FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MARCUS ROGER S   2. Issuer Name and Ticker or Trading Symbol AMERICAN BILTRITE INC [ABL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O AMERICAN BILTRITE INC., 57 RIVER ST STE 302 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2011 (Street) WELLESLEY HILLS, MA 02481 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/01/2011   M   30,000 A $ 6.5 680,520 D   Common Stock 06/01/2011   F   24,515 (1) D $ 8.92 656,005 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.5

06/01/2011

M

30,000

03/17/2009(1)(2)

03/16/2018

Common

30,000

$ 8.92

20,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MARCUS ROGER S C/O AMERICAN BILTRITE INC. 57 RIVER ST STE 302 WELLESLEY HILLS, MA 02481	X	X	Chief Executive Officer

Signatures

Henry W. Winkleman Attorney-in-Fact for Roger S. Marcus		06/02/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects 21,861 shares withheld by issuer at the market price of $8.92 to fund the cashless exercise of 30,000 options. Reflects 2,654 shares withheld by issuer at the market price of $8.92 to fund employee's payroll taxes due on the cashless exercise of non-qualified stock options.
(2)	The options were granted on March 17, 2008 pursuant to American Biltrite Inc.'s 1993 Stock Award and Incentive Plan, as amended for a period of 10 years expiring on March 16, 2018. The options become exercisable in installments of 10,000 options per year for 5 years beginning on March 17, 2009. As of June 1, 2011, there were 30,000 options exercisable.

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