SCHEDULE 14A
                               (Rule 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT

                          SCHEDULE 14A INFORMATION

                 Proxy Statement Pursuant to Section 14(a)
          of the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12

                           CONGOLEUM CORPORATION
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              (Name of Registrant as Specified In Its Charter)

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  (Name of Person(s) Filing Proxy Statement if other than the Registrant)

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          computed pursuant to Exchange Act Rule 0-11 (set forth
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[ ]   Fee paid previously with preliminary materials.

[ ]   Check box if any part of the fee is offset as provided by
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         The proxy statement filed by Congoleum Corporation (the "Company")
with the Securities and Exchange Commission on March 28, 2002 in connection
with the Company's annual meeting of stockholders to be held on May 8, 2002
at the FleetBoston Financial Corporation, America Room, 2nd floor, 100
Federal Street, Boston, Massachusetts at 8:30 A.M. local time is hereby
amended solely to add the following disclosure after the second paragraph
appearing under the section heading "Certain Relationships and Related
Transactions" on page 17 of that proxy statement:

         During 2001, the Company employed Mr. Roger Marcus' two daughters,
both in marketing positions, with compensation paid (including salary,
value of company provided automobile, 401(k) match, and pay in lieu of
medical benefits, as applicable) for 2001 of $67,864 and $71,124,
respectively, and employed his son-in-law in an administrative position.
The Company also employed Mr. Richard G. Marcus' son in a marketing
position. In addition, the Company employed Mr. Dennis Jarosz's son-in-law
in a marketing position and employed his son in a manufacturing position.