Exhibit (a)(4)


                     [CONGOLEUM CORPORATION LETTERHEAD]






December 4, 2001


[Title][FirstName][LastName]
[Address1]
[City][State][PostalCode]

Dear [name1]:

I am writing to tell you about an opportunity you have to exchange your
Congoleum stock options for new options with a revised exercise price. The
purpose of our stock option program is to provide an incentive and reward
for your contribution to the Company's success. We have reviewed the
current stock price and difficult market conditions and concluded that
providing this opportunity should make the program more effective.
Accordingly, we are offering to exchange your existing options for new ones
with a renewed exercise price. Some of the more significant terms of this
offer are summarized as follows:

     o   We expect that the new options will be granted on or about July 8,
         2002 and will have an exercise price equal to the last reported
         sales price on the last trading day of our common stock before we
         grant the new options. We will also be amending the option plan to
         postpone granting options that would have otherwise been granted
         to you on July 1, 2002 until after July 8, 2002.

     o   Your new options will be exercisable for the same number of shares
         of our common stock as the options you surrender

     o   The vesting schedule of your new options will start fresh, with
         the new options vesting six months after the new grant date

     o   If you elect to participate, you must exchange all your options

     o   You must remain a director of Congoleum through the date the
         new options are issued

     o   We have spelled out all the details in the enclosed Offer to Exchange

         The offer is being made under the terms and subject to the
         conditions of an Offer to Exchange and a related Letter of
         Transmittal, each of which is enclosed with this letter. You
         should carefully read the entire Offer to Exchange, Letter of
         Transmittal and other documents enclosed with this letter before
         you decide whether to tender your options. A tender of options
         involves risks, which are discussed in the Offer to Exchange.

There is no way to predict what the price of our common stock will be
during the next six months or thereafter. The market price of our common
stock on the date of grant of any new options issued to you may be higher
than the current exercise price of your options. It is also possible that
you will no longer be a director of Congoleum at the anticipated time of
grant of the new options. Moreover, once we have accepted options tendered
by you, you will no longer have any rights under those options. For these
reasons, you should make a decision to tender only after careful,
considered thought.

Please note that this offer is only being made to eligible current
employees and directors of Congoleum Corporation and our affiliates that
currently hold outstanding options to purchase our common stock.

Participation in the offer is completely voluntary. We make no
recommendation as to whether you should tender or refrain from tendering
your options in the offer. You must make your own decision whether to
tender your options.

To tender your options, please complete and return the Letter of
Transmittal and any other documents specified in that letter by no later
than 12:00 midnight, Eastern Time, on January 3, 2002 (unless we extend
this expiration date, in which case, by that extended expiration date). If
you do not return that letter and those documents by that date, you will
not be able to participate in the option exchange, and any options you
currently hold will retain their current terms, including exercise price.

If you have any questions about the offer, please contact Skip Feist, Chief
Financial Officer, at (609) 584-3586 or Sid Nayar, Senior Vice
President-Finance at (609) 584-3587.

Very truly yours,



Roger S. Marcus

RSM/mfv
Enclosures