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    June 1, 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 .       6-12

  Item 2.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations . . . .      13-16



PART II.  OTHER INFORMATION                                       17








                                       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)


                               Second Quarter Ended        Six Months Ended
                              -----------------------    ----------------------
                               June 1,        June 2,     June 1,      June 2,
                                2001           2000        2001         2000
                              ---------     ---------    ---------    ---------
Net Sales  . . . . . . . . .  $  18,308     $  21,030    $  33,325    $  38,077
                              ---------     ---------    ---------    ---------
Cost and Expenses:
  Cost of products sold  . .     14,234        16,247       28,059       29,809
   Selling, general and
     administrative. . . . .      3,295         3,591        6,294        7,075
                              ---------     ---------    ---------    ---------
                                 17,529        19,838       34,353       36,884
                              ---------     ---------    ---------    ---------
Operating income (loss). . .        779         1,192       (1,028)       1,193
Interest expense . . . . . .       (546)         (563)      (1,159)      (1,103)
Other income (expense) . . .        (37)           18           47            6
                              ---------     ---------    ---------    ---------
Income (loss) before taxes .        196           647       (2,140)          96
Provision for income taxes .        (45)         (270)         (38)         (38)
                              ---------     ---------    ---------    ---------
Net income (loss). . . . . .        151           377       (2,178)          58
Retained earnings (deficit)
  at beginning of  period. .     (3,640)        2,359       (1,311)       2,678
                              ---------     ---------    ---------    ---------
Retained earnings
  at end of period . . . . .  $  (3,489)    $   2,736    $  (3,489)   $   2,736
                              =========     =========    =========    =========

Per Share Data:

Basic Earnings Per Share:

Net Income (loss). . . . . .  $    0.07     $    0.18    $   (1.07)   $    0.03
                              =========     =========    =========    =========
Weighted average number of
  shares outstanding . . . .  2,036,890     2,043,956    2,036,890    2,046,072
                              =========     =========    =========    =========

Diluted Earnings Per Share:

Net Income (loss). . . . . .  $    0.07     $    0.18    $   (1.07)   $    0.03
                              =========     =========    =========    =========
Weighted average number of
  shares outstanding . . . .  2,038,215     2,133,631    2,036,890    2,156,043
                              =========     =========    =========    =========








      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       2
<PAGE>

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

                            (In Thousands)
                             (Unaudited)


                               Second Quarter Ended        Six  Months  Ended
                              -----------------------    ----------------------
                                June 1,      June 2,      June 1,      June 2,
                                 2001         2000          2001        2000
                              ---------     ---------    ---------    ---------
Net income (loss). . . . . .  $     151     $     377    $  (2,178)          58

Other comprehensive income
 (loss), net of tax:
  Foreign currency
   translation adjustment. .        (77)          (25)         (28)         (59)
                              ---------     ---------    ---------    ---------
Other comprehensive loss . .        (77)          (25)         (28)         (59)
                              ---------     ---------    ---------    ---------
Comprehensive income (loss).  $      74     $     352    $  (2,206)   $      (1)
                              =========     =========    =========    =========



























      See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3



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

                                      June 2,      Dec. 2,
                                       2001         2000
                                   (Unaudited)
                                    ---------     ---------
Assets
Current Assets:
  Cash. . . . . . . . . . . . . . . $       2     $       4
  Accounts receivable . . . . . . .    11,084        10,009
  Allowance for doubtful
    accounts. . . . . . . . . . . .      (344)         (331)

  Inventories:
    Raw materials . . . . . . . . .     3,589         4,671
    Work in process . . . . . . . .     1,491         1,627
    Finished goods. . . . . . . . .     6,736         7,672
                                    ---------     ---------
                                       11,816        13,970
                                    ---------     ---------
  Prepaid expenses and
    other current assets. . . . . .       334           926
                                    ---------     ---------
      Total current assets. . . . .    22,892        24,578
                                    ---------     ---------
Plant Assets:
  Plant assets. . . . . . . . . . .    48,214        47,970
  Less: Accumulated depreciation. .   (23,322)      (21,874)
                                    ---------     ---------
      Total plant assets, net . . .    24,892        26,096
                                    ---------     ---------
Other long-term assets. . . . . . .       746           787
                                    ---------     ---------
                                    $  48,530     $  51,461
                                    =========     =========

Liabilities and Stockholders' Equity
Current Liabilities:
  Short term debt . . . . . . . . . $  14,035     $  12,238
  Trade accounts payable. . . . . .     8,055         7,845
  Accrued expenses. . . . . . . . .     3,980         2,618
  Current portion of long-term
    borrowings. . . . . . . . . . .    10,537        13,234
                                    ---------     ---------
      Total current liabilities . .    36,607        35,935
                                    ---------     ---------
Long-Term Liabilities:
  Borrowings. . . . . . . . . . . .     1,043         1,403
  Pension obligation. . . . . . . .     1,349         2,270
  Deferred tax liability. . . . . .       102           105
  Other . . . . . . . . . . . . . .     2,408         2,540
                                    ---------     ---------
      Total long-term liabilities .     4,902         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 . . . . . . . .    (3,489)       (1,311)
  Accumulated other comprehensive .      (319)         (291)
  Deferred compensation . . . . . .       (19)          (38)
                                    ---------     ---------
                                        7,348         9,535
  Less: Treasury stock at cost. . .      (327)         (327)
                                    ---------     ---------
      Total stockholders' equity. .     7,021         9,208
                                    ---------     ---------
                                    $  48,530     $  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)


                                       Six Months Ended
                                    -----------------------
                                     June 1,        June 2,
                                      2001          2000
                                    ---------     ---------
Cash flows relating to
   operating activities:
  Net income (loss) . . . . . . . . $  (2,178)    $      58
  Adjustments to reconcile net
    income (loss) to net cash
    provided by (used in) operating
    activities:
     Depreciation and amortization      1,531         1,456
     Amortization of deferred
       compensation . . . . . . . .        19            19
  Changes in assets and liabilities:
     Accounts receivable. . . . . .    (1,112)         (519)
     Inventory. . . . . . . . . . .     2,122          (931)
     Prepaid expenses . . . . . . .       591           162
     Other assets . . . . . . . . .        (6)           34
     Accounts payable . . . . . . .       250         2,043
     Accrued expenses . . . . . . .       402        (1,170)
     Pension obligation . . . . . .        47          (228)
     Other liabilities. . . . . . .      (132)          (92)
                                    ---------     ---------
Net cash provided by operating
  activities                            1,534           832
                                    ---------     ---------

Cash flows relating to investing
 activities:
  Capital expenditures. . . . . . .      (332)       (2,702)
                                    ---------     ---------
Net cash used in investing activities    (332)       (2,702)
                                    ---------     ---------

Cash flows relating to financing
 activities:
  Net (decrease ) increase in
   revolving line of credit . . . .       (26)        2,145
  Proceeds from term debt . . . . .        --         1,521
  Payments of term debt . . . . . .      (871)       (1,444)
  Payments on capital leases. . . .      (313)         (308)
  Treasury stock purchase . . . . .        --           (68)
  Proceeds from issuance of common
   stock. . . . . . . . . . . . . .        --             2
                                    ---------     ---------
Net cash provided by (used in)
 financing activities                  (1,210)        1,848
                                    ---------     ---------
Effect of exchange rates on cash. .         6            22
                                    ---------     ---------
Net change in cash. . . . . . . . .        (2)           --
Cash at the beginning of the period         4            --
                                    ---------     ---------
Cash at the end of the period . . . $       2     $      --
                                    =========     =========

Supplemental Disclosure of Cash Flow Information


Cash paid for interest. . . . . . . $   1,154     $   1,194
                                    =========     =========
Cash paid for income taxes. . . . . $      13     $     198
                                    =========     =========







      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 revolving credit loan and long term debt
agreements contain various covenants which, among other
things, prohibit cash dividends without the consent of the
lender and specify that the Company meet certain financial
requirements, including certain net worth, fixed charge and
EBITDA coverage ratios and minimum working capital levels.
In addition, for certain working capital borrowings, the
agreements contain certain subjective provisions which
would result in an event of default if the working capital
lender would deem itself "insecure" for any reason.  As of
September 1, 2000, the Company was not in compliance with
two of its financial covenants (minimum working capital and
minimum fixed charge coverage ratio) with its primary term
debt lender. As a result, the long-term portion of the debt
with the primary term debt lender was reclassified as
current on the Company's Consolidated Balance Sheet, and
the total debt with this lender currently would be payable
on demand.  Because of a cross default provision, the
Company was therefore also not in compliance with a
covenant with its primary working capital lender, and all
outstanding borrowings under the revolving line of credit
and the real estate term loan with this working capital
lender currently would be payable upon demand.  As a
result, the long-term portion of debt with this working
capital lender was reclassified as current on the Company's
Consolidated Balance Sheet.  As the Company was not in
compliance with these two financial covenants as of June 1,
2001, both the long term portion ($7,387,000) of the debt
with the primary term debt lender and the long term portion
($1,250,000) of the debt with the working capital lender
remain classified as current liabilities on the Company's
Consolidated Balance Sheet.  The above reclassifications
resulted in a negative working capital of $13,715,000 as of
June 1, 2001.

On May 1, 2001, the Company amended its revolving line of
credit and real estate loan with this working capital
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 bank has renewed
this arrangement through the end of June and July 2001.

The Company does not expect to be in compliance with the
covenants of its primary term debt facility in the next 12
months.  The Company expects that demands on its liquidity
and credit resources will continue to be significant for
the rest of fiscal 2001.

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.  As described above, the negative working capital
position of $13,715,000 at June 1, 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.


                                       6
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       (Unaudited) (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 quarter ended March 2, 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 $2,122,000
from the end of fiscal 2000;  and reduced capital
expenditures in the first half of 2001 to $332,000 from
$2,702,000 during the first half 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.


(3)  In accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (FAS109),
during the first half 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 provision of $45,000
and $38,000 for the second quarter and first half of 2001,
respectively, related to its Spanish subsidiary, compared
to a $270,000 and $38,000 tax provision for its domestic
and foreign operations in the second quarter and first half
of 2000, respectively.


(3) 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 June 1, 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.

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

                                       8
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Unaudited) (Continued)

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 $526,000.  It presently is estimated
that the combined future costs to complete the assessment
and remediation actions will total approximately $245,000,
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.

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 $241,000.  It is estimated that the future
costs in this matter will total approximately $91,000, which
has been accrued in the accompanying financial statements.










                                       9
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Unaudited) (Continued)


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

                               Second Quarter Ended June 1, 2001
                         ---------------------------------------------
                           Income             Shares         Per Share
                         (Numerator)      (Denominator)       Amount
                         -----------       ----------        ---------
Basic EPS
  Income available to
   common stockholders   $   151,000        2,036,890        $    0.07
                                                             =========
  Effect of Dilutive
   Security (A) options
                                  --            1,325
                         -----------       ----------
Diluted EPS
  Income available to
   common stockholders and
   assumed conversions   $   151,000        2,038,215        $    0.07
                         ===========        =========        =========


                               Second Quarter Ended June 2, 2000
                         ---------------------------------------------
                           Income           Shares           Per Share
                         (Numerator)     (Denominator)        Amount
                         -----------       ---------         ---------
Basic EPS
  Income available to
   common stockholders   $   377,000       2,043,956         $    0.18
                                                             =========
  Effect of Dilutive
   Security (A) options           --          89,675
                          ----------       ---------
Diluted EPS
  Income available to
   common stockholders and
   assumed conversions   $   377,000       2,133,631         $    0.18
                         ===========       =========         =========

    (A) Options for 490,139 and 261,030 shares of common
        stock were outstanding at June 1, 2001 and June 2, 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.












                                      10
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Unaudited) (Continued)


                                 Six Months Ended June 1, 2001
                         ---------------------------------------------
                            Loss            Shares           Per Share
                         (Numerator)      (Denominator)        Amount
                         -----------       ----------        ---------
Basic EPS
  Loss available to
   common stockholders  $ (2,178,000)      2,036,890         $   (1.07)
                                                             =========
  Effect of Dilutive
   Security (B) options
                                  --              --
                         -----------       ---------
Diluted EPS
  Loss available to
   common stockholders and
   assumed conversions  $ (2,178,000)      2,036,890         $   (1.07)
                         ============      =========         =========


                                 Six Months Ended June 2, 2000
                         ---------------------------------------------
                           Income            Shares         Per Share
                         (Numerator)     (Denominator)        Amount
                         -----------       ----------        ---------
Basic EPS
  Income available to
   common stockholders   $    58,000        2,046,072        $    0.03
                                                             =========
  Effect of Dilutive
   Security (B) options           --          109,971
                          ----------        ---------
Diluted EPS
  Income available to
   common stockholders and
   assumed conversions   $    58,000        2,156,043        $    0.03
                         ===========        =========        =========


    (B) Options for 477,855 and 261,030 shares of common
        stock were outstanding at June 1, 2001 and June 2, 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 18,714 shares of common stock were
        outstanding at June 1, 2001, but were not included in
        computing diluted earnings per share because of the
        loss.



(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 Plymouth Rubber 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.






                                      11
<PAGE>


                      PLYMOUTH RUBBER COMPANY, INC.

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Unaudited) (Continued)


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 six
months ended June 1, 2001 and June 2, 2000.

                               Second Quarter Ended         Six Months Ended
                              -----------------------    ----------------------
                               June 1,        June 2,      June 1,     June 2,
                                2001           2000         2001         2000
                              ---------     ---------    ---------    ---------
Segment sales to unaffiliated
 customers:
  Plymouth Tapes . . . . . .  $  14,786     $  17,875    $  28,835    $  34,272
  Brite-Line Technologies. .      3,522         3,155        4,490        3,805
                              ---------     ---------    ---------    ---------
  Consolidated net sales . .  $  18,308     $  21,030    $  33,325    $  38,077
                              =========     =========    =========    =========

Segment income (loss):
  Plymouth Tapes . . . . . .  $     (81)    $     409    $  (1,440)   $     749
  Brite-Line Technologies. .        860           783          412          444
                              ---------     ---------    ---------    ---------
  Consolidated operating
    income (loss). . . . . .        779         1,192       (1,028)       1,193
  Interest expense . . . . .       (546)         (563)      (1,159)      (1,103)
  Other, net . . . . . . . .        (37)           18           47            6
                              ---------     ---------    ---------    ---------
  Consolidated income (loss)
    before tax . . . . . . .  $     196     $     647    $  (2,140)   $      96
                              =========     =========    =========    =========





                                      12
<PAGE>


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

First Six Months, 2001, Compared with First Six Months, 2000

In the first six months of 2001, sales decreased 12.5% to
$33,325,000 from $38,077,000 last year.  Sales at Plymouth Tapes
decreased 15.9% to $28,835,000 from $34,272,000 last year.  The
largest decrease was in the automotive market, where sales
decreased 22.6% from last year, largely because of the slowdown
in U.S. auto production and market share shifts among auto
producers.  Sales at Brite-Line Technologies increased 18.0% to
$4,490,000 from $3,805,000 last year, due to increased customer
demand.

Gross margin decreased to 15.8% from 21.7% last year.  Plymouth
Tapes' gross margin decreased to 13.5% from 20.0% last year.  The
major factor was lower production volumes, resulting from both
lower sales and a $2.3 million reduction in inventory during the
first six months, partially offset by lower manufacturing
spending and improved production yields.  At Brite-Line
Technologies, gross margin decreased to 30.4% from 37.2% last
year as a result of lower sales margins to a foreign customer in
the first quarter, 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 18.5% from 17.8% last year,
largely because of the decreased sales volume, as total selling,
general and administrative expenses decreased 12.5% to $5,343,000
from $6,103,000 last year.  Contributing factors included
incentive compensation and the defined contribution pension plan
profit sharing expense which, although zero for the first half of
2001, increased from last year, as last year's first half
contained negative expenses ($49,000 for the incentive
compensation and $96,000 for the pension plan profit sharing) to
adjust prior estimates to actual.  Salaries and fringe benefits
decreased $75,000 from last year.  The major decrease in expenses
included $261,000 of lower freight expense, $125,000 of lower
environmental expenses, and a $70,000 reduction in professional
fees.  At Brite-Line, selling, general and administrative
expenses, as a percentage of sales, decreased to 21.2% from 25.5%
last year.  The largest factors were a $52,000 decrease in
professional fees, a $26,000 reduction in accrued commissions, a
$26,000 reduction in field equipment, and a $24,000 reduction in
travel expenses, partially offset by an $87,000 increase in
freight expense.

Interest expense increased to $1,159,000 from $1,103,000 last
year because of higher equipment term loan balances and higher
fees, mostly offset by lower balances and lower interest rates on
the revolving line of credit.  Other income increased to $47,000
from $6,000 last year due largely to $34,000 of lower foreign
exchange losses, a $25,000 gain on the cash surrender value of
life insurance policies, and a one-time rental income of $35,000,
partially offset by last year's $62,000 gain on the sale of
securities.

The above factors generated a pre-tax loss of $2,140,000,
compared to a pre-tax profit of $96,000 in the first half of last
year.  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 half of 2001, 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 differences and may expire
prior to realizability.  The Company therefore recorded a tax
provision of $38,000 for the first half of 2001, related to its
Spanish subsidiary, compared to a $38,000 tax provision for its
domestic and foreign operations in the first half of 2000.  The
net loss was $2,178,000 during the first half of 2001, compared
to a net profit of $58,000 during the first half of 2000.

Cash generated from operating activities was $1.5 million in the
first half of 2001, as compared to $0.8 million in the first half
of last year.  The major factors contributing to cash from
operating activities were a decrease in inventory of $2.1
million, largely at Plymouth Tapes, depreciation and amortization
of $1.5 million, a decrease in prepaid expenses of $0.6 million,
an increase in accrued expenses of $0.4 million, and an increase
in accounts payable of  $0.3 million, partially offset by a net
loss of $2.2 million, an increase in accounts receivable of $1.1
million, and an


                                      13
<PAGE>


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

                           (Continued)

increase in other liabilities of $0.1 million.  This operating
cash flow was used to pay off term debt and capital leases of
$1.2 million, and to finance capital expenditures of $0.3
million.

Liquidity

As of June 1, 2001, the Company had approximately $900,000 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. As of
September 1, 2000, the Company was not in compliance with two of
its financial covenants (minimum working capital and minimum
fixed charge coverage ratio) with its primary term debt lender.
As a result, the long-term portion of debt with the primary term
debt lender was reclassified as current on the Company's
Consolidated Balance Sheet, and the total debt with this lender
currently would be payable on demand.  Because of a cross default
provision, the Company was therefore also not in compliance with
a covenant with its primary working capital lender, and all
outstanding borrowings under the revolving line of credit and the
real estate term loan with this working capital lender currently
would be payable upon demand.  As a result, the long-term portion
of the debt with this working capital lender was reclassified as
current on the Company's Consolidated Balance Sheet.  As the
Company was not in compliance with these two financial covenants
as of June 1, 2001, both the long term portion ($7,387,000) of
the debt with the primary term debt lender and the long term
portion ($1,250,000) of the debt with the working capital lender
remains classified as current liabilities on the Company's
Consolidated Balance Sheet.  The above reclassifications resulted
in a negative working capital of $13,715,000 as of June 1, 2001.

On May 1, 2001, the Company amended its revolving line of credit
and real estate loan with this working capital 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 bank has renewed this arrangement through the end of
June and July 2001.

The Company does not expect to be in compliance with the
covenants of its primary term debt facility in the next 12
months.  The Company expects that demands on its liquidity and
credit resources will continue to be significant for the rest of
fiscal 2001.

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 quarter ended March 2, 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 $2,122,000 from the end of fiscal
2000;  and reduced capital expenditures in the first half of 2001
to $332,000 from $2,702,000 during the first half 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
outlined above in the First Six Months' and Second Quarter
Discussions.

The Company continues to seek opportunities to conserve cash and
will continue to explore opportunities for additional financing
or refinancing of existing debt.

                                      14

<PAGE>

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

                           (Continued)

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 during 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.

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 $13,715,000 at June 1, 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.

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.


Second Quarter, 2001, Compared with Second Quarter, 2000

In the second quarter of 2001, sales decreased 12.9% to
$18,308,000 from $21,030,000 last year.  Sales at Plymouth Tapes
decreased 17.3% to $14,786,000 from $17,875,000 last year.  The
largest decrease was in the automotive market, where sales
decreased 23.5% from last year, largely because of the slowdown
in U.S. auto production and market share shifts among auto
producers.  Sales at Brite-Line Technologies increased 11.6% to
$3,522,000 from $3,155,000 last year.

Gross margin decreased slightly to 22.3% from 22.7% last year.
Plymouth Tapes' gross margin decreased to 17.7% from 19.4% last
year.  The major factor was lower production volumes, resulting
from both lower sales and a $0.7 million reduction in inventory
during the quarter, partially offset by lower manufacturing
spending and improved production yields.  At Brite-Line
Technologies, gross margin remained stable at 41.5% compared to
41.6% last year.  Slightly lower sales margins were offset by
improved manufacturing overhead absorption resulting from
increased production volumes.








                                      15
<PAGE>

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

                           (Continued)

Selling, general and administrative expenses, as a percentage of
sales, decreased to 18.0% from 19.6% last year.  At Plymouth
Tapes, selling, general and administrative expenses, as a
percentage of sales, increased to 18.2% from 17.1% last year,
largely because of the decreased sales volume, as total selling,
general and administrative expenses decreased 12.0% to $3,295,000
from $3,591,000 last year.  Contributing factors included
incentive compensation and the defined contribution pension plan
profit sharing expense which, although zero for the second
quarter of 2001, increased from last year, as last year's second
quarter contained negative expenses ($101,000 for the incentive
compensation and $96,000 for the pension plan profit sharing) to
adjust prior estimates to actual.  Salaries and fringe benefits
decreased $62,000 from last year.  The major decrease in expenses
included $125,000 of lower environmental expenses, a $69,000
reduction in professional fees, and a $39,000 decrease in bad
debt expense.  At Brite-Line, selling, general and administrative
expenses, as a percentage of sales, increased slightly to 17.1%
from 16.8% last year.  The largest factor was freight, which
increased $78,000 from last year.

Interest expense decreased slightly to $546,000 from $563,000
last year, largely because of lower average loan balances and
lower interest rates on the revolving line of credit, partially
offset by increased fees and higher balances on the term loans.
Other income (expense) decreased to an expense of $37,000 from an
income of $18,000 last year, due largely to $31,000 higher
foreign exchange losses and last year's $62,000 gain on the sale
of securities, partially offset by a one-time $25,000 gain on
the cash surrender value of life insurance policies.

The above factors generated a pre-tax profit of $196,000,
compared to a $647,000 profit last year.  During the second
quarter of 2001, the Company did not record any tax expense for
its domestic operations, as it remains in a year to date loss
position, and because it had not recorded a tax benefit in the
first quarter of 2001, in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS109).  During the second quarter of 2001, the Company
recorded a $45,000 tax expense in its Spanish subsidiary,
compared to a $270,000 tax expense for its domestic and foreign
operations in the second quarter of 2000.  The net income was
$151,000, compared to $377,000 last year.

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 facility 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.






                                      16
<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

The Company's Annual Meeting was held on April 20,
2001.

The following members were elected to the Company's
Board of Directors to hold office for the ensuing
three-year term:

     Nominees                In Favor    Opposed

Edward H. Pendergast,
  Joseph D. Hamilburg and
  C. Gerald Goldsmith        787,501       1,760

The results on the voting of the following additional
item were as follows:

The ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors of
the Company for the next fiscal year:

               In Favor  Opposed  Abstain    No Vote

                788,486      700       75        -0-


Item 5.    Other Information

    None

Item 6.    Exhibits and Reports on Form 8-K

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













                                      17
<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:   July 12, 2001





























                                      18



                     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.

(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.

                                      18
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.
                            INDEX TO EXHIBITS

                              (Continued)
Exhibit
  No.    Description

(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.

(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.





                                      19
<PAGE>


                     PLYMOUTH RUBBER COMPANY, INC.
                           INDEX TO EXHIBITS

                              (Continued)
Exhibit
  No.    Description

(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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