SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form 10-K

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

For the fiscal year ended

   December 31, 1996                 Commission File Number    1-4773
----------------------                                      ------------
                        AMERICAN BILTRITE INC.
------------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

                Delaware                       04-1701350
--------------------------------   -------------------------------------
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

  57  River  Street,   Wellesley Hills,  Massachusetts         02181
------------------------------------------------------     -------------
     (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:      (617) 237-6655
                                                         ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
  Title of each class                              which registered
--------------------------                     ------------------------
Common Stock, No Par Value                     American Stock Exchange
--------------------------                     ------------------------

Securities registered pursuant to Section 12(g) of the Act:   NONE

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 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 (229.405 of this chapter) 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]

The aggregate market value of the voting stock of the registrant held by
non-affiliates as of March 10, 1997 was $38,620,000.

The number of shares outstanding of each of the registrant's classes of
common stock as of March 10, 1997 was 3,630,048 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE
Portions  of  the  proxy  statement for  the  annual  meeting  of
stockholders  to  be  held on May 12, 1997  are  incorporated  by
reference into Part III.


<PAGE>

PART I

ITEM 1.  BUSINESS
-----------------

      (a)   General  Development of Business.  American  Biltrite
Inc. ("ABI") was organized in 1908 and is a Delaware corporation.
ABI  operates  domestically through three businesses:   the  Tape
Division,  the  Ideal Tape Division and K&M  Associates  L.P.,  a
Rhode  Island limited partnership ("K&M").  ABI owns a 44% equity
interest  in  Congoleum Corporation ("Congoleum"), a manufacturer
and  producer  of resilient floor tile and sheet vinyl  flooring.
The  Tape  Division  produces adhesive-coated, pressure-sensitive
papers  and  films  used to protect material during  handling  or
storage or to serve as a carrier for transferring decals or  die-
cut   lettering.   The  Ideal  Tape  Division  produces  pressure
sensitive  tapes  and adhesive products used for applications  in
the  footwear, heating, ventilating and air conditioning  (HVAC),
automotive  and electrical and electronic industries.   In  1997,
the two divisions comprising our tape business, Tape Products  in
Moorestown, NJ and Ideal Tape in Lowell, MA, will be consolidated
into a single operating division.

Outside the United States, in addition to international sales  of
Tape  Division  and  Ideal  Tape Division  products,  Ideal  Tape
operates  facilities  in Belgium and Singapore  where  bulk  tape
products  are converted into various sizes to quickly respond  to
customer  demands  in  the  European and  Asian  markets.   Other
international   operations  include:  a  wholly  owned   Canadian
subsidiary  ("ABI-Canada") which produces resilient  floor  tile,
rubber  tiles and Uni-Turf (a vinyl-based floor covering for  use
in   indoor  sports  facilities)  under  license  from  ABI   and
industrial  products  (including  conveyor  belting,  truck   and
trailer  splash guards and sheet rubber material); a  50%  direct
equity  interest  in a Honduran producer of footwear  components;
and, through the Honduran corporation, an indirect interest in  a
Guatemalan foam product manufacturer.

For   financial   reporting  purposes,  as  a   result   of   the
consolidation  of  the accounts of Congoleum  and  K&M  into  the
financial  statements  of  ABI, ABI operates  in  three  industry
segments:   flooring products, industrial products  and  jewelry.
See Note 13 of Notes to the Consolidated Financial Statements.

In  1995,  ABI acquired a controlling interest in K&M, a national
supplier,  distributor and servicer of a wide variety  of  adult,
children's  and  specialty items of fashion jewelry  and  related
accessories.   ABI, through wholly owned subsidiaries,  currently
owns an aggregate 82.25% interest (7% as sole general partner and
75.25%  in  limited partner interests) in K&M.   K&M   wholesales
its  products  to  mass merchandisers and other major  retailers.
It   also   services   certain  retail  merchandisers'   in-store
operations in fashion jewelry and related accessories departments
by  assisting  retailers  in managing inventory  and  maintaining
displays.

                               2
<PAGE>

At  the  beginning  of 1995, ABI indirectly held  an  8%  limited
partner interest in K&M.  During 1995 and in January of 1996, the
Company acquired, through a series of transactions by its  wholly
owned  subsidiaries,  an  additional 67.25%  in  limited  partner
interests  and a 7% sole general partner interest in K&M  for  an
aggregate consideration of $15.5 million in cash, notes  and  ABI
common stock.  Specifically, during 1995 and in January of  1996,
ABI  indirectly acquired  62.25% in limited partner interests for
aggregate  consideration of $13 million in cash,  notes  and  ABI
common  stock and, through the merger of third-party corporations
into  wholly  owned  ABI subsidiaries and  an  additional  5%  in
limited  partner interests and a 7% sole general partner interest
for  aggregate merger consideration of $2.5 million in  cash  and
ABI common stock.  In conjunction with these K&M transactions,  a
wholly owned subsidiary of ABI also entered into agreements  with
the  remaining  limited  partners of K&M which  provide  the  ABI
subsidiary  with the option to buy, and the limited partners  the
option  to  sell,  the  limited  partners'  respective  remaining
interests  in  K&M for an aggregate consideration  based  upon  a
predetermined  formula which is based in  part  on  such  limited
partner's capital account balance at the time of sale.  As of the
date hereof, based on K&M capital account balances as of December
31,   1996,  the  aggregate  purchase  price  under  the   option
agreements  for  the remaining limited partner interests  in  K&M
would  be  $2.9 million.  See Note 4 of Notes to the Consolidated
Financial Statements.

On  February  8, 1995, Congoleum completed a public  offering  of
4,650,000  shares of Class A Common Stock at $13 per share.   The
net  proceeds of the offering, together with certain other  funds
of  Congoleum,  were  used to acquire a  portion  of  Congoleum's
outstanding  Class  B  Common Stock held by  Hillside  Industries
Incorporated.  In conjunction with the transaction, ABI exchanged
its  then  existing shares of Class B Common Stock for  4,395,605
shares of a new series of Class B Common Stock.  The exchange  of
stock did not change the Company's 44% equity ownership interest;
however, the new shares represent 57% of the voting power of  the
outstanding  shares  of  Congoleum, giving  ABI  majority  voting
control.   The accounts of Congoleum have been consolidated  with
the financial statements of ABI in 1995 and 1996.

      (b)   Financial  Information   about   Industry   Segments.
Business segment information is included in Item 8 in Note 13  of
Notes to the Consolidated Financial Statements.

      (c)   Narrative Description of Business.
Marketing,   Distribution  and  Sales.    The   Tape   Division's
-------------------------------------
protective  papers and films are sold domestically and throughout
the world, principally through distributors, but also directly to
certain manufacturers.  Ideal Tape Division products are marketed
through   the   division's  own  sales   force   and   by   sales
representatives  and distributors throughout  the  world.   ABI's
Belgian  and Singapore facilities sell these products  throughout
Europe  and  the Far East, while all domestic and  the  remaining
foreign sales are generated by the Lowell facility.  The business

                               3
<PAGE>

and  operations of the Tape Division and the Ideal Tape  Division
do   not  experience  seasonal  variations,  and  neither   these
divisions  nor  the  industry  in which  they  operate  have  any
material practices with respect to working capital.

ABI-Canada's floor tile and rubber tile products are marketed  in
Canada  and  the United States, principally through  distributors
and to commercial installers.  Uni-Turf is marketed in Canada and
internationally  through distributors.   ABI-Canada's  industrial
products  are  marketed in Canada and the United States   through
distributors  and  also directly to certain large  end-users  and
original equipment manufacturers.

Congoleum  currently sells its products through  distributors  in
the  United States and Canada, as well as directly to  a  limited
number  of  mass  market  retailers.   Congoleum  considers   its
distribution  network  very important to maintaining  competitive
position.    While  most  of  its  distributors   have   marketed
Congoleum's  products for many years, replacements are  necessary
periodically   to  maintain  the  strength  of  the  distribution
network.   Although  Congoleum 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 Congoleum's sales,  at
least  until  a  suitable replacement was  in  place.   Congoleum
produces  goods for inventory and sells on credit  to  customers.
Generally, Congoleum'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.  The  sales
pattern  for  Congoleum's  products 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.

The  products  of  K&M are sold domestically and  throughout  the
world through its own direct sales force and, indirectly, through
a   wholly   owned  subsidiary  and  through  third-party   sales
representatives.    K&M's  business  and  operations   experience
seasonal   variations.   In  general,  fashion  jewelry   supply,
distribution  and  service businesses  respond  to  the  seasonal
demands  of  mass merchandisers and other major retailers,  which
typically  peak in preparation for end-of-year holiday  shopping.
Accordingly, K&M's working capital needs tend to be  greatest  in
the second and third fiscal quarters, while its revenues tend  to
be  greater toward the end of each fiscal year, especially in the
latter part of the third quarter and the first half of the fourth
quarter.

ABI  owns  50%  of Compania Hulera Sula, S.A. de   C.V.  ("Hulera
Sula"),  a  Honduran  corporation, which produces  soles,  heels,
molded soles and heels, sandals and other footwear products under
license  from  ABI and markets such products in  certain  Central
American   countries.    Hulera  Sula   owns   100%   of   Hulera
Sacatepequez,  S.A., a Guatemalan corporation which  manufactures

                               4
<PAGE>

and  markets  products in Guatemala  similar  to  those of Hulera 
Sula. Fomtex, S.A., a Guatemalan  corporation 60% owned by Hulera 
Sula,  manufactures and  markets foam  mattresses, beds and other 
foam products for sale in the Central American market.

Working Capital and Cash Flow.  In general, ABI's working capital
-----------------------------
requirements   are   not   affected   by   accelerated   delivery
requirements  of  major  customers or by obtaining  a  continuous
allotment  of  raw material from suppliers.  ABI does not provide  
special  rights  for customers  to  return  merchandise  and does 
not  provide special seasonal or extended terms to its customers.

Congoleum  produces goods for inventory and sells  on  credit  to
customers.   Generally, Congoleum'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.

Raw Materials.  All of ABI's products are internally designed and
-------------
engineered.  Generally, the raw materials required by ABI for its
manufacturing operations are available from multiple sources, and
ABI has not been dependent on any particular source of supply for
raw  materials  essential to its businesses.   ABI's  subsidiary,
Congoleum, does not have readily available alternative sources of
supply  for specific designs of transfer print paper,  which  are
produced   utilizing  print  cylinders  engraved  to  Congoleum'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.    Congoleum
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.

Competition.  All businesses in which ABI is engaged  are  highly
-----------
competitive.    ABI's    industrial  products   (including   tape
products)  compete  with  those of  some  of  the  largest  fully
integrated  rubber  and plastic companies,  as  well  as  smaller
producers.   In  the floor covering field, ABI-Canada's  products
compete  with  those of other manufacturers of rubber  and  vinyl
floor tiles and with all other types of floor covering.

ABI   competes  with  other  companies  making  similar  products
principally   on  the  basis  of  price,  service   and   product
performance.  In the industrial products category, there  are  at
least 30 competitors, principal among them being Goodyear Canada,
Inc.,  Minnesota Mining & Manufacturing  Company,   Permacel  and
Shuford Mills, Inc.  In  floor  covering products,  ABI  competes  
with Armstrong World Industries, Inc.,  Domco Industries,   Ltd.,
Flextile  Ltd. and Mondo Rubber International, Inc.  as  well  as
with  other  manufacturers of alternate floor  covering  products
such  as carpeting, wood flooring and sheet vinyl flooring.   ABI
competes broadly in all markets for its products.

                               5
<PAGE>

The  market  for  Congoleum's  products  is  highly  competitive.
Resilient sheet vinyl and vinyl tile compete for both residential
and  commercial customers primarily with carpeting, hardwood  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.   Both  hardwood flooring  and  carpeting  are  used
throughout  homes.   Commercial grade, resilient  vinyl  flooring
faces  substantial  competition  from  carpeting,  ceramic  tile,
rubber   tile,   hardwood  flooring  and  stone   in   commercial
applications.    Congoleum  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 Congoleum's view, have advantages over other
floor  covering  products in terms of  both  price  and  ease  of
installation and maintenance.

Congoleum believes that it is the second largest manufacturer  of
resilient  vinyl  flooring products in the United  States,  after
Armstrong    World   Industries,   Inc.    Congoleum   encounters
competition from domestic and, to a much lesser extent,   foreign
manufacturers.    Certain   of   Congoleum's   competitors   have
substantially   greater  financial  and  other   resources   than
Congoleum.

K&M  competes with others on the basis of product pricing and the
effectiveness  of merchandising services offered.   In  assessing
the effectiveness of K&M products and services, customers tend to
focus  on  margin dollars realized from the sales of product  and
return on inventory investment needed to generate sales.  In  its
business  of  wholesaling  and  servicing  fashion  jewelry   and
accessory products to mass merchandising retailers, K&M  has  one
principal competitor, Accessory Associates Inc., offering similar
products and services.  A large number of smaller companies offer
limited products and/or services.

Research  and  Development.   ABI and  Congoleum's  research  and
--------------------------
development  efforts concentrate on new product  development  and
expanding technical expertise in the manufacturing process.   ABI
also  concentrates on improving existing products while Congoleum
also  concentrates  on  trying  to increase  product  durability.
Expenditures for research and development were $5.5 million, $4.4
million  and $4.9 million on a consolidated basis for  the  years
ended December 31, 1996, 1995 and 1994, respectively.

                               6
<PAGE>

Key  Customers.   For  the  year ended  December  31,  1996,  two
--------------
customers  of  Congoleum each accounted for  over  10%  of  ABI's
consolidated sales revenue.  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.  K&M sales during 1996 include sales to large customers which
account  for  less than 10% of ABI's consolidated sales  revenue.
K&M's  top three customers in terms of net sales in 1996 together
account  for approximately 81% of K&M's aggregate net sales,  and
the  loss  of  any  such customer would have a  material  adverse
effect  on  K&M.  See Note 13 of Notes to Consolidated  Financial
Statements, submitted in response to Item 8 in a separate section
of this report.

Backlog.  The dollar amount of backlog of orders believed  to  be
-------
firm  as  of  December   31, 1996 and 1995  was  $20,100,000  and
$18,500,000,  respectively.  It is anticipated that  all  of  the
backlog as of December 31, 1996 will be filled within the current
fiscal  year.  There are no seasonal or other significant aspects
of  the  backlog.  In the opinion of management, backlog  is  not
significant to the business of ABI.

Environmental   Compliance.   Because  of  the  nature   of   the
--------------------------
operations conducted by the Company, the Company's facilities are
subject  to  a broad range of federal, state, local  and  foreign
legal  and  regulatory provisions relating  to  the  environment,
including  those regulating the discharge of materials  into  the
environment,  the  handling and disposal of solid  and  hazardous
substances  and  wastes  and  the  remediation  of  contamination
associated  with  releases  of hazardous  substances  at  Company
facilities  and off-site disposal locations.  ABI  believes  that
compliance  with the federal, state, local and foreign provisions
will  not  have  a material effect upon its capital expenditures,
earnings  and  competitive position.   See  Item  3  for  certain
additional  information regarding environmental matters  included
in the description of legal proceedings.

Employees.   As  of December 31, 1996, ABI employed approximately
---------
2,770  people.

      (d)   Financial  information  about  foreign  and  domestic
operations  and  export sales.  Financial information  concerning
foreign  and  domestic  operations is included in Item 8 in  Note
13  of  Notes  to the Consolidated Financial Statements.   Export
sales   from  the  United  States  were  $17,931,000   in   1996,
$18,057,000 in 1995 and $10,037,000 in 1994.

                               7
<PAGE>

ITEM 2.  PROPERTIES
-------------------

At  December 31, 1996, ABI and Congoleum operated a total of nine
manufacturing   plants,  and  ABI  operated  a  jewelry   product
distribution warehouse, as follows:

<TABLE>
<CAPTION>
                                   Owned       Industry Segment
                                     or           For Which
Location         Square Feet       Leased      Properties Used
--------         -----------       ------      ---------------
<S>              <C>              <C>        <C>
Trenton, NJ       1,050,000        Owned      Flooring products

Marcus Hook, PA   1,000,000        Owned      Flooring products

Trenton, NJ         282,000        Owned      Flooring products

Finksburg, MD       107,000        Owned      Flooring products

Sherbrooke,         330,000        Owned      Industrial and
Quebec                                        flooring products

Moorestown, NJ      225,000        Owned      Industrial products

Lowell, MA           58,000        Owned      Industrial products

Renaix, Belgium      36,000        Owned      Industrial products

Singapore            14,000        Leased     Industrial products

Providence, RI      103,000        Owned      Jewelry products

</TABLE>

ABI  knows  of  no  material defect in the  titles  to  any  such
properties  or material encumbrances thereon. ABI considers  that
all  of  its properties are in good condition and have been  well
maintained.

It   is  estimated  that  during  1996,   ABI's  plants  for  the
manufacture  of floor covering products operated at approximately
75%  of aggregate capacity and its plants for the manufacture  of
industrial  products operated at approximately 97%  of  aggregate
capacity.  All estimates of aggregate capacity have been made  on
the basis of a five-day, three-shift operation.


ITEM 3.   LEGAL PROCEEDINGS
---------------------------
ABI is a co-defendant with  other  manufacturers and distributors
of   asbestos-containing  products  in  approximately  sixty-five
lawsuits.    Under  certain  circumstances,  third  parties   are
contractually liable for up to the full amount of any liabilities
suffered  by ABI in connection with these actions.  ABI  believes
that  these  suits are without merit and that, in any event,  the
damages  sought  are substantially within the  coverages  of  its
applicable liability insurance policies.

                               8
<PAGE>

ABI  has  been  named as a Potentially Responsible Party  ("PRP")
within  the  meaning  of the federal Comprehensive  Environmental
Response  Compensation and Liability Act, as amended  ("CERCLA"),
as  to three sites in three separate states.  At one of the three
sites, the Ideal Tape Division is also named as a PRP.  Under  an
agreement, the Ideal Tape Division will share a percentage of the
costs  with the former owner of the Ideal Tape Division's assets.
At  another  of  these sites ABI, together with  20  other  PRPs,
recently  signed a consent decree and site remediation  agreement
(the  "Agreements")  with  respect to  remediation  at  the  ILCO
Superfund  site located in Leeds, Alabama (the "ILCO Site").   An
action  was commenced for approval of the consent decree  by  the
United  States  against the settling PRPs in  the  United  States
District Court for the Northern District of Alabama on January 2,
1997.    The  currently  estimated  aggregate  future   cost   of
remediation at the ILCO Site is $37.3 million.  Although ABI  has
agreed  to  an interim cost allocation under the site remediation
agreement  of about $1.5 million, based on current estimates  and
analyses,  ABI's  final share of the aggregate remediation  costs
(which  will  depend  upon  a number of  factors,  including  the
outcome of the negotiations regarding the final allocation) could
be as high as $2.4 million payable over a period of four to seven
years.    Under  an  agreement  between  ABI  and  The   Biltrite
Corporation  ("TBC"), TBC is liable for 37.5% of the  remediation
costs  incurred by ABI with respect to the ILCO Site.   Moreover,
ABI  has  asserted  a  claim  for a substantial  portion  of  the
allocation  share attributable to ABI against a third  party  who
the  Company  believes arranged for the shipment of  the  alleged
hazardous substances generated by ABI to the ILCO site.  ABI  and
the  other settling PRPs also have claims against PRPs  who  used
the  ILCO Site and have not settled.  In addition, because  of  a
recent Alabama Supreme Court decision which resolves in favor  of
policyholders   several  important  insurance   coverage   issues
regarding CERCLA liability, ABI has renewed its demand  that  its
insurance  carriers  provide  defense  and  indemnity  for  ABI's
liabilities   at   the  ILCO  Site.   ABI  also  is   potentially
responsible for response and remediation costs as to  two  state-
supervised sites.

At  these five sites, ABI's liability will be based upon disposal
of allegedly hazardous waste material from its current and former
plants.   Except as discussed above regarding the ILCO Site,  the
exact  amount  of  future  costs  to  ABI  resulting  from   such
liability, if any, is indeterminable due to such unknown  factors
as  the magnitude of clean-up costs, the timing and extent of the
remedial  actions  that may be required, determination  of  ABI's
liability  in  proportion to other responsible  parties  and  the
extent to which costs may be recoverable from insurance.

In   addition,  ABI  has  been  named  as  a  defendant  in   two
environmental lawsuits.  In one case, an action is pending in the
United  States  District Court for the District of  Massachusetts
captioned  Olin Corporation v. Fisons, plc, et al,  commenced  on
           --------------------------------------
May  26, 1993.  In 1964, ABI sold a former chemical manufacturing
facility.  There have been three other owners between ABI and the

                               9
<PAGE>

present  owner.   It has been alleged that ABI,  along  with  the
three   other  former  owners  (who  are  also  defendants),   is
responsible  for  a  portion of the site's soil  and  groundwater
response  and  remediation costs.  While  there  is  insufficient
information to determine what these costs will be or  the  extent
of  ABI's responsibility, if any, management believes that it has
legal and equitable defenses to this suit.  In another suit,  ABI
is  alleged to have sent hazardous waste to a municipal landfill.
In  order  to  avoid the cost of litigation, ABI has  offered  to
contribute  $172,620 as part of $2.8 million being raised  by  14
third-party defendants to reach a global settlement of the  case.
The past and future costs to clean up the site are expected to be
approximately $24 million.

ABI  is  involved in other routine legal proceedings relating  to
its  business  and operations.  ABI does not believe  that  these
proceedings will have a material adverse effect in the  aggregate
on ABI's results of operations or financial condition.

ABI's  subsidiary, Congoleum, is also involved in  the  following
legal  proceedings, as reported in Congoleum Corporation's Annual
Report  on  Form 10-K, as filed with the Commission on March  14,
1997:

As  of  December  31,  1996  Congoleum was  named  as  defendant,
together  in  most  cases  with  numerous  other  companies,   in
approximately 661 currently pending lawsuits (including  workers'
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 thickening, 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
workers'  compensation cases, as employees of  Congoleum  or  the
Tile Division) and that included among such products which caused
their diseases were sheet vinyl products provided by Congoleum or
resilient tile provided by the Tile  Division or both.  Congoleum
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
Congoleum  or  the Tile Division was fully bonded or encapsulated
during  the manufacturing process.  Congoleum 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, Congoleum  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 Congoleum's asbestos-

                              10 
<PAGE>

containing  resilient vinyl products will  not  have  a  material
adverse  effect in the aggregate on its results of operations  or
financial position.

Together  with a large number (in most cases, hundreds) of  other
companies,  Congoleum  is named as a PRP in  pending  proceedings
under CERCLA and similar state laws.  In four instances, although
not  named  as  a  PRP,  Congoleum 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, Congoleum anticipates that these proceedings will  be
resolved over a period of years for amounts (including legal fees
and  other  defense  costs)  which Congoleum  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 Company's results of operations or financial
position.

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 Congoleum in  the
Bankruptcy  Court  for the Southern District of  New  York.   The
complaint  asserts  that  Congoleum  tortiously  interfered  with
certain  of Kentile's contracts with its distributors when  those
distributors terminated their agreements with Kentile  to  become
distributors  of  Congoleum's floor tile.   Kentile  seeks  $15.0
million  in  damages  on  account of  the  alleged  interference.
Although  Congoleum's motion to have the proceeding dismissed  on
the pleadings was denied, Congoleum believes that Kentile's claim
is without merit and intends to vigorously contest the lawsuit.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------
Not applicable.

                              11
<PAGE>

PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND
          RELATED SECURITY HOLDER MATTERS
______________________________________________________

The  registrant's  Common Stock is traded on the  American  Stock
Exchange  (ticker symbol ABL).  The approximate number of  record
holders of the Company's Common Stock at March 10, 1997 was 500.

High  and  low stock prices and dividends for the last two  years
were:

<TABLE>
<CAPTION>
                            Sales Price of Common Shares
                            ----------------------------
                               1996               1995
   Quarter                     ----               ----
    Ended                 High      Low      High      Low
  ---------               ----      ---      ----      ---
<S>                      <C>       <C>      <C>       <C>
 March 31                 22 5/8    18 7/8   35 1/4    27 1/4
 June  30                 21        18 1/2   29 7/8    22  3/4
 September 30             20 3/4    18 1/2   25 7/8    21 3/8
 December 31              23 1/8    19 7/8   24 1/8    18 7/8

<CAPTION>
                          Cash Dividends Per Common Share
                          -------------------------------
  Quarter
   Ended                      1996             1995
   -----                      ----             -----
<S>                          <C>              <C>
 March 31                     $ .10            $ .0625
 June 30                        .10              .0875
 September 30                   .10              .1000
 December 31                    .10              .1000
                              -----            -------
                              $ .40            $ .3500
                              =====            =======
</TABLE>
                              12
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA
----------------------------------

<TABLE>
<CAPTION>
                                   Year Ended December 31,
                                   -----------------------
                         1996       1995       1994       1993       1992
                         ----       ----       ----       ----       ----
                               (In thousands, except per share data)
<S>                    <C>        <C>        <C>        <C>        <C>
                                                                        
Net sales                $417,961   $404,473   $106,145   $103,851   $156,668   
                                                                                
Earnings before                                                                 
 other items               13,103     10,811      4,900      3,022      3,827   
                                                                                
Non-controlling                                                                 
 interests                 (6,804)    (4,706)                                  
                                                                                
Equity in earnings of                                                           
 joint venture                                    7,361      2,349              
                                                                                
                                                                                
   Net earnings             6,299      6,105     12,261      5,371      3,827
                                                                                
Total assets              324,966    303,487     82,804     71,697     96,297
                                                                             
Long-term debt            106,721    110,919      4,188      6,249     17,661
                                                                             
Number of shares used                                                        
 in computing primary                                                          
 earnings per share     3,728,860  3,791,476  3,769,134  3,738,844  3,643,984

Primary earnings per
 share                       1.69       1.61       3.25       1.44       1.05
                                                                             
Cash dividends per common                                                    
  share                       .40        .35     .14375       .075       .075

</TABLE>
1993  reflects  the  effect  of the formation  of  the  Congoleum  joint
venture.  1995 and 1996 reflect the consolidation of Congoleum and K&M.
See Note 4 of Notes to the Consolidated Financial Statements.

                              13
<PAGE>

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

Results of Operations

American  Biltrite  Inc.  ("ABI")  1996  and  1995  revenues  and
earnings include those of Congoleum Corporation ("Congoleum") for
both  years and K&M Associates L.P. ("K&M") since April 1,  1995.
In  1994,  ABI's share of Congoleum's net earnings was  accounted
for  on  the  equity method.  In 1995, as a result of Congoleum's
initial public offering of its common stock, ABI's voting control
of  Congoleum increased to 57%, requiring ABI to consolidate  the
financial  statements  of Congoleum with those  of  ABI.   During
1995,  ABI's  ownership  in  K&M  increased  from  8%  to  70.5%,
requiring  ABI to consolidate the financial results of  K&M  with
those  of  ABI.  In 1996, ABI increased its ownership in  K&M  to
82.25%.  In  1994,  ABI only included in income amounts  received
from K&M as partnership distributions and interest on partnership
capital.

Below are the consolidated income statements of the Company.  For
comparative  purposes, presented below is 1994 pro  forma  income
statement  information reflecting the consolidation of  Congoleum
and K&M as though it had occurred January 1, 1994.  See Note 4 of
the audited financial statements.

<TABLE>
<CAPTION>
                                                    Pro forma
                                1996      1995         1994       1994
                                ----      ----         ----       ----
                                            (In millions)
<S>                            <C>       <C>          <C>        <C>
Net sales                       $ 418.0   $ 404.5      $ 409.3    $ 106.1
Interest and other income           4.2       4.8          3.2        1.5
                                -------   -------      -------    ------- 
                                  422.2     409.3        412.5      107.6
Costs and expenses:                                                       
 Cost of products sold            284.3     287.2        266.6       75.9
 Selling, general and                                                       
  administrative expenses         105.2      93.0         97.4       23.4
Interest                           10.7      10.4          9.2         .6
                                -------   -------      -------    -------
                                  400.2     390.6        373.2       99.9
                                -------   -------      -------    -------
Earnings before income taxes                                             
 and other items                   22.0      18.7         39.3        7.7
Provision for income taxes          8.9       7.9         15.3        2.8
Non-controlling interests          (6.8)     (4.7)       (11.0)             
Equity in earnings of                                                     
 joint venture                                                        7.4
                                -------   -------      -------    -------
Net earnings                    $   6.3   $   6.1      $  13.0    $  12.3
                                =======   =======      =======    =======
                                                                          
Earnings per common share       $  1.69   $  1.61      $  3.41    $  3.25
                                =======   =======      =======    =======

                              14
<PAGE>

Year Ended December 31, 1996 Compared to Year Ended December  31,
1995

Net  sales  for  the  year ended December 31,  1996  were  $418.0
million as compared to $404.5 million for the year ended December
31,  1995, an increase of $13.5 million or 3.3%.  Sales increases
were  reflected at ABI's Tape and Canadian divisions  due  to  an
improvement  in  the  economies in the areas  serviced  by  these
operations.  Sales increases at Congoleum were generated  due  to
new  customers,  increased demand from the  manufactured  housing
industry and a 2-3% price increase.  Partially offsetting this at
Congoleum  was a decline in purchases by a major retail  customer
currently operating under bankruptcy protection.  1996 K&M  sales
remained level with 1995, even though 1995 included only 9 months
of  K&M's  operations.  Direct sales at K&M were reduced  as  the
Company  focused  on the higher margin service sales,  and  sales
were adversely affected by a higher level of credits and returns.

The  slight  decrease in other revenues to $2.4 million  in  1996
from $3.0 million in 1995 is due to a small foreign exchange loss
in  1996  and  the  receipt  of  a small  pre-acquisition  profit
distribution from K&M in 1995.  Because ABI's foreign  operations
are limited and conducted in countries that historically have had
stable  currencies and low inflation, ABI believes  movements  of
foreign   currency  exchange  rates  in  the  future  would   not
significantly affect its results of operations.

Cost  of  products sold in 1996 decreased to 68.0% of  net  sales
from  71.0%  last year.  This improvement was generated  at  both
Congoleum and ABI's Canadian division where margins improved  due
to  lower  raw  material costs, increased sales and  pricing  and
improved  manufacturing  productivity.  Margin  improvement  also
occurred  at  K&M  due  to an increase in  service  sales  and  a
decrease in non-service sales.

Selling, general and administrative expenses increased in 1996 to
25.2%  of net sales compared to 23.0% in 1995.  At both  ABI  and
Congoleum,   higher  spending  on  marketing  and   new   product
development  programs  were  the  primary  reason  for   spending
increases.  At Congoleum, costs associated with establishing  new
distribution  in Canada increased costs.  At K&M,  field  service
and  warehouse  costs relating to the high level of  credits  and
allowances issued during the year, together with costs associated
with opening new service stores, were the principal cause of cost
increases in this area.

The  provision for income taxes declined to 40% of pretax  income
in 1996 from 42% in 1995 as a result of lower state taxes.

Net income for the year ended December 31, 1996 was $6.3 million,
up  slightly from net income of $6.1 million for 1995.   ABI  and
Congoleum were profitable in 1996, while K&M operations  continue
to reflect losses; however, at a lower rate than that experienced
in 1995.

                              15
<PAGE>

Year Ended December 31, 1995 Compared to Year Ended December  31,
1994

Net sales increased in 1995 to $404.5 million from $106.1 million
in  1994  due mainly to the 1995 inclusion of Congoleum sales  of
$263.1  million  and K&M sales of $34.7 million.  ABI-Canada  and
Tape Division 1995 sales are slightly ahead of 1994's levels and,
on  a pro forma basis, Congoleum sales are slightly lower in 1995
than  in  the  prior year due to weak retail demand, particularly
for higher priced residential products, and reduced purchases  by
a  major  customer.   Partially offsetting these  decreases  were
sales  of  new  products and increased sales to the  manufactured
housing segment.

Interest  income  increased to $1.8  million  in  1995  from  $.4
million  in 1994.  Interest income at Congoleum amounted to  $1.5
million in 1995.

Other revenue increased to $3.0 million in 1995 from $1.0 million
in  1994, primarily due to the inclusion in 1995 of Congoleum and
K&M.   The most significant item in other revenue is $1.1 million
royalty  income earned at Congoleum, which is comparable  to  the
amount of royalty income earned by Congoleum in 1994.

Cost of products sold in 1995 was 71.0% of net sales and compares
favorably  with  71.5% in 1994.  Historically, gross  margins  at
Congoleum and K&M are higher than those for the rest of  ABI  and
did influence the improvement in gross margins for 1995.  In 1995
at  Congoleum, costs were higher than 1994 due to sharply  higher
raw  material costs.  At K&M in 1995, costs were also higher than
1994 due to product mix changes.

Selling,  general and administrative expenses increased to  23.0%
of  net  sales in 1995 from 22.1% in 1994.  The reason  for  this
increase  is  the impact of expenses at K&M where these  expenses
historically  have been over 35% of net sales due to  the  retail
nature  of  their business.  Excluding K&M from the  calculation,
these percentages would be lower than last year.  At both ABI and
Congoleum, this expense on a pro forma basis is lower  in  actual
dollars due to management control of operating expenses in  light
of  lower  profitability  in  1995.   At  Congoleum,  this  lower
spending level more than offset a $2.5 million charge to bad debt
expense related to the bankruptcy filing of a major retailer.

The  effective tax rate in 1995 was 42% compared to 36% in  1994.
The primary reasons for the increase in the effective tax rate in
1995 are the consolidation of Congoleum, whose effective tax rate
is   41%,   and  the  effect  of  providing  deferred  taxes   on
undistributed domestic earnings.

Pretax  earnings for 1995 of $18.7 million are higher than 1994's
pretax earnings of $7.7 million because of the inclusion in  1995

                              16
<PAGE>

of  Congoleum  and  K&M earnings/loss on  this  line.   In  1994,
Congoleum  was accounted for on the equity in earnings  of  joint
venture  line.  On a pro forma basis, combining the net  earnings
effect  between  years, the contribution to  earnings  from  ABI,
Congoleum and K&M were  lower  than  1994  due  to  a combination  
of factors which include a weak economy, raw material  inflation,  
competitive  pricing  and  a  sluggish  retail environment.  ABI-
Canada  did  not contribute to earnings in  1995 and K&M posted a 
loss.

The  effects of movement in foreign currency exchange rates  were
not significant during 1995.

Liquidity and Capital Resources

At   December  31, 1996, consolidated working capital  was  $86.7
million,  the ratio of current assets to current liabilities  was
2.0  to  1,  and  the  debt  to  equity  ratio  was  1.89  to  1.
Influencing  the  debt  to  equity  ratio  is  $87.8  million  of
Congoleum  debt which has no recourse to ABI.  Net cash  provided
by  operations  during 1996 was $29.0 million,  generated  mainly
from  net  earnings and depreciation.  Capital  expenditures  for
1997  are  estimated to be approximately $24  million.   At  ABI,
capital  expenditures cover normal replacement of  machinery  and
equipment  and process improvement purposes.  At Congoleum,  they
are  proceeding  with  a major program to modernize  and  improve
their  plant  and  equipment.   Because  of  these  programs   at
Congoleum, capital expenditures are expected to continue at  this
level  for  the  next  two  to  three  years.   Depreciation  and
amortization expense is forecast at $15.5 million.

ABI  has  recorded what it believes are adequate  provisions  for
environmental   remediation   and  product-related   liabilities,
including  provisions  for testing for potential  remediation  of
conditions  at  its  own  facilities.   While  ABI  believes  its
estimate  of the future amount of these liabilities is reasonable
and  that  they will be paid over a period of five to ten  years,
the  timing  and amount of such payments may differ significantly
from ABI's assumptions.  Although the effect of future government
regulation could have a significant effect on ABI's costs, ABI is
not  aware  of  any pending legislation which could significantly
affect  the  liabilities ABI has established for  these  matters.
There  can  be  no  assurances  that  the  costs  of  any  future
government regulations could be passed along to its customers.

Certain legal and administrative claims are pending or have  been
asserted  against  ABI, which are considered  incidental  to  its
business.   Among these claims, ABI is a named party  in  several
actions associated with waste disposal sites and asbestos-related
claims.  These actions include possible obligations to remove  or
mitigate  the  effects on the environment of wastes deposited  at
various  sites, including Superfund sites.  The exact  amount  of
such  future  costs to ABI is indeterminable due to such  unknown
factors as the magnitude of clean-up costs, the timing and extent

                              17
<PAGE>

of the remedial actions that  may be required, the  determination 
of ABI's liability in proportion to other potentially responsible  
parties and  the extent to  which  costs  may be recoverable from 
insurance.   ABI  has  recorded  provisions  in   its   financial 
statements for  the estimated  probable  loss associated with all 
known  environmental  and  asbestos-related  contingencies.   The  
contingencies  also  include  claims  for  personal injury and/or 
property damage.

ABI   records  a  liability  for  environmental  remediation  and
asbestos-related  claim costs when a clean-up  program  or  claim
payment   becomes  probable  and  the  costs  can  be  reasonably
estimated.    As   assessments  and  clean-ups  progress,   these
liabilities  are adjusted based upon progress in determining  the
timing  and extent of remedial actions and the related costs  and
damages.   The extent and amounts of the liabilities  can  change
substantially  due  to factors such as the nature  or  extent  of
contamination, changes in remedial requirements and technological
improvements.   Estimated insurance recoveries related  to  these
liabilities are reflected in other noncurrent assets.

ABI  has  recorded  its estimate of losses  associated  with  the
foregoing claims; however, the ultimate outcome of these  matters
cannot presently be determined and could possibly be material  to
the  results  of  operations  or  cash  flows  for  a  particular
quarterly or annual reporting period.

Cash requirements for capital expenditures, working capital, debt
service, equity investments in K&M and the current authorizations
of  $4.7 million to repurchase ABI common stock, $5.0 million  to
repurchase  Congoleum common stock and $7.7 million to repurchase
Congoleum  senior  notes,  are  expected  to  be  financed   from
operating  activities  and borrowings  under  existing  lines  of
credit  which at ABI are presently $34.0 million and at Congoleum
are $30.0 million.

                              18
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

The response to this item is  submitted in a separate section  of
this report.


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

Not applicable.



PART III

Information  in  response  to  Items  10,  11,  12  and   13   is
incorporated  by  reference to ABI's definitive  Proxy  materials
relating  to its Annual Meeting of Stockholders to be  held   May
12,  1997,  to   be filed pursuant to Regulation 14A   under  the
Securities Exchange Act of 1934, as amended.

                              19
<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K
----------------------------------------------------------------
(a)  (1)  and  (2)  The response to this portion of Item 14 is
submitted as a separate section of this report.

      (3)  Listing of Exhibits

      Exhibit No.                 Description
      -----------                 -----------
      3.1    (1)                  Restated Certificate of Incor-
                                  poration

      3.2    (5) IV               By-Laws, amended and restated
                                  as of March 13, 1991

      10(3)  I,   V               1985 Stock Option Plan
                                  ("the 1985 Plan")

      10(4)  II,  V               Form of Agreement pursuant to
                                  the 1985 Plan providing for
                                  ISO's

      10(5)  III, V               Form of Agreement pursuant to
                                  the 1985 Plan providing for
                                  NQSO's

      10(6)  VI                   Joint Venture Agreement dated
                                  as of December 16, 1992 by and
                                  among American Biltrite Inc.,
                                  Resilient Holdings Incorporated,
                                  Congoleum Corporation, Hillside
                                  Industries Incorporated  and
                                  Hillside Capital Corporation

      10(7)  VII                  Closing Agreement dated as of
                                  March 11, 1993 by and among
                                  American Biltrite Inc.,
                                  Resilient Holdings Incorporated,
                                  Congoleum Corporation, Hillside
                                  Industries Incorporated  and
                                  Hillside Capital Corporation

      10(8)  VIII                 1993 Stock Award and Incentive
                                  Plan

      10(9)  XI                   K&M Associates L.P. Amended and
                                  Restated Agreement of Limited
                                  Partnership

      10(10) IX                   Purchase Agreement dated as of
                                  March 31, 1995 by and among
                                  Ocean State and certain limited
                                  partners of K&M (filed herewith)

                              20
<PAGE>

      10(11) IX                   Agreement and Plan of Merger
                                  dated as of April 1, 1995 by and
                                  among the Company, Jewelco
                                  Acquisition Co., Inc., AIMPAR,
                                  Inc., Arthur I. Maier, Bruce
                                  Maier and Edythe J. Wagner
                                  (filed herewith)

      10(12) IX                   Option Agreement dated as of
                                  April 1, 1995 by and among Ocean
                                  State and certain limited
                                  partners of K&M (filed herewith)

      10(13) IX                   Agreement and Plan of Merger
                                  dated as of May 3, 1995 by and
                                  among the Company, Zirconia
                                  Acquisition Co., Inc., Wilbur A.
                                  Cowett Incorporated and Wilbur A.
                                  Cowett (filed herewith)

      10(14)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and Michael J. Glazerman, Trustee
                                  of the Marcus Family Insurance
                                  Trust u/t/d March 1, 1990

      10(15)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Marcus Family 1990
                                  Insurance Trust

      10(16)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Marcus Family 1996
                                  Irrevocable Insurance Trust Dated
                                  October 28, 1996

      10(17)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and The Richard G. Marcus
                                  Irrevocable Insurance Trust of
                                  1990 Dated June 1, 1990

      10(18)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Roger S. Marcus
                                  Irrevocable Insurance Trust Dated
                                  Nov. 29, 1996, Richard G. Marcus,
                                  Trustee

                              21
<PAGE>


      10(19)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Roger S. Marcus
                                  Irrevocable Insurance Trust Dated
                                  Nov. 29, 1996

      10(20)                      Split-Dollar Agreement dated as
                                  of January 9, 1997 by and between
                                  American Biltrite Inc. and Joseph
                                  D. Burns

      10(21)                      Description of Supplemental
                                  Retirement Benefits for
                                  Gilbert K. Gailius

      11                          Statement Re:  Computation of
                                  Per Share Earnings

      13                          Annual Report to Stockholders for
                                  the year ended December 31, 1996
                                  (which is not deemed to be "filed"
                                  except to the extent that portions
                                  thereof are expressly incorporated
                                  by reference in this Annual Report
                                  on Form 10-K)

      21                          Subsidiaries of the Registrant
                                  (including each subsidiary's
                                  jurisdiction of incorporation
                                  and the name under which each
                                  subsidiary does business)

      23(1)                       Consent of Ernst & Young LLP,
                                  Independent Auditors

      23(2)                       Consent of Coopers & Lybrand, L.L.P.
                                  Independent Accountants

      99(1)  X                    Consolidated Financial Statements and
                                  schedule of Congoleum Corporation 
                                  for the year ended December 31, 1994

                              22
<PAGE>
          ________________
          I   Incorporated by reference to exhibit 10(2) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

         II   Incorporated by reference to exhibit 10(3) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

        III   Incorporated by reference to exhibit 10(4) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

         IV   Incorporated by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1991.

          V   Compensatory plans required to be filed as exhibits
              pursuant to Item 14(c) of Form 10-K.

         VI   Incorporated by reference to the exhibits filed with
              the Company's Current Report on Form 8-K filed
              December 21, 1992.

        VII   Incorporated by  reference to the exhibits filed with
              the Company's Current Report on Form 8-K filed
              March 25, 1993.

       VIII   Incorporated by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1993.

         IX   Incorporated by reference to the exhibits to the
              Company's Current Report on Form 8-K as amended
              by the Form 8-K/A filed respectively on May 17, 1995
              and July 17, 1995.

          X   Incorporated by reference to Item 14 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1994.

         XI   Incorporated by reference to Item 14 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1995


(b)  Reports on Form 8-K.  None.

(c)  Exhibits - the response to this portion of Item 14 is
     submitted as a separate section of this report.

(d)  Financial Statement Schedules - the response to this portion of
     Item 14 is submitted as a separate section of this report.

                              23
<PAGE>

                   ANNUAL REPORT ON FORM 10-K

          Item 8, Item 14 (a) (1) and (2), (c) and (d)

 List of Financial Statements and Financial Statement Schedules

            Financial Statements and Supplementary Data

                  Financial Statement Schedules

                  Year Ended December 31, 1996



                     AMERICAN BILTRITE INC.

                 Wellesley Hills, Massachusetts

                              24
<PAGE>

FORM 10-K -- ITEM 14 (a) (1) and (2)

American Biltrite Inc. and Subsidiaries

List of Financial Statements and Financial Statement Schedules


The following consolidated financial statements of American
Biltrite Inc. and subsidiaries are included in Item 8:

     Report of Independent Auditors

     Consolidated balance sheets - December 31, 1996 and 1995

     Consolidated statements of earnings -
     Years ended December 31, 1996, 1995 and 1994

     Consolidated statements of stockholders' equity -
     Years ended December 31, 1996, 1995 and 1994

     Consolidated statements of cash flows -
     Years ended December 31, 1996, 1995 and 1994

     Notes to consolidated financial statements


The following financial statement schedules of American Biltrite
Inc. and subsidiaries are included in Item 14 (d):


Schedule II   -  Valuation and qualifying accounts


The  Consolidated  Financial  Statements of Congoleum Corporation
for  the  year  ended  December  31, 1994   are  incorporated  by 
reference  to  Item  14 of Part IV of ABI's Annual Report on Form 
10-K for the year ended December 31,  1994, filed as Exhibit 99(1) 
hereto.

All other schedules for which provision is made in the applicable
accounting  regulations of the Securities and Exchange Commission
are   not  required  under  the  related  instructions   or   are
inapplicable and therefore have been omitted.

                              25

      Report of Ernst & Young LLP, Independent Auditors


Board of Directors and Stockholders
American Biltrite Inc.


We have audited the accompanying consolidated balance sheets
of American Biltrite Inc. and subsidiaries (the Company)  as 
of December 31, 1996 and 1995, and the related  consolidated 
statements of earnings, stockholders' equity, and cash flows 
for each of the three years in the period ended December 31, 
1996.  Our  audits  also  included  the  financial statement 
schedule listed in the Index at Item 14(a). These  financial 
statements  and  schedule  are  the  responsibility  of  the  
Company's  management.  Our  responsibility is to express an  
opinion  on  these  financial statements  and schedule based  
on  our audits.  The 1994 financial statements of  Congoleum
Corporation (a corporation in which the Company  has  a  44%
interest)  have been audited by other auditors whose  report
has been furnished to us; insofar as our opinion on the 1994
consolidated  financial statements relates to data  included
for  Congoleum  Corporation, it is  based  solely  on  their
report.

We   conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards require  that
we plan and perform the audit to obtain reasonable assurance
about  whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial statements.  An audit also includes assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation.  We believe that our audits and  the
report of other auditors provide a reasonable basis for  our
opinion.

In  our  opinion,  based on our audits and,  for  1994,  the
report  of other auditors, the financial statements referred
to  above  present  fairly, in all  material  respects,  the
consolidated  financial position of American  Biltrite  Inc.
and  subsidiaries  at December 31, 1996 and  1995,  and  the
consolidated  results  of their operations  and  their  cash
flows  for  each  of  the three years in  the  period  ended
December  31,  1996,  in conformity with generally  accepted
accounting  principles.  Also, in our opinion,  the  related 
financial statement schedule, when considered in relation to
the basic  financial  statements  taken as a whole, presents 
fairly in all material  respects the  information  set forth
therin.

/s/ Ernst & Young LLP
---------------------
Boston, Massachusetts
March 4, 1997

                              26
<PAGE>

                  REPORT OF INDEPENDENT ACCOUNTANTS  


To the Board of Directors and Shareholders
Congoleum Corporation

We  have audited the  balance sheet of Congoleum Corporation
as  of  December 31,  1994  and  the  related  statements of
operations,  changes  in stockholders' equity and cash flows
for the  year  then ended  December 31, 1994.   We have also
audited the financial statement schedule listed in the Index
as Item 14(a) of the  Congoleum Corporation 10K for the year
ended  December 31,  1994.   These  financial statements and
financial  statement  schedule are the responsibility of the
Company's management.   Our  responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing  standards.  Those  standards  require that we plan
and  perform  the audit to obtain reasonable assurance about
whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts  and  disclosures  in the 
financial statements.   An audit also includes assessing the
accounting principles used and significant estimates made by
management,  as  well  as  evaluating  the overall financial 
statement  presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above 
present  fairly,  in  all  material  respects, the financial
position of  Congoleum  Corporation as of December 31, 1994,
and  the  results  of  its operations and its cash flows for 
the  year  ended  December  31,  1994,  in  conformity  with 
generally  accepted  accounting principles.  In addition, in
our  opinion,  the  financial statement schedule referred to
above,  when  considered  in relation to the basic financial 
statements taken as a whole, presents fairly in all material
respects, the information required to be included therein.



/s/Coopers & Lybrand L.L.P.
---------------------------
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 24, 1995

                              27
<PAGE>


</TABLE>
<TABLE>
           American Biltrite Inc. and Subsidiaries
                              
         Consolidated Balance Sheets (Notes 1 and 4)
                  (In thousands of dollars)
                              
<CAPTION>                              
                                                       December 31
                                                    1996          1995
                                                  -----------------------
<S>                                              <C>           <C>       
Assets                                                                 
Current assets:                                                           
 Cash and cash equivalents                        $ 33,658      $ 39,297
 Short-term investments                             17,500              
 Accounts and notes receivable, less allowances                        
  of $4,935 in 1996 and $6,477 in 1995 for                               
  doubtful accounts and discounts                   34,849        30,708
 Inventories                                        81,058        82,853
 Prepaid expenses and other current assets           8,660        11,268
                                                 -----------------------
Total current assets                               175,725       164,126
                                                                      
Other assets:                                                        
 Goodwill, net                                      24,510        23,579
 Deferred income taxes                               3,068         2,873
 Other assets                                        9,779         8,614
                                                 -----------------------
                                                    37,357        35,066
                                                                      
Property, plant and equipment, net                 111,884       104,295
                                                 -----------------------    
Total assets                                      $324,966      $303,487
                                                 =======================
</TABLE>                                             
                              28       
<PAGE>
                       
<TABLE>   
<CAPTION>        
                                                      December 31           
                                                   1996          1995      
                                                 -----------------------
<S>                                             <C>           <C>      
Liabilities and stockholders' equity       
Current liabilities:                       
 Notes payable to banks                           $ 10,250              
 Accounts payable                                   27,745      $ 29,094
 Accrued expenses                                   49,856        44,819
 Current portion of long-term debt                   1,156         3,207
                                                 -----------------------
Total current liabilities                           89,007        77,120
                                                                         
Long-term debt, less current portion               105,565       107,712
Other liabilities                                   49,735        48,180
Non-controlling interests                           18,898        12,679
                                                                           
Stockholders' equity                                                     
 Common stock, without par value--authorized                             
 15,000,000 shares, issued 4,607,902 shares         19,469        19,469  
 Retained earnings                                  56,920        52,096
 Equity adjustment from foreign currency                                 
  translation                                       (1,921)       (2,334)
 Minimum pension liability                            (877)         (445)
                                                 -----------------------
                                                    73,591        68,786
Less cost of shares of common stock in                                    
 treasury (977,854 shares in 1996 and                                   
  937,966 shares in 1995)                           11,830        10,990
                                                 -----------------------
Total stockholders' equity                          61,761        57,796
                                                 -----------------------  
Total liabilities and stockholders' equity        $324,966      $303,487    
                                                 =======================
</TABLE>
[FN]
See accompanying notes.
                              29
<PAGE>

<TABLE>
           American Biltrite Inc. and Subsidiaries
                              
     Consolidated Statements of Earnings (Notes 1 and 4)
      (In thousands of dollars, except per share data)
                              
<CAPTION>                              
                                        Year ended December 31
                                    1996         1995         1994
                                 ------------------------------------- 
<S>                              <C>           <C>          <C>        
Revenues:                                                               
 Net sales                         $417,961      $404,473     $106,145
 Interest                             1,807         1,765          416
 Other                                2,422         3,026        1,039
                                 -------------------------------------
                                    422,190       409,264      107,600
Costs and expenses:                                                    
 Cost of products sold              284,305       287,177       75,870
 Selling, general and                                                  
  administrative expenses           105,164        92,965       23,410
 Interest                            10,747        10,402          606
                                 -------------------------------------
                                    400,216       390,544       99,886
                                 -------------------------------------
Earnings before income taxes                                           
 and other items                     21,974        18,720        7,714
                                                                         
Provision for income taxes            8,871         7,909        2,814
                                 -------------------------------------
                                     13,103        10,811        4,900
Non-controlling interests            (6,804)       (4,706)            
Equity in earnings of joint                                           
 venture                                                         7,361
                                 -------------------------------------     
Net earnings                       $  6,299      $  6,105     $ 12,261
                                 =====================================    
Earnings per common share:                                             
                                                                        
Primary                            $   1.69      $   1.61     $   3.25
                                 ===================================== 
                                                                      
Fully diluted                      $   1.68      $   1.61     $   3.24
                                 =====================================
</TABLE>
[FN]
See accompanying notes.
                              30
<PAGE>

<TABLE>
           American Biltrite Inc. and Subsidiaries
                              
       Consolidated Statements of Stockholders' Equity
                  (In thousands of dollars)
                              
<CAPTION>                              
                                                    Foreign                
                                                    Currency      Minimum      
                               Common   Retained   Translation    Pension    Treasury
                               Stock    Earnings    Adjustment   Liability     Stock
                               ------------------------------------------------------                                      
<S>                            <C>       <C>        <C>           <C>        <C>                         
Balance at January 1, 1994      $18,997   $38,843    $(1,724)                 $12,160
 Net earnings                              12,261                                    
 Dividends declared ($.14375                                                         
  per share)                                 (512)                                    
 Effects of Congoleum capital                                                        
  transactions                               (948)                                     
 Foreign currency translation                                                        
  adjustment                                            (713)                        
 Exercise of stock options                                                        (79)
 Purchase of treasury stock                                                         2
                               ------------------------------------------------------
Balance at December 31, 1994     18,997    49,644     (2,437)                  12,083
 Net earnings                               6,105                                                               
 Dividends declared ($.35 per                                                        
  share)                                   (1,276)                                   
 Effects of Congoleum capital                                                        
  transactions                             (2,377)                                   
 Foreign currency translation                                                       
  adjustment                                             103                           
 Exercise of stock options                                                       (512)     
 Tax benefits associated with                                                         
  the exercise of stock                                                               
  options                           472                                                
 Purchase of treasury stock                                                     1,593
 Issuance of treasury stock                                                          
  in connection with K&M                                                              
  transactions                                                                 (2,174) 
 Minimum pension liability                                                                     
  adjustment, net of tax                                                                    
  benefit                                                          $(445)                    
                               ------------------------------------------------------                     
Balance at December 31, 1995     19,469    52,096     (2,334)       (445)      10,990
Net earnings                                6,299                                                              
Dividends declared ($.40 per                                                         
share)                                     (1,458)                                   
Effects of Congoleum capital                                                         
transactions                                  (17)                                   
Foreign currency translation                                                         
adjustment                                               413                          
Exercise of stock options                                                         (39)      
Purchase of treasury stock                                                        879       
Minimum pension liability                                                                                 
adjustment, net of tax                                                               
benefit                                                             (432)             
                               ------------------------------------------------------           
Balance at December 31, 1996    $19,469   $56,920    $(1,921)      $(877)     $11,830
                               ======================================================                                         
</TABLE>
[FN]
See accompanying notes.
                              31
<PAGE>

<TABLE>
           American Biltrite Inc. and Subsidiaries
                              
    Consolidated Statements of Cash Flows (Notes 1 and 4)
                  (In thousands of dollars)
                              
<CAPTION>                              
                                                  Year ended December 31
                                               1996        1995        1994
                                            ----------------------------------    
<S>                                         <C>         <C>         <C>      
Operating activities                                                         
Net earnings                                  $ 6,299     $ 6,105     $12,261
Adjustments to reconcile net income     
 to net cash provided by operating     
 activities:        
  Depreciation and amortization                13,874      12,104       2,715
  Provision for doubtful accounts                 750       2,522         189
  Equity in earnings of joint venture                                  (7,361)
  Deferred income taxes                         1,934       2,393         298
  Accounts and notes receivable                (5,062)      2,685         (43)
  Inventories                                   1,495      (5,355)     (3,597)
  Prepaid expenses and other current assets     1,733        (718)       (155)
  Accounts payable and accrued expenses         2,315      (7,007)      3,561
  Non-controlling interests                     6,804       4,706            
  Other                                        (1,165)     (1,631)       (270)
                                            ----------------------------------
Net cash provided by operating activities      28,977      15,804       7,598
                          
Investing activities            
Purchases of short-term investments           (45,000)    (22,005)     (8,190)
Proceeds from sales of short-term    
 investments                                   27,500      50,300       5,895 
Investments in property, plant and    
 equipment                                    (19,869)    (14,121)     (8,599)
Business acquisitions, net of cash  
 acquired                                      (1,680)     (5,274)           
Redemption of preferred stock by equity  
 investee                                                               5,000
Other                                                                     692
                                            ----------------------------------
Net cash provided (used) by investing    
 activities                                   (39,049)      8,900      (5,202)
             
Financing activities     
Long-term borrowings                           15,000                        
Payments on long-term debt                    (19,457)     (3,436)     (2,072)
Short-term borrowings                          10,250      12,000             
Payments on short-term borrowings                                      (1,000)
Payment of loans from affiliates                           (5,792)            
Net proceeds from Congoleum equity offering                56,219             
Repurchase of Congoleum class B shares                    (60,450)            
Other                                          (2,298)     (2,971)       (435)
                                            ----------------------------------
Net cash provided (used) by financing  
 activities                                     3,495      (4,430)     (3,507)
                 
Effect of foreign exchange rate changes   
 on cash                                          938        (678)       (534)
                                            ----------------------------------  
Increase (decrease) in cash and cash  
 equivalents                                   (5,639)     19,596      (1,645)
Cash and cash equivalents at beginning 
 of year (including Congoleum Corporation        
 in 1996 and 1995)                             39,297      19,701       6,528
                                            ----------------------------------                                                   
Cash and cash equivalents at end of year      $33,658     $39,297     $ 4,883
                                            ==================================
</TABLE>
[FN]
See accompanying notes.
                              32
<PAGE>

           American Biltrite Inc. and Subsidiaries
          Notes to Consolidated Financial Statements
                       December 31, 1996                             


1.  Significant Accounting Policies

Principles of Consolidation

The  consolidated financial statements include the  accounts
of  American Biltrite Inc. and its wholly-owned subsidiaries
(referred to as ABI) as well as entities over which  it  has
voting  control.  As described in Note 4, ABI in 1995 gained
voting  control  over Congoleum Corporation (Congoleum)  and
K&M  Associates L.P. (K&M).  (ABI, Congoleum,  and  K&M  are
collectively referred to as the Company.)  Until  1995,  the
Company's  investments in Congoleum and K&M  were  accounted
for  under  the equity method and cost method, respectively.
Intercompany    accounts    and   transactions,    including
transactions  with  associated  companies  which  result  in
intercompany profit, are eliminated.

Use of Estimates

The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make  estimates and assumptions that affect the reported
amounts   of  assets  and  liabilities  and  disclosure   of
contingent   liabilities  at  the  date  of  the   financial
statements and the reported amounts of revenues and expenses
during  the  reporting period.  Actual results could  differ
from those estimates.

Cash Equivalents

Cash  equivalents  represent highly-liquid debt  instruments
with  maturities  of three months or less  at  the  date  of
purchase.    The   carrying  value   of   cash   equivalents
approximates fair value.

Short-Term Investments

Investments  in  A1/P1  commercial  paper  with  a  maturity
greater than three months, but less than six months, at  the
time   of   purchase   are  considered  to   be   short-term
investments.   The  carrying amount of the commercial  paper
approximates fair value due to its short maturity.

                              33           
<PAGE>

           American Biltrite Inc. and Subsidiaries
          Notes to Consolidated Financial Statements
                       December 31, 1996

1.  Significant Accounting Policies (continued)

Inventories

Inventories are stated at the lower of cost or market.  Cost
is  determined by the last-in, first-out (LIFO)  method  for
most of the Company's domestic inventories and the first-in,
first-out   (FIFO)   method  for   the   Company's   foreign
inventories.

Property, Plant and Equipment

These   assets   are  stated  at  cost.   Expenditures   for
maintenance,  repairs and renewals are charged  to  expense;
major improvements are capitalized.  Depreciation, which  is
determined using the straight-line method, is provided  over
the estimated useful lives (30 to 40 years for buildings and
building   improvements,  10  to  15  years  for  production
equipment  and heavy duty vehicles, and 3 to  10  years  for
light duty vehicles and office furnishings and equipment).

Debt Issue Costs

Costs  incurred in connection with the issuance of long-term
debt have been capitalized and are being amortized over  the
life  of  the  related debt agreements. Such costs,  net  of
accumulated   amortization,  amounted  to   $2,359,000   and
$3,014,000 at December 31, 1996 and 1995, respectively,  and
are included in other noncurrent assets.

Goodwill

The  excess  of  purchase  cost  over  the fair value of the  
net  assets  acquired  (goodwill)  established  by Congoleum
is  being amortized on a straight-line basis over 40  years.
Goodwill associated with the K & M transactions (see Note 4)
is  being  amortized over 20 years.  At each  balance  sheet
date,  the  Company  evaluates  the  recoverability  of  its
goodwill  using  certain  financial  indicators,   such   as
historical  and  future  ability  to  generate  income  from
operations.  Accumulated amortization amounted to $5,394,000
and $4,376,000 at December 31, 1996 and 1995, respectively

                              34
<PAGE>  

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

1.  Significant Accounting Policies (continued)

Impairment of Long-Lived Assets

In  the  event  that  facts and circumstances  indicate  the
Company's   assets  may  be  impaired,  an   evaluation   of
recoverability  would be performed.   If  an  evaluation  is
required,  the  estimated  future  undiscounted  cash  flows
associated  with the asset would be compared to the  asset's
carrying amount to determine if a write-down to fair  market
value is required.

Revenue Recognition

The   Company  records  revenue,  net  of  a  provision  for
estimated returns and allowances, upon shipment.

Income Taxes

The  Company  provides for income taxes based upon  earnings
reported  for  financial statement purposes.   Deferred  tax
assets  and  liabilities are determined based  on  temporary
differences between the financial reporting and tax bases of
assets and liabilities.

Stock-Based Compensation

Effective January 1, 1996, the Company adopted Statement  of
Financial  Accounting Standards ("SFAS") No. 123, Accounting
for  Stock-Based  Compensation.  SFAS No. 123  requires  the
recognition  of, or disclosure of, compensation expense  for
grants  of stock options or other equity instruments  issued
to employees based on their fair value at the date of grant.
As  permitted  by  SFAS  No. 123, the  Company  elected  the
disclosure   requirements   instead   of   recognition    of
compensation  expense and therefore will continue  to  apply
existing accounting rules.

Research and Development Costs

Expenditures relating to the development of new products are
charged   to   operations  as  incurred  and   amounted   to
$5,513,000,  $4,441,000 and $1,425,000 for the  years  ended
December 31, 1996, 1995 and 1994, respectively.

                              35
<PAGE>

          American Biltrite Inc. and Subsidiaries          
         Notes to Consolidated Financial Statements
                       December 31, 1996

1.  Significant Accounting Policies (continued)

Foreign Currency Translation

All  balance  sheet  accounts of  foreign  subsidiaries  are
translated at the current exchange rate and income statement
items  are translated at the average exchange rate  for  the
period;  resulting translation adjustments are made directly
to  a  separate component of stockholders' equity.  Realized
exchange  gains  and  losses  (immaterial  in  amount)   are
included in current operations.

Issuances of Stock by Subsidiaries

The   Company  accounts  for  issuances  of  stock  by   its
subsidiaries as capital transactions.

Earnings Per Common Share

Primary earnings per share have been computed based upon the
weighted-average number of common shares outstanding  during
the  year,  adjusted  for  the  dilutive  effect  of  shares
issuable upon the exercise of stock options determined based
upon average market price for the period.

Fully  diluted  earnings per share have been computed  based
upon   the   weighted-average  number   of   common   shares
outstanding  during  the  year, adjusted  for  the  dilutive
effect  of  shares  issuable  upon  the  exercise  of  stock
options,  determined based upon the higher  of  the  average
price for the period or the period-ending market price.

Pending Accounting Standards

In   October   1996,  the  Accounting  Standards   Executive
Committee  (AcSEC)  of the American Institute  of  Certified
Public   Accountants   issued   SOP   96-1,   "Environmental
Remediation  Liabilities." SOP 96-1  provides  authoritative
guidance  on  the  recognition,  measurement,  display,  and
disclosure of environmental remediation liabilities  and  is
effective  January 1, 1997 for the Company. The adoption  of
SOP  96-1 is not expected to have a material effect  on  the
consolidated financial statements.

                              36
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

2.  Inventories

Inventory  at  December 31, 1996 and 1995 consisted  of  the
following:

<TABLE>
<CAPTION>
                                           1996       1995
                                       ----------------------
                                          (In thousands)
<S>                                    <C>         <C>                
Finished goods                          $ 55,356    $ 54,629
Work-in-process                            9,315      11,984
Raw materials and supplies                16,387      16,240
                                       ----------------------           
                                        $ 81,058    $ 82,853
                                       ======================
</TABLE>

At December 31, 1996, domestic inventories determined by the
LIFO  inventory method amounted to $58,312,000  ($59,293,000
at  December  31, 1995).  If the FIFO inventory  method  had
been  used  for  these  inventories, they  would  have  been
$329,000  lower and $1,782,000 higher at December  31,  1996
and 1995, respectively.

3.  Property, Plant and Equipment

A  summary  of the major components of property,  plant  and
equipment is as follows:

<TABLE>
<CAPTION>
                                             December 31
                                           1996       1995
                                        ----------------------
                                           (In thousands)
<S>                                     <C>          <C>                   
Land and improvements                    $  5,451     $  5,452
Buildings                                  45,294       42,133
Machinery and equipment                   158,050      145,543
Construction-in-progress                   12,561        8,893
                                        ----------------------
                                          221,356      202,021
Less accumulated depreciation             109,472       97,726
                                        ----------------------   
                                         $111,884     $104,295
                                        ======================
</TABLE>

Depreciation  expense  amounted to $12,151,000,  $11,274,000
and $2,715,000 in 1996, 1995 and 1994, respectively.

                              37
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

4.  Related-Party Transactions

Included in other assets on the accompanying balance  sheets
is  ABI's investment in Compania Hulera Sula, S.A.,  a  50%-
owned associate. The investment is accounted for on the cost
method  due to the uncertainty of the political climate  and
currency restrictions in Honduras.  At December 31, 1996 and
1995, ABI's investment was $1,100,000.

1996 and 1995 Transactions

On  February 8, 1995, Congoleum completed a public  offering
of  4,650,000  shares of Class A Common  Stock  at  $13  per
share.   The  net  proceeds of the offering,  together  with
certain  other funds of Congoleum, were used  to  acquire  a
portion of Congoleum's outstanding Class B Common Stock held
by  Hillside Industries Incorporated.  As a result of  these
transactions, ABI recorded a charge to stockholders'  equity
of   $2,377,000   in  1995.   In  conjunction   with   these
transactions, the Company exchanged its shares  of  Class  B
Common Stock for 4,395,605 shares of a new series of Class B
Common  Stock  (the foregoing transactions are  collectively
referred to as the Congoleum transactions).  The exchange of
stock  did  not change the Company's 44% ownership interest,
however,  the new shares represent 57% of the voting  shares
of   Congoleum,   giving   ABI  majority   voting   control.
Accordingly,   the   accounts   of   Congoleum   have   been
consolidated  into the financial statements of  the  Company
beginning in 1995.

During  1995,  the  Company purchased  an  additional  55.5%
limited partnership interest and 7% sole general partnership
interest  in  K&M,  a  national jewelry  supplier  (the  K&M
transactions).   The K&M transactions were  completed  in  a
series  of  transactions  for  aggregate  consideration   of
$13,605,000  and  were  accounted  for  using  the  purchase
method.   Goodwill of $10,863,000 was recorded in connection
with  these  transactions and is being amortized  using  the
straight-line method over a 20-year life.

The  first  series  of transactions, in which  ABI  acquired
50.5%  limited  partnership interest  and  7%  sole  general
partnership  interest,  were completed  effective  April  1,
1995,   and   provided   ABI  voting   control   over   K&M.
Accordingly,  the accounts of K&M have been consolidated  in
the  financial statements of ABI since April 1,  1995.   The
second  transaction, in which ABI acquired an additional  5%
limited partnership interest, was completed in August 1995.

                              38
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

4.  Related-Party Transactions (continued)

In   January  1996,  ABI  acquired  an  additional   limited
partnership   interest  of  11.75%  for   consideration   of
$1,939,000.   At  December  31, 1996,  ABI  owns  an  82.25%
partnership interest in K&M.

In  conjunction with the K&M transactions, ABI also  entered
into  agreements with the remaining limited partners of K&M,
providing  ABI the option to buy, and providing the  limited
partners   of   K&M  the  option  to  sell,  the   remaining
partnership  interests  in K&M.  If  all  of  the  remaining
limited partnership interests in K&M were to be purchased by
ABI,  the  purchase  price  would  amount  to  approximately
$2,929,000 at December 31, 1996.

Prior to the completion of the K&M transactions, ABI held an
8%  limited partnership interest in K&M, which it  accounted
for using the cost method.

The following pro forma financial statements give effect  to
the  K&M  and  Congoleum transactions  as  though  they  had
occurred on January 1, 1994 (in thousands, except per  share
amounts):

<TABLE>
<CAPTION>
                                          Year ended
                                          December 31
                                             1994
                                         ------------
<S>                                        <C>       
Revenue                                     $409,300
                                         ============
Net earnings                                $ 12,950
                                         ============
Earnings per common share:              
  Primary                                   $   3.41
                                         ============
  Fully diluted                             $   3.40
                                         ============
</TABLE>
                              39
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

4.  Related-Party Transactions (continued)

1994 Transactions

On  January 25, 1994, Congoleum completed a public  offering
of $90,000,000 senior notes due 2001.  The net proceeds were
used  to  (i) redeem approximately $30,000,000 of  preferred
stock  and  accrued  dividends (including  ABI's  $5,000,000
preferred   stock  investment);  (ii)  repay   approximately
$30,000,000  of  indebtedness and  accrued  interest;  (iii)
purchase  outstanding warrants for approximately  $8,500,000
and  (iv)  fund working capital requirements. In  connection
with  the  purchase  of  outstanding warrants,  ABI  charged
$948,000  to  retained earnings to reflect the reduction  in
the equity of Congoleum.

ABI and Congoleum provide certain goods and services to each
other  pursuant to agreements which were negotiated at  arms
length  at  the time of the formation of the joint  venture.
Purchase  and sales transactions with Congoleum during  1994
were approximately $3,800,000 and $4,500,000, respectively.

5.  Accrued Expenses

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                           1996       1995
                                        ---------------------
                                            (In thousands)
<S>                                    <C>         <C>              
Accrued advertising and 
 sales promotions                       $20,666     $18,780
Employee compensation and   
 related benefits                        12,832      11,226
Interest                                  3,745       3,861
Environmental liabilities                 3,267       3,127
Other                                     9,346       7,825
                                        ---------------------          
                                        $49,856     $44,819
                                        =====================
</TABLE>
                              40
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                      December 31, 1996
    
6.  Financing Arrangements

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                             1996      1995
                                        -----------------------
                                            (In thousands)
<S>                                     <C>          <C>                     
9.0% Senior Notes, due 2001              $ 87,750     $ 90,000
Line of credit obligations                 15,000       12,000
9.65% notes                                              2,000
Other notes                                 3,971        6,919
                                        -----------------------
                                          106,721      110,919
Less current portion                        1,156        3,207
                                        -----------------------          
                                         $105,565     $107,712
                                        =======================
</TABLE>

The  9.0%  Senior Notes are obligations of ABI's subsidiary,
Congoleum.  The Senior Notes have no recourse to the  assets
of  ABI  and  K&M,  and  are redeemable  at  the  option  of
Congoleum,  in whole or in part, at any time  on  and  after
February  1,  1998  at  a  predetermined  redemption   price
(ranging  from  103%  to  100%),  plus  accrued  and  unpaid
interest  to  the  date  of  redemption.   As  a  result  of
Congoleum's   consummation  of  its  initial  public   stock
offering  in  1995,  it may use all  or  a  portion  of  the
proceeds of such offering on or before the third anniversary
of  the issuance of the Senior Notes to redeem up to 25%  of
the   aggregate  principal  amount  of  the   Senior   Notes
originally  issued  at  a redemption  price  of  108%,  plus
accrued and unpaid interest to the date of redemption.

During  1996,  Congoleum's Board  of  Directors  approved  a
program  to  repurchase up to $10 million of its outstanding
Senior  Notes  either  in the open market  or  in  privately
negotiated  transactions.  At December 31,  1996,  Congoleum
had   repurchased  $2,250,000  of  its  Senior  Notes.    In
connection with the repurchase, Congoleum also wrote  off  a
portion  of  the  debt  issuance cost  associated  with  the
repurchased  Senior  Notes. Net  loss  associated  with  the
senior  note  repurchase  was immaterial  to  the  financial
statements, and is included in other expense for the  period
ended December 31, 1996. The fair value of the Senior Notes,
estimated   based   on   the  quoted   market   price,   was
approximately $87,311,000 at December 31, 1996.

                              41
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

6.  Financing Arrangements (continued)

In January 1996, ABI entered into a credit agreement with an
insurance company (the Agreement) providing for the issuance
of  senior  promissory notes aggregating  $30  million.   In
January  1996,  $15 million principal amount of  notes  were
issued  (Series A Notes).  The Series A Notes bear  interest
at 6.71% per annum and are payable in annual installments of
$3  million beginning in 1999.  ABI, with the consent of the
lender,  may  issue through January 1998 the additional  $15
million  of  promissory notes available under the agreement.
All  notes issued under the Agreement are obligations of ABI
and have no recourse to the assets of Congoleum or K&M.  The
fair value of the Series A Notes approximates their carrying
value at December 31, 1996.

Of  the  $15  million  proceeds  from  the  Series  A  Notes
offering, the Company used $12 million to repay amounts  due
under  its  line of credit arrangements and  $2  million  to
retire  its  9.65%  notes.  Accordingly,  such  amounts  are
classified as long-term obligations at December 31, 1995.

Other  notes  mainly  comprise promissory  notes  issued  in
connection with the K&M transactions (described in Note  4),
which  bear interest at 1% above the First National Bank  of
Boston's  base lending rate ( 8.25% at December  31,  1996),
and  are repayable through 1999.  The carrying value of  the
other notes approximates fair value.

                              42
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

6.  Financing Arrangements (continued)

The  Company, at December 31, 1996, had revolving and  other
short-term  agreements providing for secured  and  unsecured
borrowings  up  to  $64  million with interest  accruing  at
variable rates, which at December 31, 1996 ranged from  6.9%
to   8.25%.  At  December  31,  1996,  the  weighted-average
interest rate on the $10.25 million outstanding under  these
arrangements, which is unsecured, was approximately  7%. The
carrying value of amounts outstanding under these agreements
at  December 31, 1996, approximates fair value.   Commitment
fees  and compensating balance requirements associated  with
these agreements are insignificant.

The  terms  of the Company's loan agreements impose  certain
restrictions on its ability to incur additional indebtedness
and  call for the maintenance of specific levels of  working
capital  and minimum net worth and restrict the  payment  of
cash  dividends to holders of common stock and other capital
distributions  as defined.  At December 31,  1996,  retained
earnings  which  were unrestricted as to such  distributions
amounted to $3,602,000.

Interest   paid   on  all  outstanding  debt   amounted   to
$10,825,000  in  1996, $10,111,000 in 1995 and  $804,000  in
1994.

Principal  payments  on the Company's long-term  obligations
due  in  each  of  the next five years are  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                 <S>                 <C>
                  1997                $  1,156
                  1998                   1,156
                  1999                   4,156
                  2000                   3,000
                  2001                  90,750

</TABLE>
                              43
<PAGE>
 
           American Biltrite Inc. and Subsidiaries
          Notes to Consolidated Financial Statements
                       December 31, 1996          

7.  Other Liabilities

Other liabilities consist of the following:

<TABLE>
<CAPTION>
                                             1996       1995
                                         -----------------------
                                              (In thousands)
<S>                                       <C>          <C>   
Pensions                                   $13,882      $14,304
Postretirement benefits                     10,249       10,615
Environmental remediation and                                   
 product related liabilities                10,926       10,415
Accrued worker's compensation                4,871        4,462
Deferred income taxes                        4,707        3,736
Accrued compensation                         1,119        1,534
Other                                        3,981        3,114
                                          ----------------------         
                                           $49,735      $48,180
                                          ======================
</TABLE>

8.  Pension Plans

The Company sponsors several noncontributory defined benefit
pension plans covering substantially all employees.  Amounts
funded  annually  by the Company are actuarially  determined
using  the projected unit credit and unit credit method  and
are  equal  to or exceed the minimum required by  government
regulations.  Pension fund assets are invested in a  variety
of equity and fixed-income securities.

The components of net periodic pension cost were as follows:

<TABLE>
<CAPTION>  
                                      1996       1995      1994
                                   -----------------------------
                                          (In thousands)
<S>                                <C>        <C>        <C> 
Service cost--benefits earned                                   
 during the period                  $ 1,495    $ 1,268    $  360 
Interest cost on projected                                        
 benefit obligation                   4,706      4,767       924
Actual return on plan assets         (4,393)    (8,558)     (432)
Net amortization and deferral          (158)     4,400      (300)
                                   ------------------------------      
Net periodic pension cost           $ 1,650    $ 1,877    $  552
                                   ==============================
</TABLE>
                              44
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

8.  Pension Plans  (continued)

The  following tables present a reconciliation of the  plans
funded  status  to  amounts  recorded  in  the  consolidated
balance sheets at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                        Plans Whose    Plans Whose
                                       Assets Exceed    Accumulate
                                        Accumulated      Benefits
                                          Benefits    Exceed Assets
                                       ----------------------------
                                              (In thousands)
<S>                                     <C>            <C>
December 31, 1996:                                   
Actuarial present value of benefit                   
 obligations:
Vested benefit obligations               $  8,575       $ 57,784
                                        =========================        
Accumulated benefit obligations          $  8,641       $ 59,322
                                                                 
Projected benefit obligations            $ 10,411       $ 59,826
Plan assets at fair market value           13,957         43,402
                                        -------------------------      
Projected benefit obligations less                                
 than (in excess of) plan assets            3,546        (16,424)
Unrecognized net loss (gain)               (4,157)         5,773
Unrecognized net obligation (asset)          (227)         1,258
Unrecognized prior service cost                (1)        (2,446)
Adjustment required to recognize                                    
 minimum liability                                        (4,331)
                                        -------------------------             
Accrued pension liability ($3,127                                    
 included in accrued expenses)           $   (839)      $(16,170)
                                        =========================            
</TABLE>
                              45
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to consolidated Financial Statements
                       December 31, 1996

8.  Pension Plans  (continued)

<TABLE>
<CAPTION>
                                           Plans Whose     Plans Whose
                                          Assets Exceed    Accumulated
                                           Accumulated       Benefits
                                            Benefits      Exceed Assets
                                          -----------------------------
                                                  (In thousands)
<S>                                       <C>             <C>
December 31, 1995:                                           
Actuarial present value of benefit                           
 obligations:                                               
Vested benefit obligations                 $ 8,291         $ 57,264
                                          =============================   
Accumulated benefit obligations            $ 8,347         $ 58,758
                                          =============================   
Projected benefit obligations              $10,267         $ 58,994
Plan assets at fair market value            12,160           42,801
                                          -----------------------------
Projected benefit obligations less                                     
 than (in excess of) plan assets             1,893          (16,193)
Unrecognized net loss (gain)                (2,392)           4,683
Unrecognized net obligation (asset)           (248)           1,549
Unrecognized prior service cost                 (1)          (2,803)
Adjustment required to recognize                                       
 minimum liability                                           (3,193)  
                                          -----------------------------
Accrued pension liability ($2,401                                    
 included in accrued expenses)             $  (748)        $(15,957)
                                          ============================= 
</TABLE>

Key  assumptions  used in developing the  actuarial  present
value of the Company's benefit obligations are as follows:

<TABLE>
<CAPTION>
                                                  December 31
                                                1996        1995
                                           ------------------------           
<S>                                        <C>           <C>
Weighted-average discount rate                  7%             7%
Rate of increase in future                                          
 compensation levels                          5%-5.5%        5%-5.5%

</TABLE>

The  expected  long-term  rate  of  return  on  plan  assets
assumptions used to develop net periodic pension cost ranged
from 7% to 9% in 1996 and 1995 and was 8% in 1994.

                              46
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements 
                       December 31, 1996

9.  Postretirement Benefits Other than Pensions

The  Company provides certain health care and life insurance
benefits   for   certain   retirees   of   Congoleum.    The
determination of benefit cost for post retirement  plans  is
based  on  plan  provisions.  These  benefits  are  provided
through  insurance  companies whose premiums  are  based  on
benefits paid or claims experienced.

Net periodic  post retirement benefits cost  for  the  years
ended  December  31,  1996  and  1995,  is  as  follows  (in
thousands):

<TABLE>
<CAPTION>
                                            1996        1995
                                         ----------------------
<S>                                      <C>         <C>
Service cost-benefits earned 
 during the year                          $   141     $   137
Interest cost on post retirement                               
 benefit obligation                           484         480
Amortization of prior service cost           (447)       (524)
Amortization of losses                         90          47
                                         ----------------------         
Total expense                             $   268     $   140
                                         ======================
</TABLE>

At  December  31, 1996 and 1995, the actuarial and  recorded
liabilities  for  these post retirement  benefits,  none  of
which have been funded, are as follows (in thousands):

<TABLE>
<CAPTION>
                                             1996        1995
                                          -----------------------
<S>                                      <C>         <C>         
Accumulated post retirement benefit                                 
 obligations:                                                    
   Retirees and dependents                $  (4,136)   $  (3,319)
   Fully eligible active plan                                     
    participants                               (999)      (1,076)  
   Other active employees                    (2,355)      (2,432)
Unrecognized prior service cost              (3,633)      (4,944)
Unrecognized net loss                           303          648
                                          -----------------------
Accrued post retirement benefit                                 
 obligations                                (10,820)     (11,123)
Less current portion                            571          508
                                          -----------------------        
Noncurrent post retirement benefit                             
 obligation                               $ (10,249)   $ (10,615)
                                          ======================
</TABLE>

A weighted-average assumed discount rate of 7.0% was used to
measure  the accumulated post retirement benefit  obligation
as  of  December  31,  1996 and 1995.  The  annual  rate  of
increase  in  the  per  capita   cost   of   covered  health  
care   benefits  was  assumed to  be  10.1%  in  1996;   the  
rate  was  assumed  to  decrease   gradually  to  5.0%  over 
the  next  10  years  and   remain   level   thereafter.  An 
increase  of  one  percent  in   the   assumed  health  care 

                              47
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

9.  Postretirement Benefits Other than Pensions (continued)

cost  trend rates for each future year would have  increased
the aggregate of service and interest cost components of net
periodic post retirement benefit cost by $86,000 and $87,000
for  the  years ended December 31, 1996 and 1995  and  would
have  increased  the post retirement benefit  obligation  by
$798,000  and  $783,000 as of December 31,  1996  and  1995,
respectively.

10.  Commitments and Contingencies

Leases

The  Company occupies certain warehouse and office space and
uses  certain  equipment  and  motor  vehicles  under  lease
agreements  expiring  at various dates  through  2001.   The
leases  generally require the Company to pay for  utilities,
insurance,  taxes and maintenance, and some contain  renewal
options.   Total  rent  expense charged  to  operations  was
$3,179,000  in  1996, $3,142,000 in 1995 and  $1,060,000  in
1994.

Future minimum payments relating to operating leases are  as
follows (in thousands):

<TABLE>
<CAPTION>
                   <S>                               <C>
                    1997                              $2,854
                    1998                               1,421
                    1999                                 770
                    2000                                 317
                    2001                                 231
                                                     --------      
              Total future minimum lease payments     $5,593
                                                     ========
</TABLE>
                              48
<PAGE>

          American Biltrite Inc. and Subsidiaries 
         Notes to Consolidated Financial Statements
                       December 31, 1996

10.  Commitments and Contingencies (continued)

Contingent Liabilities

Certain legal and administrative claims are pending or  have
been  asserted  against the Company,  which  are  considered
incidental to its business.  Among these claims, the Company
is  a  named party in several actions associated with  waste
disposal  sites and asbestos-related claims.  These  actions
include  possible  obligations to  remove  or  mitigate  the
effects  on  the environment of wastes deposited at  various
sites, some of which are properties previously owned by  the
Company.   The  amount of such future cost is indeterminable
due  to  such  unknown factors as the magnitude of  clean-up
costs,  the  timing and extent of the remedial actions  that
may   be   required,  the  determination  of  the  Company's
liability  in  proportion  to other potentially  responsible
parties,  the  effects  of joint and  several  liability  at
Superfund  sites,  and  the extent to  which  costs  may  be
recoverable from insurance.  The contingencies also  include
claims for personal injury and/or property damage.

The   Company   records   a  liability   for   environmental
remediation and asbestos-related claim costs when a clean-up
program or claim payments become probable and the costs  can
be  reasonably  estimated.   As  assessments  and  clean-ups
progress, these liabilities are adjusted based upon progress
in determining the timing and extent of remedial actions and
the  related costs and damages.  The extent and  amounts  of
the liabilities can change substantially due to factors such
as  the  nature  or  extent  of  contamination,  changes  in
remedial  requirements and technological improvements.   The
recorded  liabilities  are  not reduced  by  the  amount  of
estimated  insurance  recoveries.  Such estimated  insurance
recoveries  of $3,939,000 are reflected in other  noncurrent
assets  at December 31, 1996 and are considered probable  of
recovery.

The  Company  has  recorded its estimate of loss  associated
with the foregoing claims, however, the ultimate outcome  of
these matters cannot presently be determined.

                              49
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

11.  Income Taxes

Deferred  income  taxes  reflect  the  net  tax  effects  of
temporary differences between the carrying amounts of assets
and  liabilities  for financial reporting purposes  and  the
amounts   used   for   income  tax  purposes.    Significant
components   of  the  Company's  deferred  tax  assets   and
liabilities as of December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                           1996          1995
                                         -----------------------
                                             (In thousands)     
<S>                                        <C>          <C>        
Deferred tax assets:                                            
 Accruals and reserves                      $20,080      $19,525
 Credit carryforwards                           969          761
                                         -----------------------
Total deferred tax assets                    21,049       20,286
                                                                
Deferred tax liabilities:                                       
 Depreciation                                13,013       12,897
 Inventory                                    1,861        1,705
 Undistributed domestic earnings              1,916        1,384
 Foreign taxes                                  941        1,037
 Other                                        1,722          336
                                         -----------------------
Total deferred tax liabilities               19,453       17,359
                                         -----------------------      
Net deferred tax asset                      $ 1,596      $ 2,927
                                         =======================
</TABLE>

Credit   carryforwards  consist  primarily  of   alternative
minimum tax credits and foreign tax credits.

                              50
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

11.  Income Taxes (continued)

The components of earnings before income taxes are:

<TABLE>
<CAPTION>
                                     Year ended December 31
                                  1996         1995         1994
                              -----------------------------------
                                         (In thousands)           
<S>                             <C>           <C>         <C>       
Domestic                         $20,037       $17,330      $5,461
Foreign                            1,937         1,390       2,253
                              ------------------------------------   
                                 $21,974       $18,720      $7,714
                              ====================================
</TABLE>                                                           
                                                                       
Significant components of the provision for income taxes are       
as follows:                                                           
                                                                   
<TABLE>                                                            
<CAPTION>                                                                    
                                     Year ended December 31                 
                                  1996         1995         1994  
                              ------------------------------------
                                        (In thousands)             
<S>                             <C>           <C>         <C>          
Current:                                                           
 Federal                         $ 5,887       $ 4,007     $ 1,580
 Foreign                             339           537         477
 State                               711           972         459
                              ------------------------------------ 
Total current                      6,937         5,516       2,516
                                                                 
Deferred                           1,934         2,393         298
                              ------------------------------------ 
                                 $ 8,871       $ 7,909     $ 2,814
                              ====================================
</TABLE> 

Deferred   income  taxes  include  provisions  of  $532,000,
$414,000  and $781,000 during 1996, 1995 and 1994 for  ABI's
share of the undistributed earnings of Congoleum, which does
not file a consolidated tax return with ABI.

                              51
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

11.  Income Taxes (continued)

The  reconciliation  of  income tax  computed  at  the  U.S.
federal statutory tax rates to income tax expense is:

<TABLE>
<CAPTION>
                                    Year ended December 31
                                1996         1995         1994
                              ----------------------------------        
<S>                           <C>          <C>          <C>          
U.S. statutory rate             35%          35%          34%    
State income taxes, net of                                       
 federal benefits                4            5            4      
Tax effects of foreign                                            
 operations                                               (1)    
Undistributed domestic                                           
 earnings                        2            2                   
Other                           (1)                       (1)    
                              ----------------------------------    
    Effective tax rate          40%          42%          36%
                              ==================================
</TABLE>

Undistributed  earnings  of foreign subsidiaries  aggregated
approximately $16,152,000 at December 31, 1996, which, under
existing  law,  will  not  be  subject  to  U.S.  tax  until
distributed as dividends.  Because the earnings have been or
are  intended  to  be reinvested in foreign  operations,  no
provision  has been made for U.S. income taxes that  may  be
applicable thereto.

Income  taxes  paid amounted to approximately $4,526,000  in
1996, $8,509,000 in 1995 and $1,442,000 in 1994.

                              52
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

12.  Stock Option Plans  

ABI Stock Plans

During  1993,  ABI adopted a stock award and incentive  plan
which  permits  the issuance of options, stock  appreciation
rights  (SARs),  limited SARs, restricted stock,  restricted
stock   units  and  other  stock-based  awards  to  selected
employees  and independent contractors of the Company.   The
plan  reserved 400,000 shares of common stock for grant  and
provides  that the term of each award be determined  by  the
committee of the Board of Directors (Committee) charged with
administering the plan.

Under  the terms of the plan, options granted may be  either
non-qualified  or incentive stock options and  the  exercise
price, determined by the Committee, may not be less than the
fair market value of a share on the date of grant.  SARs and
limited  SARs  granted in tandem with  an  option  shall  be
exercisable  only  to  the extent the underlying  option  is
exercisable  and  the  grant price shall  be  equal  to  the
exercise  price  of  the underlying  option.   During  1993,
294,800  stock  options were granted.  No stock  options  or
SARs were granted during the three years ended December  31,
1996.  In addition, the Committee may grant restricted stock
to  participants  of the plan at no cost.   Other  than  the
restrictions  which  limit the sale and  transfer  of  these
shares,  participants are entitled to all the  rights  of  a
shareholder.  No restricted stock or restricted stock  units
were granted during the three years ended December 31, 1996.

During  1985, ABI adopted a stock option plan which  permits
the  issuance  of  300,000 shares of  common  stock  to  key
executives.   Under the terms of the plan,  options  granted
may  be either non-qualified or incentive stock options  and
are issued at prices ranging from 85% to 100% of fair market
value at the date of grant.  Options granted under the  plan
are  exercisable in installments; however,  no  options  are
exercisable within one year or later than ten years from the
date of grant.

                              53
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

12.  Stock Option Plans (continued)

The  following  tables  summarize  information  about  ABI's 
stock options.

<TABLE>
<CAPTION>     
                        1996                     1995                      1994
                   --------------------------------------------------------------------------  
                             Weighted-                 Weighted-                 Weighted-
                              Average                   Average                   Average
                   Share   Exercise Price   Shares   Exercise Price   Shares   Exercise Price
                   --------------------------------------------------------------------------
<S>                <C>         <C>          <C>          <C>          <C>          <C>                                             
Outstanding at 
 beginning of
 year               349,440     $15.17       435,460      $13.46       448,600      $13.24 
Granted                                                                                   
Exercised            (5,800)      6.76       (83,180)       6.17       (13,140)       6.08   
Forfeited            (1,000)      7.00        (2,840)      16.18                          
                    --------                 --------                  --------                
Outstanding at                                                                           
 end of year        342,640      15.60       349,440       15.18       435,460       13.46 
                    ========                 ========                  ========                                         
Options 
 exercisable   
 at year end        227,024                  155,004                   174,020

Available for   
 grant at end 
 of year            107,840                  107,840                   120,800

</TABLE>

<TABLE>
<CAPTION>
                          Number          Number         Weighted-Average     
      Option           Outstanding at  Exercisable at        Remaining      
    Grant Date           12/31/96        12/31/96        Contractual Life    Exercisable
----------------------------------------------------------------------------------------
<S>                   <C>              <C>               <C>                   <C>  
 May 1991               53,600           53,600           4.3 years             $ 7.00
 August 1993           289,040          173,424           6.7 years              16.88
    
</TABLE>
                              54
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

12.  Stock Option Plans (continued)

Congoleum Stock Option Plan

Effective  with its public offering, Congoleum  adopted  the
1995  stock option plan (the plan).  Under the plan, options
to  purchase  up  to 550,000 shares of Congoleum's  Class  A
common  stock  may be issued to officers and key  employees.
Congoleum  has proposed  to amend the plan to  increase  the
number  of  shares to be issued from 550,000 to 800,000,  an
increase   of    250,000  shares,  subject  to   shareholder
approval.   These  options  may be  either  incentive  stock
options or non-qualified stock options, and the option price
must  be  at  least equal to the fair value  of  Congoleum's
Class  A  common  stock on the date of grant.   All  options
granted have ten-year terms and vest over five years at  the
rate  of 20% per year beginning on the first anniversary  of
the date of grant.

A  summary  of  Congoleum's stock option plan as of December  
31, 1996 and 1995, and changes during  the  years then ended 
is presented below:

<TABLE>
<CAPTION>
                                1996                   1995
                          ------------------------------------------ 
                                     Weighted-             Weighted-
                                      Average               Average
                                     Exercise              Exercise
                          Shares       Price       Shares    Price
                          ------------------------------------------         
<S>                      <C>         <C>         <C>       <C>        
Outstanding at                                                          
 beginning of year        481,000     $  13.00                     
Granted                    22,000        10.63    498,000   $  13.00
Forfeited                 (18,500)       13.00    (17,000)     13.00
                          --------                --------           
Outstanding at  
 end of year              484,500        12.89    481,000      13.00
                                                       
Options exercisable  
 at year end               94,100                      --
                                                       
Stock options available                                 
 for future issuance       65,500                  69,000

</TABLE>
                              55
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996


12.  Stock Option Plans (continued)

Pro Forma Disclosure

Pro forma disclosure, as required by FASB Statement No. 123,
regarding  net  income  and  earnings  per  share  has  been
determined as if the Company had accounted for its  employee
stock options under the fair value method of the statement.

The  fair value for these options was estimated at the  date
of  the  grant using the Black-Scholes option pricing  model
with the following weighted-average assumptions for 1996 and
1995,  respectively: option  forfeiture  of  15%;  risk-free
interest  rates of 5.99% and 5.90%; no dividends; volatility
factors of the expected market price of the Company's common
stock  of .388; and a weighted-average expected life of  the
options of seven years.

For  purposes  of pro forma disclosures the  estimated  fair
value  of   the  options  ($103,000 for the 1996  grant  and
$2,832,000 for the 1995 grant) is  amortized to expense over
the  options'  vesting period.  The initial  impact  on  pro
forma  net  income may not be representative of compensation
expense in future years, when the effect of the amortization
of  multiple  awards would be reflected  in  the  pro  forma
disclosures.

The  Company's pro forma information follows (in  thousands,
except for pro forma earnings per share):

<TABLE>
<CAPTION>
                                           1996        1995
                                         --------------------
                                            (In thousands)   
<S>                                       <C>         <C>                   
Net income                                 $6,299      $6,105
Estimated pro forma compensation                             
 expense from stock options:                                  
   1995 Grant                                (249)       (228)
   1996 Grant                                  (8)             
                                         --------------------
Pro forma net income                       $6,042      $5,877
                                         ====================          
Pro forma earnings per share:                      
          Primary                          $ 1.64      $ 1.57
          Fully diluted                      1.63        1.57

</TABLE>
                              56
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

13.  Industry Segments

The   Company   operates  in  three  principal   industries:
industrial, flooring and jewelry products.  Vinyl and  vinyl
composition floor coverings are manufactured by the flooring
group  with  distribution primarily through  floor  covering
distributors,  retailers and contractors for commercial  and
residential  use.  The industrial products group principally
manufactures pressure-sensitive tape, sheet rubber  packing,
matting,  footwear  heels  and  soles, and conveyor belting.
These products are marketed through distributors as well  as
directly to original equipment manufacturers and end  users.
The  accounts  of  Congoleum are included  in  the  flooring
products segment in 1995.  The jewelry segment reflects  the
results  of K&M Associates L.P. which is a national  costume
jewelry  supplier  to  the mass merchandiser  markets.   The
Company  considers all revenues and expenses except interest
expense   and  investment  income  and  all  assets   except
investments  in affiliated companies to be of  an  operating
nature and, accordingly, allocates them to industry segments
regardless of the profit center in which recorded.

Information on Business Segments
--------------------------------

<TABLE>
<CAPTION>
                                  1996          1995         1994     
                               --------------------------------------
                                          (In thousands)               
<S>                              <C>           <C>          <C>          
Net sales:                                                            
  Flooring products               $286,970      $277,528     $ 18,386
  Industrial products               96,619        92,208       87,759
  Jewelry                           34,372        34,737              
                               --------------------------------------    
Consolidated                      $417,961      $404,473     $106,145
                               ======================================      
Operating profits:                                                    
  Flooring products               $ 26,265      $ 22,015     $    209
  Industrial products                6,927         7,826        7,804
  Jewelry                           (2,278)       (2,484)            
  Interest expense and                                                 
   investment income                (8,940)       (8,637)        (299)
                               --------------------------------------    
Consolidated                      $ 21,974      $ 18,720     $  7,714
                               ======================================
</TABLE>                                                                
                              57                          
<PAGE>                                                                  
                                                                       
          American Biltrite Inc. and Subsidiaries                       
         Notes to Consolidated Financial Statements                     
                       December 31, 1996                            
                                                                       
13.  Industry Segments (continued)                                     
                                                                     
<TABLE>                                                              
<CAPTION>                                                             
                                  1996          1995         1994
                                -------------------------------------
                                          (In thousands)             
<S>                              <C>           <C>          <C>        
Identifiable assets:                                                 
  Flooring products               $231,895      $218,232     $ 13,784
  Industrial products               60,475        53,625       58,792
  Jewelry                           31,496        30,530             
  Investments in affiliated                                          
   companies                         1,100         1,100       10,228 
                                -------------------------------------   
Consolidated                      $324,966      $303,487     $ 82,804
                                                                               
                                                                      
Depreciation and amortization:                                          
  Flooring products               $ 10,723      $  9,466     $    978
  Industrial products                2,255         2,053        1,737
  Jewelry                              896           585       
                                -------------------------------------    
Consolidated                      $ 13,874      $ 12,104     $  2,715
                                =====================================
                                                   
Capital expenditures:                              
  Flooring products               $ 13,309      $ 11,126     $  1,747
  Industrial products                6,473         2,820        6,852
  Jewelry                               87           175       
                                -------------------------------------   
Consolidated                      $ 19,869      $ 14,121     $  8,599
                                =====================================    
</TABLE>

In  1996, three customers of K&M accounted for approximately
36%,  28% and 17%, respectively, of the jewelry segment  net
sales.   Also in 1996, two customers accounted for  21%  and
19%,  respectively,  of the flooring  industry  segment  net
sales.   The  loss  of  any  one of  these  customers  could
adversely affect the results of operations of the respective
segment.

                              58
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

13.  Industry Segments (continued)

In  1995, three customers of K&M accounted for approximately
29%,  26% and 23%, respectively, of the jewelry segment  net
sales.  Also in 1995, two customers each accounted for  20%,
respectively, of the flooring industry segment net sales.

In  1996 and 1995, K&M incurred significant operating losses
stemming  from  an  adverse retail environment  and  certain
unsuccessful merchandising programs.  The Company  has  made
personnel  changes and implemented new operating strategies.
Management believes, based upon its operating plans, it will
be  able to recover the carrying value of its investment  in
K&M.   However, to the extent that future results vary  from
existing plans, the carrying value of goodwill generated  in
connection  with  the acquisition of  K&M  may  need  to  be
adjusted.

Amounts included in the above information relating to  ABI's
foreign operations are summarized as follows (in thousands):

<TABLE>
<CAPTION>
            Net                                              
         Sales and    Sales to                                   
           Other    Unaffiliated   Operating   Identifiable   Depreciation      Capital
           Income     Customer      Profit        Assets         Expense     Expenditures
        ---------------------------------------------------------------------------------           
<S>     <C>        <C>            <C>         <C>             <C>            <C>            
1996:    $65,163    $59,655        $1,937      $31,459        $1,691          $1,441
        =================================================================================    
1995:    $56,303    $56,230        $1,390      $28,684        $1,576          $1,701
        =================================================================================     
1994:                                                 
Canada   $35,995    $35,844        $1,219      $21,248        $1,311          $2,719
Other     14,013     13,774         1,034        8,327           191             326
        ---------------------------------------------------------------------------------     
Total    $50,008    $49,618        $2,253      $29,575        $1,502          $3,045
        =================================================================================
</TABLE>
                              59
<PAGE>

          American Biltrite Inc. and Subsidiaries
         Notes to Consolidated Financial Statements
                       December 31, 1996

13.  Industry Segments (continued)

Intersegment  and  interarea sales  include  an  element  of
profit   which   has   been  eliminated  in   consolidation.
Operating  profit is total revenue less operating  expenses,
excluding   interest   and   general   corporate   expenses.
Identifiable assets by industry include both assets directly
identified with those operations and an allocable  share  of
jointly used assets.

The  vast  majority  of the Company's sales  are  to  select
flooring  distributors and retailers located in  the  United
States.  Economic  and market conditions,  as  well  as  the
individual   financial  condition  of  each  customer,   are
considered  when  establishing allowances  for  losses  from
doubtful accounts.

14.  Quarterly Financial Information (Unaudited)

<TABLE>
<CAPTION>
                        First       Second      Third       Fourth
                       Quarter     Quarter     Quarter     Quarter
                       -------------------------------------------
                       (In thousands of dollars, except per
                        share amounts)
<S>                    <C>         <C>         <C>         <C>
1996                                                 
  Net sales             $89,905     $110,175    $111,263    $106,618
  Gross profit           25,149       35,753      35,987      36,767
  Net earnings (loss)      (210)       1,640       1,744       3,125
                                                                    
Net earnings (loss) per                                              
  share:                                                                 
    Primary                (.06)         .45         .48         .84
    Fully diluted          (.06)         .44         .47         .84
                                                                    
1995                                                                
  Net sales             $89,691     $101,289    $107,441    $106,052
  Gross profit           27,529       31,730      30,180      27,857
  Net earnings            2,019        2,127       1,552         407
                                                     
Net earnings per                                     
 share:
    Primary                 .53          .56         .41         .11
    Fully diluted           .53          .56         .41         .11

</TABLE>
                              60
<PAGE>

<TABLE>
                      American Biltrite Inc. and Subsidiaries
                  Schedule II - Valuation and Qualifying Accounts
                    Year ended December 31, 1996, 1995 and 1994


(Dollars in thousands)
<CAPTION>
--------------------------------------------------------------------------------------------------------
        COL. A          |   COL.B    |   COL. C   |    COL. D   |  COL. E  |    COL. F   |    COL. G    |
--------------------------------------------------------------------------------------------------------|
                        |            |               Additions             |             |              |
                                     |-------------------------------------|             |              |
                        |            |            | Charged to  |          |             |              |
                        | Balance at | Charged to |   Other     |          |             |              |
                        |Beginning of|  Costs and |  Accounts-- |          | Deductions--|   Balance at |
     Description        |   Period   |   Expenses |  Describe   |  Other   |   Describe  | End of Period|
--------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>           <C>         <C>           <C>           
1996                                                                                                    
----                                                                                                     
Allowances for doubtful                                                                                 
 accounts and cash                                                                                      
 discounts                $6,477       $ 2,885                                $ 4,427 (A)   $4,935      
                          ============================================================================== 
                                                                                                        
Reserve for returns                                                                                     
 and markdowns            $3,301       $11,342                                $10,763 (A)   $3,880      
                          ==============================================================================
1995                                                                                                     
----                                                                                                    
Allowances for doubtful                                                                                 
 accounts and cash                                                                                      
 discounts                $1,466       $ 4,097                    $5,408 (B)  $ 4,494 (A)   $6,477       
                          ==============================================================================
Reserve for returns                                                                                  
 and markdowns                         $ 8,365                    $2,521 (C)  $ 7,585 (A)   $3,301      
                          ==============================================================================
1994                                                                                                    
----                                                                                                    
Allowances for doubtful                                                                                 
 accounts and cash                                                                                      
 discounts                $1,277       $ 2,189                                $ 2,000 (A)   $1,466       
                          ==============================================================================
</TABLE>
[FN]
(A) Represents accounts charged off during the year, net of recoveries
(B) Represents allowances for Congoleum as of January 1, 1995 and K&M as of
     April 1, 1995
(C) Represents reserve for returns and markdowns for K&M as of April 1, 1995

                              61
<PAGE>

     Pursuant to the requirement 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,
                                      AMERICAN BILTRITE INC.

                                            (Registrant)


Date:    March  4, 1997         by:   /s/ Gilbert K. Gailius
     ---------------------         -------------------------
                                   Gilbert K. Gailius, Vice
                                   President Finance, Chief Financial
                                   Officer and Director

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



Date:    March  4, 1997         by:   /s/ Roger S. Marcus
     ------------------            ----------------------
                                   Roger S. Marcus, Chairman of the
                                   Board, Chief Executive Officer
                                   and Director



Date:    March  4, 1997         by:  /s/ Richard G. Marcus
     ------------------            -----------------------
                                   Richard G. Marcus, President, Chief
                                   Operating Officer and Director



Date:    March  4, 1997         by:  /s/ William M. Marcus
     ------------------            -----------------------
                                   William M. Marcus, Executive Vice
                                   President, Treasurer, Chairman of
                                   the Executive Committee and Director



Date:    March  4, 1997         by:  /s/ John C. Garrels, 3rd
     ------------------            --------------------------
                                   John C. Garrels, 3rd, Director



Date:    March  4, 1997         by:  /s/ Mark N. Kaplan
     ------------------            ---------------------
                                   Mark N. Kaplan, Director



Date:    March  4, 1997         by:  /s/ Edward J. Lapointe
     ------------------            ------------------------
                                   Edward J. Lapointe, Controller

                              62
<PAGE>

      EXHIBITS INDEX


      Exhibit No.                 Description
      -----------                 -----------
      3.1    (1)                  Restated Certificate of Incor-
                                  poration

      3.2    (5) IV               By-Laws, amended and restated
                                  as of March 13, 1991

      10(3)  I,   V               1985 Stock Option Plan
                                  ("the 1985 Plan")

      10(4)  II,  V               Form of Agreement pursuant to
                                  the 1985 Plan providing for
                                  ISO's

      10(5)  III, V               Form of Agreement pursuant to
                                  the 1985 Plan providing for
                                  NQSO's

      10(6)  VI                   Joint Venture Agreement dated
                                  as of December 16, 1992 by and
                                  among American Biltrite Inc.,
                                  Resilient Holdings Incorporated,
                                  Congoleum Corporation, Hillside
                                  Industries Incorporated  and
                                  Hillside Capital Corporation

      10(7)  VII                  Closing Agreement dated as of
                                  March 11, 1993 by and among
                                  American Biltrite Inc.,
                                  Resilient Holdings Incorporated,
                                  Congoleum Corporation, Hillside
                                  Industries Incorporated  and
                                  Hillside Capital Corporation

      10(8)  VIII                 1993 Stock Award and Incentive
                                  Plan

      10(9)  XI                   K&M Associates L.P. Amended and
                                  Restated Agreement of Limited
                                  Partnership

      10(10) IX                   Purchase Agreement dated as of
                                  March 31, 1995 by and among
                                  Ocean State and certain limited
                                  partners of K&M (filed herewith)

                              63
<PAGE>


      10(11) IX                   Agreement and Plan of Merger
                                  dated as of April 1, 1995 by and
                                  among the Company, Jewelco
                                  Acquisition Co., Inc., AIMPAR,
                                  Inc., Arthur I. Maier, Bruce
                                  Maier and Edythe J. Wagner
                                  (filed herewith)

      10(12) IX                   Option Agreement dated as of
                                  April 1, 1995 by and among Ocean
                                  State and certain limited
                                  partners of K&M (filed herewith)

      10(13) IX                   Agreement and Plan of Merger
                                  dated as of May 3, 1995 by and
                                  among the Company, Zirconia
                                  Acquisition Co., Inc., Wilbur A.
                                  Cowett Incorporated and Wilbur A.
                                  Cowett (filed herewith)

      10(14)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and Michael J. Glazerman, Trustee
                                  of the Marcus Family Insurance
                                  Trust u/t/d March 1, 1990

      10(15)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Marcus Family 1990
                                  Insurance Trust

      10(16)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Marcus Family 1996
                                  Irrevocable Insurance Trust Dated
                                  October 28, 1996

      10(17)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and The Richard G. Marcus
                                  Irrevocable Insurance Trust of
                                  1990 Dated June 1, 1990

      10(18)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Roger S. Marcus
                                  Irrevocable Insurance Trust Dated
                                  Nov. 29, 1996, Richard G. Marcus,
                                  Trustee

                              64
<PAGE>

      10(19)                      Split-Dollar Agreement dated as
                                  of December 20, 1996 by and
                                  between American Biltrite Inc.
                                  and the Roger S. Marcus
                                  Irrevocable Insurance Trust Dated
                                  Nov. 29, 1996

      10(20)                      Split-Dollar Agreement dated as
                                  of January 9, 1997 by and between
                                  American Biltrite Inc. and Joseph
                                  D. Burns

      10(21)                      Description of Supplemental
                                  Retirement Benefits for
                                  Gilbert K. Gailius

      11                          Statement Re:  Computation of
                                  Per Share Earnings

      13                          Annual Report to Stockholders for
                                  the year ended December 31, 1996
                                  (which is not deemed to be "filed"
                                  except to the extent that portions
                                  thereof are expressly incorporated
                                  by reference in this Annual Report
                                  on Form 10-K)

      21                          Subsidiaries of the Registrant
                                  (including each subsidiary's
                                  jurisdiction of incorporation
                                  and the name under which each
                                  subsidiary does business)

      23(1)                       Consent of Ernst & Young LLP,
                                  Independent Auditors

      23(2)                       Consent of Coopers & Lybrand, L.L.P.
                                  Independent Accountants

      99(1)  X                    Consolidated Financial Statements and
                                  schedule of Congoleum Corporation 
                                  for the year ended December 31, 1994

                              65
<PAGE>
          ________________
          I   Incorporated by reference to exhibit 10(2) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

         II   Incorporated by reference to exhibit 10(3) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

        III   Incorporated by reference to exhibit 10(4) to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1986. (1-4773)

         IV   Incorporated by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1991.

          V   Compensatory plans required to be filed as exhibits
              pursuant to Item 14(c) of Form 10-K.

         VI   Incorporated by reference to the exhibits filed with
              the Company's Current Report on Form 8-K filed
              December 21, 1992.

        VII   Incorporated by  reference to the exhibits filed with
              the Company's Current Report on Form 8-K filed
              March 25, 1993.

       VIII   Incorporated by reference to the exhibits to the
              Company's Annual Report on Form 10-K for the year
              ended December 31, 1993.

         IX   Incorporated by reference to the exhibits to the
              Company's Current Report on Form 8-K as amended
              by the Form 8-K/A filed respectively on May 17, 1995
              and July 17, 1995.

          X   Incorporated by reference to Item 14 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1994.

         XI   Incorporated by reference to Item 14 of the Company's
              Annual Report on Form 10-K for the year ended
              December 31, 1995

                              66
<PAGE>