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

Date of Report (Date of earliest event reported):  December 22, 2010

AMERICAN BILTRITE INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4773	04-1701350
(State or other jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

57 River Street, Wellesley Hills, Massachusetts 02481-2097

(Address of principal executive offices, including zip code)

(781) 237-6655

(Registrant's telephone number, including area code)

Not Applicable

(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 1.01.  Entry into a Material Definitive Agreement.

On December 22, 2010, the general partner and the limited partner of K&M Associates L.P. entered into an Amendment No. 2 (the "Amendment No. 2") to Amended and Restated Agreement of Limited Partnership of K&M Associates L.P. (the "Limited Partnership Agreement"). American Biltrite Inc.'s wholly owned subsidiary Aimpar, Inc is the sole general partner of K&M Associates L.P. and Ocean State Jewelry, Inc., a wholly owned subsidiary of American Biltrite Inc., is the sole limited partner of K&M Associates L.P. The Amendment No. 2, extended the term of the Limited Partnership Agreement to December 31, 2020.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of K&M Associates L.P., dated December 22, 2010

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.

Date:   December 23, 2010 AMERICAN BILTRITE INC.     By: _/s/ Howard N. Feist III__________ Name: Howard N. Feist III Title: Chief Financial Officer  

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of K&M Associates L.P., dated December 22, 2010

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
K&M ASSOCIATES L.P.

This Amendment No. 2 (this "Amendment No. 2") to Amended and Restated Agreement of Limited Partnership of K&M Associates L.P., a Rhode Island limited partnership (the "Partnership"), is made on December 22, 2010, by and among Aimpar, Inc., a New York corporation, as sole general partner of the Partnership (the "General Partner"), and Ocean State Jewelry, Inc., a Delaware corporation, sole limited partner of the Partnership ( the "Limited Partner").

WHEREAS, the General Partner and the Limited Partner desire to amend the Amended and Restated Limited Partnership Agreement of K&M Associates L.P., dated as of April 1, 1995, by and among the General Partner and the Limited Partners (the "Limited Partnership Agreement"), as previously amended, extend the term of the Limited Partnership Agreement to December 31, 2020.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the General Partner and the Limited Partner agree as follows:

1. Amendment to Section 5. Section 5 of the Limited Partnership Agreement is hereby amended by replacing the reference to December 31, 2010 with December 31, 2020.

2. Continued Effectiveness of Limited Partnership Agreement. Except as amended by this Amendment No. 2, as so amended, the Limited Partnership Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

3 Governing Law. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Rhode Island without giving effect to the principles of conflict of laws thereof that would require the application of any other law.

4 Enforceability. If any term or provision of this Amendment No. 2 is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms and provisions of this Amendment No. 2 shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5 Counterparts. This Amendment No. 2 may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature Page To Follow]

2

IN WITNESS WHEREOF, this Amendment No. 2 has been executed as of the day and year first above written.

GENERAL PARTNER: AIMPAR, INC.

/s/ Richard G. Marcus
Name: Richard G. Marcus
Title: President

LIMITED PARTNER:

OCEAN STATE JEWELRY, INC.

/s/ Richard G. Marcus
Name: Richard G. Marcus
Title: President