the fiscal year ended December 31, 2000

                                       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)

                             3500 Quakerbridge Road
                                  P.O. Box 3127
                           Mercerville, NJ 08619-0127
                    (Address of Principal Executive Offices)
                        Telephone number: (609) 584-3000
              (Registrant's telephone number, including area code)

               Securities Registered Pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange on
      Title of Each Class                               Which Registered
      -------------------                               ----------------
Class A Common Stock, par value $.01 per share     American Stock Exchange, Inc.

        Securities Registered Pursuant to Section 12(g) of the Act: None


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<PAGE>

      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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. |X|

      As of March 5, 2001, the aggregate market value of all shares of Class A
Common Stock held by non-affiliates of the Registrant was approximately $7.3
million based on the closing price ($2.10 per share) on the American Stock
Exchange. For purposes of determining this amount, affiliates are defined as
directors and executive officers of the Registrant, American Biltrite Inc. and
Hillside Capital Incorporated. All of the shares of Class B Common Stock of the
Registrant are held by affiliates of the Registrant. As of March 5, 2001, an
aggregate of 3,651,190 shares of Class A Common Stock and an aggregate of
4,608,945 shares of Class B Common Stock of the Registrant were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Part II.    Portions of Congoleum Corporation's Annual Report to
                  Shareholders for the year ended December 31, 2000

      Part III.   Portions of the Congoleum Corporation's Proxy Statement for
                  the Annual Meeting of Shareholders to be held on May 8, 2001

      Some of the information presented in or incorporated by reference in this
report constitutes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Although the Registrant
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 Registrant, (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 Registrant's facilities
or distributors, (v) the future cost and timing of payments associated with
environmental, product and general liability claims, and (vi) changes in
distributors of the Company's products.


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<PAGE>

                                     PART I

Item 1. BUSINESS

      Congoleum Corporation (the "Company") was incorporated in Delaware in
1986, but traces its history in the flooring business back to Nairn Linoleum Co.
which began in 1886. On March 11, 1993 (effective on February 28, 1993), the
business and assets of the Company and those of the Amtico Tile Division of
American Biltrite Inc. (the "Tile Division") were combined (the "Acquisition").
The Acquisition was effected through the organization of a new corporation,
Congoleum Holdings Incorporated ("Congoleum Holdings"), to which Hillside
Industries Incorporated ("Hillside Industries") contributed all of the
outstanding capital stock of Resilient Holdings Incorporated ("Resilient"), the
owner of all of the outstanding capital stock of the Company, and to which
American Biltrite Inc. ("American Biltrite") contributed the assets and certain
liabilities of the Tile Division. Upon consummation of the Acquisition,
Congoleum Holdings owned all of the outstanding capital stock of Resilient,
which, in turn, owned all of the outstanding capital stock of the Company, and
the Company owned the Tile Division. The assets and liabilities comprising the
Tile Division which were acquired by the Company in the Acquisition are held
directly by the Company. On February 8, 1995, the Company completed a public
offering of 4,650,000 shares of Class A Common Stock (the "Offering"). Upon
completion of the Offering, the Company implemented a Plan of Repurchase
pursuant to which its two-tiered holding company ownership structure was
eliminated through the merger of Congoleum Holdings with and into the Company,
with the Company as the surviving corporation.

      Congoleum produces both sheet and tile floor covering products with a wide
variety of product features, designs and colors. Sheet flooring, in its
predominant construction, is produced by applying a vinyl gel to a flexible
felt, printing a design on the gel, applying a wearlayer, heating the gel layer
sufficiently to cause it to expand into a cushioned foam and, in some products,
adding a high-gloss coating. The Company also produces through-chip inlaid
products for both residential and commercial markets. These products are
produced by applying an adhesive coat and solid vinyl colored chips to a felt
backing and laminating the sheet under pressure with a heated drum. Tile
flooring is manufactured by creating a base stock (consisting primarily of
limestone and vinyl resin) which is less flexible than the backings for sheet
flooring, and transferring or laminating to it preprinted colors and designs
followed by a wearlayer and a urethane coating in some cases. Commercial tile is
manufactured by including colored vinyl chips in the pigmented base stock. For
do-it-yourself tile, an adhesive is applied to the back of the tile. The
differences between products within each of the two product lines consist
primarily of content and thickness of wearlayers and coatings, the use of
chemical embossing to impart a texture, the complexity of designs and the number
of colors. Congoleum also purchases wood laminates, sundries, and accessory
products for resale.

Raw Materials

      The principal raw materials used in the manufacture of sheet and tile
flooring are vinyl resins, plasticizers, latex, limestone, stabilizers,
cellulose paper fibers, urethane and transfer print


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<PAGE>

paper. Most of these raw materials are purchased from multiple sources. The
Company has had no difficulty in obtaining its requirements for these materials,
although significant price increases in certain materials have been experienced
at times.

      The Company believes that alternative suppliers are available for
substantially all of its raw material requirements. However, the Company does
not have readily available alternative sources of supply for specific designs of
transfer print paper, which are produced utilizing print cylinders engraved to
the Company's specifications. Although no loss of this source of supply is
anticipated, replacement could take a considerable period of time and interrupt
production of certain products. The Company maintains a raw material inventory
and has an ongoing program to develop new sources which will provide continuity
of supply for its raw material requirements.

Patents and Trademarks

      The Company believes that the Congoleum brand name, as well as the other
trademarks it holds, are important to maintaining competitive position. In 1993,
the Company sold the rights to the Amtico trademark in the United States and
began selling tile under the Congoleum brand name.

      The Company also believes that patents and know-how play an important role
in maintaining competitive position. In particular, the Company utilizes a
proprietary transfer printing process for certain tile products that it believes
produces visual effects that only one other competitor is presently able to
duplicate.

Distribution

      The Company currently sells its products through approximately 25
distributors providing approximately 88 distribution points in the United States
and Canada, as well as directly to a limited number of mass market retailers.
The sales pattern is seasonal, with peaks in retail sales typically occurring
during March/April/May and September/October. Orders are generally shipped as
soon as a truckload quantity has been accumulated, and backorders can be
canceled without penalty. At December 31, 2000, the backlog of unshipped orders
was $5.5 million, compared to $7.3 million at December 31, 1999.

      The Company considers its distribution network very important to
maintaining competitive position. While most of its distributors have marketed
the Company's products for many years, replacements are necessary periodically
to maintain the strength of the distribution network. Although the Company has
more than one distributor in some of its distribution territories and actively
manages its credit exposure to its customers, the loss of a major customer could
have a materially adverse impact on the Company's sales, at least until a
suitable replacement was in place. For the year ended December 31, 2000, two
customers each accounted for over 10% of the Company's sales. These customers
were its distributor to the manufactured housing market, LaSalle-Bristol, and
its distributor in the Western U.S., LDBrinkman & Co. Together, they accounted
for 44% of the Company's net sales in 2000.


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<PAGE>

      On September 25, 2000 the Company announced the appointment of Mohawk
Industries, Inc. as a distributor of its products throughout the continental
United States effective November 1, 2000. The Company also announced it would be
phasing out its distribution arrangements with LDBrinkman & Co.

Working Capital

      The Company produces goods for inventory and sells on credit to customers.
Generally, the Company's distributors carry inventory as needed to meet local or
rapid delivery requirements. Credit sales are typically subject to a discount if
paid within terms.

Product Warranties

      The Company offers a limited warranty on all of its products against
manufacturing defects. In addition, as a part of efforts to differentiate mid
and high-end products through color, design and other attributes, the Company
offers enhanced warranties with respect to wear, moisture discoloration and
other performance characteristics which increase with the price points of such
products.

Competition

      The market for the Company's products is highly competitive. Resilient
sheet and tile compete for both residential and commercial customers primarily
with carpeting, hardwood, melamine laminate and ceramic tile. In residential
applications, both tile and sheet products are used primarily in kitchens,
bathrooms, laundry rooms and foyers and, to a lesser extent, in playrooms and
basements. Ceramic tile is used primarily in kitchens, bathrooms and foyers.
Carpeting is used primarily in bedrooms, family rooms and living rooms. Hardwood
flooring and melamine laminate are used primarily in family rooms, foyers and
kitchens. Commercial grade resilient flooring faces substantial competition from
carpeting, ceramic tile, rubber tile, hardwood flooring and stone in commercial
applications. The Company believes, based upon its market research, that
purchase decisions are influenced primarily by fashion elements such as design,
color and style, durability, ease of maintenance, price and ease of
installation. Both tile and sheet resilient flooring are easy to replace for
repair and redecoration and, in the Company's view, have advantages over other
floor covering products in terms of both price and ease of installation and
maintenance.

      The Company encounters competition from domestic and, to a much lesser
extent foreign manufacturers. Certain of the Company's competitors, including
Armstrong in the resilient category, have substantially greater financial and
other resources than the Company.

Research and Development

      The Company's research and development efforts concentrate on new product
development, trying to increase product durability and expanding technical
expertise in the manufacturing process. Expenditures for research and
development for the year ended December 31, 2000 were $4.3 million,
respectively.


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<PAGE>

compared to $4.2 million and $3.8 million for the years ended December 31, 1999
and 1998,


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<PAGE>

Environmental Regulation

      Due to the nature of the Company's business and certain of the substances
which are or have been used, produced or discharged by the Company, the
Company's operations are subject to extensive federal, state and local laws and
regulations relating to the generation, storage, disposal, handling, emission,
transportation and discharge into the environment of hazardous substances. The
Company, pursuant to administrative consent orders signed in 1986 and in
connection with a prior restructuring, is in the process of implementing cleanup
measures at its Trenton sheet facility under New Jersey's Environmental Clean-up
Responsibility Act, as amended by the New Jersey Industrial Site Recovery Act.
The Company does not anticipate that the additional costs of these measures will
be material. In connection with the Acquisition of the Tile Division, American
Biltrite signed a similar consent order with respect to the Trenton tile
facility, and the Company agreed to be financially responsible for any cleanup
measures required. In 2000, the Company incurred capital expenditures of
approximately $6,000 for environmental compliance and control facilities.

      The Company has historically expended substantial amounts for compliance
with existing environmental laws and regulations, including those matters
described above. The Company will continue to be required to expend amounts in
the future, due to the nature of historic activities at its facilities, to
comply with existing environmental laws, and those amounts may be substantial
but should not, in the Company's judgment, have a material adverse effect on the
financial position of the Company. Because environmental requirements have grown
increasingly strict, however, the Company is unable to determine the ultimate
cost of compliance with environmental laws and enforcement policies.

Employees

      At December 31, 2000, the Company employed a total of 1,159 personnel
compared to 1,277 employees at December 31, 1999.

      The Company has entered into collective bargaining agreements with hourly
employees at three of its plants and with the drivers of the trucks that provide
interplant transportation. These agreements cover approximately 640 of the
Company's employees. The Trenton tile plant has a five-year collective
bargaining agreement which expires in May 2003. The Marcus Hook plant has a
five-year collective bargaining agreement which expires in November 2003. The
Trenton sheet plant has a five-year collective bargaining agreement which
expires in February 2006. The Finksburg plant has no union affiliation. In the
past five years, there have been no significant strikes by employees at the
Company and the Company believes that its employee relations are satisfactory.

Executive Officers of the Registrant

       The following information is furnished with respect to each of the
executive officers of the Company, each of whom is elected by and serves at the
pleasure of the Board of Directors. The business experience shown for each
officer has been his principal occupation for at least the past five years. Ages
are shown as of February 1, 2001.


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<PAGE>

Roger S. Marcus (Age 55)

Roger S. Marcus has been a Director and President and Chief Executive Officer of
the Company since 1993, and Chairman since 1994. Mr. Marcus is also a Director
(since 1981), Chairman of the Board (since 1992) and Chief Executive Officer
(since 1983) of American Biltrite. From 1983 to 1992, Mr. Marcus served as Vice
Chairman of the Board of American Biltrite.

Richard G. Marcus (Age 53)

Richard G. Marcus has been Vice Chairman of the Company since 1994 and a
Director since 1993. Mr. Marcus is also a Director (since 1982) and President
(since 1983) and Chief Operating Officer (since 1992) of American Biltrite.

Robert N. Agate (Age 56)

Robert N. Agate has been Executive Vice President of the Company since 1998.
Prior thereto, he was Senior Vice President - Manufacturing of the Company since
1993, and was Vice President of Manufacturing of the Tile Division of American
Biltrite (since 1981).

David W. Bushar (Age 54)

David W. Bushar has been Senior Vice President - Manufacturing of the Company
since 1998. Prior thereto, he was Manager, Technical Services since 1997 and as
Plant Manager of the Company's Trenton, New Jersey sheet facility since 1993.

Michael L. Dumont (Age 46)

Michael L. Dumont has been Senior Vice President - Sales of the Company since
1999. Prior thereto, he had served as Regional Sales Manager - Southwest
Territory (since 1995) and Regional Manager - Western Territory (since 1991).

Howard N. Feist III (Age 44)

Howard N. Feist III has been Chief Financial Officer and Secretary of the
Company since 1988. Mr. Feist is also Vice President - Finance and Chief
Financial Officer of American Biltrite (since January 2000).

Dennis P. Jarosz (Age 55)

Dennis P. Jarosz has been Senior Vice President - Marketing since 1995. Prior
thereto, he had served as Vice President - Marketing since 1993 and Vice
President - Sales & Marketing of the Tile Division of American Biltrite (since
1986).


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<PAGE>

Sidharth Nayar (Age 40)

Sidharth Nayar has been Senior Vice President - Finance of the Company since
1999. Prior thereto, he had served as Vice President - Finance since 1998 and
Vice President - Controller since 1994.

Thomas A. Sciortino (Age 54)

Thomas A. Sciortino has been Senior Vice President - Administration of the
Company since 1993. Prior thereto, he was Vice President - Finance of the Tile
Division of American Biltrite (since 1982).

Merrill M. Smith (Age 75)

Merrill M. Smith has been Senior Vice President - Technology of the Company
since 1993. Prior thereto, he was Vice President - Technology of American
Biltrite (since 1985).


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<PAGE>

Item 2.   PROPERTIES

      The Company owns four manufacturing facilities located in Maryland,
Pennsylvania and New Jersey and leases corporate and marketing offices in
Mercerville, New Jersey, as well as storage space in Trenton, New Jersey, which
are described below:

   Location                  Owned/Leased  Usage                Square Feet
   --------                  ------------  -----                -----------
   Finksburg, MD             Owned         Felt                   107,000
   Marcus Hook, PA           Owned         Sheet Flooring       1,000,000
   Trenton, NJ               Owned         Sheet Flooring       1,050,000
   Trenton, NJ               Owned         Tile Flooring          282,000
   Trenton, NJ               Leased        Warehousing            111,314
   Mercerville, NJ           Leased        Corporate Offices       47,082

      The Finksburg facility consists primarily of a 16-foot wide felt
production line.

      The Marcus Hook facility is capable of manufacturing rotogravure printed
sheet flooring in widths of up to 16 feet. Major production lines at this
facility include a 12-foot wide oven, two 16-foot wide ovens, a 12-foot wide
printing press and a 16-foot wide printing press.

      The Trenton sheet facility is capable of manufacturing rotogravure printed
and through-chip inlaid sheet products in widths up to 6 feet. Major production
lines, all six-foot wide, include an oven, a rotary laminating line and a press.
The examination, packing and warehousing of all sheet products (except products
for the manufactured housing segment) occur at the Trenton plant distribution
center.

      The Trenton tile facility consists of three major production lines, a
four-foot wide commercial tile line, a two-foot wide residential tile line and a
one-foot wide residential tile line.

      Productive capacity and extent of utilization of the Company's facilities
are dependent on a number of factors, including the size, construction, and
quantity of product being manufactured, some of which also dictate which
production line(s) must be utilized to make a given product. The Company's major
production lines were operated an average of 64% of the hours available on a
five-day, three-shift basis in 2000, with the corresponding figure for
individual production lines ranging from 2% to 104%.

      Although many of the Company's manufacturing facilities have been
substantially depreciated, the Company has generally maintained and improved the
productive capacity of these facilities over time through a program of regular
capital expenditures. The Company considers its manufacturing facilities to be
adequate for its present and anticipated near-term production needs.


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<PAGE>

Item 3.   LEGAL PROCEEDINGS

      The Company is named, together with a large number (in most cases,
hundreds) of other companies, as a potentially responsible party ("PRP") in
pending proceedings under the federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), as amended, and similar state laws.
In two instances, although not named as a PRP, the Company has received a
request for information. These pending proceedings currently relate to seven
disposal sites in New Jersey, Pennsylvania, Maryland, Connecticut and Delaware
in which recovery from generators of hazardous substances is sought for the cost
of cleaning up the contaminated waste sites. The Company's ultimate liability in
connection with those sites depends on many factors, including the volume of
material contributed to the site, the number of other PRPs and their financial
viability, the remediation methods and technology to be used and the extent to
which costs may be recoverable from insurance. However, under CERCLA, and
certain other laws, as a PRP, the Company can be held jointly and severally
liable for all environmental costs associated with a site.

      The most significant exposure to which the Company has been named a PRP
relates to a recycling facility site in Elkton, Maryland. Two removal actions
were substantially complete as of December 31, 1998, however, the groundwater
remediation phase has not begun and the remedial investigation/feasibility study
related to the groundwater remediation has not been approved. The PRP group
estimated that future costs of groundwater remediation would be approximately
$26 million of which, based on waste allocations amongst members of the PRP
group, Congoleum's share was estimated to be approximately 5.5%. At December 31,
2000, the Company believes its probable liability, which has been recorded in
other liabilities, based on present facts and circumstances, to be approximately
$1.5 million. A corresponding insurance receivable of $1.2 million has been
recorded in other noncurrent assets. No other PRP sites are material on an
individual basis.

      The Company also accrues remediation costs for certain of the Company's
owned facilities on an undiscounted basis. Estimated total cleanup costs,
including capital outlays and future maintenance costs for soil and groundwater
remediation are primarily based on engineering studies.

      Although there can be no assurance, the Company anticipates that these
matters will be resolved over a period of years for amounts (including legal
fees and other defense costs) which the Company believes based on current
estimates of liability and, in part, on insurance coverage, and based on advice
from counsel, will not have a material adverse effect on the financial position
of the Company.

      Asbestos-Related Liabilities: The Company is one of many defendants in
approximately 1,754 pending claims (including workers' compensation cases)
involving approximately 12,079 individuals as of December 31, 2000, alleging
personal injury from exposure to asbestos or asbestos-containing products. There
were 670 claims at December 31, 1999 that involved approximately 6,246
individuals. Activity related to asbestos claims during the years ended December
31, 2000 and 1999 was as follows:


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                                             2000         1999
   ----------------------------------------------------------------

   Claims at Jan. 1................           670           657
   New Claims......................         1,302           247
   Settlements.....................           (76)          (48)

   Dismissals......................          (142)         (186)
   ----------------------------------------------------------------

   Claims at Dec. 31...............         1,754           670
   ----------------------------------------------------------------

      The total indemnity costs incurred to settle claims during 2000 and 1999
were $3.9 million and $2.9 million, respectively, which were paid by the
Company's insurance carriers, as were the related defense costs. Costs per claim
vary depending on a number of factors, including the nature of the alleged
exposure and the jurisdiction where the claim was litigated. As of December 31,
2000, the Company has incurred asbestos-related claims of $10.2 million, to
resolve claims of over 33,000 claimants, all of which have been paid by the
Company's insurance carriers. The average indemnity cost per resolved claimant
is $310. Over 98% of claims incurred by the Company have settled, on average,
for amounts less than $100 per claimant.

      Nearly all claims allege that various diseases were caused by exposure to
asbestos-containing products, including sheet vinyl and resilient tile
manufactured by the Company (or, in the workers' compensation cases, exposure to
asbestos in the course of employment with the Company). The Company discontinued
the manufacture of asbestos-containing sheet vinyl products in 1983 and
asbestos-containing tile products in 1974. In general, governmental authorities
have determined that asbestos-containing sheet and tile products are nonfriable
(i.e., cannot be crumbled by hand pressure) because the asbestos was
encapsulated in the products during the manufacturing process. Thus,
governmental authorities have concluded that these products do not pose a health
risk when they are properly maintained in place or properly removed so that they
remain nonfriable. The Company has issued warnings not to remove
asbestos-containing flooring by sanding or other methods that may cause the
product to become friable.

      The Company regularly evaluates its estimated liability to defend and
resolve current and reasonably anticipated future asbestos-related claims. It
reviews, among other things, recent and historical settlement and trial results,
the incidence of past and recent claims, the number of cases pending against it,
and asbestos litigation developments that may impact the exposure of the
Company. One such development, the declarations of bankruptcy by several
companies that are typically lead defendants in asbestos-related cases, may have
negatively impacted the Company's claim experience. The estimates developed are
highly uncertain due to the limitations of the available data and the difficulty
of forecasting the numerous variables that can affect the range of the
liability.

      During the fourth quarter of fiscal 2000, the Company updated its
evaluation of the range of potential defense and indemnity costs for
asbestos-related liabilities and the insurance coverage in


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<PAGE>

place to cover these costs. As a result of the Company's analysis, the Company
has determined that its range of probable and estimable losses for
asbestos-related claims through the year 2049 is $35.1 million to $161.3 million
before considering the effects of insurance recoveries and before discounting to
present value. As discussed previously, it is very difficult to forecast a
liability for the Company's ultimate exposure for asbestos-related claims as
there are multiple variables that can affect the timing, severity, and quantity
of claims. As such, the Company has concluded that no amount within that range
is more likely than any other, and therefore has determined that the amount of
the gross liability it should record for asbestos-related claims is equal to
$35.1 million in accordance with generally accepted accounting principles.

      For a majority of the period that Congoleum produced asbestos-containing
products, the Company purchased primary and excess insurance policies that cover
bodily injury asbestos claims. The company believes that it has in excess of $1
billion primary and excess insurance coverage available as of December 31, 2000
to cover asbestos-related claims. To date, all claims and defense costs have
been paid through primary insurance coverage, and the Company anticipates that
primary insurance coverage will continue to cover these costs in the near
future.

      The same factors that affect developing forecasts of potential defense and
indemnity costs for asbestos-related liabilities also affect estimates of the
total amount of insurance that is probable of recovery, as do a number of
additional factors. These additional factors include the financial viability of
some of the insurance companies, the method in which losses will be allocated to
the various insurance policies and the years covered by those policies, and how
legal and other loss handling costs will be covered by the insurance policies.

      The Company has determined, based on its review of its insurance policies
and the advice of legal counsel, that approximately $20 million of the estimated
$35 million gross liability is highly probable of recovery. This determination
was made after considering the terms of the available insurance coverage and the
financial viability of the insurance companies. The Company believes that the
criteria to offset the estimated gross liability with this highly probable
insurance recovery, as defined by generally accepted accounting principles, have
been met. The balance of the estimated gross liability of $15 million has been
reflected in the balance sheet as a long-term liability. The Company has also
recorded in the balance sheet an insurance receivable of $7 million that
represents an estimate of probable insurance recoveries that do not qualify for
offsetting against the gross liability. This insurance receivable has been
recorded in other long-term assets.

      Since many uncertainties exist surrounding asbestos litigation, the
Company will continue to evaluate its asbestos-related estimated liability and
corresponding estimated insurance assets as well as the underlying assumptions
used to derive these amounts. It is reasonably possible that the Company's total
exposure to asbestos-related claims may be greater than the recorded liability
and that insurance recoveries may be less than the recorded asset. These
uncertainties may result in the Company incurring future charges to income to
adjust the carrying value of recorded liabilities and assets. Congoleum does not
believe, however, that asbestos-related claims will have a material adverse
effect on its financial position or liquidity.


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<PAGE>

      The total balances of environmental and asbestos-related liabilities and
the related insurance receivables deemed probable of recovery at December 31 are
as follows:

                                         2000                   1999
  (in millions)                  Liability  Receivable  Liability  Receivable
  ----------------------------------------------------------------------------

  Environmental
     liabilities.............      $ 5.1      $ 2.0       $ 7.5       $ 2.0
  Asbestos product
     liability...............       15.1        7.1         4.4          .8
  Other......................        1.2         --          .8          --
  ----------------------------------------------------------------------------
  Total......................      $21.4      $ 9.1       $12.7       $ 2.8
  ----------------------------------------------------------------------------

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


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<PAGE>

                                     PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

      The information required by this item is incorporated by reference to all
information under the caption "Market Information" on page 33 of the Company's
Annual Report to Shareholders for the year ended December 31, 2000 (included as
Exhibit 13.1 to this Annual Report on Form 10-K/A).

Item 6.   SELECTED FINANCIAL DATA

      The information required by this item is incorporated by reference to all
information under the heading "Selected Financial Data" on page 10 of the
Company's Annual Report to Shareholders for the year ended December 31, 2000
(included as Exhibit 13.1 to this Annual Report on Form 10-K/A).

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS -- AS AMENDED

      The information required by this item is incorporated by reference to all
information under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 11 through 14 of the Company's
Annual Report to Shareholders for the year ended December 31, 2000 (included as
Exhibit 13.1 to this Annual Report on Form 10-K/A).

Item 7A.  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 December 31, 2000 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.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements of the Company are incorporated by reference and
the financial statement schedule is included in this report on Form 10-K/A, as
listed in Item 14(a) of Part IV of this report.


                                       15
<PAGE>

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

      Not applicable.


                                       16
<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE  OFFICERS OF THE REGISTRANT

Item 11.  EXECUTIVE COMPENSATION

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information called for by these Items (except for the information
regarding executive officers called for by Item 401 of Regulation S-K which is
included in Part I hereof in accordance with General Instruction G(3)), is
hereby incorporated by reference to the Registrant's definitive Proxy Statement
for its Annual Meeting of Shareholders to be held on May 8, 2001.


                                       17
<PAGE>

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
          ON FORM 8-K

   (a)(1)   The following financial statements of the Company and the report of
            independent auditors are incorporated herein by reference in the
            Company's Annual Report to Shareholders for the year ended December
            31, 2000 (included as Exhibit 13.1 to this Annual Report on Form
            10-K/A).
                                                                   Annual Report
                                                                    Page Number
                                                                    -----------

            Report of Independent Auditors                                    32
            Balance Sheets at December 31, 2000 and December 31, 1999         15
            Statements of Operations for each of the three years ended
                  December 31, 2000, 1999 and 1998                            16
            Statements of Changes in Stockholders' Equity for each of the
                  three years ended December 31, 2000, 1999 and 1998          17
            Statements of Cash Flows for each of the three years ended
                  December 31, 2000, 1999 and 1998                            18
            Notes to Financial Statements                                     19
            Supplementary Data
                  Quarterly Financial Data (Unaudited)                        30

   (2)      The following financial statement schedule is included in this
            report on Form 10-K/A:

                                                                     Page Number
                                                                     -----------

                  Schedule II - Valuation and Qualifying Accounts,
                    as amended                                                26

            All other schedules are omitted because they are not required,
            inapplicable, or the information is otherwise shown in the financial
            statements or notes thereto.

   (3)      Exhibits

            These exhibits, required to be filed by Item 601 of Regulation S-K,
            are listed in the Exhibit Index included in this report at pages 23
            through 25.


                                       18
<PAGE>

   Exhibit                                     Exhibit
   Number                                      -------
   ------

      2.1   Plan of Repurchase dated as of February 1, 1995 by and among
            American Biltrite Inc., Hillside Industries Incorporated
            ("Hillside"), Congoleum Holdings Incorporated ("Congoleum
            Holdings"), Resilient Holdings Incorporated ("Resilient Holdings")
            and the Company.

      3.1   Certificate of Incorporation of the Company, as amended.

      3.2   Amended and Restated Bylaws of the Company.

      4.1   Financing Agreement, dated April 19, 1991 (the "CIT Financing
            Agreement"), by and among the CIT Group/Business Credit, Inc.
            ("CIT"), The Bank of New York Commercial Corporation ("BONY/CC"),
            Chemical Bank ("Chemical") and The Chase Manhattan Bank, N.A.
            ("Chase") (collectively, the "Senior Lenders") and the Company.

      4.2   First Amendment, dated March 11, 1993, to the CIT Financing
            Agreement by and among the Senior Lenders and the Company.

      4.3   Indenture, dated as of February 1, 1994, between the Company and
            Chemical, as trustee.

      4.4   Registration Rights Agreement, dated as of February 8, 1995 by and
            between the Company and Hillside.

      4.5   Indenture, dated as of August 3, 1998 (the "1998 Indenture"), by and
            between the Company and First Union National Bank, as trustee.

      4.6   Loan and Security Agreement, dated December 18, 1998 (the "First
            Union Loan Agreement"), by and between First Union National Bank
            (the "Lender") and the Company.

    4.6.1   Joinder Amendment, dated December 21, 1998 (the "Joinder
            Agreement"), by and among the Company, Congoleum Intellectual
            Properties, Inc., Congoleum Financial Corporation and the Lender.

     10.1   The CIT Financing Agreement (see Exhibit 4.1).

     10.2   First Amendment to the CIT Financing Agreement (see Exhibit 4.2).

     10.8   Joint Venture Agreement, dated as of December 16, 1992, by and among
            Resilient Holdings, Hillside, the Company (collectively the
            "Congoleum Group"), Hillside Capital Incorporated ("Hillside
            Capital") and American Biltrite.

     10.9   Closing Agreement, dated as of March 11, 1993, by and among the
            Congoleum Group, Hillside Capital and American Biltrite.

    10.12   Stockholders Agreement, dated as of March 11, 1993 (the
            "Stockholders Agreement"), by and among the Congoleum Group,
            American Biltrite and Congoleum Holdings.

  10.12.1   First Amendment, dated February 8, 1995, to the Stockholders
            Agreement, by and among Hillside, American Biltrite and the Company.

    10.13   Personal Services Agreement, dated as of March 11, 1993 (the
            "Personal Services Agreement"), by and between American Biltrite and
            the Company.

  10.13.1   First Amendment, dated February 8, 1995, to Personal Services
            Agreement, by and between American Biltrite and the Company.

                                       19
<PAGE>

   Exhibit                                     Exhibit
   Number                                      -------
   ------

  10.13.2   Second Amendment, dated November 15, 1996, to Personal Services
            Agreement, by and between American Biltrite and the Company.

  10.13.3   Third Amendment, dated as of March 15, 1998, to Personal Services
            Agreement, by and between American Biltrite and the Company.

    10.14   Business Relations Agreement, dated as of March 11, 1993, by and
            between American Biltrite and the Company.

  10.14.1   First Amendment, dated August 19, 1997, to Business Relations
            Agreement, by and between American Biltrite and the Company.

    10.15   Tax Sharing and Indemnification Agreement, dated as of March 11,
            1993, by and among Congoleum Holdings, Resilient Holdings, Hillside
            Capital and the Company.

  10.15.1   Tax Sharing Agreement, dated as of November 1, 1996, between
            American Biltrite and the Company.

    10.19   Commitment Letter, dated January 19, 1994 regarding Financing
            Agreement dated April 19, 1991, as amended, by and among CIT, BONYCC
            and the Company.

    10.20   Trademark Purchase Agreement, dated November 29, 1993, by and
            between the Company and The Amtico Company LTD ("Amtico Company").

    10.21   First Right of Refusal, dated November 29, 1993, by and between
            American Biltrite (Canada) Limited and Amtico Company.

    10.22   Undertaking Concerning Amtico Trademark, dated November 29, 1993, by
            and between American Biltrite and Amtico Company.

    10.23   Form of 1995 Stock Option Plan.

  10.23.1   Form of Amendment to 1995 Stock Option Plan.

    10.24   License Agreement, dated as of September 20, 1995 between Congoleum
            Intellectual Properties, Inc. and the Company.

    10.25   Registration Rights Agreement, dated as of August 3, 1998, by and
            among the Company, Goldman, Sachs & Co., Credit Suisse First Boston
            Corporation and ING Barings Furman Selz LLC.

    10.26   The First Union Loan Agreement (see Exhibit 4.6).

  10.26.1   The Joinder Agreement (see Exhibit 4.6.1).

    10.27   Form of Non-Qualified, Non-Employee Directors Stock Option Plan.

     11.1   Statement regarding computation of earnings per common share.

     13.1   Pages 11 through 33 of the Congoleum Annual Report to Shareholders
            for the year ended December 31, 2000.

     21.1   Subsidiaries of the Company.

     23.1   Consent of Ernst & Young LLP.

      (b)   Reports on Form 8-K.


                                       20
<PAGE>

                  During the quarter ended December 31, 2000 the Company filed
                  no current reports on Form 8-K.


                                       21
<PAGE>

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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 on the 27th day of
March, 2001.

                                   CONGOLEUM CORPORATION

                                   By:  /s/
                                        ----------------------------------------
                                   Roger S. Marcus
                                   President, Chairman & Chief Executive Officer
                                   (Principal Executive Officer)

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

Signature               Title                                     Date
---------               -----                                     ----

/s/                     President, Chairman,                      March 27, 2001
-----------------       Chief Executive Officer and Director
Roger S. Marcus         (Principal Executive Officer)


/s/                     Chief Financial Officer                   March 27, 2001
------------------      (Principal Financial and
Howard N. Feist III     Accounting Officer)

/s/                     Vice Chairman and Director                March 27, 2001
------------------
Richard G. Marcus

/s/                     Director                                  March 27, 2001
------------------
William M. Marcus

/s/                     Director                                  March 27, 2001
------------------
John N. Irwin III

/s/                     Director                                  March 27, 2001
------------------
Cyril C. Baldwin, Jr.

/s/                     Director                                  March 27, 2001
------------------
Mark S. Newman

/s/                     Director                                  March 27, 2001
------------------
Mark N. Kaplan


                                       22
<PAGE>

/s/                     Director                                  March 27, 2001
------------------
C. Barnwell Straut


                                       23
<PAGE>

                                INDEX TO EXHIBITS

    Exhibit
     Number                          Exhibit
    -------                          -------

         ***2.1    Plan of Repurchase dated as of February 1, 1995 by and among
                   American Biltrite Inc., Hillside Industries Incorporated
                   ("Hillside Industries"), Congoleum Holdings Incorporated
                   ("Congoleum Holdings"), Resilient Holdings Incorporated
                   ("Resilient Holdings") and the Company.

       *****3.1    Certificate of Incorporation of the Company, as amended.

       *****3.2    Amended and Restated Bylaws of the Company.

          **4.1    Financing Agreement, dated April 19, 1991 (the "CIT Financing
                   Agreement"), by and among the CIT Group/Business Credit, Inc.
                   ("CIT"), The Bank of New York Commercial Corporation
                   ("BONY/CC"), Chemical Bank ("Chemical") and The Chase
                   Manhattan Bank, N.A. ("Chase") (collectively, the "Senior
                   Lenders") and the Company.

          **4.2    First Amendment, dated March 11, 1993, to the CIT Financing
                   Agreement by and among the Senior Lenders and the Company.

          **4.3    Indenture, dated as of February 1, 1994, between the Company
                   and Chemical, as trustee.

         ***4.4    Registration Rights Agreement, dated as of February 8, 1995
                   by and between the Company and Hillside.

      ******4.5    Indenture, dated as of August 3, 1998 (the "1998 Indenture"),
                   by and between the Company and First Union National Bank, as
                   trustee.

   *********4.6    Loan and Security Agreement, dated December 18, 1998 (the
                   "First Union Loan Agreement"), by and between First Union
                   National Bank (the "Lender") and the Company.

 *********4.6.1    Joinder Amendment, dated December 21, 1998 (the "Joinder
                   Agreement"), by and among the Company, Congoleum Intellectual
                   Properties, Inc., Congoleum Financial Corporation and the
                   Lender.

         **10.1    The CIT Financing Agreement (see Exhibit 4.1).

         **10.2    First Amendment to the CIT Financing Agreement
                   (see Exhibit 4.2).

         **10.8    Joint Venture Agreement, dated as of December 16, 1992, by
                   and among Resilient Holdings, Hillside, the Company
                   (collectively, the "Congoleum Group"), Hillside Capital
                   Incorporated ("Hillside Capital") and American Biltrite.

         **10.9    Closing Agreement, dated as of March 11, 1993, by and among
                   the Congoleum Group, Hillside Capital and American Biltrite.

        **10.12    Stockholders Agreement, dated as of March 11, 1993 (the
                   "Stockholders Agreement"), by and among the Congoleum Group,
                   American Biltrite and Congoleum Holdings.

     ***10.12.1    First Amendment, dated February 8, 1995, to the Stockholders
                   Agreement, by and among Hillside, American Biltrite and the
                   Company.

        **10.13    Personal Services Agreement, dated as of March 11, 1993 (the
                   "Personal Services Agreement"), by and between American
                   Biltrite and the Company.


                                       24
<PAGE>

     ***10.13.1    First Amendment, dated February 8, 1995, to Personal Services
                   Agreement, by and between American Biltrite and the Company.

 *******10.13.2    Second Amendment, dated November 15, 1996, to Personal
                   Services Agreement, by and between American Biltrite and the
                   Company.

 *******10.13.3    Third Amendment, dated as of March 10, 1998, to Personal
                   Services Agreement, by and between American Biltrite and the
                   Company.

        **10.14    Business Relations Agreement, dated as of March 11, 1993, by
                   and between American Biltrite and the Company.

 *******10.14.1    First Amendment, dated August 19, 1997, to Business Relations
                   Agreement, by and between American Biltrite and the Company.

        **10.15    Tax Sharing and Indemnification Agreement, dated as of March
                   11, 1993, by and among Congoleum Holdings, Resilient
                   Holdings, Hillside Capital and the Company.

 *******10.15.1    Tax Sharing Agreement, dated as of November 1, 1996, between
                   American Biltrite and the Company.

        **10.19    Commitment Letter, dated January 19, 1994 regarding Financing
                   Agreement dated April 19, 1991, as amended, by and among CIT,
                   BONYCC and the Company.

       ***10.20    Trademark Purchase Agreement, dated November 29, 1993, by and
                   between the Company and The Amtico Company LTD ("Amtico
                   Company").

       ***10.21    First Right of Refusal, dated November 29, 1993, by and
                   between American Biltrite (Canada) Limited and Amtico
                   Company.

       ***10.22    Undertaking Concerning Amtico Trademark, dated November 29,
                   1993, by and between American Biltrite and Amtico Company.

       ***10.23    Form of 1995 Stock Option Plan.

********10.23.1    Form of Amendment to 1995 Stock Option Plan.

      ****10.24    License Agreement, dated as of September 20, 1995 between
                   Congoleum Intellectual Properties, Inc. and the Company.

    ******10.25    Registration Rights Agreement, dated as of August 3, 1998, by
                   and among the Company, Goldman, Sachs & Co., Credit Suisse
                   First Boston and ING Barings Furman Selz LLC.

 *********10.26    The First Union Loan Agreement (see Exhibit 4.6).

*********10.26.1   The Joinder Agreement (see Exhibit 4.6.1).

**********10.27    Form of Non-Qualified, Non-Employee Directors Stock Option
                   Plan.

           11.1    Statement regarding computation of earnings per common share.

           13.1    Pages 11 through 33 of the Congoleum Annual Report to
                   Shareholders for the year ended December 31, 2000.

  *********21.1    Subsidiaries of the Company.

           23.1    Consent of Ernst & Young LLP.


                                       25
<PAGE>

-------------
**         Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Registration Statement on Form S-1 (File No.
           33-71836) declared effective by the Securities and Exchange
           Commission on January 25, 1994.
***        Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Registration Statement on Form S-1 (File No.
           33-87282) declared effective by the Securities and Exchange
           Commission on February 1, 1995.
****       Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Annual Report on Form 10-K for the year
           ended December 31, 1995.
*****      Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Quarterly Report on Form 10-Q for the period
           ended June 30, 1996.
******     Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Quarterly Report on Form 10-Q for the period
           ended June 30, 1998.
*******    Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Annual Report on Form 10-K for the fiscal
           period ended December 31, 1997.
********   Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Annual Report on Form 10-K for the fiscal
           period ended December 31, 1996.
*********  Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Annual Report on Form 10-K for the fiscal
           period ended December 31, 1998.
********** Incorporated by reference to the exhibit bearing the same number
           filed with the Company's Registration Statement on Form S-8 (File No.
           33-84387) declared effective by the Securities and Exchange
           Commission on August 3, 1999.


                                       26
<PAGE>


                                                                     SCHEDULE II
                              CONGOLEUM CORPORATION
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)
                                     -------

<TABLE>
<CAPTION>


                                        Balance at    Reversed to                                     Balance
                                        Beginning       Income        Other                           at end
                                        of Period      Statement     Changes       Deductions (a)    of Period
                                        ----------    -----------    -------       --------------    ---------
<S>                                      <C>            <C>          <C>               <C>            <C>


Year ended December 31, 2000:
   Allowance for doubtful
       accounts and cash
       discounts                         $(3,283)       $1,785       $ (562)(c)        $   126        $(1,934)

Year ended December 31, 1999:
   Allowance for doubtful
       accounts and cash
       discounts                         $(3,336)       $   --       $    53(b)        $    --        $(3,283)

Year ended December 31, 1998:
   Allowance for doubtful
       accounts and cash
       discounts                         $(3,294)       $   --       $  (39)(c)        $    (3)       $(3,336)
</TABLE>

(a)   Balances written-off, net of recoveries.
(b)   Represents reduction of the allowance for doubtful accounts and cash
      discounts.
(c)   Represents increase of the allowance for doubtful accounts and cash
      discounts.


                                       27