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 14, 2004
                ------------------------------------------------
                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
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              (Registrant's telephone number, including area code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a- 12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

Pursuant to an Order of the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"), Congoleum Corporation (the "Company") and
Congress Financial Corporation ("Congress") entered into a certain Amendment No.
1 to Ratification and Amendment Agreement and Amendment No. 3 to Loan and
Security Agreement (the "First Ratification Amendment") as of December 14, 2004,
which extends, and amends, certain of the terms of the Company's existing
debtor-in-possession financing facility with Congress.

The First Ratification Amendment (i) amends the current budget; (ii) extends the
term of the existing debtor-in-possession financing facility from December 31,
2004 to June 30, 2005; (iii) places new limitations on capital expenditures; and
(iv) provides a new minimum EBITDA covenant. A fee of $150,000 is payable to
Congress in connection with the execution of the First Ratification Amendment.

The existing debtor-in-possession financing facility provides a one-year
revolving credit facility with borrowings up to $30 million. Interest is based
on 0.75% above the prime rate. The facility contains certain covenants,
including the maintenance of a minimum tangible net worth and restrictions on
the incurrence of additional debt. The covenants and conditions under the
facility must be met in order for the Company to borrow thereunder. Borrowings
under this facility are collateralized by inventory and receivables. The First
Ratification Amendment does not affect these terms of the existing financing
facility.

The Company anticipates that its debtor-in-possession financing facility will be
replaced with a revolving credit facility on substantially similar terms upon
confirmation of its plan of reorganization. While the Company expects the
existing facility as amended by the First Ratification Amendment will provide it
with sufficient liquidity, there can be no assurances that the Company will
continue to be in compliance with the required covenants, that the Company will
be able to obtain a similar or sufficient facility upon exit from bankruptcy, or
that the debtor-in-possession facility will be renewed beyond its expiration on
June 30, 2005.

Forward-Looking Statements

Some of the information presented in this Current Report on Form 8-K constitutes
"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 the Company's
expectations, as of the date of this report, of future events, and the Company
undertakes no obligation to update any of these forward-looking statements
except as required by the federal securities laws. Although the Company believes
that these expectations are based on reasonable assumptions, within the bounds
of its knowledge of its business and operations, 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 or contribute to the Company's actual results differing from
its expectations include those factors discussed in the Company's other filings
with the Securities and Exchange Commission, including in the section of its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors That May Affect Future Results."



                                    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 17, 2004                        Congoleum Corporation


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