SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20579

                                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):  May 4, 1995

                           AMERICAN BILTRITE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

      Delaware                   1-4773                   04-1701350
     (STATE OR OTHER          (COMMISSION          (IRS EMPLOYER
     JURISDICTION OF          FILE NUMBER)        IDENTIFICATION NO.)
     INCORPORATION)

           57 River Street, Wellesley Hills, MA               02181
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

     Registrant's telephone number, including area code: (617) 237-6655

                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

     Item 2.   Acquisition or Disposition of Assets.

               On May 4, 1995, American Biltrite Inc., a Delaware
     corporation (the "Company"), indirectly acquired an aggregate
     56.5% interest in K&M Associates L.P., a Rhode Island limited
     partnership ("K&M"), in which the Company indirectly has held a
     limited partnership interest since 1983.  K&M is a business
     engaged in the sale, distribution and servicing of costume
     jewelry and other related accessories.  The acquisition was
     accomplished through its wholly owned subsidiary Ocean State
     Jewelry, Inc., a Rhode Island corporation and a limited partner
     of K&M ("Ocean State"), and as a result of a forward subsidiary
     merger, whereby AIMPAR, Inc., a New York corporation and general
     partner of K&M ("AIMPAR"), was merged with and into Jewelco
     Acquisition Co., Inc., a New York corporation and a wholly owned
     subsidiary of the Company ("Jewelco").  Prior to May 4, 1995, the
     Company indirectly held an 8% limited partnership interest in K&M
     through Ocean State.

               Pursuant to a Purchase Agreement dated as of March 31,
     1995 (the "Purchase Agreement") by and among Ocean State and
     certain limited partners of K&M including Donald J. Fulford,
     Patti Ann Ross, Bruce S. Maier, Nancy E. Maier, Richard C. Maier,
     Susan Maier, Anne F. Cowett, Frederick D. Cowett, Margaret F.
     Cowett and Edythe J. Wagner, Inc. (the "Purchase Agreement
     Sellers"), Ocean State purchased an aggregate 49.5% limited
     partnership interest in K&M from the Purchase Agreement Sellers
     for an aggregate amount of $10,962,113, of which $5,238,507 was
     paid in cash and $5,723,606 was paid in the form of promissory
     notes issued by the Company and due January 1, 1996 or January 1,
     1999.  Pursuant to the Agreement and Plan of Merger dated as of
     April 1, 1995 by and among the Company, Jewelco, AIMPAR, Arthur
     I. Maier, Bruce Maier and Edythe J. Wagner, the Company
     indirectly acquired the 7% sole general partnership interest in
     K&M held by AIMPAR for $705,927, which was paid in cash and the
     issuance of 32,178 shares of the Company's common stock.

               The Company, through Ocean State, may acquire up to an
     additional 29.5% limited partnership interest in K&M pursuant to
     an Option Agreement dated as of April 1, 1995 by and among Ocean
     State and certain limited partners of K&M including Arthur I.
     Maier Limited, Susan Maier, ARTWIL Associates, John Caito, Donald
     J. Fulford, Patti Ann Ross and Edythe J. Wagner, Inc., which
     becomes exercisable in increments over a 45-month period.  In
     addition, pursuant to an Agreement and Plan of Merger dated as of
     May 3, 1995 by and among the Company, Zirconia Acquisition Co.,
     Inc., a New York corporation and a wholly owned subsidiary of the
     Company ("Zirconia"), Wilbur A. Cowett Incorporated, a New York
     corporation and a limited partner in K&M ("WACI"), and Wilbur A.
     Cowett, the sole stockholder of WACI, the Company indirectly will
     acquire a 5% limited partnership interest in K&M as a result of a
     forward subsidiary merger whereby WACI will be merged with and
     into Zirconia on or about August 31, 1995.

               The sources of funds for the transactions described
     herein include funds borrowed under existing lines of credit from
     each of The First National Bank of Boston, Bank Hapoalim and
     Fleet Bank.

     Item 7.   Financial Statements, Pro Forma Financial Information
               and Exhibits.

               (a)  Financial Statements of Business Acquired.  At the
                    time of the filing of this Form 8-K, it is
                    impracticable for the Company to provide the
                    financial statements required by Rule 3-05(b) of
                    Regulation S-X with respect to the acquisition of
                    K&M.  Such required financial information will be
                    filed by amendment under cover of Form 8-K/A not
                    later than July 18, 1995, in accordance with Item
                    7, paragraph (a)(4) of Form 8-K.

               (b)  Pro Forma Financial Information.  At the time of
                    the filing of this Form 8-K, it is impracticable
                    for the Company to provide the pro forma financial
                    information required by Rule 11-d(c) of Regulation
                    S-X with respect to the acquisition of K&M.  Such
                    required financial information will be filed by
                    amendment under cover of Form 8-K/A not later than
                    July 18, 1995, in accordance with Item 7,
                    Paragraph (b)(2) of Form 8-K.

               (c)  Exhibits.

                    2.1  Purchase Agreement dated as of March 31, 1995
                         by and among Ocean State and certain limited
                         partners of K&M (filed herewith).

                    2.2  Agreement and Plan of Merger dated as of
                         April 1, 1995 by and among the Company,
                         Jewelco Acquisition Co., Inc., AIMPAR, Inc.,
                         Arthur I. Maier, Bruce Maier and Edythe J.
                         Wagner (filed herewith).

                    2.3  Option Agreement dated as of April 1, 1995 by
                         and among Ocean State and certain limited
                         partners of K&M (filed herewith).

                    2.4  Agreement and Plan of Merger dated as of
                         May 3, 1995 by and among the Company,
                         Zirconia Acquisition Co., Inc., Wilbur A.
                         Cowett Incorporated and Wilbur A. Cowett
                         (filed herewith).


                                 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 thereunto duly
     authorized.

                                         AMERICAN BILTRITE INC.
                                         (Registrant)

                                         By: /s/ Gilbert K. Gailius
                                            ________________________
                                             Gilbert K. Gailius
                                             Vice President, Finance,
                                               Chief Financial Officer
                                               and Director
                                               (principal financial
                                               and accounting officer)

     May 17, 1995
       (Date)
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7887}]
{"company-data": {"conformed-name": "AMERICAN BILTRITE INC", "cik": "0000004611", "assigned-sic": "3089", "irs-number": "041701350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04773", "film-number": "95540511"}, "business-address": {"street1": "57 RIVER STREET", "city": "WELLESLEY HILLS", "state": "MA", "zip": "02181", "phone": "6172376655"}, "mail-address": {"street1": "57 RIVER STREET", "city": "WELLESLEY HILLS", "state": "MA", "zip": "02181"}, "former-company": {"former-conformed-name": "AMERICAN BILTRITE RUBBER CO INC", "date-changed": "19730621"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20579

                                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):  May 4, 1995

                           AMERICAN BILTRITE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

      Delaware                   1-4773                   04-1701350
     (STATE OR OTHER          (COMMISSION          (IRS EMPLOYER
     JURISDICTION OF          FILE NUMBER)        IDENTIFICATION NO.)
     INCORPORATION)

           57 River Street, Wellesley Hills, MA               02181
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

     Registrant's telephone number, including area code: (617) 237-6655

                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

     Item 2.   Acquisition or Disposition of Assets.

               On May 4, 1995, American Biltrite Inc., a Delaware
     corporation (the "Company"), indirectly acquired an aggregate
     56.5% interest in K&M Associates L.P., a Rhode Island limited
     partnership ("K&M"), in which the Company indirectly has held a
     limited partnership interest since 1983.  K&M is a business
     engaged in the sale, distribution and servicing of costume
     jewelry and other related accessories.  The acquisition was
     accomplished through its wholly owned subsidiary Ocean State
     Jewelry, Inc., a Rhode Island corporation and a limited partner
     of K&M ("Ocean State"), and as a result of a forward subsidiary
     merger, whereby AIMPAR, Inc., a New York corporation and general
     partner of K&M ("AIMPAR"), was merged with and into Jewelco
     Acquisition Co., Inc., a New York corporation and a wholly owned
     subsidiary of the Company ("Jewelco").  Prior to May 4, 1995, the
     Company indirectly held an 8% limited partnership interest in K&M
     through Ocean State.

               Pursuant to a Purchase Agreement dated as of March 31,
     1995 (the "Purchase Agreement") by and among Ocean State and
     certain limited partners of K&M including Donald J. Fulford,
     Patti Ann Ross, Bruce S. Maier, Nancy E. Maier, Richard C. Maier,
     Susan Maier, Anne F. Cowett, Frederick D. Cowett, Margaret F.
     Cowett and Edythe J. Wagner, Inc. (the "Purchase Agreement
     Sellers"), Ocean State purchased an aggregate 49.5% limited
     partnership interest in K&M from the Purchase Agreement Sellers
     for an aggregate amount of $10,962,113, of which $5,238,507 was
     paid in cash and $5,723,606 was paid in the form of promissory
     notes issued by the Company and due January 1, 1996 or January 1,
     1999.  Pursuant to the Agreement and Plan of Merger dated as of
     April 1, 1995 by and among the Company, Jewelco, AIMPAR, Arthur
     I. Maier, Bruce Maier and Edythe J. Wagner, the Company
     indirectly acquired the 7% sole general partnership interest in
     K&M held by AIMPAR for $705,927, which was paid in cash and the
     issuance of 32,178 shares of the Company's common stock.

               The Company, through Ocean State, may acquire up to an
     additional 29.5% limited partnership interest in K&M pursuant to
     an Option Agreement dated as of April 1, 1995 by and among Ocean
     State and certain limited partners of K&M including Arthur I.
     Maier Limited, Susan Maier, ARTWIL Associates, John Caito, Donald
     J. Fulford, Patti Ann Ross and Edythe J. Wagner, Inc., which
     becomes exercisable in increments over a 45-month period.  In
     addition, pursuant to an Agreement and Plan of Merger dated as of
     May 3, 1995 by and among the Company, Zirconia Acquisition Co.,
     Inc., a New York corporation and a wholly owned subsidiary of the
     Company ("Zirconia"), Wilbur A. Cowett Incorporated, a New York
     corporation and a limited partner in K&M ("WACI"), and Wilbur A.
     Cowett, the sole stockholder of WACI, the Company indirectly will
     acquire a 5% limited partnership interest in K&M as a result of a
     forward subsidiary merger whereby WACI will be merged with and
     into Zirconia on or about August 31, 1995.

               The sources of funds for the transactions described
     herein include funds borrowed under existing lines of credit from
     each of The First National Bank of Boston, Bank Hapoalim and
     Fleet Bank.

     Item 7.   Financial Statements, Pro Forma Financial Information
               and Exhibits.

               (a)  Financial Statements of Business Acquired.  At the
                    time of the filing of this Form 8-K, it is
                    impracticable for the Company to provide the
                    financial statements required by Rule 3-05(b) of
                    Regulation S-X with respect to the acquisition of
                    K&M.  Such required financial information will be
                    filed by amendment under cover of Form 8-K/A not
                    later than July 18, 1995, in accordance with Item
                    7, paragraph (a)(4) of Form 8-K.

               (b)  Pro Forma Financial Information.  At the time of
                    the filing of this Form 8-K, it is impracticable
                    for the Company to provide the pro forma financial
                    information required by Rule 11-d(c) of Regulation
                    S-X with respect to the acquisition of K&M.  Such
                    required financial information will be filed by
                    amendment under cover of Form 8-K/A not later than
                    July 18, 1995, in accordance with Item 7,
                    Paragraph (b)(2) of Form 8-K.

               (c)  Exhibits.

                    2.1  Purchase Agreement dated as of March 31, 1995
                         by and among Ocean State and certain limited
                         partners of K&M (filed herewith).

                    2.2  Agreement and Plan of Merger dated as of
                         April 1, 1995 by and among the Company,
                         Jewelco Acquisition Co., Inc., AIMPAR, Inc.,
                         Arthur I. Maier, Bruce Maier and Edythe J.
                         Wagner (filed herewith).

                    2.3  Option Agreement dated as of April 1, 1995 by
                         and among Ocean State and certain limited
                         partners of K&M (filed herewith).

                    2.4  Agreement and Plan of Merger dated as of
                         May 3, 1995 by and among the Company,
                         Zirconia Acquisition Co., Inc., Wilbur A.
                         Cowett Incorporated and Wilbur A. Cowett
                         (filed herewith).

                                 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 thereunto duly
     authorized.

                                         AMERICAN BILTRITE INC.
                                         (Registrant)

                                         By: /s/ Gilbert K. Gailius
                                            ________________________
                                             Gilbert K. Gailius
                                             Vice President, Finance,
                                               Chief Financial Officer
                                               and Director
                                               (principal financial
                                               and accounting officer)

     May 17, 1995
       (Date)