Abstract: A cushioned flooring system that utilizes a flexible membrane over closed cell foam. The flexible membrane may be vinyl or linoleum, over a closed cell foam substrate to provide cushioning and shock absorption. This system would be utilized in kitchens, bathrooms and any other areas where vinyl or linoleum are typically used. The closed cell foam can range in thickness from 3/8? to 1½? and will be permanently bonded to the flexible membrane. Dependent on the foam thickness, this system will provide cushioning if a slip and fall occurs and will relieve the fatigue associated with working and standing extensively on a hard flooring surface. The installed system can form a wall to wall covering, or it can be used as a mat to localize the area of protection and/or comfort. The bottom side of the closed cell foam is adapted to be bonded to the floor and/or wall in the wall to wall configuration and left bare when used as a mat. The mats are designed in several configurations.