SecProbe.io

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Mail Stop 0510

      April 20, 2005

via U.S. mail and facsimile

Mr. Howard N. Feist III
Vice President Finance, Chief Financial Officer and Principal
Accounting Officer
American Biltrite, Inc.
57 River Street
Wellesley Hills, MA 02481-2097

	RE: Form 10-K for the fiscal year ended December 31, 2004
                   File No. 1-4773

Dear Mr. Feist:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings beginning, to the extent practical, with your
report
on Form 10-Q for the quarter ended March 31, 2005.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 16

2. Please enhance your management`s discussion and analysis
disclosures to the extent practical as follows:
* Quantify your explanations for significant changes in sales and
gross profit in terms of increases or decreases in prices, volume,
foreign currency and new product introductions and include an
explanation of the underlying reasons for the changes.
* Quantify the impact of the manufacturing efficiencies cited on
gross profit.
* Address the reasons for the increase in raw material prices in
the
current year and quantify their negative impact on gross profit.
* Quantify material increases or decreases in selling, general and
administrative expenses along with an appropriate explanation for
the
variation.
* Specifically address the reasons for the operating losses
incurred
by the Canadian Division over the last two years.
Management`s discussion and analysis should allow the investor to
see
the company through the eyes of management.  Please revise the
discussion with this underlying thought in mind.  Please Refer to
Item 303 of Regulation S-K.

Liquidity and Capital Resources - ABI and Non-Debtor Subsidiaries,
page 22

3. Given that in the past you amended your financial covenants in
order to avoid being in default of the American Biltrite debt
agreements, that you were in default of a financial covenant at
December 31, 2004 and that you are presently negotiating to amend
existing financial covenants, it appears the covenants contained
in
your debt arrangements are material to an investor`s understanding
of
your financial condition and liquidity.  Please disclose the terms
of
your financial covenants as well as the cross default provisions
in
your debt agreements.  Please also disclose the specific debt
covenants that you were not in compliance with, when each waiver
was
obtained, the duration of each waiver and the amounts and forms of
consideration that you paid, if any, to obtain the waivers from
your
creditors as well as the amendments to your financial covenants.

Contractual Obligations, pages 26 and 30

4. Please revise your table of contractual cash obligations to
include the following:
(a) Estimated interest payments on your debt;
(b) Estimated payments under your defined benefit pension plans;
and
(c) Estimated payments under your other postretirement plans.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.
Please refer to footnote 46 of SEC Release 33-8350.

Financial Statements

5. Please disclose the types of expenses that you include in the
cost
of goods sold line item and the types of expenses that you include
in
the operating expenses line item.  Please also tell us whether you
include inbound freight charges, purchasing and receiving costs,
inspection costs, warehousing costs, internal transfer costs, and
the
other costs of your distribution network in the cost of goods sold
line item.  With the exception of warehousing costs, if you
currently
exclude a portion of these costs from cost of goods sold, please
disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross profit margins may not be comparable to
those of other entities, since some entities include all of the
costs
related to their distribution network in cost of goods sold and
others like you exclude a portion of them from gross profit
margin,
including them instead in another line item, such as operating
expenses.
   Please refer to Chapter 4 of ARB 43 for additional guidance.

Note 1 - Significant Accounting Policies

Revenue Recognition, page 54

6. Please disclose your accounting policy with respect to sales
incentives, such as cooperative advertising, discounts, coupons,
slotting fees, rebates and buy downs in accordance with EITF 01-9.
Please also disclose your accounting policy for advertising
expenses
based on guidance in paragraph 49 of SOP 93-7.
Note 2 - Inventories, page 58

7. Please disclose any LIFO inventory liquidations in accordance
with
Staff Accounting Bulletin Topic 5:L.

Note 5 - Financing Arrangements, page 60

8. Please disclose the terms of your financial covenants as well
as
the cross default provisions in your debt arrangements.  Please
also
disclose if your credit facilities have any subjective
acceleration
clauses.  Please disclose the specific debt covenants that you
were
not in compliance with, when each waiver was obtained, the
duration
of each waiver and the amounts and forms of consideration that you
paid, if any, to obtain the waivers from your creditors as well as
the amendments to your financial covenants.

Note 8 - Commitments and Contingencies, page 71

9. Please supplementally tell us how you determined the
collectability of amounts due from insurance carriers for
environmental and asbestos claims given your disclosure in the
Critical Accounting Policies that some of the insurance carriers
are
presently insolvent and the remaining solvent insurance carriers
have
disputed their insurance obligations.  Please also disclose the
activity in the receivable reserve for amounts considered
uncollectible from insurance carriers in the Schedule II -
Valuation
and Qualifying Accounts in accordance with Rule 5-04 of Regulation
S-
X.  Please also disclose any potential concentration of amounts
receivable due from your insurance carriers in accordance with
paragraph 15 of SFAS 107.  We remind you that SAB Topic 5:Y states
that environmental and asbestos liabilities are of such
significance
that detailed disclosures regarding the judgments and assumptions
underlying the recognition and measurement of the liabilities and
the
related recoveries are necessary to inform readers fully regarding
the range of reasonably possible outcomes that could have a
material
effect on your financial condition, results of operations, or
liquidity.

10. Please disclose Congoleum`s environmental obligations arising
from its manufacturing operations in New Jersey.  Please also
supplementally tell us what the Other accrued contingencies
represent
and how you determined the amount of this exposure.  Please refer
to
SFAS 5 and FIN 14 for guidance on the proper disclosure.

Note 16 - Quarterly Financial Information (Unaudited), page 96

11. Please disclose the $5,000,000 and the $3,700,000 amounts for
asbestos settlements accrued by Congoleum in the fourth quarter of
2004 and 2003 in selling, general and administrative expenses.
Please also disclose the $1,200,000 accrual recorded by American
Biltrite in the fourth quarter of 2004 related to Congoleum`s
reorganization plan.  Please refer to Item 302 (a)(3) of
Regulation
S-K and paragraph 31 of APB 28.

12. Please also tell us supplementally and consider for inclusion
in
Management`s Discussion and Analysis, the reasons for the increase
in
net income to $7,100,000 in the fourth quarter of 2004, excluding
the
$5,000,000 and $1,200,000 asbestos and bankruptcy-related
accruals,
compared to a 50,000 loss in the fourth quarter of 2003, excluding
the $3,700,000 asbestos accrual.

*    *    *    *
      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

       If you have any questions regarding these comments, please
direct them to Gus Rodriguez, Staff Accountant, at (202) 824-5524
or,
in his absence, Nathan Cheney, Assistant Chief Accountant, at
(202)
942-1804 or, to the undersigned, at (202) 942-1774.

    						Sincerely,

							Rufus Decker
							Branch Chief
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Mr. Howard N. Feist III
April 20, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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