Exhibit (a)(3)

                     [CONGOLEUM CORPORATION LETTERHEAD]





December 4, 2001


[Title][FirstName][LastName]
[Address1]
[City][State][PostalCode]

Dear [name1]:

I am writing to tell you about an opportunity you have to exchange your
Congoleum stock options for new options with a revised exercise price. The
purpose of our stock option program is to provide an incentive and reward
for your contribution to the Company's success. Our Board of Directors has
reviewed the current stock price and difficult market conditions and
concluded that providing this opportunity should make the program more
effective.

As you know, we have faced some major challenges over the last two years,
including:

     o   A precipitous drop in the manufactured housing industry

     o   The cost and disruption of transitioning from Brinkman to Mohawk

     o   Significant increases in the number of asbestos lawsuits being
         filed, which resulted in our largest competitor filing for
         bankruptcy

     o   A recession

Despite these challenges, we have continued to invest in the business for
the long term, and have achieved some major accomplishments, including:

     o   Completion of a major long range capital improvement program

     o   The phenomenal success of Ultima

     o   An encore sales performance with DuraStone

     o   Appointment as a major supplier to Lowe's

I believe that our Company is well positioned for the future, particularly
as the economy recovers. However, given where the stock price is today
versus the exercise price of most options, it seems unlikely that the
current options will serve their intended purpose in the foreseeable
future. Accordingly, the Board has authorized a program that will permit
you to exchange your existing options for new ones with a new exercise
price. Some of the more significant terms of this offer are as follows:

     o   We expect that the new options will be granted on or about July 8,
         2002 and will have an exercise price equal to the last reported
         sales price on the last trading day of our common stock before we
         grant the new options.

     o   Your new options will be exercisable for the same number of shares
         of our common stock as the options you surrender.

     o   The vesting schedule of your new options will start fresh, with
         20% vesting each year starting on the first anniversary of the
         grant date of your new options

     o   If you elect to participate, you must exchange all your options

     o   You must remain an employee of Congoleum through the date the
         new options are issued

Some of you may recall that we previously simply re-priced the outstanding
options. However, the accounting rules have since changed and this exchange
has been structured with at least a six month and one day delay between
when you surrender your old options and when we issue the new ones to
conform to the new requirements.

We have spelled out all the details in a formal document, which is
enclosed. Our lawyers also insist that I remind you of the following:

         The offer is being made under the terms and subject to the
         conditions of an Offer to Exchange and a related Letter of
         Transmittal, each of which is enclosed with this letter. You
         should carefully read the entire Offer to Exchange, Letter of
         Transmittal and other documents enclosed with this letter before
         you decide whether to tender your options. A tender of options
         involves risks which are discussed in the Offer to Exchange.

There is no way to predict what the price of our common stock will be
during the next six months or thereafter. The market price of our common
stock on the date of grant of any new options issued to you may be higher
than the current exercise price of your options. It is also possible that
you will no longer be employed with us or any of our subsidiaries or
affiliates at the anticipated time of grant of the new options. Moreover,
once we have accepted options tendered by you, you will no longer have any
rights under those options. For these reasons, you should make a decision
to tender only after careful, considered thought.

Please note that this offer is only being made to eligible current
employees and directors of Congoleum Corporation and our affiliates that
currently hold outstanding options to purchase our common stock.

Participation in the offer is completely voluntary. Our Board of Directors
makes no recommendation as to whether you should tender or refrain from
tendering your options in the offer. You must make your own decision
whether to tender your options.

To tender your options, please complete and return the Letter of
Transmittal and any other documents specified in that letter by no later
than 12:00 Midnight, Eastern Time, on January 3, 2002 (unless we extend
this expiration date, in which case, by that extended expiration date). If
you do not return that letter and those documents by that date, you will
not be able to participate in the option exchange, and any options you
currently hold will retain their current terms, including exercise price.

If you have any questions about the offer, please contact Skip Feist, Chief
Financial Officer at (609) 584-3586; or Sid Nayar, Senior Vice
President-Finance, at (609) 584-3587.

Very truly yours,



Roger S. Marcus

RSM/mfv
Enclosures