SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549
                           FORM 10-K
                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, 1996
                      
                               OR
                   
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to ___________

                 Commission File Number 1-13612

                     CONGOLEUM CORPORATION
     (Exact name of Registrant as specified in its Charter)

DELAWARE                                                 02-0398678
(State or other Jurisdiction of    (IRS Employer Identification No.)
 Incorporation or Organization)

                     3705 Quakerbridge Road
                         P.O. Box 3127
                  Mercerville, NJ  08619-0127
            (Address of principal executive offices)
               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    New  York Stock Exchange, Inc.
 $.01 per share

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

<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 or any amendment to  this
Form 10-K. [X]

      As  of  March  3, 1997, the aggregate market value  of  all
shares  of  Class  A Common Stock held by non-affiliates  of  the
Registrant  was approximately $63.1 million based on the  closing
price  ($13.625 per share) on the New York Stock  Exchange.   For
purposes  of determining this amount, affiliates are  defined  as
directors and executive officers of the Registrant and,  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 3, 1997, an  aggregate
of  4,647,500 shares of Class A Common Stock and an aggregate  of
5,350,000  shares of Class B Common Stock of the Registrant  were
outstanding.


               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------
    Part  II.  Portions of the Company's Annual Report  to
               Shareholders for the year ended December 31, 1996

    Part III.  Portions of the Company's Proxy Statement for the
               Annual Meeting of Shareholders to be held on 
               May 12, 1997.

      Some  of  the  information presented in or incorporated  by
reference in this report constitutes "forward-looking statements"
within 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 and (v) the future cost and timing  of
payments  associated  with  environmental,  product  and  general
liability claims.

                               2                         
<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 vinyl and vinyl tile products
with  a  wide  variety of product features, designs  and  colors.
Sheet  vinyl,  in its predominant construction,  is  produced  by
applying a vinyl gel to a flexible felt or a vinyl (for perimeter
installed  products)  backing,  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 the commercial market.  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.  Vinyl tile is manufactured by  creating  a
base  stock  (consisting primarily of limestone and vinyl  resin)
which  is  less flexible than the backings for sheet  vinyl,  and
transferring  or laminating to it preprinted colors  and  designs
followed  by  a wearlayer and a urethane coating in  some  cases.
Commercial vinyl 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.

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

                               3
<PAGE>

       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 vinyl 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   35   distributors  providing  approximately   100
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,  1996, the backlog of unshipped  orders  was  $12.3
million, compared to $10.4 million at December 31, 1995.

       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  many  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, 1996, 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 Southwest and  on  the  West
Coast, LD Brinkman & Co.

                               4
<PAGE>

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 vinyl and vinyl tile compete for both residential
and  commercial  customers  primarily with  carpeting,  hardwood,
melamine laminate and ceramic tile.  In residential applications,
both  vinyl tile and sheet vinyl 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  vinyl  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 vinyl tile and sheet vinyl
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  believes  that  it  is  the  second  largest
manufacturer of resilient vinyl flooring products in  the  United
States.  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 & DEVELOPEMENT
-----------------------
      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,  1996 were $4.6 million, up from $3.7  million  and
$3.5 million for the years ended December 31, 1995 and 1994.

                               5
<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 at the time of Hillside's acquisition  of
the Company in 1986 and in connection with a prior restructuring,
is  in  the  process  of implementing clean-up  measures  at  its
Trenton  sheet  vinyl  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 clean-up measures required.  In  1996,  the
Company  incurred  capital  expenditures  of  approximately  $0.4
million 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, 1996, the Company employed a total of 1,332
personnel compared to 1,320 employees at December 31, 1995.

       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   inter-plant
transportation.  These agreements cover approximately 761 of  the
Company's  employees.   The  Trenton  vinyl  tile  plant  has   a
three-year  collective  bargaining  agreement  which  expires  in
May  1998.   The  Marcus  Hook plant has a three-year  collective
bargaining agreement which expires in November 1998.  The Trenton
sheet vinyl plant has a five-year collective bargaining agreement
which  expires in February 2001.    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.

                               6
<PAGE>

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, 1997.

Roger S. Marcus (Age 51)
------------------------
Roger  S.  Marcus  has  been a Director and President  and  Chief
Executive  Officer of the Company since March 1993, and  Chairman
since December 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 49)
-------------------------
Richard  G.  Marcus has been Vice Chairman of the  Company  since
December 1994, and Director since March 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 52)
-----------------------
Robert N. Agate has been Senior Vice President - Manufacturing of
the  Company  since  March  1993.  Prior  thereto,  he  was  Vice
President  of  Manufacturing of the  Tile  Division  of  American
Biltrite (since 1981).

Howard N. Feist III (Age 40)
---------------------------
Howard N. Feist III has been Senior Vice President - Finance  and
Secretary of the Company since March 1993.  Prior thereto, he had
served  as Vice President - Finance and Secretary of the  Company
since 1988.

Dennis P. Jarosz (Age 51)
------------------------
Dennis P. Jarosz has been Senior Vice President - Marketing since
July  1995.   Prior  thereto, he had served as Vice  President  -
Marketing since March 1993 and Vice President - Sales & Marketing
of the Tile Division of American Biltrite (since 1986).

Anthony C. Prestipino (Age 49)
-----------------------------
Anthony  C. Prestipino has been Senior Vice President - Sales  of
the  Company  since  November 1995. Prior thereto,  he  was  Vice
President  -  Sales & Marketing for commercial  products  of  the
Karastan  Bigelow  Division of Mohawk Industries  and  Fieldcrest
Cannon (since 1989).

                               7
<PAGE>

Peter J. Rohrbacher (Age 45)
---------------------------
Peter  J. Rohrbacher has been Senior Vice President - Engineering
of  the  Company  since October 1993.  He was  Vice  President  -
Coatings of the Company from March 1993 to September 1993.  Prior
thereto, he  was Vice President - Research & Development  of  the
Tile Division of American Biltrite (since 1988).

Thomas A. Sciortino (Age 50)
---------------------------
Thomas   A.   Sciortino  has  been  Senior   Vice   President   -
Administration  of the Company since March 1993.  Prior  thereto,
he  was  Vice President-Finance of the Tile Division of  American
Biltrite (since 1982).

Joseph Silbermann (Age 41)
-------------------------
Joseph  Silbermann has been Senior Vice President  -  Research  &
Development since October 1996.  Prior thereto, he had served  as
Business  Manager  for  the Plastics Additives  Division  of  Elf
Atochem North America.

Merrill M. Smith (Age 71)
------------------------
Merrill  M. Smith has been Senior Vice President - Technology  of
the  Company  since  March  1993.  Prior  thereto,  he  was  Vice
President - Technology of American Biltrite (since 1985).

                               8
<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,  where  it  has  a
lease  expiring  in December, 1997 (subject to renewal  options),
which are described below:

<TABLE>
<CAPTION>
Location              Owned/Leased     Usage          Square Feet
--------              ------------     -----          -----------
<S>                  <C>           <C>               <C>
Finksburg, MD         Owned         Felt                107,000
Marcus Hook, PA       Owned         Sheet Vinyl       1,000,000
Trenton, NJ           Owned         Sheet Vinyl       1,050,000
Trenton, NJ           Owned         Vinyl Tile          282,000
Mercerville, NJ       Leased        Corporate Offices    30,116

</TABLE>

   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 vinyl facility is capable of manufacturing
rotogravure printed and through-chip inlaid sheet vinyl 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 vinyl (except products  for
the  manufactured  housing segment) occurs at the  Trenton  plant
distribution center.

   The  Trenton  vinyl  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 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 75% of the hours available on a
five-day,  three  shift  basis in 1996,  with  the  corresponding
figure for individual production lines ranging from 22% to 120%.

   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 increased capital spending in 1996 and
plans  a  further increase in 1997 to accelerate improvements  to
its   manufacturing  facilities  and  equipment,  including   the
refurbishment  of an oven line at its Marcus Hook facility.   The
Company considers its manufacturing facilities to be adequate for
its present and anticipated near term production needs.

                               9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

   As  of  December 31, 1996 the Company was named as  defendant,
together  in  most  cases  with  numerous  other  companies,   in
approximately 661 currently pending lawsuits (including  worker's
compensation  cases)  involving approximately  7,936  individuals
alleging  personal injury from exposure to asbestos or  asbestos-
containing products.  The plaintiffs in these cases, as  well  as
similar  cases in the past which have been settled or  dismissed,
allege   that  they  or  the  individuals  they  represent   have
contracted asbestosis, pleural thickenings, mesothelioma,  cancer
or  other lung disease as a result of exposure to asbestos in the
course  of  their  activities  as  plumbers,  carpenters,   floor
installers,  machinists,  or  in  other  capacities,  either   as
independent  contractors or as employees of  shipyards  or  other
industries  utilizing asbestos-containing products  (or,  in  the
worker's compensation cases, as employees of the Company  or  the
Tile Division) and that included among such products which caused
their  diseases were sheet vinyl products provided by the Company
or  resilient tile provided by the Tile Division, or  both.   The
Company discontinued the manufacture of asbestos-containing sheet
vinyl   products   in   1983,  and  the  Tile   Division   ceased
manufacturing  asbestos-containing tile  products  in  1984.   In
general, asbestos-containing products have not been found to pose
a  health risk unless the asbestos becomes airborne.  All of  the
asbestos  in  asbestos-containing sheet vinyl and  tile  products
sold  by  the  Company or the Tile Division was  fully-bonded  or
encapsulated during the manufacturing process.  The  Company  has
issued  warnings  not to remove asbestos-containing  flooring  by
sanding or other methods that allow the asbestos fibers to become
airborne.    Although  there  can be no  assurance,  the  Company
believes,  based  upon  the  nature  of  its  asbestos-containing
products  and  its  experience  with  cases  to  date,  that  any
potential liability from pending personal injury claims  relating
to  the  Company's asbestos-containing resilient  vinyl  products
will  not have a material adverse effect in the aggregate on  the
financial position of the company.

  Together with a large number (in most cases, hundreds) of other
companies,  the  Company  is named as a "Potentially  Responsible
Party"   ("PRP")  in  pending  proceedings  under   the   federal
Comprehensive Environmental Response, Compensation and  Liability
Act,  as  amended ("CERCLA"), and similar state  laws.   In  four
instances, although not named as a PRP, the Company has  received
a "Request for Information."  These pending proceedings currently
relate  to  ten waste 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 disposal  sites.   Although
there  can  be no assurances, the Company anticipates that  these
proceedings  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 agreements, will not have a material  adverse
effect in the aggregate on the financial position of the company.

  On July 15, 1994, Kentile Floors, Inc. ("Kentile"), a debtor-in-
possession pursuant to Chapter 11 of the United States Bankruptcy
Code,  commenced an adversary proceeding against the  Company  in
the  Bankruptcy Court for the Southern District of New York.  The
complaint  asserts  that the Company tortiously  interfered  with
certain  of Kentile's contracts with its distributors when  those
distributors terminated their agreements with Kentile  to  become
distributors  of the Company's floor tile.  Kentile  seeks  $15.0
million  in  damages  on  account of  the  alleged  interference.
Although the Company's motion to have the proceeding dismissed on
the  pleadings  was denied, the Company believes  that  Kentile's
claim  is  without  merit and intends to vigorously  contest  the
lawsuit.

                               10
<PAGE>

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

  None.

                               11
<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 25 of the Company's Annual Report to
Shareholders for the year ended December 31, 1996 (included as
Exhibit 13.1 to this Annual Report on Form 10-K).


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 6 of the Company's  Annual  Report  to
Shareholders  for the year ended December 31, 1996  (included  as
Exhibit 13.1 to this Annual Report on Form 10-K).


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

   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 7 through 9 of the Company's Annual  Report
to Shareholders for the year ended December 31, 1996 (included as
Exhibit 13.1 to this Annual Report on Form 10-K).


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, as listed in Item 14(a) Part IV of this
report.


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

  Not applicable.

                               12
<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)),   are   hereby
incorporated  by  reference to the Registrant's definitive  Proxy
Statement  for its Annual Meeting of Shareholders to be  held  on
May 12, 1997.

                               13
<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 to pages 10 to 24 in the Company's Annual Report to
  Shareholders for the year ended December 31, 1996 (included as
  Exhibit 13.1 to this Annual Report on Form 10-K).
                                                     Page Number
                                                     -----------
       Report of Independent Auditors                    24
       Balance Sheets as of December 31, 1996 
         and December 31, 1995                           10
       Statements of Operations for the years 
         ended December 31, 1996, 1995 and 1994          11
       Statements of Changes in Stockholders' 
         Equity for the years ended December 31, 
         1996, 1995 and 1994                             12
       Statements of Cash Flows for the years 
         ended December 31, 1996, 1995 and 1994          13
       Notes to Financial Statements                     14
       Supplementary Data
            Quarterly Financial Data (Unaudited)         23

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

                                                     Page Number
                                                     ----------- 
            Schedule II - Valuation and Qualifying 
              Accounts                                   20

       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
                                     
Exhibit                              
Number                            Exhibit
------                            -------    
2.1     Plan of Repurchase dated as of February 1, 1995 by and
        among American Biltrite Inc., Hillside Industries
        Incorporated, Congoleum Holdings Incorporated, Resilient
        Holdings Incorporated and the Company.
        
3.1     Certificate of Incorporation of the Company, as amended.
        
3.2     Amended and Restated Bylaws of the Company.

                               14
<PAGE>        

Exhibit
Number                            Exhibit 
-------                           -------
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 Bank, as trustee.
        
4.4     Registration Rights Agreement, dated as of February 8,
        1995 by and between the Company and Hillside.
        
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 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.
        
10.14   Business Relations Agreement, dated as of March 11, 1993,
        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.
        
10.19   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

                               15
<PAGE>

10.24   License Agreement, dated as of September 20, 1995 between
        Congoleum Intellectual Properties, Inc. and the Company.
        
11      Statement re: Computation of Per Share Earnings.
        
13.1    Pages 6 through 25 of the Congoleum Annual Report to
        Shareholders for the year ended December 31, 1996.
        
21.1    Subsidiaries of the Company.
        
23.1    Consent of Ernst & Young LLP
        
23.2    Consent of Coopers & Lybrand L.L.P.
        
23.3    Opinion of Coopers & Lybrand L.L.P.
        
27.0    Financial Data Schedule




  (b)  Reports on Form 8-K.

            None.

                               16
<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 14th day of March, 1997.

                         CONGOLEUM CORPORATION

                         By:  /S/ Roger S. Marcus
                         ------------------------
                         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.

<TABLE>
<CAPTION>
Signature                  Title                               Date
---------                  -----                               ----
<S>                       <C>                                 <C>
/S/ Roger S. Marcus        President, Chairman, Chief          March 14, 1997
-------------------        Executive Officer and Director
Roger S. Marcus             (Principal Executive Officer)

/S/ Howard N. Feist III    Senior Vice President - Finance     March 14, 1997 
-----------------------    (Principal Financial and
Howard N. Feist III          Accounting Officer)

/S/ Richard G. Marcus      Director                            March 14, 1997
---------------------
Richard G. Marcus

/S/ William M. Marcus      Director                            March 14, 1997
---------------------
William M. Marcus

/S/ John N. Irwin III      Director                            March 14, 1997
---------------------
John N. Irwin III

/S/ Cyril C. Baldwin, Jr.  Director                            March 14, 1997
------------------------
Cyril C. Baldwin, Jr.

/S/ David N. Hurwitz       Director                            March 14, 1997
--------------------
David N. Hurwitz

/S/ Mark N. Kaplan         Director                            March 14, 1997
------------------
Mark N. Kaplan

/S/ C. Barnwell Straut     Director                            March 14, 1997
----------------------
C. Barnwell Straut

</TABLE>
                               17
<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, Congoleum Holdings Incorporated,
           Resilient Holdings Incorporated 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 Bank, as trustee.
                                                                 
  ***4.4   Registration Rights Agreement, dated as of February 8,   
           1995 by and between the Company and Hillside.
                                                                 
  **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
           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.
                                                                 
 **10.14   Business Relations Agreement, dated as of March 11,      
           1993, 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.
                                                                 
 **10.19  Commitment Letter, dated January 19, 1994 regarding      
          Financing Agreement dated April 19, 1991, as amended,
          by and among CIT, BONYCC and the Company.

                               18
<PAGE>                                                                  

Exhibit                                                             
Number                          Exhibit                           
-------                         -------                             
 ***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.
                                                                 
    11      Statement re: Computation of Per Share Earnings.         
                                                                 
    13.1    Pages 6 through 25 of the Congoleum Annual Report to     
            Shareholders for the year ended December 31, 1996.
                                                                 
****21.1    Subsidiaries of the Company.                             

    23.1    Consent of Ernst & Young LLP                             
                                                                 
    23.2    Consent of Coopers & Lybrand L.L.P.                      
                                                                 
    23.3    Opinion of Coopers & Lybrand L.L.P.                      
                                                                 
    27.0    Financial Data Schedule.                                 

_____________
**    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.

                               19
<PAGE>   

<TABLE>
                                     CONGOLEUM CORPORATION
                               VALUATION AND QUALIFYING ACCOUNTS
                                         (in thousands)
                                         --------------
<CAPTION>
                                                  Additions
                                           ----------------------  
                              Balance at     Charged                                    Balance 
                              Beginning     to Costs/       Other                        at end
                              of Period    Expenses (a)    Changes    Deductions (b)   of Period
                              ---------    -----------     -------    -------------    ----------                             
<S>                           <C>          <C>             <C>         <C>              <C>
Year ended December 31, 1996:                                    
  Allowance for doubtful                                                                           
      accounts and cash                                                                           
      discounts                $(5,095)     $  (600)        $   --       $ 2,289          $(3,406)
                                                                           
Year ended December 31, 1995:                                                    
  Allowance for doubtful                                                             
      accounts and cash                                                        
      discounts                $(5,213)     $(2,800)          ($55)(d)   $ 2,973          $(5,095)
                                                                                   
Year ended December 31, 1994:                                                        
  Allowance for doubtful                                                             
      accounts and cash                                                                 
      discounts                $(5,337)     $  (817)        $  564(c)    $   377          $(5,213) 


</TABLE>
[FN]
(a)   Uncollectible accounts charged to bad debt expense.
(b)   Balances written-off, net of recoveries.
(c)   Represents reduction of the allowance for doubtful accounts and cash
      discounts.
(d)   Represents increase of the allowance for doubtful accounts and cash
      discounts.

                               20   
<PAGE>