8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                  June 6, 2003
                Date of Report (Date of earliest event reported)

                              CONGOLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

                         Commission File Number: 1-13612


                   Delaware                                   02-0398678
         (State or other jurisdiction                       (IRS Employer
              of incorporation)                           Identification No.)


                             3500 Quakerbridge Road
                                  P.O. Box 3127
                       Mercerville, New Jersey 08619-0127
                     (Address of principal executive office)
       Registrant's telephone number, including area code: (609) 584-3000


                                 Not Applicable
          (Former name or former address, if changed since last report)


Item 5: Other Events

On June 9, 2003, Congoleum Corporation (the "Company") issued a press release
announcing that it had executed certain amendments to the settlement agreement
it entered into on April 10, 2003 with attorneys representing more then 75% of
the known present claimants with asbestos claims pending against the Company and
certain ancillary agreements relating to that settlement agreement. The Company
executed those amendments on June 6, 2003. A copy of the Company's press release
dated June 9, 2003 is attached as Exhibit 99.1 hereto and incorporated by
reference herein.


Item 7: Financial Statements, Pro Forma Financial Information And Exhibits

(c) Exhibits.

      99.1  Press release dated June 9, 2003



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          CONGOLEUM CORPORATION


Date:  June 10, 2003                      By /s/ Howard N. Feist III
                                             ---------------------------
                                             Howard N. Feist III
                                             Chief Financial Officer



                                  Exhibit Index


Exhibit
Number      Description

 99.1       Press release dated June 9, 2003

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

For Further Information:

Howard N. Feist
Chief Financial Officer
(609) 584-3586


        CONGOLEUM CORPORATION AMENDS AGREEMENT TO SETTLE ASBESTOS CLAIMS


MERCERVILLE, NJ, JUNE 9, 2003 - Congoleum Corporation (AMEX:CGM) reported today
that it has executed certain amendments to the settlement agreement it entered
into on April 10, 2003 with attorneys representing more than 75% of the known
present claimants with asbestos claims pending against Congoleum and certain
ancillary agreements relating to that settlement agreement. The amendments
provide additional time for parties to review and respond to information
required in order to participate in the settlement. The settlement agreement
contemplates a Chapter 11 reorganization seeking confirmation of a pre-packaged
plan of reorganization that would leave trade and other unsecured creditors
unimpaired and would resolve all pending and future asbestos claims against
Congoleum, including personal injury asbestos claims against Congoleum's
distributors and affiliates that derive from claims made against Congoleum.
Approval of such a plan of reorganization will require the supporting vote of at
least 75% of the asbestos claimants with claims against Congoleum who vote on
the plan.

Roger S. Marcus, Chairman of the Board, commented "As we indicated in our 10-Q
filing last month, we anticipated that we would amend these agreements to
address concerns as to whether the deadlines in the original agreements were too
ambitious. We believe the settlement is a fair and good one for both the
claimants and the company, and felt that our interests would be best served by
assuring that claimants were afforded adequate time to review the agreement,
make a considered decision on participation, and submit the necessary paperwork.
Although this amendment postpones our anticipated date for entering into Chapter
11 until September, we believe it reduces the risk of delays to the confirmation
of our plan and the far more important goal of exiting Chapter 11 with the
asbestos issue behind us, which we still hope to accomplish by the end of the
year. I continue to be encouraged by our progress and grateful for the continued
support of our employees, customers, suppliers, lenders and shareholders."

WARNING REGARDING FORWARD LOOKING STATEMENTS

THE ABOVE NEWS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS, WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, THAT INVOLVE
RISKS, UNCERTAINTIES AND ASSUMPTIONS. THESE FORWARD-LOOKING STATEMENTS ARE BASED
ON CONGOLEUM'S EXPECTATIONS, AS OF THE DATE OF THIS RELEASE, OF FUTURE EVENTS,



AND CONGOLEUM UNDERTAKES NO OBLIGATION TO UPDATE ANY OF THESE FORWARD LOOKING
STATEMENTS. ALTHOUGH CONGOLEUM BELIEVES THAT THESE EXPECTATIONS ARE BASED ON
REASONABLE ASSUMPTIONS, WITHIN THE BOUNDS OF ITS KNOWLEDGE OF ITS BUSINESS AND
EXPERIENCE, THERE CAN BE NO ASSURANCE THAT ACTUAL RESULTS WILL NOT DIFFER
MATERIALLY FROM ITS EXPECTATIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM EXPECTATIONS INCLUDE: (I) THE FUTURE COST AND TIMING OF
ESTIMATED ASBESTOS LIABILITIES AND PAYMENTS AND AVAILABILITY OF INSURANCE
COVERAGE AND REIMBURSEMENT FROM INSURANCE COMPANIES, WHICH UNDERWROTE THE
APPLICABLE INSURANCE POLICIES FOR CONGOLEUM AND ITS CONTROLLING SHAREHOLDER,
AMERICAN BILTRITE INC., FOR ASBESTOS-RELATED CLAIMS AND OTHER COSTS RELATING TO
THE EXECUTION AND IMPLEMENTATION OF ANY PLAN OF REORGANIZATION PURSUED BY
CONGOLEUM, (II) TIMELY NEGOTIATING AND ENTERING INTO SETTLEMENT AGREEMENTS ON
TERMS IT CONSIDERS SATISFACTORY WITH A SUFFICIENT MAJORITY OF ASBESTOS
CLAIMANTS, (III) TIMELY REACHING AGREEMENT WITH OTHER CREDITORS, OR CLASSES OF
CREDITORS, THAT EXIST OR MAY EMERGE, (IV) CONGOLEUM'S AND ITS CONTROLLING
SHAREHOLDER'S, AMERICAN BILTRITE INC.'S, SATISFACTION OF THE CONDITIONS AND
OBLIGATIONS UNDER THEIR RESPECTIVE OUTSTANDING DEBT INSTRUMENTS, AND AMENDMENTS
TO THOSE OUTSTANDING DEBT INSTRUMENTS, AS NECESSARY, TO PERMIT THE CONTEMPLATED
NOTE CONTRIBUTION(S) AND PLEDGE IN CONNECTION WITH CONGOLEUM'S PLAN OF
REORGANIZATION AND TO MAKE CERTAIN FINANCIAL COVENANTS IN THOSE DEBT INSTRUMENTS
LESS RESTRICTIVE, (V) THE RESPONSE FROM TIME-TO-TIME OF CONGOLEUM'S AND ITS
CONTROLLING SHAREHOLDER'S, AMERICAN BILTRITE INC.'S, LENDERS, CUSTOMERS,
SUPPLIERS AND OTHER CONSTITUENCIES TO THE ONGOING PROCESS ARISING FROM
CONGOLEUM'S STRATEGY TO SETTLE ITS ASBESTOS LIABILITY, (VI) TIMELY OBTAINING
SUFFICIENT CREDITOR AND COURT APPROVAL OF ANY REORGANIZATION PLAN PURSUED BY IT
AND (VII) COMPLIANCE WITH THE UNITED STATES BANKRUPTCY CODE, INCLUDING SECTION
524(g). IN ANY EVENT, THE FAILURE OF CONGOLEUM TO TIMELY REACH AGREEMENT WITH
PLAINTIFFS REPRESENTING A SUFFICIENT NUMBER OF ASBESTOS CLAIMANTS WITH ASBESTOS
CLAIMS PENDING AGAINST CONGOLEUM, WHICH AGREEMENT WOULD RESULT IN A GLOBAL
SETTLEMENT OF CONGOLEUM'S ASBESTOS LIABILITY, OR THE FAILURE TO REACH THE
PRESENTLY ANTICIPATED SETTLEMENT, COULD HAVE A MATERIAL ADVERSE EFFECT UPON
CONGOLEUM'S BUSINESS, RESULTS OF OPERATIONS OR FINANCIAL CONDITION. ACTUAL
RESULTS COULD DIFFER SIGNIFICANTLY AS A RESULT OF THESE AND OTHER FACTORS
DISCUSSED IN CONGOLEUM'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2002, ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2003
AND ITS OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.