Exhibit 14.1



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                         [CONGOLEUM CORPORATION LOGO](R)





                                          OUR POLICIES

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                              CONGOLEUM CORPORATION
                               CORPORATE POLICIES


Letter From The Chairman

Dear Fellow Employees

Among the values that should guide us at Congoleum, the one we often find most
elusive has to do with simplicity and focus. None of us tries to deliberately
complicate things, but despite our best intentions, complications do crop up in
complex organizations such as ours. The policies set forth in this booklet are
about the way to achieve the maximum contribution from our businesses in an
honest, ethical and effective manner. They mean what they say. They are simple
and to the point.

Of course, this booklet does not provide definitive answers to all of the
questions you may have about Congoleum and its values and policies and should
only be used as a guide. When in doubt, it is always best to seek additional
guidance from your manager or the Chief Financial Officer as to the most
appropriate course of conduct in any specific circumstance.

General

Purpose & Background

These Corporate Policies represent a guideline to determine the way in which
Congoleum will conduct its business. The practices and procedures of Congoleum
including its subsidiaries, divisions and affiliates are derived from these
Policies which may not be contravened.

Scope

Corporate Policies apply to all employees of Congoleum.

Practice & Accountability

Practices and procedures developed by Congoleum in support of the Policies will
apply to all employees of Congoleum. All practices and procedures must be
reviewed for compatibility with Corporate Policies. Employees who violate the
spirit or letter of the Corporate Policies will be subject to disciplinary
action up to and including termination of employment.

The following are examples of conduct that may result in discipline:

      o     Actions that violate the Corporate Policies;

      o     Requesting other employees to violate the Corporate Policies;

      o     Failure to promptly report a known or suspected violation of the
            Corporate Policies; and

      o     Failure to demonstrate the leadership and diligence needed to ensure
            compliance with the Corporate Policies.


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Reporting Concerns Regarding Possible Violations of the Corporate Policies

Congoleum offers you many ways to get answers to your questions about possible
violations of the Corporate Policies. Generally, your supervisor or manager will
be in the best position to resolve the issue quickly. If, after raising the
issue with your supervisor or manager, or if you are not comfortable discussing
the matter with your supervisor or manager, you should raise it with the next
level of management, the Senior Vice-President of Administration, or the Chief
Financial Officer.

Reporting Concerns Regarding Accounting and Auditing Matters: Concerns about
accounting and auditing matters should be reported to Congoleum's Compliance
Officer or the Chairman of the Audit Committee in accordance with Congoleum's
"Whistleblower Procedures."

Reporting Concerns Regarding Possible Insider Trading: Information about
possible violations of Congoleum's Insider Trading Policy should be reported to
the Chief Financial Officer.

Waivers

Generally, there should be no waivers of the Corporate Policies, however, in
rare circumstances conflicts may arise that necessitate waivers. If an employee
believes he or she will be in violation of the Corporate Policies, the employee
must disclose the facts of the situation as described above under "Reporting
Concerns Regarding Possible Violations of the Corporate Policies." Any waiver of
the Corporate Policies involving an executive officer must be made by the Board
of Directors. Such waivers may be required to be reported promptly in
Congoleum's filings with the Securities and Exchange Commission. Any waivers of
the Corporate Policies involving employees other than executive officers must be
approved by the Chief Executive Officer.

Business Integrity & Ethics

Governing Principles

The fundamental principle governing corporate actions and the actions of
officers and other employees is that ethics and business are inseparable at
Congoleum. No business objective can be achieved without following the highest
ethical standards and complying with all laws and regulations that pertain to
our operations.

Conflict of Interest

No officer or other employee of Congoleum may have a personal, financial or
family interest that could in any way keep the individual from acting in the
best interests of Congoleum. Any financial interests or other relationships of
any employee of Congoleum with any supplier or customer of Congoleum is
inappropriate and must promptly be reported to Congoleum's management. Any
actual or potential conflict of interest


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must be reported to Congoleum management as soon as recognized. In doubtful
cases, consult with your manager or Congoleum's Chief Financial Officer to
determine if a policy waiver would be required and if so, whether it would be
granted, before taking action.

Business Relationships

Directors, officers and other employees of Congoleum may use Congoleum's assets,
facilities or services only for lawful purposes, as authorized by a responsible
representative of Congoleum. Giving or receiving any kickbacks, bribes or
similar payments of any sort to or from any customer, any other company doing or
seeking to do business with Congoleum or any governmental agency or
representative is strictly prohibited.

Congoleum employees may give or receive properly recorded courtesy gifts meant
to foster understanding and communication with suppliers, customers and public
officials, unless such action is unlawful.

Memberships

Memberships should serve legitimate business needs. They are appropriate only in
organizations whose objectives and activities are lawful and ethical and fit
within the framework of broadly accepted social values.

Financial Integrity

No unrecorded fund will be established for any purpose. All assets of Congoleum
will be recorded on the books of Congoleum at all times unless specifically
exempted by corporate procedures, which are consistent with generally accepted
accounting principles.

      o     No false entry or entry that obscures the purpose of the underlying
            transaction will be made in the books and records of Congoleum for
            any reason.

      o     No payment on behalf of Congoleum will be authorized or made with
            the intention or understanding that any part of such payment is for
            a purpose other than that described by the documents supporting the
            payment.

Insider Information

Confidential information that may be considered material and important by
investors and others will be disclosed to the public only by an authorized
representative of Congoleum. Until such disclosure, material information, often
referred to as "insider information" will be held in strict confidence within
Congoleum. Insider information may concern Congoleum, one of its subsidiaries,
divisions or affiliates, or a firm with which Congoleum does business or is
negotiating. Directors, officers and other employees will not (i) disclose any
insider information to any outside person or group until the information has
been fully disseminated


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to the public, (ii) disclose insider information to other employees except on a
strict need-to-know basis and (iii) take any economic or personal advantage of
any insider information, such as by buying or selling stock or other securities
of Congoleum or of any other company to which the insider information may
pertain. Congoleum has two detailed policies regarding insider information,
confidentiality and securities trading issues which provide directors, officers
and employees with additional guidance on these issues. A copy of the policy
applicable to you can be obtained from Congoleum's Chief Financial Officer. Any
departure or suspected departure from this policy must be reported to the Chief
Financial Officer.

Legal Affairs

Compliance

Congoleum will comply with all laws and regulations that apply to its business.
Business and functional units will seek to ensure that employees are familiar
with the laws covering their responsibilities, that employees comply with the
law and that any lapse is reported promptly.

Protection of Rights

Congoleum will take all appropriate action to protect its legal rights and will
not surrender, waive or transfer those rights unless it deems such action to be
in Congoleum's best interest. Business units will endeavor to see that managers
understand their role in protecting Congoleum's legal rights and that anything
that places Congoleum's legal rights in jeopardy is reported promptly.

Dispute Resolution

Congoleum will make every reasonable effort to settle disputes without
litigation. No potentially significant lawsuit may be filed without approval of
the Chief Financial Officer of Congoleum. The Chief Financial Officer must be
notified immediately of any potentially significant lawsuit or any government or
administrative enforcement action taken or threatened against Congoleum.

Subsidiaries

Subsidiary Relationships

Subsidiary companies are separate legal entities with their own Boards of
Directors, which are accountable for their management. Relations with
subsidiaries should preserve their separate identities and recognize the rights
and interests of shareholders and host governments.

External Affairs

Public Affairs

Congoleum will speak to the public with one voice on all business-related
issues, whether the subject is general in nature or pertains to one


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or more specific businesses. For this reason, only authorized personnel should
make public statements about Congoleum or its subsidiaries, divisions or
affiliates.

Requests for proposed interviews or nonpublic financial or business information
about Congoleum from any member of the investment community, including
securities analysts, fund and portfolio managers, directors of research,
brokers, or any member of the business community or the press or other news
media, should be referred to the Chief Financial Officer to ensure appropriate
and timely response. Requests for information or other contacts from the
Securities and Exchange Commission, the American Stock Exchange or other
securities regulators must be referred to Congoleum's Chief Financial Officer.

      o     It is critical that unauthorized employees not respond to inquiries
            or contacts themselves because any inappropriate or inaccurate
            response, even a denial or disclaimer of information, may result in
            adverse publicity and could otherwise seriously affect Congoleum's
            business or legal position.

      o     If you are unsure of whether or not information regarding Congoleum,
            its subsidiaries or business affiliates is public, consult your
            manager or the Congoleum Chief Financial Officer.

Contributions

Congoleum will maintain a program of contributions and participation in civic
activities to further meaningful social purposes that benefit the community and
Congoleum. However, no funds or assets of Congoleum may be used for
contributions to any political party or candidate, whether federal, state or
local, in the United States or abroad. This prohibition covers not only direct
contributions but also indirect assistance or support through buying tickets to
fund-raising events or furnishing goods, services or equipment, other than as
permitted by law. The prohibition applies only to the direct or indirect use of
corporate funds or assets for political purposes and is not meant to discourage
you from making personal contributions to the candidate or party of your choice.

Similarly, Congoleum is prohibited from compensating or reimbursing any
employees or individuals associated with Congoleum (including outside
lobbyists), in any form, for political contributions that these persons intend
to make or have made.

Investor Relations

Congoleum will maintain open communication with investors and their advisors,
and with the financial markets in which Congoleum's securities and other
financial instruments are traded. Authorized representatives of Congoleum will
inform shareholders and other constituencies of financial results, and of
programs and activities that could affect Congoleum's financial performance, in
a manner that


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fulfills its legal reporting obligations and enhances investor understanding of
Congoleum and its goals.

Competition

Because fair competition is fundamental to free enterprise, Congoleum supports
laws prohibiting restraint of trade, unfair practices or abuse of economic power
and avoids restraining practices everywhere Congoleum conducts operations -
including areas of the world where laws do not prohibit them.

The antitrust laws of the United States and similar laws in other countries are
designed to prohibit agreements among companies that fix prices, divide markets,
limit production or otherwise impede or destroy market forces. Directors,
officers and employees must adhere to the letter and spirit of these laws. Any
agreement to fix markets -even an unwritten, informal understanding - may be
unlawful, regardless of its commercial reasonableness.

International Trade

In the conduct of both its domestic and overseas operations, Congoleum fully
complies with all applicable laws governing imports, exports and the conduct of
business with non-U.S. entities.

Emergencies

Any incident that could require special action by Congoleum management should be
reported immediately to the accountable managers. When and if appropriate,
designated representatives of Congoleum will initiate prompt and open emergency
communications with the press and the public.

Security

Congoleum will develop, implement and maintain cost-effective security measures
to protect the life and well-being of employees, and to provide protection
against the loss, misuse and unauthorized disclosure of confidential and
sensitive information and the loss of physical and proprietary assets, including
intellectual property and trade secrets.

Confidentiality & Records

Each organizational unit will protect and retain all information needed to
manage Congoleum and its businesses, and satisfy legal record retention
requirements. Each employee has a duty to protect Congoleum information
designated confidential. Records not required for business or legal reasons will
be promptly destroyed in accordance with record retention policies unless a
contrary directive is received from Congoleum management.

Health, Safety & Environmental Protection

Governing Principle

Congoleum will conduct its business responsibly, and in a manner


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designed to protect the health and safety of its employees, its customers and
the public and to protect the environment.

Management Requirements

Programs will be implemented and maintained that provide reasonable assurance
that Congoleum:

      Compliance Complies with all applicable governmental and internal health,
      safety and environmental requirements

      Operations Designs its facilities and conducts its operations in such a
      manner as to avoid unacceptable risk to human health and safety and the
      environment

      Products Produces and sells products that - if manufactured, used,
      handled, stored, distributed and disposed of utilizing Congoleum's product
      safety practices - will not present an unacceptable risk to human health
      or safety or the environment

      Hazard Communications Conducts appropriate research and communicates the
      known hazards of its products and operations and relevant health, safety
      and environmental protection information to potentially affected persons

Reporting Irregularities

Any departure or suspected departure from this policy must be reported to
Congoleum's Chief Financial Officer.

Planning & Control

Strategic/Tactical Planning, Operation & Control

Congoleum and its businesses will maintain strategic plans which, along with
annual operating objectives and budgets derived from those plans, will be
reviewed periodically and approved by responsible management. Control systems at
corporate and business levels will seek to ensure that all resource commitments
to business and functional departments are consistent with approved strategic
plans and operating budgets.

Financial Accounting & Control

Financial Integrity & Ethics

Congoleum will fulfill all legal financial reporting obligations. These
obligations include the requirements that no director, officer or other employee
should falsify or cause to be falsified any book entry, record or document, or
should make any false or misleading statement to Congoleum's management or to
any internal or external auditor or accountant.

Approvals & Authorizations

A formal system of approvals and authorizations for financial and operating
decisions will be maintained throughout Congoleum. All


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authority for such decisions is subordinate to that vested in the Chief
Executive Officer by the Board of Directors, which has the sole right to set the
limits for any approval authority that may be delegated to others.

Financial Reporting & Controls

Financial and other information that fulfills Congoleum's reporting obligations
will be prepared, recorded and reported according to appropriate laws and
regulations and generally accepted accounting principles and procedures that are
consistent throughout Congoleum.

An internal accounting control system will be used to provide reasonable
assurance that the financial information fulfills Congoleum's reporting
obligations. A system of disclosure controls will be used to provide reasonable
assurance that information Congoleum files with, or submits to, the Securities
and Exchange Commission, or otherwise makes public, is full, fair, accurate,
timely and understandable. Such control systems may be revised from time to time
as deemed necessary or appropriate by management.

Public Accountants

Congoleum will maintain an independent public accounting firm appointed by the
Board of Directors. The accounting firm will have free and unconditional access
to all books, records, files and all other information needed or requested to
perform an assigned audit.

The independent accounting firm will have full and free access to management and
the Audit Committee of the Board of Directors.

Reporting Irregularities

Any departure or suspected departure from this policy must be reported in
accordance with Congoleum's "Whistleblower Procedures."

Treasury & Finance

Financial Resources

Procurement and disbursement of financial resources must be consistent with the
strategic plans of Congoleum and its financing strategies and be administered
and controlled according to corporate approval and authorization procedures.

Currency

Congoleum will take cost-effective actions to reduce the risk of losses from
currency fluctuations. All such actions will be directly and specifically tied
to identifiable business transactions of Congoleum.

Insurance

A cost-effective insurance program will be maintained to protect Congoleum from
major risks of loss. Potential losses that can be


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absorbed without material adverse effect on the financial condition of Congoleum
may be self-insured.

Reporting Irregularities

Any departure or suspected departure from this policy must be reported in
accordance with Congoleum's "Whistleblower Procedures."

Human Resources

Governing Principle

Employees will be treated with consideration, understanding and respect.
Congoleum will maintain open, two-way communications with all of its employees
regarding matters of mutual concern. Employees are encouraged to discuss openly
with the appropriate managers any job-related problems they have and to make an
earnest effort to resolve differences promptly.

Equal Opportunity

Congoleum does not discriminate against any individual with regard to any term
or condition of employment or participation or the provision of services on
account of race, color, religion, sex, age, national origin, disability, sexual
orientation, ancestry, veteran or marital status or any other consideration
prohibited by applicable law. In addition, Congoleum prohibits sexual or any
other kind of harassment of employees in the workplace by any person.

Compensation & Benefits

Employees should be compensated in a manner that:

      1.    Reflects business conditions.

      2.    Is competitive within the industry in which their business competes
            or the labor market in which their skills are found.

      3.    Reflects individual performance and contribution.

Education & Training

Congoleum will offer employees educational and training opportunities that it
deems appropriate to help them improve job performance and earn promotions to
more responsible jobs in Congoleum.

Community Participation

Congoleum will encourage its employees to participate outside work time in
community educational, civic and cultural organizations and programs that
enhance the security and well-being of employees, their families and the
community.

Whistleblower Procedures

Non-retaliation Against Whistleblower

Federal law provides protection against retaliatory termination or adverse
employment action by Congoleum Corporation, any of its


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subsidiaries or their officers, employees, agents, contractors and
subcontractors (collectively, the "Employer"), against any employee of Congoleum
Corporation, its subsidiaries, contractors or subcontractors who (1) provides
information or otherwise assists in an investigation, or (2) files, testifies,
participates in, or otherwise assists in any proceeding that has been filed or
is about to be filed, in each case, regarding any conduct which the employee
reasonably believes constitutes a violation of federal securities or anti-fraud
laws, when such information is provided to, or the investigation is conducted
by, either (A) a person with supervisory authority over the employee, (B)
another employee of Congoleum Corporation or its subsidiaries who has authority
to investigate or address misconduct, (C) the federal government or (D) Congress
(any of the foregoing actions is referred to as a "Protected Action").

Congoleum Corporation will not condone reprisals against employees or other
persons who in good faith report suspected violations of law, concerns regarding
questionable accounting or auditing matters, or complaints regarding accounting,
internal accounting controls or auditing matters. Open communication of issues
without fear of retribution or retaliation is vital to the continued success of
our business. Unless appropriate members of management learn of a problem, they
cannot deal with the problem. Any delay in addressing such a problem may
compound the problem and increase the harm to Congoleum Corporation and its
stockholders. Supervisors have an additional responsibility to take appropriate
steps to prevent, correct and report misconduct, and supervisors who do not take
appropriate action if they suspect misconduct may be held responsible for
failure to supervise properly.

Accordingly, any officer, manager, supervisor or employee of Congoleum
Corporation or any of its subsidiaries who has authority to make or materially
influence personnel decisions who is found to have taken or recommended an
adverse action against an employee in retaliation for any Protected Action, may
be subject to discipline, including possible termination of employment.

This policy, however, is not intended to protect any employee who knowingly
makes false allegations, statements or reports of alleged violations of federal
securities and anti-fraud laws, and such employees may be subject to discipline,
including possible termination of employment.

If you become aware of a possible violation of law or if you have concerns or
want to file a complaint regarding questionable accounting, internal accounting
controls or auditing matters, then you should follow the procedures set forth
below under the heading "Reporting Violations."

If you believe that you have been discharged, demoted, suspended, threatened,
harassed or in any other manner discriminated against in the


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terms and conditions of your employment because of any lawful action described
in the first paragraph of this policy taken in good faith, you should also
follow the procedures set forth below under the heading "Reporting Violations".
Complaints of this nature should clearly indicate that the violation you are
reporting is a "Complaint of Retaliation Against Whistleblower", and should be
reported to the confidential Whistleblower Hotline.

Reporting Violations

If you become aware of a possible violation of law or if you have concerns or
want to file a complaint regarding questionable accounting, internal accounting
controls or auditing matters, then you should report the possible violation,
concern or complaint as follows:

Whom You Should Contact

Thomas A. Sciortino, Sr. VP of Administration, has been designated as Congoleum
Corporation's Compliance Officer. The Compliance Officer is the official charged
with responsibility for ensuring that Congoleum Corporation's policies for
handling reports of violations of law or concerns or complaints regarding
accounting or auditing matters are effectively investigated and addressed. Thus,
as a general matter, if you become aware of a possible violation of law or if
you have concerns or want to file a complaint regarding questionable accounting,
internal accounting controls or auditing matters, you should contact the
Compliance Officer to report your concerns.

You may make your report to the Compliance Officer either in person, at his
office (at the mailing address below) or by letter, email or telephone by
directing your report as follows:

      If by mail:       3500 Quakerbridge Road
                        PO Box 3127
                        Mercerville, NJ 08619

      If by email:      tsciortino@congoleum.com

      If by telephone:  (609) 584-3535

The Compliance Officer will report to the Audit Committee of the Board of
Directors regarding all reports relating to accounting, internal accounting
controls or auditing matters. You may also report your concerns regarding such
matters directly to our confidential Whistleblower Hotline as described on page
12.

What You Should Include in Your Report

In order for the Compliance Officer to be able to conduct an appropriate
investigation, it is necessary that you provide as much information as you are
able to describe in sufficient detail the nature of the possible violation,
concern or complaint that you are reporting.


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Anonymity and Confidentiality of Reports

All reports made in good faith to the Compliance Officer will be treated
confidentially, except to the extent necessary to investigate the allegations.

Your report relating to accounting, internal accounting controls or auditing
matters may be made anonymously to our confidential Whistleblower Hotline.
Procedures have been established to prevent tracking of incoming phone numbers
and sender's email addresses. Please consider, however, that if you choose to
make an anonymous report and do not provide us with sufficient information, we
may not be able to fully investigate the matter.

To submit a report relating to an accounting, internal accounting control or
auditing matter to the Audit Committee using our confidential Whistleblower
Hotline, go to the secure web site at https://www.openboard.info/cgm where you
can also obtain additional information regarding the handling of your report.
Reports made to our Whistleblower Hotline will be reported to our Compliance
Officer for investigation and reporting to the Audit Committee.


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                              Congoleum Corporation
                             3500 Quakerbridge Road
                                 P. O. Box 3127
                       Mercerville, New Jersey 08619-0127
                                  609-584-3000