FOR IMMEDIATE RELEASE

For Further Information:

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


       CONGOLEUM CORPORATION SEEKS BONDHOLDERS' CONSENT TO AMEND INDENTURE

MERCERVILLE, NJ, July 31, 2003 - Congoleum Corporation (AMEX:CGM) today
announced that as part of its strategy to resolve its asbestos liabilities, it
is seeking bondholders' approval of certain amendments to the indenture
governing its 8 ?% Senior Notes due 2008. These amendments reflect the
finalization of negotiations with representatives of certain current and future
asbestos personal injury claimants regarding the expected principal economic
terms of the Company's anticipated pre-packaged Chapter 11 plan of
reorganization and address, among other things, the amount and terms of a note
Congoleum will contribute to a trust for the benefit of the claimants. The
amendments are intended to expressly provide Congoleum with greater flexibility
to pursue approval of its pre-packaged plan of reorganization under Chapter 11
of the Bankruptcy Code. The plan of reorganization that has been negotiated
leaves its bondholders, trade creditors, and other unsecured non-asbestos
related creditors unimpaired.

The amendments to the indenture would expressly permit Congoleum to issue a
promissory note to the plan trust as part of the Company's anticipated
pre-packaged Chapter 11 plan of reorganization. The promissory note will be
subordinated to the Company's 8 ?% Senior Notes due 2008 and its revolving
credit facility. The principal amount of the promissory note will initially be
$2,738,234.75 and will be subject to increase as of the later of June 30, 2005
and the last trading day of the 90 consecutive trading day period commencing on
the first anniversary of the effective date of the Company's confirmed
pre-packaged Chapter 11 plan of reorganization (the "Principal Adjustment Date")
in an amount equal to the excess, if any, of the amount by which 51% of the
Company's market capitalization as of the Principal Adjustment Date exceeds
$2,738,234.75 (the "Additional Principal Amount"). The Company expects that
interest on outstanding principal of the plan note will accrue at a rate of 9%
per annum. The Company further expects that interest on the initial
$2,738,234.75 will accrue and be payable quarterly and that interest on the
Additional Principal Amount will accrue quarterly and be added to the Additional
Principal Amount as additional principal. The Company expects that upon the
earlier of August 1, 2008 and the date that all of the Senior Notes are repaid
in full, interest on the then outstanding Additional Principal Amount will then
accrue and be payable quarterly.

The Company further expects that all principal on the plan note then outstanding
together with any accrued but unpaid interest will be payable in full on the
tenth anniversary of the date of the plan note, subject to the right of the plan
trust to accelerate all amounts then owed on the plan note following an uncured
event of default under the plan note.



The Company understands that, pursuant to a pledge agreement, the Company's
controlling shareholder, American Biltrite Inc. (AMEX:ABL), will pledge all of
the shares of the Company's common stock that American Biltrite owns, together
with any other equity interests and rights American Biltrite may own or hold in
the Company, as of the date of the plan note as collateral for the Company's
obligations under the plan note. The Company expects that American Biltrite
would be allowed to prepay the principal amount of the plan note, in whole or in
part, without any penalty or premium at any time following the Principal
Adjustment Date and that any interest that may have accrued but not yet been
paid at the time of any principal repayment would be due and payable at the time
of the principal repayment. The Company also understands that in the event
American Biltrite sells all or substantially all of the shares of Congoleum
stock it owns within three years of the Principal Adjustment Date, American
Biltrite would be obligated to pay the plan trust an amount equal to 50% of any
excess of the value of 51% of the equity value of Congoleum implied by such
stock sale by American Biltrite over $2,738,234.75 plus any Additional Principal
Amount. The Company further understands that in the event American Biltrite
pre-pays the note or pays any amounts to cure an event of default of the note,
or pays an amount to the plan trust as a result of selling its Congoleum stock,
the Company would be obligated to reimburse American Biltrite for such payments,
such obligation to be reflected in a note to be issued by the Company to
American Biltrite with terms substantially similar to the terms of the plan note
issued by the Company to the plan trust.

Adoption of the proposed amendments to the indenture requires the consent of
holders representing a majority of the aggregate principal amount of the
outstanding notes as of the record date.

Roger S. Marcus, Chairman of the Board, commented "Completing our economic
negotiations represents another important milestone for Congoleum's resolution
of its asbestos problem. These negotiations included participation by a
representative for future claimants as well as representatives for current
claimants. While this added to the difficulty of reaching an agreement, it also
marks a hurdle we believe we have now cleared. With our plan in what we hope is
substantially final form, we can now seek final approval from our lenders and
proceed with circulating our plan of reorganization to claimants for their
approval, which we expect to begin shortly. While challenges remain ahead, we
are encouraged by the challenges we have overcome. We continue to anticipate
filing our pre-packaged Chapter 11 case in September with the votes needed to
approve the plan, and hope to obtain confirmation of our plan by the end of the
year. We have worked hard to craft a plan that protects the interests of our
suppliers, customers, lenders, employees and shareholders, and we appreciate
their continued support."

The solicitation is being made upon the terms and is subject to the conditions
set forth in the Consent Solicitation Statement dated July 30, 2003 and related
documents. Copies of those documents can be obtained by contacting The Altman
Group, Inc., the consent agent for the consent solicitation, at (212) 681-9600.
The expiration date for the consent solicitation is 3 p.m., New York City time,
on Friday, August 1, 2003, unless extended by Congoleum.

Congoleum Corporation is a leading manufacturer of resilient flooring, serving
both residential and commercial markets. Its sheet, tile and plank products are
available in a wide variety of designs and colors, and are used in remodeling,
manufactured housing, new construction and commercial applications. The



Congoleum brand name is recognized and trusted by consumers as representing a
company that has been supplying attractive and durable flooring products for
over a century.

                      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 ASBESTOS-RELATED CLAIMS AND OTHER COSTS
RELATING TO THE EXECUTION AND IMPLEMENTATION OF ANY PLAN OF REORGANIZATION
PURSUED BY CONGOLEUM, (II) TIMELY REACHING AGREEMENT WITH OTHER CREDITORS, OR
CLASSES OF CREDITORS, THAT EXIST OR MAY EMERGE, (III) 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 AND PLEDGE IN CONNECTION WITH CONGOLEUM'S
PLAN OF REORGANIZATION AND TO MAKE CERTAIN FINANCIAL COVENANTS IN THOSE DEBT
INSTRUMENTS LESS RESTRICTIVE, (IV) 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, (V) TIMELY OBTAINING
SUFFICIENT CREDITOR AND COURT APPROVAL OF ANY REORGANIZATION PLAN PURSUED BY IT
AND (VI) COMPLIANCE WITH THE UNITED STATES BANKRUPTCY CODE, INCLUDING SECTION
524(g). IN ANY EVENT, IF CONGOLEUM IS NOT SUCCESSFUL IN OBTAINING SUFFICIENT
CREDITOR AND COURT APPROVAL OF ITS PLAN OF REORGANIZATION, SUCH FAILURE WOULD
HAVE A MATERIAL ADVERSE EFFECT UPON CONGOLEUM'S BUSINESS, RESULTS OF OPERATIONS
AND 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.


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