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May 16, 2005

VIA EDGAR TRANSMISSION

Mr. Rufus Decker
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0510
450 Fifth Street, N.W.
Washington, D.C.  20549-0510

      Re:  American Biltrite Inc. Form 10-K for the year ended December 31, 2004
           File No. 1-4773

Dear Mr. Decker:

This letter sets forth the responses of American Biltrite Inc., a Delaware
corporation (the "Company"), to the comments of the staff of the Securities and
Exchange Commission (the "Staff") set forth in the Staff's letter dated April
20, 2005 (the "Comment Letter") regarding the above-referenced annual report on
Form 10-K (the "Annual Report"). For the convenience of the Staff, we have
restated in this letter (in italics) each of the Staff's comments that were
included in the Comment Letter and numbered each of the responses included
herein to those comments to correspond with the respective comment number from
the Comment Letter. Capitalized terms used in our responses below but not
defined therein have the meanings given in the Annual Report or the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and filed
with the Securities and Exchange Commission on May 16, 2005 (the "Quarterly
Report"), as applicable. All references to page numbers and captions correspond
to the page numbers and captions in the Annual Report and Quarterly Report, as
applicable.

Comments 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.

Additional disclosures or other revisions and supplemental responses have been
provided below. Changes or additions to previously filed disclosures have been
underlined. Revisions were included in our report on Form 10-Q for the quarter
ended March 31, 2005 and will be included in our future periodic reports, to the
extent applicable.

<PAGE>

Mr. Rufus Decker
Securities and Exchange Commission
May 16, 2005
Page 2

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:

      o     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.

      o     Quantify the impact of the manufacturing efficiencies cited on gross
            profit.

      o     Address the reasons for the increase in raw material prices in the
            current year and quantify their negative impact on gross profit.

      o     Quantify material increases or decreases in selling, general and
            administrative expenses along with an appropriate explanation for
            the variation.

      o     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.

Below is an excerpt from the disclosure that was included under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on page 30 of the Quarterly Report. This disclosure is intended to
address the above comment.

                       ___________________________________

ABI and Non-Debtor Subsidiaries

                                              Three Months Ended March 31
                                                 2005             2004
                                              --------           -------
                                               (In thousands of dollars)

Net sales                                     $ 49,742           $47,458
Cost of sales                                   34,931            34,496
                                              --------           -------
Gross profit                                    14,811   29.8%    12,962   27.3%
Selling, general & administrative expenses      13,791   27.7%    14,364   30.3%
                                              --------           -------
Operating income (loss)                          1,020            (1,402)

Interest expense, net                             (719)             (716)
Other income (expense), net                      2,132              (143)
                                              --------           -------
Income (loss) before taxes and other items       2,433            (2,261)

Provision for (benefit from) income taxes          971              (797)
Noncontrolling interests                          (474)               36
                                              --------           -------

Income (loss) from continuing operations      $    988           $(1,428)
                                              ========           =======
<PAGE>

Mr. Rufus Decker
Securities and Exchange Commission
May 16, 2005
Page 3

Net sales in the first quarter of 2005 were $49.7 million compared to $47.5
million in the first quarter of 2004, an increase of $2.2 million or 4.8%. This
increase was due to higher net sales at all divisions. Tape and the Canadian
divisions had increases in net sales of $1.6 million (7.5%) and $0.6 million
(5.3%), respectively, while K&M had a modest increase of approximately $100
thousand. The increase in net sales at the Tape division was driven by higher
sales in Europe and Asia with new customers and higher sales to existing
customers, including $0.6 million from price increases. The increase in Canadian
division net sales was due to the foreign exchange impact of a stronger Canadian
dollar.

Gross profit increased from 27.3% for the first quarter of 2004 to 29.8% for the
first quarter of 2005. Gross profit at the Tape division improved by 0.8 points
as a result of additional volume, better manufacturing performance, and price
increases, which helped offset increases in raw material costs. Gross profit at
the Canadian division also improved by 0.8 points because of price increases and
improved product mix. Improvements in the Canadian margins were also reduced by
increases in raw material costs. Gross profit at K&M increased by 6.9 points as
a result of lower fixture costs and a more profitable sales mix. K&M's increase
in gross profit percentage was slightly offset by price increases by suppliers
in China.

The Company includes the cost of purchasing and finished goods inspection in
selling, general and administrative expenses. Some companies also record such
costs in operating expenses while others record them in cost of goods sold.
Consequently, the Company's gross profit margins may not be comparable to other
companies. Had the Company recorded these expenses in cost of sales, the gross
profit margins for the quarter ended March 31, 2005 and 2004 would have been
29.3% and 26.8%, respectively.

Selling, general and administrative ("SG&A") expenses in the first quarter of
2005 decreased by $573 thousand compared to the first quarter of 2004. As a
percentage of net sales, SG&A decreased from 30.3% to 27.7%. The decrease in
expense was due to lower SG&A costs at the Corporate level ($650 thousand) as a
result of lower compensation costs, professional fees and interest expense.

Interest income and expense for the first quarter of 2005 were comparable to the
same period last year. Higher borrowings under the Canadian line of credit were
offset by lower borrowings at the Corporate level.

Other income includes a gain of $2.3 million recognized on the sale of a
warehouse. The impact of this sale on the Company's net income after taxes and
non-controlling interest is $887 thousand, or $0.26 per share.
<PAGE>

Mr. Rufus Decker
Securities and Exchange Commission
May 16, 2005
Page 4

The effective tax rate was 40% in the first quarter of 2005 compared to 35% in
the first quarter of 2004. During the first quarter of 2004, the Canadian
division recorded a higher loss and a higher tax benefit (effective rate of
36%). For the first quarter of 2005, the Canadian division lowered its effective
rate to 30% because its overall effective rate for all of 2004 was 30%.

The income from continuing operations in the first quarter of 2005 was $1.0
million compared to a loss from continuing operations of $1.4 million in the
corresponding prior year period. Excluding the net impact of the sale of the
warehouse, the income from continuing operations for the first quarter of 2005
was approximately $100 thousand. The change from the same period in the prior
year is due to the increase in gross profit coupled with the decrease in SG&A
expenses.

Congoleum

                                            Three Months Ended March 31
                                             2005                2004
                                           --------             -------
                                             (In thousands of dollars)

Net sales                                  $ 57,630             $52,000
Cost of sales                                43,969              38,449
                                           --------             -------
Gross profit                                 13,661   23.7%      13,551    26.1%
Selling, general & administrative
  expenses                                   11,733   20.4%      11,985    23.0%
                                           --------             -------
Operating income                              1,928               1,566
Interest expense, net                        (2,500)             (2,245)
Other income, net                               220                 244
                                           --------             -------
Loss before taxes                              (352)               (435)
Provision for income taxes                       --                  --
                                           --------             -------

Net loss                                   $   (352)              $(435)
                                           ========             =======

Net sales for the three months ended March 31, 2005 were $57.6 million as
compared to $52.0 million for the three months ended March 31, 2004, an increase
of $5.6 million or 10.8%. The increase resulted primarily from the impact of
selling price increases instituted in the second half of 2004 and during the
first quarter of 2005 (7%), higher sales of residential products (up 8.9%), and
higher sales in the manufactured housing category (up 8.0%), partially offset by
lower sales of do-it-yourself tile to mass merchandisers (down 48%).

Gross profit for the three months ended March 31, 2005 totaled $13.7 million, or
23.7% of net sales, compared to $13.6 million, or 26.1% of net sales, for the
same period last year. The major factor leading to the deterioration in gross
margin percent was the sharp rise in raw material costs experienced during the
fourth quarter of 2004 and ongoing into the first quarter of 2005, which reduced
margins by 9.1 percentage points of net sales. This was partially mitigated by
the 7.0 percentage point increase in selling prices, as well as improved plant
efficiencies and cost reduction programs which benefited gross margins by an
additional 0.3 percentage points.
<PAGE>

Mr. Rufus Decker
Securities and Exchange Commission
May 16, 2005
Page 5

Selling, general and administrative expenses were $11.7 million for the three
months ended March 31, 2005 as compared to $12.0 million for the three months
ended March 31, 2004, a decrease of $0.3 million. The reduction in expenses
reflects a reduction of $0.4 million in merchandising and sales support related
costs partially offset by an increase of $0.1 million in research and
development costs related to new product initiatives. As a percent of net sales,
selling, general and administrative costs were 20.4% for the three months ended
March 31, 2005 compared to 23.0% for the same period last year.

Income from operations was $1.9 million for the quarter ended March 31, 2005
compared to income of $1.6 million for the quarter ended March 31, 2004. The
improvement in operating income was a result of the higher sales and related
gross margin dollars coupled with lower selling, general and administrative
expenses.
                       ___________________________________

The Company supplementally advises the Staff that the reasons the Canadian
division experienced operating losses in 2004 and 2003 were due to reduced
demand for flooring used in the electronics industry, reduced sales of urethane,
and increased foreign competition in both flooring and industrial products,
which has eroded margins. The Canadian division's operating loss in the first
quarter of 2005 was $CDN 15 thousand versus $CDN 267 in the first quarter of
2004, and the Company expects that the Canadian division will be able to achieve
an operating profit in 2005.

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.

Below is an excerpt from the disclosure that was included under "Liquidity and
Capital Resources - ABI and Non-Debtor Subsidiaries" beginning on page 33 of the
Quarterly Report. This disclosure is intended to address the above comment.

                       ___________________________________
<PAGE>

Mr. Rufus Decker
Securities and Exchange Commission
May 16, 2005
Page 6

Both the Credit Facility and the Note Agreement contain certain covenants that
the Company must satisfy. The covenants included in the Credit Facility and the
Note Agreement include certain financial tests, restrictions on the ability of
the Company to incur additional indebtedness or to grant liens on its assets and
restrictions on the ability of the Company to pay dividends on its capital
stock. The financial tests are required to be calculated based on the Company
accounting for its majority-owned subsidiary Congoleum Corporation on the equity
method and include a maximum ratio of total liabilities to tangible net worth, a
minimum ratio of earnings before interest, taxes, depreciation and amortization
("EBITDA") less certain cash payments for taxes, debt service, and dividends to
interest expense, a minimum level of tangible net worth, a minimum ratio of
current assets to current liabilities, a requirement that there be no
consecutive quarterly losses from continuing operations, and a maximum level of
capital spending.

Pursuant to the Credit Facility and the Note A