SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM 10-Q


               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934



                  For Quarter Ended: August 31, 2001
                  Commission  File  Number     1-5197


                        Plymouth Rubber Company, Inc.
         (Exact name of registrant as specified in its charter)


             Massachusetts                    04-1733970
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
     incorporation or organization)


         104 Revere Street, Massachusetts               02021
      (Address of principal executive offices)        (Zip Code)



                          (781) 828-0220
           Registrant's telephone number, including area code



                             Not Applicable
  (Former name, former address, and former fiscal year, if changed
                          since last report)


Indicate by checkmark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the receding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes  X   No  _____

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.

Class A common stock, par value $1 -   810,586
Class B common stock, par value $1 - 1,226,304












                        PLYMOUTH RUBBER COMPANY, INC.




PART  I.  FINANCIAL INFORMATION

   Item 1.  Condensed Financial Statements:                        Page No.

    Condensed Consolidated Statement of Operations
        and Retained Earnings (Deficit). . . . . . . . . . . . .        2

    Condensed Consolidated Statement of Comprehensive
            Income (Loss). . . . . . . . . . . . . . . . . . . .        3

    Condensed Consolidated Balance Sheet . . . . . . . . . . . .        4

    Condensed Consolidated Statement of Cash Flows . . . . . . .        5

    Notes to Condensed Consolidated Financial Statements . . . .       6-13

   Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations. . . . . .      14-18



PART II.  OTHER INFORMATION                                             19


























                                       1

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                        PLYMOUTH RUBBER COMPANY, INC.
             CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       AND RETAINED EARNINGS (DEFICIT)

          (In Thousands except Share and Per Share Amounts)
                              (Unaudited)




                                  Third Quarter Ended      Nine Months Ended
                                   Aug. 31    Sept.1      Aug. 31      Sept.1
                                    2001      2000         2001        2000
                                  --------    --------    --------    --------

Net Sales . . . . . . . . . . .  $  16,074   $  18,504   $  49,399   $  56,581
                                  --------    --------    --------    --------
Costs and Expenses:
 Cost of products sold. . . . .     13,410      15,191      41,469      45,000
 Selling, general and
   administrative . . . . . . .      3,046       3,444       9,340      10,519
                                  --------    --------    --------    --------
                                    16,456      18,635      50,809      55,519
                                  --------    --------    --------    --------
Operating income (loss) . . . .       (382)       (131)     (1,410)      1,062
Interest expense. . . . . . . .       (591)       (615)     (1,750)     (1,718)
Other income (expense). . . . .         93          (9)        140          (3)
                                  --------    --------    --------    --------
Income (loss) before taxes. . .       (880)       (755)     (3,020)       (659)

Benefit (provision) for
   income taxes . . . . . . . .         38         302          --         264
                                  --------    --------    --------    --------
Net income (loss) . . . . . . .       (842)       (453)     (3,020)       (395)

Retained earnings (deficit)
  at beginning of period. . . .     (3,489)      2,736      (1,311)      2,678
                                  --------    --------    --------    --------
Retained earnings(deficit)
  at end of period. . . . . . .  $  (4,331)  $   2,283   $  (4,331)  $   2,283
                                  ========    ========    ========    ========

Per Share Data:

Basic Earnings Per Share:

Net income (loss) . . . . . . .  $   (0.41)  $   (0.22)  $   (1.48)  $   (0.19)
                                  ========    ========    ========    ========
Weighted average number of
  shares outstanding. . . . . .  2,036,890   2,036,889   2,036,890   2,043,012
                                 =========   =========   =========   =========

Diluted Earnings Per Share:

Net income (loss) . . . . . . .  $   (0.41)  $   (0.22)  $   (1.48)  $   (0.19)
                                  ========    ========    ========    ========
Weighted average number of
  shares outstanding. . . . . .  2,036,890   2,036,889   2,036,890   2,043,012
                                 =========   =========   =========   =========





     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       2
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.
            CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
                                INCOME (LOSS)

                              (In Thousands)
                                (Unaudited)


                                  Third Quarter Ended       Nine Months Ended
                                   Aug. 31     Sept.1      Aug. 31      Sept.1
                                    2001        2000        2001        2000
                                  --------    --------    --------    --------
Net income (loss) . . . . . . . $     (842)  $    (453)  $  (3,020)  $    (395)

Other comprehensive income,
   net of tax:
    Foreign currency
     translation adjustment . .         66         (42)         38        (101)
                                  --------    --------    --------    --------
    Other comprehensive income.         66         (42)         38        (101)
                                  --------    --------    --------    --------
Comprehensive income (loss) . . $     (776)  $    (495)  $  (2,982)  $    (496)
                                  ========    ========    ========    ========


























     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3

<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEET
                                (In Thousands)


                                              Aug. 31,       Dec. 1,
                                                2001          2000
                                             ---------      ---------
                                            (Unaudited)
Assets
Current Assets:
   Cash. . . . . . . . . . . . . . . . . . . $       2     $        4
   Accounts receivable . . . . . . . . . . .    12,186         10,009
   Allowance for doubtful accounts . . . . .      (351)          (331)

   Inventories:
     Raw materials . . . . . . . . . . . . .     3,892          4,671
      Work in process. . . . . . . . . . . .     1,296          1,627
      Finished goods . . . . . . . . . . . .     5,525          7,672
                                             ---------      ---------
                                                10,713         13,970
                                             ---------      ---------
   Prepaid expenses and other
       current assets. . . . . . . . . . . .       260            926
                                             ---------      ---------
     Total current assets. . . . . . . . . .    22,810         24,578
                                             ---------      ---------
Plant Assets:
   Plant assets. . . . . . . . . . . . . . .    48,726         47,970
   Less:  Accumulated depreciation . . . . .   (24,172)       (21,874)
                                             ---------      ---------
     Total plant assets, net                    24,554         26,096
                                             ---------      ---------

Other long-term assets . . . . . . . . . . .       786            787
                                             ---------      ---------
                                            $   48,150     $   51,461
                                             =========      =========
Liabilities and Stockholders' Equity
Current Liabilities:
   Short-term debt . . . . . . . . . . . . .$   14,475     $   12,238
   Accounts payable. . . . . . . . . . . . .     8,195          7,845
   Accrued expenses. . . . . . . . . . . . .     4,085          2,618
   Current portion of long-term
      obligations. . . . . . . . . . . . . .    10,200         13,234
                                             ---------      ---------
     Total current liabilities . . . . . . .    36,955         35,935
                                             ---------      ---------

Long-Term Liabilities:
   Borrowings. . . . . . . . . . . . . . . .     1,059          1,403
   Pension obligation. . . . . . . . . . . .     1,148          2,270
   Deferred tax liability. . . . . . . . . .       110            105
   Other . . . . . . . . . . . . . . . . . .     2,623          2,540
                                             ---------      ---------
     Total long-term liabilities . . . . . .     4,940          6,318
                                             ---------      ---------
Stockholders' Equity:
   Preferred stock . . . . . . . . . . . . .       --             --
   Class A voting common stock . . . . . . .       810            810
   Class B non-voting common stock . . . . .     1,281          1,281
   Paid in capital . . . . . . . . . . . . .     9,084          9,084
   Retained earnings (deficit) . . . . . . .    (4,331)        (1,311)
   Accumulated other comprehensive loss. . .      (253)          (291)
   Deferred compensation . . . . . . . . . .        (9)           (38)
                                             ---------      ---------
                                                 6,582          9,535
   Less: Treasury stock at cost. . . . . . .      (327)          (327)
                                             ---------      ---------
     Total stockholders' equity. . . . . . .     6,255          9,208
                                             ---------      ---------
                                            $   48,150     $   51,461
                                             =========      =========





     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>


                        PLYMOUTH RUBBER COMPANY, INC.
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                (In Thousands)
                                 (Unaudited)



                                               Nine Months Ended
                                             ------------------------
                                              Aug. 31,       Sept. 2
                                                2001           2000
                                             ---------      ---------
Cash flows relating to operating activities
   Net income (loss). . . . . . . . . . . . $   (3,020)    $     (395)
     Adjustments to reconcile net income
      (loss) to net cash provided by
       (used in) operating activities:
      Depreciation and amortization . . . .      2,275          2,154
      Amortization of deferred
        compensation. . . . . . . . . . . .         29             29
     Changes in assets and liabilities:
      Accounts receivable . . . . . . . . .     (2,075)          (113)
      Inventory . . . . . . . . . . . . . .      3,311            405
      Prepaid expenses. . . . . . . . . . .        662            226
      Other assets. . . . . . . . . . . . .        (22)            41
      Accounts payable. . . . . . . . . . .        304            366
      Accrued expenses. . . . . . . . . . .        298         (1,876)
      Pension obligation. . . . . . . . . .         70           (357)
      Other liabilities . . . . . . . . . .         81            (20)
                                             ---------      ---------
Net cash provided by operating activities .      1,913            460
                                             ---------      ---------
Cash flows relating to investing activities:
   Capital expenditures . . . . . . . . . .       (546)        (4,456)
                                             ---------      ---------
Net cash used in investing activities . . .       (546)        (4,456)
                                             ---------      ---------
Cash flows relating to financing activities:
   Net (decrease) increase in revolving
       line of credit . . . . . . . . . . .        543          2,530
   Proceeds from term debt. . . . . . . . .         --          4,095
   Payments on term debt. . . . . . . . . .     (1,509)        (2,157)
   Payments on capital leases . . . . . . .       (382)          (447)
   Treasury stock purchase. . . . . . . . .         --            (68)
   Proceeds from issuance of common stock .         --              2
                                             ---------      ---------
Net cash provided by (used in)
   financing activities:. . . . . . . . . .     (1,348)         3,955
                                             ---------      ---------
Effect of exchange rates on cash. . . . . .        (21)            43
                                             ---------      ---------
Net change in cash. . . . . . . . . . . . .         (2)             2
Cash at the beginning of the period . . . .          4             --
                                             ---------      ---------
Cash at the end of the period . . . . . . . $        2     $        2
                                             =========      =========

      Supplemental Disclosure of Cash Flow Information

Cash paid for interest. . . . . . . . . . . $    1,612     $    1,806
                                             =========      =========
Cash paid for income taxes. . . . . . . . . $       16     $      417
                                             =========      =========





     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5

<PAGE>

                       PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               (Unaudited)

(1) The Company, in its opinion, has included all adjustments
(consisting of normal recurring adjustments) necessary for
a fair presentation of the results for the interim periods.
The interim financial information is not necessarily
indicative of the results that will occur for the full
year.  The financial statements and notes thereto should be
read in conjunction with the financial statements and notes
for the years ended December 1, 2000, December 3, 1999, and
November 27, 1998, included in the Company's 2000 Annual
Report filed with the Securities and Exchange Commission on
Form 10-K.

(2)   The Company's term debt agreements contain various
covenants which specify that the Company meet certain
financial requirements, including minimum tangible net
worth, fixed charge coverage ratio and working capital and
maximum ratio of total liabilities to net worth.  In
addition, the revolving working capital credit facility and
the real estate term loan contain an acceleration provision
which can be triggered if the lender subjectively
determines that an event of default has occurred.

As of August 31, 2001, the Company was not in compliance
with the minimum working capital, fixed charge coverage
ratio and maximum ratio of total liabilities to net worth
covenants under its term debt agreements.  This
noncompliance constituted an event of default.  Due to a
cross default provision, the Company was also not in
compliance with a covenant under its revolving working
capital credit facility and real estate term loan.  These
events of default resulted in the working capital, real
estate term loan and term debt facilities being payable on
demand.  The Company has been in default of certain
covenants of its working capital, real estate loan and term
debt facilities as of each quarter-end since September 1,
2000.  As a result, $6,835,000 of the term debt facility
and $1,050,000 of the real estate term loan are classified
as current liabilities on the Company's Consolidated
Balance Sheet at August 31, 2001.  At December 1, 2000,
$7,760,000 of the term debt facility and $1,600,000 of the
real estate term loan were classified as current
liabilities.

The financial statements have been prepared on a going
concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The negative working capital position of
$14,145,000 at August 31, 2001, the demand status of the
Company's term debt and working capital facilities, and the
relatively small amount of borrowing capacity under the
working capital line of credit may indicate that the
Company will be unable to continue as a going concern for a
reasonable period of time.  The accompanying financial
statements do not include any adjustments related to the
recoverability and classification of liabilities that might
be necessary should the Company be unable to continue as a
going concern.

As discussed in the Company's Form 10-K filed for the year
ended December 1, 2000, and in the Company's Form 10-Q
filed for the first and second quarters of Fiscal 2001, the
Company developed and implemented cash conservation plans
in Fiscal 2001.  The Company negotiated modified loan
agreements with its primary term lender and a second term
lender to defer certain principal payments from January
2001 through April 2001, and to extend the remaining
amortization period by four months, allowing a reduced 2001
cash outflow of approximately $800,000 from deferred
principal payments with these two lenders; negotiated a
modified loan agreement with its primary working capital
lender to increase cash availability during the second and
part of the third quarter;  reduced inventory by $3,257,000
from the end of fiscal 2000;  and reduced capital
expenditures in the first nine months of 2001 to $546,000
from $4,456,000 during the first nine months of 2000.  The
Company also reduced costs significantly through a
significant reduction in the number of employees, temporary
reductions in pay for most salaried employees,



                                       6
<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             (Unaudited) (Continued)

reduced overtime and utility costs, elimination of
incentive compensation and other cost reductions.

On May 1, 2001, the Company amended its revolving working
capital credit facility and real estate term loan with the
lender.  Under the terms of the amendment, the lender
agrees to not immediately accelerate the payment of the
outstanding debt, and to allow the lender and the Company
to proceed under the terms of the agreement, as amended
therein, but does not waive the existing covenant non-
compliance.  In addition, the amendment modifies the
original term of the loan to end on May 31, 2001 and
includes an automatic month to month renewal after May 31,
2001, an increase in the interest rate to prime plus one
percent from prime, and the elimination of the LIBOR plus
two percent interest rate option.  The lender has renewed
this arrangement through the end of September 2001.

As of August 31, 2001, the Company had approximately
$600,000 of unused borrowing capacity under its $18 million
line of credit with its primary working capital lender,
after consideration of collateral limitations and the
letter of credit related to a guarantee of 80 million
pesetas (approximately $0.4 million) on a term loan
agreement with a Spanish bank syndicate.

The Company is currently negotiating with its term debt
lenders to defer certain principal payments and to
renegotiate its covenants, and with its revolving working
capital lender to increase cash availability and to defer
certain principal payments on the real estate term loan. No
agreements have yet been reached.  In August 2001, the
Company delayed $209,000 in principal payments on its term
debt facilities.

The Company does not expect to be in compliance with the
existing covenants of its term debt facilities and expects
that demand on its liquidity and credit resources will
continue to be significant for the next twelve months.

(3)   In accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (FAS109),
during the first nine months of 2001, the Company did not
record the tax benefit of the loss generated from its
domestic operations, because it could not be carried back
to recover taxes paid in previous years, and it is more
likely than not that it will not be offset by the reversal
of future taxable difference and may expire prior to
realizability.  The Company therefore recorded a tax
benefit of $38,000 and $0 for the third quarter and first
nine months of 2001, related to its Spanish subsidiary,
compared to a $302,000 and $264,000 tax benefit for its
domestic and foreign operations in the third quarter and
first nine months of 2000, respectively.

(4) Environmental

Claims under CERCLA

The Company has been named as a Potentially Responsible
Party ("PRP") by the United States Environmental Protection
Agency ("EPA") in two ongoing claims under the
Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA").  These CERCLA claims involve
attempts by the EPA to recover the costs associated with
the cleanup of two Superfund Sites in Southington,
Connecticut--the Solvent Recovery Service of New England
Superfund Site ("SRS Site") and the Old Southington
Landfill Superfund Site ("OSL Site").  SRS was an
independent and licensed solvent recycler/disposal company.
The EPA asserts that SRS, after receiving and processing
various hazardous substances from PRPs, shipped some
resultant sludges and wastewater from the SRS Site to the
OSL Site.

                                       7

<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           (Unaudited) (Continued)

The Company received a PRP notification regarding the SRS
Site in June, 1992.  The EPA originally attributed a 1.74%
share of the aggregate waste volume at the SRS Site to the
Company.  Remedial action is ongoing at the SRS Site, and
the Company is a participant in the performing PRP group.
Largely because of "orphaned" and non-participating
parties' shares, the Company most recently has been
contributing approximately 2.16% toward the performing PRP
group's ongoing expenses.  To date, approximately $15
million in response costs have been spent or committed at
this site.  Based upon the extensive investigations and
remedial actions conducted at the SRS Site to date, it is
presently estimated that the total future costs at the SRS
Site may range from approximately $18 million to $50
million.  In the accompanying consolidated financial
statements as of August 31, 2001, management has accrued
$461,000 as a reserve against the Company's potential
future liability in this matter, which is net of
approximately $265,000 in payments made to date by the
Company.

The Company received a PRP notification regarding the OSL
Site in January, 1994.  In addition to numerous "SRS
transshipper" PRPs (such as the Company), EPA has named a
number of other PRPs who allegedly shipped waste materials
directly to the OSL Site.  Based on EPA's asserted volume
of shipments to SRS, EPA originally attributed 4.89% of the
SRS transshipper PRPs' waste volume at the OSL Site to the
Company, which is a fraction of the undetermined total
waste volume at the OSL Site.  The remediation program at
the OSL Site has been divided into two phases, called
Operable Units ("OU").  OU#1 involves capping of the site
and OU#2 is groundwater remediation, if any.  A Record of
Decision ("ROD") was issued in September, 1994 for OU#1
and, in December, 1997, following mediation, the Company
contributed $140,180 in full settlement of OU#1 (toward a
total contribution by the SRS transshipper PRPs of
approximately $2.5 million).  The SRS transshipper PRPs'
payment of $2.5 million represented approximately 8% of the
OU#1 total settlement.  At present, neither the remedy for
OU#2 nor the allocation of the costs thereof among the PRPs
has been determined.  Whatever remedy ultimately is
selected, the SRS transshippers' allocable share of the
OU#2 expenses likely will be greater than the 8% paid for
OU#1.  It has been estimated that the total costs of OU#2
may range from $10 million to $50 million.  Management has
accrued $337,000 in the accompanying consolidated financial
statements as a reserve against the Company's potential
future liability in this matter, which is net of
approximately $168,000 in payments made to date by the
Company.

Based on all available information as well as its prior
experience, management believes that its accruals in these
two matters are reasonable.  However, in each case the
reserved amount is subject to adjustment for future
developments that may arise from one or more of the
following -- the long range nature of the case, legislative
changes, insurance coverage, the joint and several
liability provisions of CERCLA, the uncertainties
associated with the ultimate groundwater remedy selected,
and the Company's ability to successfully negotiate an
outcome similar to its previous experience in these
matters.












                                       8
 <PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            (Unaudited) (Continued)

Claims under Massachusetts General Laws, Chapter 21E

While in the process of eliminating the use of underground
storage tanks at the Company's facility in Canton,
Massachusetts, the Company arranged for the testing of the
areas adjacent to the tanks in question--a set of five
tanks in 1994 and a set of three tanks in 1997.  The tests
indicated that some localized contamination had occurred.
The Company duly reported these findings regarding each
location to the Massachusetts Department of Environmental
Protection ("DEP"), and the DEP has issued Notices of
Responsibility under Massachusetts General Laws Chapter 21E
to the Company for each location (RTN No. 3-11520 for the
set of five tanks and RTN Nos. 3-15347 and 3-19744 for the
set of three tanks). The Company has retained an
independent Licensed Site Professional ("LSP") to perform
assessment and remediation work at the two locations.  With
regard to the first matter (involving the set of five
tanks), the LSP has determined that the contamination
appears to be confined to a small area of soil and does not
pose an environmental risk to surrounding property or
community.  With regard to the second matter (involving the
set of three tanks), a limited amount of solvent has been
found in the soil and groundwater in the vicinity of the
tanks.  Costs incurred to date in connection with these two
locations have totaled approximately $538,000.  It
presently is estimated that the combined future costs to
complete the assessment and remediation actions will total
approximately $233,000, which has been accrued in the
accompanying financial statements.

In January 1997, the Company received a Chapter 21E Notice
of Responsibility from the DEP concerning two sites located
in Dartmouth, Massachusetts (RTN No. 4-0234) and Freetown,
Massachusetts (RTN No. 4-0086), respectively.  According to
the DEP, drums containing oil and/or hazardous materials
were discovered at the two sites in 1979, which led to some
cleanup actions by the DEP.  The DEP contends that an
independent disposal firm, allegedly hired by the Company
and other PRPs, H & M Drum Company, was responsible for
disposing of the drums at the two sites.  To date, the DEP
has issued Notices of Responsibility to approximately 100
PRPs.  A group of PRPs, including the Company, has retained
an LSP to conduct subsurface investigations at both sites.
The LSP has completed Limited Subsurface Investigations at
both sites.  At the Freetown site, no reportable
contamination was found either in soil or groundwater, and
the LSP has recommended that the DEP close the site out.
At the Dartmouth site, no reportable contamination was
found in soil, while reportable, but lower than historical
levels of contaminants were found in groundwater.  The
LSP's investigation at the Dartmouth site further indicates
that there may be an upgradient off-site source of
contaminants (which Plymouth would not be responsible for)
that is impacting the site, and recommends further
investigation into that possibility.  While the Limited
Subsurface Investigations at these sites did not produce
negative findings, until additional data is gathered, it is
not possible to reasonably estimate  the costs of any
further investigation or cleanup that may be required at
either or both sites, or the Company's potential share of
liability or responsibility therefor.  Accordingly, no
amount has been accrued in the accompanying financial
statements with respect to these two sites.











                                       9
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          (Unaudited) (Continued)

In April 2000, the Company received a Chapter 21E Notice of
Responsibility from the DEP concerning an oil release in
the portion of the East Branch of the Neponset River that
flows through the Company's property in Canton,
Massachusetts (RTN No. 3-19407).  The Company had duly
reported the presence of oil in the river to the
appropriate government agencies.  The Company commenced
cleanup and investigatory actions as soon as it became
aware of the presence of the oil, and immediately retained
both an LSP to oversee response actions in this matter and
also an environmental services firm to perform cleanup and
containment services.  At the present time, neither the
source nor the cause of the release has been positively
determined.  Costs incurred to date have totaled
approximately $268,000.  It is estimated that the future
costs in this matter will total approximately $64,000,
which has been accrued in the accompanying financial
statements.



(5)   The following table reflects the factors used in computing
earnings per share and the effect on income (loss) and the
weighted average number of shares of potentially dilutive
securities.

                             Third Quarter Ended  August 31, 2001
                              Loss          Shares        Per Share
                           (Numerator)   (Denominator)      Amount
                            ---------     ---------       ---------
Basic EPS
  Loss available to
   common stockholders     $ (842,000)    2,036,890       $   (0.41)
                                                           ========
  Effect of Dilutive
   Security (A)
   Options                       --            --
                            ---------     ---------
Diluted EPS
  Loss available to
   common stockholders
   and assumed conversions $ (842,000)    2,036,890       $   (0.41)
                            =========     =========        =========

                            Third Quarter Ended  September 1, 2000
                              Loss          Shares        Per Share
                           (Numerator)  (Denominator)       Amount
                            ---------     ---------       ---------
Basic EPS
  Loss available to
   common stockholders     $ (453,000)    2,036,889       $   (0.22)
                                                           ========
  Effect of Dilutive
   Security (A)
   Options                         --           --
                            ---------     ---------
Diluted EPS
  Loss available to
   common stockholders
   and assumed conversions $ (453,000)    2,036,889       $   (0.22)
                            =========     =========        =========



                                       10
<PAGE>

                         PLYMOUTH RUBBER COMPANY, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           (Unaudited) (Continued)

(A) Options for 329,739 and 337,830 shares of common
stock were outstanding at August 31, 2001 and September
1, 2000, respectively, but were not included in
computing diluted earnings per share in each of the
respective periods because their exercise prices were
greater than the average market price of the Company's
common stock for the period and their effects were anti-
dilutive.  In addition, options for 150,500 and 57,976
shares of common stock were outstanding at August 31,
2001 and September 1, 2000,respectively, but were not
included in computing diluted earnings per share because
of the loss.


                                Nine Months Ended  August 31, 2001
                              Loss          Shares        Per Share
                           (Numerator)   (Denominator)      Amount
                            ---------     ---------       ---------
Basic EPS
  Loss available to
   common stockholders     $(3,020,000)   2,036,890       $   (1.48)
                                                           ========
  Effect of Dilutive
   Security (B)
   Options                          --           --
                             ---------     --------
Diluted EPS
  Loss available to
   common stockholders
   and assumed conversions $(3,020,000)   2,036,890       $   (1.48)
                            ==========    =========        ========

                             Nine Months Ended  September 1, 2000
                              Loss          Shares        Per Share
                           (Numerator)   (Denominator)      Amount
                            ---------     ---------       ---------
Basic EPS
  Loss available to
   common stockholders     $  (395,000)   2,043,012       $   (0.19)
                                                           ========
 Effect of Dilutive
  Security (B)
  Options                           --           --
                             ---------     --------
Diluted EPS
  Loss available to
   common stockholders
   and assumed conversions $  (395,000)   2,043,012       $   (0.19)
                             =========    =========        ========


(B) Options for 397,727 and 261,030 shares of common
stock were outstanding at August 31, 2001 and September
1, 2000, respectively, but were not included in
computing diluted earnings per share in each of the
respective periods because their exercise prices were
greater than the average market price of the Company's
common stock for the period and their effects were anti-
dilutive.  In addition, options for 84,889 and 92,971
shares of common stock were outstanding at August 31,
2001 and September 1, 2000,respectively, but were not
included in computing diluted earnings per share because
of the loss.




                                       11
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           (Unaudited) (Continued)

(6)   Plymouth Rubber Company, Inc. and its subsidiaries
primarily operate through the following two business
segments: Plymouth Tapes and Brite-Line Technologies.
Management has determined these to be the Company's
business segments based upon its process of reviewing and
assessing Company performance and allocating resources.
Plymouth Tapes manufactures plastic and rubber products,
including automotive, electrical, and industrial tapes.
Brite-Line Technologies manufactures and supplies rubber
and plastic highway marking and safety products.

Management evaluates the performance of its segments and
allocates resources to them primarily based upon sales and
operating income.  Intersegment sales are at cost and are
eliminated in consolidation.  In addition, certain of the
selling, general and administrative expenses recorded in
Plymouth Tapes could be considered as incurred for the
benefit of Brite-Line, but are currently not allocated to
that segment.  These expenses include certain management,
accounting, personnel and sales services, and a limited
amount of travel, insurance, directors fees and other
expenses.

The table below presents information related to Plymouth
Rubber's business segments for the three months and the
nine months ended August 31, 2001 and September 1, 2000.

                                    Third Quarter Ended    Nine Months Ended
                                      Aug 31,  Sept. 1,    Aug 31,   Sept. 1,
                                        2001     2000       2001      2000
                                      -------   -------    -------   -------
Segment sales to unaffiliated
 customers:
  Plymouth Tapes . . . . . . . . . . $ 13,472  $ 15,901   $ 42,307  $ 50,173
  Brite-Line Technologies. . . . . .    2,602     2,603      7,092     6,408
                                      -------   -------    -------   -------
  Consolidated net sales . . . . . . $ 16,074  $ 18,504   $ 49,399  $ 56,581
                                      =======   =======    =======   =======
Segment income (loss):
  Plymouth Tapes . . . . . . . . . . $   (843) $   (496)  $ (2,283) $    253
  Brite-Line Technologies. . . . . .      461       365        873       809
                                      -------   -------    -------   -------
  Consolidated operating
    income (loss). . . . . . . . . .     (382)     (131)    (1,410)    1,062
  Interest expense . . . . . . . . .     (591)     (615)    (1,750)  ( 1,718)
  Other, net . . . . . . . . . . . .       93        (9)       140        (3)
                                      -------   -------    -------   -------
  Consolidated income (loss)
    before tax . . . . . . . . . . . $   (880) $   (755)  $ (3,020) $   (659)
                                      =======   =======    =======   =======

(7)   In June 2001, the FASB issued Statement of Financial
Accounting Standards No. 141, "Business Combinations" (FAS
No. 141), and Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" (FAS No.
142). FAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated
after June 30, 2001. FAS No. 141 also specifies criteria
that intangible assets acquired in a purchase method
business combination must meet to be recognized and
reported apart from goodwill. FAS No. 142 will require that
goodwill and intangible assets with indefinite useful lives
no longer be amortized, but instead tested for impairment.
FAS No. 142 is effective for fiscal years beginning after
December 15, 2001, and will be adopted by the Company
effective November 30, 2001. As of the date of the
adoption, the Company expects to have unamortized goodwill
of approximately $370,000, which will be subject to the
provisions of FAS No. 142. Amortization expense related to
goodwill was approximately $74,000 and $53,000 for the year
ended December 1, 2000 and the nine months ended August 31,
2001, respectively. The Company is currently assessing
other impact of the adoption of FAS No. 142.

                                       12
<PAGE>

                         PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            (Unaudited) (Continued)

(8)   In June 2001, the FASB issued Statement of Financial
Accounting Standards No. 143,"Accounting for Asset
Retirement Obligations"(FAS No. 143). FAS No. 143 requires
entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the
Company is required to capitalize a cost by increasing the
carrying amount of the related long-lived asset. Over time,
the liability is accreted to its present value each period,
and the capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement.
FAS No. 143 will be effective for fiscal years beginning
after June 15, 2002 and will be adopted by the Company
effective November 30, 2002. The Company is currently
assessing the impact of the adoption of FAS No. 143.

(9)   In August 2001, the FASB issued Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment
or Disposal of Long-lived Assets" (FAS No. 144), which
supersedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-lived Assets and
for Long-lived Assets to Be Disposed Of" (FAS No. 121), and
the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" (APB 30), for the disposal of a segment of a
business.  Because FAS No. 121 did not address the
accounting for a segment of a business accounted for as a
discontinued operation under APB 30, two accounting models
existed for long-lived assets to be disposed of.  FAS No.
144 establishes a single accounting model, based on the
framework established in FAS No. 121, for long-lived assets
to be disposed of. It also addresses certain significant
implementation issues under FAS No. 121.  The provisions of
FAS No. 144 will be effective for the Company as of November
30, 2002.  The Company is in the process of assessing the
impact of the adoption of FAS No. 144.



























                                       13
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

First Nine Months, 2001, Compared with First Nine Months, 2000

In the first nine months of 2001, sales decreased 12.7% to
$49,399,000 from $56,581,000 last year.  Sales at Plymouth Tapes
decreased 15.7% to $42,307,000 from $50,173,000 last year.  The
largest decrease was in the automotive market, where sales
decreased 19.9% from last year, largely because of the slowdown
in U.S. auto production and market share shifts among auto
producers.  Sales in all other markets decreased 9.1%.  Sales at
Brite-Line Technologies increased 10.7% to $7,092,000 from
$6,408,000 last year, due to increased customer demand.

Gross margin decreased to 16.1% from 20.5% last year.  Plymouth
Tapes' gross margin decreased to 13.4% from 18.6% last year.  The
major factor was lower production volumes, resulting from both
lower sales and a $3.3 million reduction in inventory during the
nine months ended August 31, 2001, partially offset by lower
manufacturing spending and lower raw material purchase costs.  At
Brite-Line Technologies, gross margin decreased to 32.0% from
34.9% last year as a result of product mix and lower sales
margins to a foreign customer, partially offset by improved
manufacturing overhead absorption resulting from increased
production volumes.

Selling, general and administrative expenses, as a percentage of
sales, increased slightly to 18.9% from 18.6% last year.  At
Plymouth Tapes, selling, general and administrative expenses, as
a percentage of sales, increased to 18.8% from 18.1% last year,
largely because of the decreased sales volume, as total selling,
general and administrative expenses decreased 12.6% to $7,946,000
from $9,094,000 last year.  Contributing factors included
incentive compensation and profit sharing expense which, although
zero for the first nine months of 2001, increased from last year,
as last year's first nine months contained negative expenses
($49,000 for the incentive compensation and $96,000 for the
profit sharing) to adjust prior estimates to actual.  Salaries
and fringe benefits decreased $70,000 or 2% from last year, but
less than the 15.7% decrease in sales.  The major decrease in
expenses included $409,000 of lower freight expense, $164,000 of
decreased external warehouse expenses, and $161,000 of lower
environmental expenses.  At Brite-Line, selling, general and
administrative expenses, as a percentage of sales, decreased to
19.7% from 22.2% last year.  The largest factors were a $79,000
decrease in professional fees, a $49,000 reduction in travel
expenses, a $48,000 reduction in field equipment expenses, and a
$26,000 reduction in accrued commissions, partially offset by a
$116,000 increase in freight expense and a $29,000 increase in
license fees.

Interest expense increased to $1,750,000 from $1,718,000 last
year because of higher fees and higher equipment term loan
balances, mostly offset by lower balances and lower interest
rates on the revolving line of credit, and a lower real estate
loan balance.  Other income (expense) increased to an income of
$140,000 from an expense of $3,000 last year, due largely to a
$72,000 improvement in foreign exchange gains and losses, a
$25,000 gain on the cash surrender value of life insurance
policies, and a one-time rental income of $35,000.

The above factors generated a pre-tax loss of $3,020,000,
compared to a pre-tax loss of $659,000 in the first nine months
of last year. The net loss was $3,020,000 during the first nine
months of 2001, compared to a net loss of $395,000 during the
first nine months of 2000.  In accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS109), the Company did not record the tax benefit
generated from its domestic operations during the first nine
months of 2001, because it could not be carried back to recover
taxes paid in previous years, and it may not be offset by the
reversal of future taxable differences and may expire prior to
realizability.

Liquidity

The Company's term debt agreements contain various covenants
which specify that the Company meet certain financial
requirements, including minimum tangible net worth, fixed charge
coverage ratio and working capital and maximum ratio of total
liabilities to net worth.  In addition, the revolving working
capital credit facility and the real estate term loan contain an
acceleration provision which can be triggered if the lender
subjectively determines that an event of default has occurred.

                                       14
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

                          (Continued)

As of August 31, 2001, the Company was not in compliance with the
minimum working capital, fixed charge coverage ratio and maximum
ratio of total liabilities to net worth covenants under its term
debt agreements.  This noncompliance constituted an event of
default.  Due to a cross default provision, the Company was also
not in compliance with a covenant under its revolving working
capital credit facility and real estate term loan.  These events
of default resulted in the working capital, real estate term loan
and term debt facilities being payable on demand.  The Company
has been in default of certain covenants of its working capital,
real estate loan and term debt facilities as of each quarter-end
since September 1, 2000.  As a result, $6,835,000 of the term
debt facility and $1,050,000 of the real estate term loan are
classified as current liabilities on the Company's Consolidated
Balance Sheet at August 31, 2001.

As of August 31, 2001, the Company had approximately $600,000 of
unused borrowing capacity under its $18 million line of credit
with its primary working capital lender, after consideration of
collateral limitations and the letter of credit related to a
guarantee of 80 million pesetas (approximately $0.4 million) on a
term loan agreement with a Spanish bank syndicate.

The Company does not expect to be in compliance with the existing
covenants of its term debt facilities and expects that demand on
its liquidity and credit resources will continue to be
significant for the next twelve months.

The Company's working capital position decreased from a negative
$11,357,000 at December 1, 2000 to a negative $14,145,000 at
August 31, 2001, due to $3,257,000 reduction in inventory, a
$2,237,000 increase in short-term debt, a $1,467,000 increase in
accrued expenses, a $666,000 decrease in prepaid expenses, and
$352,000 of other working capital decreases, partially offset by
a $3,034,000 decrease in the current portion of long term debt,
and a $2,157,000 increase in accounts receivable.

Cash generated from operating activities was $1.9 million in the
first nine months of 2001, as compared to $0.5 million in the
first nine months of last year.  The major factors contributing
to cash from operating activities were a decrease in inventory of
$3.3 million, largely at Plymouth Tapes, depreciation and
amortization of $2.3 million, a decrease in prepaid expenses of
$0.7 million, an increase in accrued expenses of $0.3 million, an
increase in accounts payable of $0.3 million, and a $0.1 million
increase in pension and other liabilities, partially offset by a
net loss of $3.0 million, and an increase in accounts receivable of
$2.1 million.  This operating cash flow and cash provided through
additional borrowings totaling $0.5 million under the Company's
revolving line of credit, were used to pay off term debt and capital
leases of $1.9 million, and to finance capital expenditures of $0.5
million.

The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  As described above, the negative working capital
position of $14,145,000 at August 31, 2001, the demand status of
the Company's term debt and working capital facilities, and the
relatively small amount of borrowing capacity under the working
capital line of credit may indicate that the Company will be
unable to continue as a going concern for a reasonable period of
time.  The accompanying financial statements do not include any
adjustments related to the recoverability and classification of
liabilities that might be necessary should the Company be unable
to continue as a going concern.








                                       15
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

                            (Continued)

As discussed in the Company's Form 10-K filed for the year ended
December 1, 2000, and in the Company's Form 10-Q filed for the
first and second quarters of fiscal 2001, the Company developed
and implemented cash conservation plans for Fiscal 2001.  The
Company negotiated modified loan agreements with its primary term
lender and a second term lender to defer certain principal
payments from January 2001 through April 2001, and to extend the
remaining amortization period by four months, allowing a reduced
2001 cash outflow of approximately $800,000 from deferred
principal payments with these two lenders; negotiated a modified
loan agreement with its primary working capital lender to
increase cash availability during the second and part of the
third quarter;  reduced inventory by $3,257,000 from the end of
fiscal 2000;  and reduced capital expenditures in the first nine
months of 2001 to $546,000 from $4,456,000 during the first nine
months of 2000.  The Company also reduced costs significantly
through a significant reduction in the number of employees,
temporary reductions in pay for most salaried employees, reduced
overtime and utility costs, elimination of incentive compensation
and other cost reductions. The Company continues to seek
opportunities to conserve cash and will continue to explore
opportunities for additional financing or refinancing of existing
debt but to date, has not completed any such financing or
refinancing.

On May 1, 2001, the Company amended its revolving working capital
credit facility and real estate term loan with the lender.  Under
the terms of the amendment, the lender agrees to not immediately
accelerate the payment of the outstanding debt, and to allow the
lender and the Company to proceed under the terms of the
agreement, as amended therein, but does not waive the existing
covenant non-compliance.  In addition, the amendment modifies the
original term of the loan to end on May 31, 2001 and includes an
automatic month to month renewal after May 31, 2001, an increase
in the interest rate to prime plus one percent from prime, and
the elimination of the LIBOR plus two percent interest rate
option.  The lender has renewed this arrangement through the end
of September 2001.

The Company is currently negotiating with its term debt lenders
to defer certain principal payments and to renegotiate its
covenants, and with its revolving working capital lender to
increase cash availability and to defer certain principal
payments on the real estate term loan. No agreements have yet
been reached.  In August 2001, the Company delayed $209,000 in
principal payments on its term debt facilities.

In the opinion of management, and based upon the plans above,
additional cash flow from operations, and from existing,
renegotiated, refinanced, and/or additional debt facilities, and
cash conservation measures will provide sufficient funds to meet
expected needs for the remainder of fiscal 2001, although this
can not be assured.  Although there has been no demand placed on
the Company by its term debt or working capital lenders, should
such a demand be placed, and should additional financing or
refinancing not be obtained, the Company would most likely not be
able to sustain operations.

Although management expects to be able to accomplish its plans,
there is no assurance that it will be able to do so.  The
Company's plans depend upon many factors, including those
outlined in the Safe Harbor Statement below.  Failure to
accomplish these plans could have an adverse impact on the
Company's liquidity, financial position, and ability to continue
operations.

During the first quarter of 2001, the Company was contacted by
the American Stock Exchange (AMEX) regarding minimum listing
requirements on the number of public Class A common stockholders
(200), and the aggregate market value of the publicly held Class
A common stock ($1,000,000).  The Company has met with AMEX
representatives and believes that it meets the minimum number of
public Class A stockholders.  The Company is reviewing various
options regarding the aggregate market value of the publicly held
Class A common stock, should that aggregate value remain below
listing requirements.  The Company has not received further
communication from AMEX regarding this matter.



                                       16
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

                          (Continued)

Third Quarter, 2001, Compared with Third Quarter, 2000

In the third quarter of 2001, sales decreased 13.1% to
$16,074,000 from $18,504,000 last year.  Sales at Plymouth Tapes
decreased 15.3% to $13,472,000 from $15,901,000 last year.  The
largest decrease was in the automotive market, where sales
decreased 13.6% from last year, largely because of the slowdown
in U.S. auto production and market share shifts among auto
producers.  Sales in all other markets also decreased 17.7%,
largely due to the general economic slowdown.  Sales at Brite-
Line Technologies remained level at $2,602,000 compared to
$2,603,000 last year.

Gross margin decreased to 16.6% from 17.9% last year.  Plymouth
Tapes' gross margin decreased to 13.1% from 15.7% last year.  The
major factor was lower production volumes, resulting from both
lower sales and a $1.0 million reduction in inventory during the
quarter, partially offset by lower manufacturing spending and
lower raw material purchase costs.  At Brite-Line Technologies,
gross margin increased to 34.7% from 31.4% last year.  The major
factors were increased manufacturing overhead absorption
resulting from higher production volumes, and improved
manufacturing yields.

Selling, general and administrative expenses, as a percentage of
sales, decreased to 18.9% from 21.4% last year.  At Plymouth
Tapes, selling, general and administrative expenses, as a
percentage of sales, increased to 19.3% from 18.8% last year,
largely because of the decreased sales volume, as total selling,
general and administrative expenses decreased 13.0% to $2,603,000
from $2,991,000 last year.  Contributing factors included
approximately $200,000 of expense connected with employee
severance pay, a $43,000 increase in bad debt expense, and a
$27,000 increase in professional fees.  The major decreases in
expenses included a $242,000, or 21%, decrease in salaries and
fringe benefits, excluding the severance pay discussed above.
Other decreases included $148,000 of lower freight expenses,
$107,000 of decreased external warehouse expenses, a $69,000
reduction in professional fees, $36,000 of lower environmental
expenses, and a $34,000 decrease in commissions.  At Brite-Line,
selling, general and administrative expenses, as a percentage of
sales, decreased slightly to 17.0% from 17.4% last year.  The
largest factors were a $29,000 decrease in bad debt expense and a
$22,000 reduction in field equipment expenses, partially offset
by a $29,000 increase in freight expense.

Interest expense decreased slightly to $591,000 from $615,000
last year, largely because of lower average loan balances and
lower interest rates on the revolving line of credit, and lower
average balances on the equipment and real estate loans,
partially offset by increased fees.  Other income (expense)
increased to an income of $93,000 from an expense of $9,000 last
year, due largely to $54,000 of improved foreign exchange gains
and losses, a $25,000 gain on the sale of securities, and a
$25,000 increase in miscellaneous income.

















                                       17
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

                            (Continued)

The above factors generated a pre-tax loss of $880,000, compared
to a $755,000 loss last year.  The net loss was $842,000,
compared to a $453,000 net loss last year.  During the third
quarter of 2001, the Company did not record any tax benefit for
the net loss from its domestic operations because it could not be
carried back to recover taxes paid in previous years and it may
not be offset by the reversal of future taxable differences and
may expire prior to realizability.  During the third quarter of
2001, the Company recorded a $38,000 tax benefit for its Spanish
subsidiary, compared to a $302,000 tax benefit for its domestic
and foreign operations in the third quarter of 2000.

Safe Harbor Statement

Certain statements in this report, in the Company's press
releases and in oral statements made by or with the approval of
an authorized executive officer of the Company may constitute
"forward-looking statements" as that term is defined under the
Private Securities Litigation Reform Act of 1995.  These may
include statements projecting, forecasting or estimating Company
performance and industry trends.  The achievement of the
projections, forecasts or estimates is subject to certain risks
and uncertainties.  Actual results may differ materially from
those projected, forecasted or estimated.  The applicable risks
and uncertainties include general economic and industry
conditions that affect all international businesses, as well as
matters that are specific to the Company and the markets it
serves.  General risks that may impact the achievement of such
forecast include: compliance with new laws and regulations,
significant raw material price fluctuations, changes in interest
rates, currency exchange rate fluctuations, limits on the
repatriation of funds and political uncertainty.  Specific risks
to the Company include: risk of recession in the economies and
/or markets in which its products are sold, the Company's ability
to refinance its credit facilities or obtain additional
financing, the concentration of a substantial percentage of the
Company's sales with a few major automotive customers,
fluctuations in cost of raw materials, and pricing pressures from
competitors and customers.





























                                       18
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.

PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the information contained in
Item 3 of the Company's Annual Report on Form 10-K
for its fiscal year ended December 1, 2000, and in
Note 11 of the Notes To Consolidated Financial
Statements contained in said report.

Item 2. Changes in Securities

None

Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:  See Index to Exhibits
(b) Not Applicable





























                                       19
<PAGE>

                               SIGNATURES





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 thereto duly authorized.








                            Plymouth Rubber Company, Inc.
                                    (Registrant)




                                  Joseph J. Berns
                                  Joseph J. Berns
                                  Vice President - Finance




Date:    October 12, 2001






























                                       20

                        PLYMOUTH RUBBER COMPANY, INC.
                              INDEX TO EXHIBITS

Exhibit
  No.      Description

(2)   Not Applicable.

(3)(i)   Restated Articles of Organization -- incorporated by
reference to Exhibit 3(i) of the Company's Annual  Report
on Form 10-K for the year ended December 2, 1994.

(3)(ii)   By Laws, as amended -- incorporated by reference to
Exhibit (3)(ii) of the Company's Annual Report on Form 10-
K for the year ended November 26, 1993.

(4)(i)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated December
29, 1995 -- incorporated by reference to Exhibit (4)(viii)
to the Quarterly Report on Form 10-Q for the Quarter ended
March 1, 1996.

(4)(ii)   Master Security Agreement between Plymouth Rubber
Company, Inc. and General Electric Capital Corporation
dated December 29, 1995 -- incorporated by reference to
Exhibit (4)(viii) to the Quarterly Report on Form 10-Q for
the quarter ended March 1, 1996.

(4)(iii)   Demand Note between Plymouth Rubber Company, Inc. and
LaSalle National Bank dated June 6, 1996 -- incorporated
by reference to Exhibit (2)(i) to the report on Form 8-K
with cover page dated June 6, 1996.

(4)(iv)   Loan and Security Agreement between Plymouth Rubber
Company, Inc. and LaSalle National Bank dated June 6, 1996
-- incorporated by reference to Exhibit (2)(ii) to the
report on Form 8-K with cover page dated June 6, 1996.

(4)(v)   Amendment to Master Security Agreement between Plymouth
Rubber Company, Inc. and General Electric Capital
Corporation dated February 19, 1997 -- incorporated by
reference to Exhibit (4)(xi) to the Quarterly Report on
Form 10-Q for the quarter ended February 25, 1997.

(4)(vi)   Master Security Agreement between Plymouth Rubber
Company, Inc. and General Electric Capital Corporation
dated January 29, 1997 -- incorporated by reference to
Exhibit (4)(xii) to the Company's Quarterly Report on Form
10-Q for the quarter ended February 25, 1997.

(4)(vii)   Demand Note between Brite-Line Technologies, Inc. and
LaSalle National Bank dated February 28, 1997 --
incorporated by reference to Exhibit (4)(xiii) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 30, 1997.

(4)(viii)   Loan and Security Agreement between Brite-Line
Technologies, Inc. and LaSalle National Bank dated
February 25, 1997 -- incorporated by reference to Exhibit
(4)(xiv) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 30, 1997.

(4)(ix)   Continuing Unconditional Guaranty between Brite-Line
Technologies, Inc. LaSalle National Bank dated February
25, 1997 -- incorporated by reference to Exhibit (4)(xv)
to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 30, 1997.

(4)(x)   Amendment to Loan and Security Agreement between
Plymouth Rubber Company, Inc. and LaSalle National Bank
dated May 7, 1997 -- incorporated by reference to Exhibit
(4)(xvi) to the Company's Quarterly Report on Form 10-Q
for the quarter ended May 30, 1997.




                                       21
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.
                              INDEX TO EXHIBITS

                                 (Continued)
Exhibit
  No.     Description

(4)(xi)   Continuing Unconditional Guaranty between Plymouth
Rubber Company, Inc. and LaSalle National Bank dated March
20, 1997 -- incorporated by reference to Exhibit (4)(xvii)
to the Company's Quarterly Report on Form 10-Q  or the
quarter ended May 30, 1997.

(4)(xii)   Public Deed which contains the loan guaranteed by
mortgage and granted between Plymouth Rubber Europa, S.A.
and Caja de Ahorros Municipal de Vigo, Banco de Bilbao,
and Vizcaya y Banco de Comercio dated April 11, 1997 --
incorporated by reference to Exhibit (4)(xviii) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 30, 1997.

(4)(xiii)   Corporate Guaranty between Plymouth Rubber Company,
Inc. and Caja de Ahorros Municipal de Vigo, Banco de
Bilbao, and Vizcaya y Banco de Comercio dated April 11,
1997 -- incorporated by reference to Exhibit (4)(xix) to
the Company's Quarterly Report on Form 10-Q for the
quarter ended May 30, 1997.

(4)(xiv)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated December 3,
1997 -- incorporated by reference to Exhibit (4)(xiv) to
the Company's Annual Report on Form 10-K for the year
ended November 27, 1998.

(4)(xv)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated April 13,
1998 -- incorporated by reference to Exhibit (4)(xv) to the
Company's Annual Report on Form 10-K for the year ended
November 27, 1998.

(4)(xvi)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated November
12, 1998 -- incorporated by reference to Exhibit (4)(xvi)
to the Company's report on Form 10-K for the year ended
November 27, 1998.

(4)(xvii)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated November
25, 1998 -- incorporated by reference to Exhibit (4)(xvii)
to the Company's report on Form 10-K for the year ended
November 27, 1998.

(4)(xviii)   Amendments to Loan and Security Agreement between
Plymouth Rubber Company, Inc., and LaSalle National Bank
dated July 15, 1998 and February 18, 1999 -- incorporated
by reference to Exhibit (4)(xviii) to the Company's report
on Form 10-Q for the quarter ended February 26, 1999.

(4)(xix)   Amendment to Loan and Security Agreement between
Brite-Line Technologies, Inc., and LaSalle National Bank
dated February 18, 1999 -- incorporated by reference to
Exhibit (4)(xviii) to the Company's report on Form 10-Q
for the quarter ended February 26, 1999.

(4)(xx)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated June 29,
1999 - incorporated by reference to Exhibit (4)(xx) to the
Company's report on Form 10-Q for the quarter ended August
26, 1999.

(4)(xxi)   First Amended and Restated Schedule A - Special
Provisions to Loan and Security Agreement between Plymouth
Rubber Company, Inc., and LaSalle National Bank dated June
16, 1999 - incorporated by reference to Exhibit (4)(xxi)
to the Company's report on Form 10-Q for the quarter ended
March 3, 2000.



                                       22
<PAGE>

                        PLYMOUTH RUBBER COMPANY, INC.
                              INDEX TO EXHIBITS

                                (Continued)
Exhibit
  No.     Description


(4)(xxii)   Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated December
29, 1999 - incorporated by reference to Exhibit (4)(xxii)
to the Company's report on Form 10-Q for the quarter ended
March 3, 2000.


(10)(i)   1982 Employee Incentive Stock Option Plan --
incorporated by reference to Exhibit (10)(i) of the
Company's Annual Report on Form 10-K for the year ended
November 26, 1993.

(10)(ii)   General Form of Deferred Compensation Agreement
entered into between the Company and certain officers --
incorporated by reference to Exhibit (10)(ii) of the
Company's Annual Report on Form 10-K for the year ended
November 26, 1993.

(10)(iii)   1992 Employee Incentive Stock Option Plan --
incorporated by reference to Exhibit (10)(iv) of the
Company's Annual Report on Form 10-K for the year ended
November 26, 1993.

(10)(iv)   1995 Non-Employee Director Stock Option Plan --
incorporated by reference to Exhibit (4.3) of the
Company's Registration Statement on Form S-8 dated May 4,
1995.

(10)(v)   1995 Employee Incentive Stock Option Plan --
incorporated by reference to Exhibit (4.4) of the
Company's Registration Statement on Form S-8 dated May 4,
1995.

(11)   Not  Applicable.

(15)   Not  Applicable

(18)   Not  Applicable.

(19)   Not Applicable

(22)   Not  Applicable.

(23)   Not Applicable.

(24)   Not  Applicable.

(27)   Not  Applicable.















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