BY-LAWS



                                       OF



                             AMERICAN BILTRITE INC.

                               (the "Corporation")



                                   ARTICLE I



                          Certificate of Incorporation



               The name, location of principal office and purposes of the

Corporation shall be as set forth in its latest restated certificate of

incorporation. These By-laws, the powers of the Corporation and of its directors

and stockholders, and all matters concerning the conduct and regulation of the

business of the Corporation shall be subject to such provisions in regard

thereto, if any, as are set forth in said latest restated certificate of

incorporation. The latest restated certificate of incorporation is hereby made a

part of these By-laws.



               All references in these By-laws to the "certificate of

incorporation" shall be construed to mean the latest restated certificate of

incorporation of the Corporation as from time to time amended and as defined in

Section 102 of the General Corporation Law of the State of Delaware (the "GCL")

or acts in amendment thereof, supplemental thereto or in substitution therefor.



                                   ARTICLE II



                                 Annual Meeting



               The annual meeting of stockholders of the Corporation for the

election of directors and the transaction of such other business as may properly

come before the meeting shall be held on such date and at such time as shall be

determined by the Board of Directors each year, which date and time may

subsequently be changed at any time, including the year any such determination

occurs.





                                  ARTICLE III



                        Special Meetings of Stockholders



               A special meeting of the stockholders may be called at any time

by the Chairman of the Board, the Vice Chairman of the Board, the President, or

by the Board of Directors or by a majority of the directors then in office. A

special meeting of the stockholders shall be called by the Secretary, or in the

case of death, absence, incapacity or refusal of the Secretary, by some other

officer, upon written application of one or more stockholders who are entitled

to vote and who hold at least 10% in interest of the capital stock entitled to

vote at such meeting. Such call shall state the time, place and purposes of the

meeting.



                                   ARTICLE IV



                Place, Time and Notice of Stockholders' Meetings



               Annual meetings of the stockholders, and any special meeting of

the stockholders held in place of any such annual meeting, shall be held at such

place and at such time as the Board of Directors may from year to year

determine. Any other special meeting of stockholders shall be held at such time

and at such place within or without the State of Delaware as is stated in the

call. Any adjourned session of any annual or special meeting of the stockholders

shall be held at such place as is designated in the vote of adjournment.



               A written notice of each meeting of stockholders, stating the

place and hour thereof and the purposes for which the meeting is called, shall

be given, at least 10 days before the meeting, to each stockholder entitled to

vote thereat and to each stockholder who under the certificate of incorporation

is entitled to such notice, by leaving such notice with him or at his residence

or usual place of business or by mailing it, postage prepaid, addressed to such

stockholder at his address as it appears upon the books of the Corporation. Such

notice shall be given by the Secretary, or in case of the death, absence,

incapacity or refusal of the Secretary, by some other officer or by a person

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