Exhibit 10.27.1

                               FIRST AMENDMENT TO
                 CONGOLEUM CORPORATION 1999 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

      The Congoleum Corporation 1999 Stock Option Plan For Non-Employee
Directors (the "Plan") is hereby amended in accordance with the attached
resolutions, as follows:

1.    Section 5 of the Plan shall be amended by adding the following new
      paragraphs (d) and (e) thereto, as follows:

            (d) Notwithstanding the foregoing provisions of this Section 5, the
            annual grant to eligible non-employee members of the Board of a
            Nonqualified Stock Option to purchase 1,000 shares of Stock
            originally scheduled to be made on July 1, 2002 shall not be granted
            on that date and, instead, shall be automatically granted to each
            then eligible non-employee member of the Board upon the date on
            which the Company grants replacement options to option holders (the
            "Replacement Grant Date") participating in the Company's offer to
            exchange outstanding options which commenced on December 4, 2001
            (the "Exchange").

            (e) Subject to the terms and conditions of the Exchange, upon the
            Replacement Grant Date, there shall be an automatic grant of
            replacement options under the Plan to then eligible non-employee
            members of the Board in exchange for each option previously granted
            under the Plan to such non-employee members that were, pursuant to
            and in accordance with the Exchange, tendered by them and accepted
            for exchange and canceled by the Company. The replacement options
            shall be subject to the terms and conditions of the Exchange.

This Amendment to the Plan shall not be effective unless and until the Company
shall cancel any options previously granted under the Plan which were, pursuant
to and in accordance with the Exchange, tendered by an eligible non-employee
member of the Board and accepted for exchange by the Company. If such actions do
not occur, this Amendment shall be null and void and of no force or effect.