8-K

                       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


                                December 31, 2003
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                              Congoleum Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Delaware                     01-13612              02-0398678
- -------------------------------       -----------          ----------------
(State or other jurisdiction of       (Commission          (I.R.S. Employer
         incorporation)               File Number)        Identification No.)


                             3500 Quakerbridge Road
                                  P.O. Box 3127
                           Mercerville, NJ 08619-0127
                    (Address of principal executive offices)



                                  609-584-3000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                         -------------------------------
                         (Former name or former address,
                         if changed since last report.)



ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On December 31, 2003, Congoleum Corporation issued a press release announcing
that it has obtained the asbestos claimant votes necessary for approval of its
pre-packaged Chapter 11 plan of reorganization and has proceeded with its
bankruptcy filing in Trenton, New Jersey. Congoleum will now seek bankruptcy
court confirmation of the plan as promptly as possible. A copy of the Company's
press release is attached as Exhibit 99.1 hereto and incorporated by reference
herein.

ITEM 7.  EXHIBITS

(c) Exhibits.

- --------------------------------------------------------------------------------
 Exhibit No.                         Description
- --------------------------------------------------------------------------------
    99.1            Press release, dated December 31, 2003.
- --------------------------------------------------------------------------------

                                    SIGNATURE


      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 hereunto duly authorized.


Date: December 31, 2003                Congoleum Corporation


                                       By:   /s/ Howard N. Feist III
                                             --------------------------------
                                       Name:    Howard N. Feist III
                                       Title:   Chief Financial Officer



                                  EXHIBIT INDEX

- --------------------------------------------------------------------------------
 Exhibit No.                         Description
- --------------------------------------------------------------------------------
    99.1            Press release, dated December 31, 2003.
- --------------------------------------------------------------------------------

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

For Further Information:

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


          CONGOLEUM CORPORATION OBTAINS ASBESTOS CLAIMANTS' APPROVAL OF
                  ITS BANKRUPTCY PLAN, COMMENCES REORGANIZATION

MERCERVILLE, NJ, December 31, 2003 - Congoleum Corporation (AMEX:CGM) announced
today that it has obtained the asbestos claimant votes necessary for approval of
its pre-packaged Chapter 11 plan of reorganization, and has proceeded with its
bankruptcy filing in Trenton, New Jersey. Congoleum will now seek bankruptcy
court confirmation of the plan as promptly as possible. Congoleum is pursuing a
pre-packaged bankruptcy proceeding as a means to resolve claims asserted against
it related to the use of asbestos in its products decades ago.

The balloting agent tabulating the votes on the proposed plan of reorganization
advised Congoleum that the overwhelming majority of votes cast were cast in
favor of the plan and were more than sufficient to satisfy the requirements of
the bankruptcy code.

Under the terms of the plan, when confirmed, Congoleum will contribute certain
insurance rights and a note for approximately $2.7 million (subject to a future
revaluation) to a trust to be formed pursuant to the plan for the benefit of
asbestos personal injury claimants. All current and future asbestos claims
against Congoleum will be channeled to the trust and Congoleum will have no
further liability for such claims. The terms of the plan also provide that
Congoleum's other creditors will be paid in full and its shareholders will
maintain their equity holdings in Congoleum. Congoleum also indicated that it
expects to record a charge of approximately $3.7 million in the fourth quarter
of 2003 to increase its reserve for estimated costs required to complete its
reorganization.

Roger S. Marcus, Chairman of the Board, commented "This filing marks another
major milestone in resolving our asbestos problem. Our next challenge is to get
our plan confirmed by the court as quickly as the process allows. We believe the
steps taken over the past year to prepare for this filing will be extremely
helpful in accomplishing this. Until then, we expect to conduct business as
usual. I thank our employees, suppliers, customers, and investors for their
continued support through this endeavor."

Copies of the plan and disclosure statement have been filed by Congoleum with
the Securities and Exchange Commission as exhibits to a Form 8-K. They can also
be obtained by visiting Congoleum's website at
http://www.congoleum.com/investor_relations/investor_1.shtml.

Congoleum Corporation is a leading manufacturer of resilient flooring, serving
both residential and commercial markets. Its sheet and tile 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.



    CAUTIONARY STATEMENT 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) satisfaction of the
conditions and obligations under Congoleum's outstanding debt instruments, and
amendments to those outstanding debt instruments, as necessary, to permit the
contemplated note contribution 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) Congoleum's ability
to obtain debtor-in-possession financing to provide it with sufficient funding
during the pendency of its Chapter 11 case and exit financing to provide it with
sufficient funding for its operations after emerging from the bankruptcy
process, in each case, on reasonable terms, (vi) timely obtaining sufficient
creditor and court approval of any reorganization plan pursued by Congoleum and
(vii) 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 its 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 September 30, 2003 and its other filings with the Securities and
Exchange Commission.