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

                                  May 10, 2004
                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 12: Results of Operations and Financial Condition

On May 10, 2004, the Registrant issued a press release announcing its financial
results for the three months ended March 31, 2004. A copy of that press release
is being furnished to the Securities and Exchange Commission pursuant to this
Item 12 of the Form 8-K and is attached hereto as Exhibit 99.1.

(c) Exhibits.

        99.1      Press release dated May 10, 2004



                                   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 hereunto duly authorized.


                                            CONGOLEUM CORPORATION


Date:  May 10, 2004                         By  /s/ Howard N. Feist III
                                                --------------------------
                                                Howard N. Feist III
                                                Chief Financial Officer



                                  Exhibit Index


Exhibit
Number      Description

  99.1      Press release dated May 10, 2004

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

For Further Information:

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



               CONGOLEUM CORPORATION REPORTS FIRST QUARTER RESULTS


MERCERVILLE, NJ, MAY 10, 2004 - Congoleum Corporation (AMEX: CGM) reported today
its financial results for the first quarter ended March 31, 2004.

Sales for the three months ended March 31, 2004 were $52.0 million, compared
with sales of $53.6 million reported in the first quarter of 2003, a decrease of
3.0%. The net loss for the quarter was $0.4 million versus a net loss of $2.6
million in the first quarter of 2003. The net loss per share was $.05 in the
first quarter of 2004 compared with $.31 per share in the first quarter of 2003.

Roger S. Marcus, Chairman of the Board, commented "Despite a slow start, our
first quarter bottom-line performance was the best it has been in five years
thanks to the expenses we eliminated last year, and would have been even better
if our largest distributor had not reduced its inventory by $2 million in the
quarter. We are very encouraged by our sales in March and April, which indicate
business is picking up momentum. With both factory and distributor stocks at
relatively low levels, we stand to benefit from inventory rebuilding as well as
improvements in underlying retail demand."

Mr. Marcus continued, "We are also looking forward to introducing a major new
sheet product in the third quarter of this year that we expect to generate
considerable excitement at retail. Although the development and introduction
costs will limit the profit contribution this year, we hope to see significant
benefit in 2005 and beyond. Our 2004 results will depend on whether the recent
business acceleration continues. If it does, we could have a good year, but even
if it does not, the cost reduction steps taken in 2003 should enable us to
perform much better in 2004, even with the increases in raw material costs that
we have started to see."

"Turning to our Chapter 11 case, we are very pleased with the progress that has
been made to date and are optimistic about the outcome of important decisions to
be made by the court in the near future. We remain committed to our goal of
completing the reorganization in 2004."

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. Congoleum is a 55% owned subsidiary of American Biltrite Inc.
(AMEX: ABL).



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 that 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, (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 maintain debtor-in-possession financing
sufficient to provide it with funding that may be needed during the pendency of
its Chapter 11 case and exit financing sufficient to provide it with 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, (vii) compliance with the
United States Bankruptcy Code, including Section 524(g), (viii) developments in,
and the outcome of, insurance litigation pending in New Jersey state court, (ix)
developments in, and the outcome of, proposed federal legislation that, if
adopted, would establish a national trust to provide compensation to victims of
asbestos-related injuries that would be funded by assessments against companies
with asbestos-related liabilities such as Congoleum, (x) increases in raw
material prices, (xi) increased competitive activity from companies in the
flooring industry, some of which have greater resources and broader distribution
channels than Congoleum, (xii) increases in the costs of environmental
compliance and remediation or the exhaustion of insurance coverage for such
expenses, (xiii) unfavorable developments in the national economy or in the
housing industry in general, including developments arising from the war in
Iraq, (xiv) shipment delays, depletion of inventory and increased production
costs resulting from unforeseen disruptions of operations at any of Congoleum's
facilities or distributors, (xv) product warranty costs, and (xvi) changes in
distributors of Congoleum's products. 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, 2003 and
its other filings with the Securities and Exchange Commission.



                              CONGOLEUM CORPORATION

                              RESULTS OF OPERATIONS

                    (In thousands, except per share amounts.)

                                                            (Unaudited)
                                                           For the Three
                                                            Months Ended
                                                             March 31,
                                                         2004          2003
                                                         ----          ----

Net Sales ..........................................   $ 52,000      $ 53,581

Cost of Sales ......................................     38,449        40,914

Selling, general & administrative expenses .........     11,985        13,203
                                                       --------      --------

Income (loss) from operations ......................      1,566          (536)

Interest expense (net) .............................     (2,245)       (2,196)

Other income (net) .................................       (244)          144
                                                       --------      --------
Loss before taxes ..................................       (435)       (2,588)

Income taxes .......................................         --            --
                                                       --------      --------
Net loss ...........................................   $   (435)     $ (2,588)
                                                       ========      ========

Net loss per share, basic & diluted ................   $  (0.05)     $  (0.31)
                                                       ========      ========

Weighted average number of common shares
  Outstanding ......................................      8,260         8,260
                                                       ========      ========