S-8

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Congoleum Corporation
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	02-0398678 (I.R.S. employer identification number)
3705 Quakerbridge Road P.O. Box 3127 Mercerville, New Jersey 08619-0127 (Address of principal executive offices)

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Congoleum Corporation
1999 Stock Option Plan For Non-Employee Directors
(Full title of the plan)
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Roger S. Marcus
Chairman of the Board, President
and Chief Executive Officer
Congoleum Corporation
3705 Quakerbridge Road
P.O. Box 3127
Mercerville, New Jersey 08619-0127
(609) 584-3000

(Name, address and telephone number,
including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, $0.01 par value per share	50,000	$7.1875	$359,375.00	$99.91

(1) CALCULATED PURSUANT TO RULE 457(C) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AS PERMITTED BY RULE 457(H)(1) UNDER THE SECURITIES ACT, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMPANY'S COMMON STOCK AS TRADED ON THE NEW YORK STOCK EXCHANGE ON JULY 30TH, 1999.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Congoleum Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by this reference:

(a) The Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 1998, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and

(b) The Company's Quarterly Report on Form 10-Q, for the quarter ended March 31, 1999, filed with the Commission pursuant to Section 13(a) of the Exchange Act; and

(c) The description of the Company's Class A Common Stock, $.01 par value (the "Class A Common Stock"), set forth in the Company's Registration Statement on Form 8-A filed with the Commission on February 1, 1995, pursuant to Section 12(b) of the Exchange Act.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by the Company of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed by this reference to be incorporated in this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The shares of the Company's Class A Common Stock registered hereby are included in a class of securities registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a corporation, under certain circumstances, to indemnify its directors and officers (including reimbursement for expenses incurred). The registrant has provided for indemnification to the maximum extent permitted by the provisions of the Delaware General Corporation Law in its charter and by-laws. The registrant also maintains directors' and officers' liability insurance (subject to certain exclusions and limitations) against certain liabilities, including certain liabilities under the Securities Act of 1933. See Item 9, "Undertakings."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBIT INDEX.

Exhibit No.	Description
4.3	Congoleum Corporation 1999 Stock Option Plan for Non-Employee Directors
5	Opinion of Patterson, Belknap, Webb & Tyler LLP regarding the legality of the Company's Class A Common Stock registered hereby
23.1	Consent of Patterson, Belknap, Webb & Tyler LLP (included in Exhibit 5)
23.2	Consent of Ernst & Young LLP
24	Powers of Attorney (included on the signature pages of this registration statement)

ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company in the successful defense of any action, suit or proceeding) is asserted by such trustee, director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mercerville, State of New Jersey on this 3rd day of August, 1999.

CONGOLEUM CORPORATION

By:   /s/ Howard N. Feist, III

Howard N. Feist, III
Chief Financial Officer
(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears immediately below constitutes and appoints Roger S. Marcus and Howard N. Feist, III, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/________________ Roger S. Marcus	President, Chairman, Chief Executive Officer and Director (Principal Executive Officer)	August 3, 1999
/s/________________ Howard N. Feist, III	Chief Financial Officer (Principal Financial and Accounting Officer)	August 3, 1999
/s/________________ Richard G. Marcus	Vice Chairman and Director	August 3, 1999
/s/________________ William M. Marcus	Director	August 3, 1999
/s/________________ John N. Irwin III	Director	August 3, 1999
/s/________________ Cyril C. Baldwin, Jr.	Director	August 3, 1999
/s/________________ David N. Hurwitz	Director	August 3, 1999
/s/________________ Mark N. Kaplan	Director	August 3, 1999
/s/________________ C. Barnwell Straut	Director	August 3, 1999

EX-4.3

EXHIBIT 4.3

CONGOLEUM CORPORATION
1999 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

Section 1. General Purpose of Plan; Definitions.

(a) The name of this plan is the Congoleum Corporation 1999 Stock Option Plan for Non-Employee Directors (the "Plan"). The purpose of the Plan is to enable the Company (as defined below) to compensate non-employee members of the Board (as defined below) and to provide incentives to such members, which incentives are linked directly to increases in stockholder value and will therefore inure to the benefit of all stockholders of the Company.

(b) For purposes of the Plan, the following terms shall be defined as set forth below:

(i) "Board" means the Board of Directors of the Company.

(ii) "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(iii) "Committee" means the Compensation Committee of the Board, or any other committee the Board may subsequently appoint to administer the Plan. The Committee shall be composed entirely of directors who meet the qualifications referred to in Section 2 of the Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the Board.

(iv) "Company" means Congoleum Corporation, a corporation organized under the laws of the State of Delaware, or any successor corporation.

(v) "Fair Market Value" shall mean, with respect to Stock or other property, the fair market value of such Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of Stock of a particular date shall mean (i) the closing sale price per share of Stock on the national securities exchange on which the Stock is principally traded for the last preceding date on which there was a sale of such Stock on such exchange, or (ii) if the shares of Stock are then traded in an over-the-counter market, the average of the closing bid and asked prices for the shares of Stock in such over-the-counter market for the last preceding date on which there was a sale of such Stock in such market, or (iii) if the shares of Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine.

(vi) "Nonqualified Stock Option" means any Stock Option that is not an "incentive stock option" within the meaning of Section 422 of the Code.

(vii) "Plan" has the meaning set forth in the first paragraph hereof.

(viii) "Securities Act" means the Securities Act of 1933, as amended.


(ix) "Stock" means the Company's presently authorized Class A Common Stock, par value $0.01 per share, except as this definition may be modified pursuant to Section 3 hereof to include shares which are substituted for, or represent adjustments to, the Company's Class A Common Stock, par value $0.01 per share, or other Stock.

(x) "Stock Option" means any option to purchase shares of Stock granted pursuant to Section 5.

Section 2. Administration.

The Plan shall be administered by a Committee of not less than two persons, who shall be appointed by the Board and who shall serve at the pleasure of the Board.

Section 3. Stock Subject to Plan; Substitutions and Adjustments.

The total number of shares of Stock reserved and available for issuance under the Plan shall be 50,000. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares.

In the event of any merger, reorganization, consolidation, recapitalization, Stock dividend or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in (a) the aggregate number and kind of shares reserved and available for issuance under the Plan and (b) the number and option price of shares subject to outstanding stock Options granted under the Plan as may be determined by the Committee, provided that the number of shares subject to any award shall always be a whole number.

Section 4. Eligibility.

Each non-employee member of the Board shall receive Nonqualified Stock Options in accordance with the provisions of Section 5. In no event may any non-employee member of the Board receive an amount of stock hereunder upon the exercise of non-qualified stock options of more than one percent of the stock outstanding on the date hereof.

Section 5. Stock Options.

(a) Stock Options shall be granted in the following manner:

(i) On August 1, 1999, each non-employee member of the Board shall be granted a Nonqualified Stock Option to purchase 1,000 shares of Stock;

(ii) On each August 1 thereafter during the term of the Plan, each non-employee member of the Board shall be granted a Nonqualified Stock Option to purchase 500 shares of Stock; and

(iii) Each new non-employee member of the Board who has not previously been a non-employee member of the Board during the term of the Plan shall be granted, on the date he or she is elected to the Board during the term of the Plan, a Nonqualified Stock Option to purchase 1,000 shares of Stock.

(b) Stock Options granted under the Plan shall be subject to the terms and conditions set forth below:

(i) The exercise price per share of Stock purchasable under such Stock Options shall be 100% of the Fair Market Value of the Stock on the date of grant.

(ii) Such options shall be exercisable commencing on the date which is 6 months after the date of grant by payment in full of the exercise price in cash, certified or cashier's check or delivery of Stock certificates endorsed in blank or accompanied by executed stock powers with signatures guaranteed by a national bank or trust company or a member of a national securities exchange. For these purposes, the Stock shall be valued at the Fair Market Value on the date of exercise. Payment of the exercise price with certificates evidencing shares of Stock as provided above shall not increase the number of shares available for the grant of Stock Options under the Plan.

(iii) Each Stock Option shall cease to be exercisable on the date that is ten years following the date of grant.

(iv) The aggregate number of shares of Stock that may be granted to any non-employee member of the Board pursuant to the Plan may not exceed 50,000 shares.

(v) No Stock Options shall be transferable by the recipient otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the recipient's lifetime, only by the recipient or the recipient's guardian or legal representative.

(vi) Each recipient of a Stock Option shall enter into a stock option agreement with the Company, which agreement shall set forth, among other things, the exercise price of the option, the term of the option and provisions regarding excercisability of the option granted thereunder, which provisions shall not be inconsistent with the terms set forth herein.

Section 6. Amendment and Termination.

The Board may amend, alter, modify or discontinue the Plan at any time, provided that the Board may not amend or alter the provisions of the Plan relating to the amount, price and timing of awards more than once every six months, other than to comport with changes in the Code, or the rules thereunder, or the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

Section 7. Unfunded Status of Plan.

The Plan is intended to constitute an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a recipient by the Company, nothing contained herein shall give any such recipient any rights that are greater than those of a general creditor of the Company.

Section 8. General Provisions.

(a) The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of laws principles thereof.

(b) The obligation of the Company to sell or deliver shares with respect to Stock Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. Moreover, each Stock Option is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of shares issuable pursuant to a Stock Option is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of a Stock Option, or the issuance of shares thereunder, no Stock Options shall be granted or shares issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained, free of any conditions, as acceptable to the Committee. In the event that the issuance or disposition of shares acquired pursuant to a Stock Option is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require the holder of a Stock Option receiving shares pursuant to that Stock Option, as a condition precedent to receipt of such shares, to make such representations as the Committee deems appropriate, including, without limitation, a representation to the Company in writing that the shares acquired by such Stock Option holder are acquired for investment only and not with a view to distribution.

(c) Each recipient of a Stock Option shall, no later than the date as of which the value of a Stock Option first becomes includible in the gross income of such recipient for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient.

(d) No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

Section 9. Effective Date of Plan.

The Plan shall be effective on the date it is adopted by the Board.

Section 10. Term of Plan.

No Stock Option shall be granted pursuant to the Plan on or after the tenth anniversary of the effective date of the Plan, but Stock Options previously granted may extend beyond that date.

EX-5

EXHIBIT 5

OPINION OF PATTERSON, BELKNAP, WEBB & TYLER LLP

August 3, 1999

Congoleum Corporation
3705 Quakerbridge Road
P.O. Box 3127
Mercerville, New Jersey 08619-0127

Re: 1999 Stock Option Plan for Non-Employee Directors

Dear Sirs:

We have acted as counsel to Congoleum Corporation, a Delaware corporation (the "Company"), in connection with the proposed registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 50,000 shares (the "Shares") of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on the date hereof.

In rendering this opinion we have examined the Company's Certificate of Incorporation and Bylaws, each as amended to date, and the minutes of the corporate proceedings taken by the Company in connection with the authorization of the Shares. We have also examined the originals, or copies certified or otherwise identified to us, of the corporate records of the Company, certificates of public officials and representatives of the Company, and such other documents and records, and have made such investigations of law, as we have deemed necessary for purposes of this opinion. We have assumed the genuineness of all signatures, the conformity to the original of all copies and the factual accuracy of all certificates submitted to us.

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and when sold and delivered as contemplated by the Registration Statement will constitute duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock.

We express no opinion as to any laws other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In furnishing this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

PATTERSON, BELKNAP, WEBB & TYLER LLP

By: /s/ _______________________________

          A Member of the Firm

EX-23.2

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement on Form S-8, pertaining to the Congoleum Corporation 1999 Stock Option Plan for Non-Employee Directors of our report dated February 12, 1999, with respect to the financial statements of Congoleum Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1998, and our report on the financial statement schedule dated March 24, 1999, included therein, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP


By: /s/
___________________________

Philadelphia, Pennsylvania
July 30, 1999