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

                                 April 22, 2005
                ------------------------------------------------
                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 and zip code)

                                  609-584-3000
              ----------------------------------------------------
              (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 8.01 Other Events

On April 22, 2005, Congoleum Corporation (the "Company") issued a press release
announcing that it has reached an agreement in principle with representatives of
the Asbestos Claimants' Committee and the Future Claimants' Representative to
make certain modifications to its proposed plan of reorganization and related
documents governing the settlement and payment of asbestos related claims
against the Company. The text of the press release is filed herewith as Exhibit
99, and incorporated herein by reference.


9.01 Financial Statements and Exhibit

- --------------------------------------------------------------------------------
  EXHIBIT NO.                               DESCRIPTION
- --------------------------------------------------------------------------------
      99        Press release, dated April 22, 2005.
- --------------------------------------------------------------------------------



                                    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: April 25, 2005                Congoleum Corporation


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


                                       -2-

EX-99

                                                                      Exhibit 99


FOR IMMEDIATE RELEASE

For Further Information:

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



             CONGOLEUM CORPORATION TO MODIFY PLAN OF REORGANIZATION


MERCERVILLE, NJ, APRIL 22, 2005 - Congoleum Corporation (AMEX:CGM) announced
today that it has reached an agreement in principle with representatives of the
Asbestos Claimants' Committee and the Future Claimants' Representative to make
certain modifications to its proposed plan of reorganization and related
documents governing the settlement and payment of asbestos related claims
against Congoleum. Under the agreed-upon modifications, asbestos claimants with
claims settled under Congoleum's pre-petition settlement agreement would agree
to forego the security interest they were granted and share on a pari passu
basis with all other present and future asbestos claimants in insurance proceeds
and other assets of the trust to be formed to pay asbestos claims against
Congoleum. As a result of these changes, Congoleum will be preparing an amended
plan and disclosure statement and soliciting acceptances from certain claimant
creditors affected by these modifications. There can be no assurance that the
amended plan will receive the affirmative vote of the requisite majorities.
Congoleum has requested an adjournment of the hearing presently underway to
consider confirmation of its existing plan of reorganization. The amended plan
and disclosure statement modifications and solicitation procedures will be
subject to court approval.

Roger S. Marcus, Chairman of the Board, commented, "We consider this another
positive step forward. We have renegotiated certain important aspects of our
plan of reorganization and related documents in light of developments in other
asbestos bankruptcy proceedings as well as objections raised concerning our
current proposed plan. Our hope is that by addressing these concerns and
following judicial guidance from other asbestos reorganization cases, the
process of obtaining and sustaining the confirmation of our amended plan will
ultimately take less time and cost less money, and the risk of an unfavorable
outcome will be reduced. While these changes will delay the start of our
confirmation process, we believe they will ultimately shorten the time it will
take to get the asbestos problem completely behind us. We are hopeful that we
can accomplish that by the end of 2005."

Interested parties should refer to the documents that will be filed for a
complete description of the modified plan. Copies of the modified plan and
disclosure statement will be filed by Congoleum with the Securities and Exchange
Commission as exhibits to a Form 8-K when they are available. They will also be
available on the investor relations section of Congoleum's website at
www.congoleum.com.



On December 31, 2003, Congoleum Corporation filed a voluntary petition with the
United States Bankruptcy Court for the District of New Jersey (Case No.
03-51524) seeking relief under Chapter 11 of the United States Bankruptcy Code
as a means to resolve claims asserted against it related to the use of asbestos
in its products decades ago.

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 statements can be identified by the
use of the words such as "anticipate," "believe," "estimate," "expect,"
"intend," "plan," "project" and other words of similar meaning. In particular,
these include statements relating to intentions, beliefs or current expectations
concerning, among other things, future performance, results of operations, the
outcome of contingencies such as bankruptcy and other legal proceedings, and
financial conditions. These statements do not relate strictly to historical or
current facts. 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 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. Any or all of these statements may turn out to be
incorrect. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may
or may not occur in the future. Any forward-looking statements made in this
press release speak only as of the date of such statement. It is not possible to
predict or identify all factors that could potentially cause actual results to
differ materially from expected and historical results. 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, 2004 and
subsequent filings made by Congoleum with the Securities and Exchange
Commission.