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    May 29, 1998   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 
incorporation or organization)                     Identification No.)
 


   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 -  1,263,464
-----------------------------------------------













		       PLYMOUTH RUBBER COMPANY, INC.




PART  I.  FINANCIAL INFORMATION

	Item 1.  Financial Statements:                                    
		 ---------------------                           Page No.

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

		 Consolidated Balance Sheet . . . . . . . . . .      3

		 Consolidated Statement of Cash Flows . . . . .      4

		 Notes To Consolidated Financial Statements . .     5-9

	Item 2.  Management's Discussion and Analysis of 
		 Financial Condition and Results of Operations .   10-12



PART II OTHER INFORMATION . . . . . . . . . . . . . . . . . . .      13








































				       1
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
			   PLYMOUTH RUBBER COMPANY, INC.
		    CONSOLIDATED STATEMENT OF OPERATIONS AND
			    RETAINED EARNINGS (DEFICIT)

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


				   Second Quarter Ended     Six Months Ended
				   --------------------     ----------------

				   May 29,    May 30,     May 29,     May 30,
				    1998       1997        1998        1997
				 ---------   ---------   ---------   ---------

<S>                              <C>         <C>         <C>         <C>
Net Sales                        $  18,510   $  17,706   $  32,974   $  32,990

Cost and Expenses:
   Cost of products sold. . . .     12,903      13,802      24,611      25,290
   Selling, general and 
    administrative. . . . . . .      3,349       3,315       6,375       6,454
				 ---------   ---------   ---------   ---------
				    16,252      17,117      30,986      31,744
				 ---------   ---------   ---------   ---------
Operating income. . . . . . . .      2,258         589       1,988       1,246
Interest expense  . . . . . . .       (453)       (345)       (851)       (681)
Other income (expense). . . . .         (9)         25         (34)        (51)
				 ---------   ---------   ---------   ---------

Income  before taxes. . . . . .      1,796         269       1,103         514
Provision for income taxes. . .       (716)        (99)       (446)       (203)
				 ---------   ---------   ---------   ---------

Net income. . . . . . . . . . .      1,080         170         657         311
Retained earnings (deficit) 
    at beginning of  period . .     (2,705)     (3,407)     (2,282)     (3,548)
				 ---------   ---------   ---------   ---------

Retained earnings (deficit) 
    at end of period. . . . . .  $  (1,625)  $  (3,237)  $  (1,625)  $  (3,237)
				 =========   =========   =========   =========


Per Share Data:

Basic Earnings Per Share:

Net Income. . . . . . . . . . .  $     .52   $     .08   $     .32   $     .15
				 =========   =========   =========   =========
Weighted average number of 
  shares outstanding  . . . . .  2,074,050   2,030,513   2,064,404   2,021,469
				 =========   =========   =========   =========

Diluted Earnings Per Share:

Net Income. . . . . . . . . . .   $    .49   $     .08   $     .30   $     .14
				 =========   =========   =========   =========
Weighted average number of 
  shares outstanding. . . . . .  2,205,860   2,175,475   2,182,836   2,188,390
				 =========   =========   =========   =========
</TABLE>



	   See Accompanying Notes To Consolidated Financial Statements


				      2
<PAGE>
<TABLE>
<CAPTION>
			PLYMOUTH RUBBER COMPANY, INC.
			 CONSOLIDATED BALANCE SHEET
				 (In Thousands)

						  May 29,          Nov. 28,
						   1998              1997
						 --------          -------

						(Unaudited)
<S>                                             <C>               <C>
ASSETS
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . .   $      4          $     12
Accounts receivable. . . . . . . . . . . . . .     11,041            10,347
Allowance for doubtful accounts. . . . . . . .       (390)             (314)

Inventories:
    Raw materials. . . . . . . . . . . . . . .      3,919             3,772
    Work in proces . . . . . . . . . . . . . .      1,802             1,472
    Finished goods . . . . . . . . . . . . . .      5,736             5,208
						 --------          --------
						   11,457            10,452
						 --------          --------
Deferred tax assets, net . . . . . . . . . . .      1,689             1,689
Prepaid expenses and other current assets. . .        596               873
						 --------          --------
    Total current assets.  . . . . . . . . . .     24,397            23,059
						 --------          --------

PLANT ASSETS:
Plant assets.  . . . . . . . . . . . . . . . .     38,743            35,390
Less:  Accumulated depreciation. . . . . . . .     18,807            18,049
						 --------          --------
    Total plant assets, net. . . . . . . . . .     19,936            17,341
						 --------          --------

OTHER ASSETS:
Deferred tax assets, net . . . . . . . . . . .      2,112             2,346
Other long-term assets . . . . . . . . . . . .      1,274             1,318
						 --------          --------
						    3,386             3,664
						 --------          --------
    TOTAL ASSETS                                 $ 47,719          $ 44,064
						 ========          ======== 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit . . . . . . . . . . .   $ 10,156          $  8,221
Trade accounts payable . . . . . . . . . . . .      6,267             6,034
Accrued expenses . . . . . .  . .  . . . . . .      3,571             3,212
Current portion of long-term borrowings  . . .      2,303             2,138
Current portion of product warranties. . . . .        135               160
						 --------          --------
    Total current liabilities                      22,432            19,765
						 --------          --------

LONG-TERM LIABILITIES:
Borrowings . . . . . . . . . . . . . . . . . .     10,389             9,874
Pension obligation . . . . . . . . . . . . . .      3,142             3,358
Product warranties . . . . . . . . . . . . . .        491               516
Other .  . . . . . . . . . . . . . . . . . . .      2,156             2,110
						 --------          --------
    Total long-term liabilities                    16,178            15,858
						 --------          --------

STOCKHOLDERS' EQUITY                    
Preferred stock  . . . . . . . . . . . . . . .         --                --
Class A voting common stock. . . . . . . . . .        810               810
Class B non-voting common stock  . . . . . . .      1,263             1,234
Paid in capital. . . . . . . . . . . . . . . .      9,048             9,067
Retained earnings (deficit). . . . . . . . . .     (1,625)           (2,282)
Cumulative translation adjustment. . . . . . .       (103)              (91)
Pension liability adjustment, net of tax . . .       (145)             (145)
Deferred compensation. . . . . . . . . . . . .       (133)             (152)
						 --------          --------
						    9,115             8,441
Less: Treasury stock at cost . . . . . . . . .         (6)               --
						 --------          --------
						    9,109             8,441
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $ 47,719          $ 44,064
						 ========          ========    
</TABLE>
	
  See Accompanying Notes To Consolidated Financial Statements

				       3
<PAGE>
<TABLE>
<CAPTION>
			 PLYMOUTH RUBBER COMPANY, INC.
		     CONSOLIDATED STATEMENT OF CASH FLOWS
		      (In Thousands)          (Unaudited)


						   Six   Months  Ended
						 --------------------------
						  May 29,           May 30,
						   1998              1997
						 --------          --------


<S>                                              <C>               <C>
Cash flows relating to operating activities:
    Net Income  .. . . . . . . . . . . . . . .   $    657          $    311
      Adjustments to reconcile net income  to 
	 net cash provided by (used in)operating 
	 activities:
	    Depreciation and amortization. . .        827               734
	    Amortization of deferred compensation      19                19
      Changes in assets and liabilities:
	    Accounts receivable . . . . . . . .      (633)           (1,375)
	    Inventory . . . . . . . . . . . . .    (1,012)              277
	    Prepaid expenses. . . . . . . . . .       276                18
	    Other assets. . . . . . . . . . . .       (14)               10
	    Accounts payable. . . . . . . . . .       245               (42)
	    Accrued expenses  . . . . . . . . .       623               (34)
	    Pension obligation. . . . . . . . .       (71)             (298)
	    Product warranties. . . . . . . . .       (50)              (56)
	    Other liabilities . . . . . . . . .        46              (160)
						 --------          --------
Net cash provided by (used in) operating activities   913              (596)
						 --------          --------

Cash flows relating to investing activities:
    Capital expenditures . . . . . . . . . . .     (3,405)           (1,992)
    Acquisition of Cintas Adhesivas Nunez, S.A.,
      net of cash acquired of $90. . . . . . . .       --            (2,140)
    Acquisition of certain assets of Brite-Line
      Industries, Inc.. . . . . . . . . . . . .        --              (584)
						 --------          --------

Net cash used in investing activities              (3,405)           (4,716)
						 --------          --------

Cash flows relating to financing activities:
    Net increase in revolving line of credit        1,921               441
    Proceeds from term loan. . . . . . . . . .      3,710             5,771
    Payments of term loan. . . . . . . . . . .     (2,813)             (626)
    Payments on capital leases . . . . . . . .       (195)             (108)
    Payments on insurance financing. . . . . .       (145)              (88)
    Treasury stock purchase. . . . . . . . . .         (6)               --
    Proceeds from issuance of common stock . .         10                23
						 --------          --------
Net cash provided by financing activities           2,482             5,413

Effect of exchange rates on cash . . . . . . .          2                (8)
						 --------          --------
Net change in cash . . . . . . . . . . . . . .         (8)               93
Cash at the beginning of the period. . . . . .         12                --
						 --------          --------
Cash at the end of the period. . . . . . . . .   $      4          $     93
						 ========          ========

		Supplemental Disclosure of Cash Flow Information

Cash paid for interest . . . . . . . . . . . .   $    941          $    712
						 ========          ========
Cash paid for income taxes . . . . . . . . . .   $     79          $    106
						 ========          ========
</TABLE>

	 See Accompanying Notes To Consolidated Financial Statements



				       4
<PAGE>


			 PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited)


(1)   The Company, in its opinion, has included all adjustments 
     (consisting of normal recurring accruals) 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 November 28, 1997, November 29, 1996, 
     and December 1, 1995, included in the Company's 1997 Annual 
     Report to the Securities and Exchange Commission on Form 10-K.

(2)  In connection with its former roofing materials business, 
     the Company issued extended warranties as to the 
     workmanship and performance of its products.  Over 99% of 
     these warranties had expired prior to the end of 1995, and 
     the last of the ten-year warranties expired in 1996.  (A 
     small number of certain other, more restrictive, and 
     limited warranties continue thereafter).  The estimated 
     costs of these warranties were accrued at the time of sale, 
     subject to subsequent adjustment to reflect actual 
     experience.  Some warranty holders have filed claims or 
     brought suits against the Company and others relating to 
     alleged roof failures.  The Company believes, upon advice 
     of counsel, that its warranty obligation under such 
     warranties is limited to the cost of the roofing materials 
     and that the amounts of the claims are in excess of its 
     ultimate liability.  The Company is vigorously defending 
     against these claims and believes that some are without 
     merit and that the damages claimed in others may not bear 
     any reasonable relationship to the merits of the claims or 
     the real amount of damage, if any, sustained by the various 
     claimants.  Management believes that the $626,000 reserve 
     recorded at May 29, 1998 is adequate provision for the 
     Company's remaining warranty obligations.

     The United States Environmental Protection Agency (EPA) has 
     asserted two (2) outstanding claims against the Company 
     under the Comprehensive Environmental Response, 
     Compensation and Liability Act ("CERCLA"), pursuant to 
     which EPA is seeking to recover from the Company and other 
     "generators" the costs associated with the clean-up  of 
     certain sites used by licensed disposal companies hired by 
     the Company as independent contractors for the disposal 
     and/or reclamation of hazardous waste materials. 

     In the first case, a General Notice of Potential Liability 
     was sent to 1,659 Potentially Responsible Parties ("PRP") 
     including the Company, in June, 1992, relative to a 
     Superfund site known as Solvents Recovery Service of New 
     England ("SRS") at a location in Southington, Connecticut, 
     concerning shipments to the site which occurred between 
     June 1, 1956, and January 25, 1974.  The EPA has attributed 
     a 1.74% share of the aggregate waste volume to the Company. 
     The Company is a participant in the performing PRP group.
     The first phase of a remediation program is estimated to 
     cost $3.6 million. The Administrative Order on Consent for 
     Removal Action and Remedial/Feasibility study was entered 
     on or about February 6, 1997.  Phase II of the clean-up and 
     the Remedial Investigation/Feasibility Study ("RI/FS"), is 
     projected to cost $2.1 million.  The most currently 
     available estimate is that the total cost of the clean-up 
     for the PRP's will range from approximately $38 million to 
     $48 million.  Based on all available information as well as 
     its prior experience,  management believes the amount  
     accrued of $511,000, which is net of approximately $215,000 
     in total payments made by the Company, in the accompanying 
     consolidated financial statements as of May 29, 1998, is 
     reasonable in relation to the Company's attributed share of 
     total estimated aggregate cost.  This amount  is subject to  
     adjustment for future  developments that may  arise from  
     the  long- range nature of this EPA case, legislative 
     changes, insurance coverage, the uncertainties  associated 
     with the ultimate outcome of the Record of Decision("ROD"), 
     the joint and several liability provisions of CERCLA, and 
     the Company's ability to successfully negotiate an outcome 
     similar to its previous experience in these matters.


				       5
<PAGE>


			PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


     In the second case, on January 25, 1994, the Company 
     received a notification of an additional Superfund Site, 
     Old Southington Landfill, (the "OSL Site") regarding which 
     the EPA asserts that the Company is a PRP.  The OSL Site is  
     related to the SRS Site in that, the EPA alleges, after 
     receipt and processing of various hazardous substances from 
     PRP's, the owners and/or operators of the SRS Site shipped 
     the resultant contaminated sludge and waste- water from the 
     SRS Site to the OSL Site, prior to October, 1967.  Since 
     the Company is alleged to have shipped materials to the SRS 
     Site, the EPA alleges that the Company is also a PRP of the 
     OSL Site.  In addition, there were direct shippers to the 
     site, among them the Town of  Southington, General 
     Electric, and Pratt & Whitney, as well as other 
     transporters and/or users.  Based on EPA's asserted volume 
     of shipments to SRS during that time period, the EPA has 
     attributed 4.89% of waste volume of all SRS customers to 
     the Company; no attempt has been made by EPA to adjust the 
     waste volume for the distillation done by SRS prior to 
     shipment to OSL.  An ROD was issued in September, 1994 for 
     the first Phase of the clean-up.  On or about December 20, 
     1997, the Company executed the Consent Decree and paid 
     $140,180 in full settlement of the first phase of the clean 
     up. The allocation among the parties and scope of the 
     remedy for the second phase has not been agreed upon; total 
     costs are estimated at between $10 and $50 million.  The 
     Company has been notified that 21 parties of which the 
     Company is one will likely be precluded from participating 
     in an early mediated settlement for the second phase on a 
     "de minimis" basis.   Based on all available information as 
     well as its prior experience, management believes a 
     reasonable estimate of its remaining liability is $337,000  
     and has accrued this  amount  in the  accompanying 
     consolidated financial statements as of May 29, 1998.  This 
     amount is subject to future developments that may arise 
     from the long-range nature of this EPA case, legislative 
     changes, insurance coverage, the uncertainties associated 
     with the ultimate outcome of the second remedial phase, if 
     any, and the joint and several liability provisions of 
     CERCLA, and the Company's ability to successfully negotiate 
     an outcome similar to its previous experience in these matters.

     On or about January 21, 1997, the Company received a Notice 
     of Responsibility from the DEP pursuant to M.G.L. c. 21E 
     concerning the certain sites identified as The Ledge, 757-
     782 State Road, Dartmouth:  RTN No. 4-0234; and Ridge Hill 
     Road, Freetown:  RTN No. 4-0086.  The letter indicates that 
     drums containing hazardous materials, some of which may 
     have contained the Company's wastes, were discovered at 
     both sites in April, 1979, and that response actions were 
     undertaken at both sites between 1979 and 1981 by the DEP.  
     On information and belief, the company which disposed of 
     these drums is H&M Drum, to whom the Company shipped wastes 
     between 1977 to 1979.  The DEP has now issued more than 
     seventy-five notices to other PRP's. In compliance with DEP 
     requests and statutory requirements, the Company has hired 
     an LSP to perform certain technical services at the sites.  
     Recent sampling of existing wells at the Freetown site 
     contained no finding of any volatile organic chemicals 
     ("VOC's").  Initial sampling at  the Dartmouth site was 
     recently completed, and found low VOC levels at or below 
     drinking water standards.  Until additional data is 
     gathered, the extent of the problem and or remedial action 
     required, if any, cannot  be determined.  Further, the 
     total number of PRP's is not yet known.  Accordingly,  at 
     the current time, the Company is not able to estimate its 
     portion of any liability ultimately arising from the site.  
     Therefore, as of May 29, 1998, no reserves have been 
     provided in the accompanying financial statements.









				       6
<PAGE>


			PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


     In addition, in the process of preparing to eliminate the 
     use of certain underground storage tanks located at the 
     Company's manufacturing facility in Canton, Massachusetts, 
     the Company determined  that some soil contamination had 
     occurred in a small localized area near the tanks in 
     question.  In accordance with Massachusetts requirements, 
     the Company notified the Massachusetts Department of 
     Environmental Protection ("DEP") of the foregoing and on or 
     about September 9, 1994, the DEP issued a Notice of 
     Responsibility, RTN No. 3-11520, pursuant to M.G.L. c. 21E.  
     According to the preliminary information obtained by an 
     independent Licensed Site Professional, the contamination 
     of the soil appears to be confined to a small area and does 
     not pose an environmental risk to the surrounding property 
     or community.  Remediation action is in process.  It is 
     expected that such assessment and remediation will take up 
     to two years to complete and that the remaining costs for 
     same will not exceed the additional sum of $261,000, which 
     has been provided for in the accompanying financial 
     statements.

     Pursuant to the Company's compliance with EPA and 
     Massachusetts regulations which require the upgrade or 
     replacement of underground storage tanks by December 22, 
     1998, the Company arranged for the testing of the area 
     adjacent to three underground storage tanks located at the 
     Company's manufacturing facility in Canton, Massachusetts.  
     A limited amount of solvent was found in the soil in the 
     vicinity of the tanks; however, additional sampling is 
     required.  The Company notified DEP of its test results, 
     and on November 19, 1997, the DEP issued a written 
     response, notifying the Company of its responsibility, RTN 
     No. 3-15347, under M.G.L. c. 21E as an unclassified site 
     for response and remedial action.  The Company has several 
     options under the law to protect, remove or replace the 
     tanks and plans to take whatever remedial action is deemed 
     appropriate.  The Company is in the process of determining 
     the costs associated with each of these alternatives and 
     has hired an LSP to perform initial site investigation 
     activities.

     The Company is defending other legal matters arising in the 
     normal course of business.  Based upon advice of counsel, 
     management believes that such legal matters will not have a 
     material adverse effect on the Company's results of 
     operations or its financial position.

























				       7
<PAGE>


			 PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


(3)  During the first quarter of fiscal 1998, the Company 
     adopted Statement of Financial Accounting Standards No. 
     128, Earnings Per Share.   Primary and fully diluted 
     earning per share have been replaced with basic and diluted 
     earnings per share.  All prior year earnings per share 
     amounts have been restated to conform with the requirements 
     of SFAS No. 128.

     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 dilutive potential 
     common stock.

				 Second    Quarter    Ended    May 29, 1998
			       ---------------------------------------------
				 Income          Shares          Per Share
				(Numerator)     (Denominator)      Amount
			       -----------       -----------     -----------

Basic EPS
  Income available to common
   stockholders                $ 1,080,000        2,074,050      $       .52
								 ===========

  Effect of Dilutive Security (A)
   options                              --          131,810
			       -----------      -----------

Diluted EPS 
  Income available to common 
     stockholders and assumed
      conversions              $ 1,080,000        2,205,860      $       .49
			       ===========      ===========      ===========
 

				 Second    Quarter    Ended    May 30, 1997
			       ---------------------------------------------
				  Income         Shares          Per Share
				(Numerator)    (Denominator)       Amount
			       -----------      -----------      -----------

Basic EPS 
  Income available to common
    stockholders               $   170,000        2,030,513      $       .08
								 ===========

  Effect of Dilutive Security (A)
    options                             --          144,962

Diluted EPS 
  Income available to common 
   stockholders and assumed
   conversions                 $   170,000        2,175,475      $       .08
			       ===========      ===========      ===========


(A) Options for 188,400 and 139,160 shares of common 
    stock were outstanding at May 29, 1998 and May 30, 1997, 
    respectively, but were not included in computing diluted 
    earnings per share in each of the respective periods 
    because their effects were anti-dilutive.








				       8
<PAGE>

			PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
     -----------------------------------------------------


(3)  Continued...

				     Six  Months  Ended  May 29, 1998
			       ---------------------------------------------
				  Income          Shares         Per Share
				(Numerator)     (Denominator)      Amount
			       -----------       -----------     -----------

Basic EPS
  Income  available to common
    stockholders               $   657,000        2,064,404      $       .32
								 ===========

  Effect of Dilutive Security (B)
    options                             --          118,432
			       -----------      -----------

Diluted EPS 
  Income available to common 
   stockholders and assumed
   conversions                 $   657,000        2,182,836      $       .30
			       ===========       ==========      ===========    


				     Six  Months  Ended  May 30, 1997
				  Income          Shares         Per Share
			       --------------------------------------------
				(Numerator)     (Denominator)      Amount
			       -----------       -----------     -----------

Basic EPS 
  Income available to common
   stockholders                $   311,000        2,021,469      $       .15

  Effect of Dilutive Security (B)
   options                              --          166,921
			       -----------        ---------  
Diluted EPS 
  Income available to common 
   stockholders and assumed
   conversions                 $   311,000        2,188,390      $       .14
			       ===========        =========      ===========

     (B) Options for 154,160 and 86,425 shares of common stock 
	 were outstanding at May 29, 1998 and May 30, 1997, 
	 respectively, but were not included in computing diluted 
	 earnings per share in each of the respective periods 
	 because their effects were anti-dilutive.


(4)  On April 13, 1998 the Company refinanced one of its term 
     loans with an existing lender.  The new term loan, in the 
     principal amount of $3,710,000, due May, 2003, is secured by a 
     first interest in certain equipment.  Monthly payments, 
     beginning June, 1998, are $75,296, including interest at 
     8.04%.  The proceeds from the refinancing were used to pay 
     down $1,418,000 of the revolving line of credit, $35,000 of 
     accrued interest and $2,257,000 of term debt.  This term loan 
     agreement contains loan covenants similar to the Company's 
     existing term loans.






				       9

<PAGE>

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


	  FIRST SIX MONTHS, 1998, COMPARED WITH FIRST SIX MONTHS, 1997


Net sales at $32,974,000 were comparable with the first six 
months of 1997.  Sales from Plymouth's Canton operations 
decreased 8% for the six months, primarily because of capacity 
constraints, and product mix. The Company anticipates that the installation 
of new equipment will gradually increase capacity throughout fiscal 1998.
Brite-Line Technologies, which is 
now in the peak summer selling period, had a significant sales 
increase from the previous year, reflecting increased business 
from new and existing customers.  Plymouth Europa sales increased 
significantly from the previous year, both because of increased 
demand and because the subsidiary's operations were only included 
from January, 1997.

Gross margin increased to 25.4% from 23.3%.  Gross margin in 
Plymouth's Canton operations increased to 25.2% from 23.3%, 
reflecting improvements in production costs, including lower 
manufacturing spending, improved production output and lower raw 
material prices, partially offset by unfavorable volume variances 
due to the lower production activity in the first quarter of 
1998.  Brite-Line's gross margin also improved to 30.3% from 
22.9%, reflecting favorable overhead absorption from the 
increased production activity and a favorable product mix.  
Plymouth Europa's gross margin  decreased 3.8% from the prior 
year, reflecting a change in product mix.

Selling, general and administrative expenses as a percentage of 
sales decreased to 19.3% from 19.6%, as lower commissions, 
freight, advertising and selling salaries were offset by higher 
accrued profit sharing and bonus and higher Brite-Line samples 
and testing expense.  Total selling, general and administrative 
expenses at Plymouth's Canton operations decreased from the prior 
year, while expenses increased at Brite-Line and Plymouth Europa.  

Interest expense increased to $851,000 from $681,000, primarily 
because of higher loan balances to finance capital expenditures 
and operating activities.  

As a result of the above factors, income before tax increased to 
$1,103,000 from $514,000 and net income increased to $657,000 
from $346,000.

Cash generated from operating activities was $913,000 as compared 
to $596,000 used in the first half of the prior year.  The major 
contributors to cash inflows were net income of $657,000, 
depreciation of $827,000, and a total increase of $868,000 in 
accrued expenses and accounts payable.  The major operating uses 
of cash were an inventory increase of $1,012,000 and an accounts 
receivable increase of $633,000.  During 1998, the Company used 
$1,921,000 from its revolving line of credit and $3,710,000 from 
a refinancing of capital equipment, to pay off or to reduce term 
debt of $2,813,000 and finance capital expenditures of 
$3,405,000.  The revolving line of credit was used to finance 
some of the capital expenditures on an interim basis until the 
capital lease and capital expenditure line of credit (described below) 
were completed.

As of May 29, 1998, because of collateral limitations and after 
consideration of a letter of credit related to the purchase of 
new equipment and to a guarantee of 80,000,000 pesetas 
(approximately $577,000) on a term-loan agreement with a Spanish 
Bank syndicate, the Company had approximately $1,300,000 of 
unused borrowing capacity under its $15 million line of credit 
with its primary lender.  Subsequent to the end of the second 
quarter, the Company has  completed a capital  lease, for 
$569,000. In addition, the  Company  has  completed a  capital  
expenditure  line of  credit,  for a  maximum of 

				       10
<PAGE>

	FIRST SIX MONTHS, 1998, COMPARED WITH FIRST SIX MONTHS, 1997

				    (Continued)


$2,000,000, of which $977,000 was funded.  In the opinion of 
management, anticipated cash flow from operations, and additional 
funds generated from financing arrangements will provide 
sufficient funds to meet expected needs during fiscal 1998, 
including necessary working capital expansion to support 
anticipated revenue growth. The Company is in compliance with its 
financial covenants as of the end of the second quarter of 1998, 
and expects to be in compliance with these covenants for at least the next 
four quarters.

The Company is concerned about the current strike at General Motors, 
its largest customer, and the potential significant negative impact on 
its operations for the third quarter and subsequent quarters.  
Management is reviewing the situation on an on-going basis. 

Year 2000

Computers, software and other equipment utilizing microprocessors 
that use only two digits to identify a year in a date field may 
be unable to process accurately certain date-based information at 
or after the year 2000.  This is commonly referred to as the 
"Year 2000 issue," and management has assembled a task force to 
oversee the entire year 2000 process, including producing an 
inventory of issues, assessment, correction and testing, and 
implementation.  The task force is looking at critical 
operational and reporting systems, operating systems and personal 
computers, vendor compliance, manufacturing equipment compliance, 
customer coordination and other areas.  Management expects to 
have addressed most issues pertaining to the year 2000 issue by 
the beginning of fiscal 1999, although there is no guarantee it will 
be able to do so.   Based upon currently available 
information, management has no reason to believe that  its goal 
and expectation will not be met and does not anticipate that the 
cost of effecting Year-2000 compliance will have a material 
impact on the Corporation's financial condition, results of 
operations, or liquidity.

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 estimate 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, 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 in which its products are 
sold, the concentration of a substantial percentage of the 
Company's sales with a few major automotive customers, 
competition in pricing and continued globalization of the 
automotive supply base. 








				       11
<PAGE>



	 SECOND QUARTER, 1998, COMPARED WITH SECOND QUARTER, 1997



Net sales increased 4.5% to $18,510,000 from $17,706,000 a year 
ago.  The sales increase was primarily contributed by the Brite-
Line Technologies subsidiary, where sales increased significantly 
from last year.  During the quarter, Brite-Line received a surge 
in orders from new and existing customers. Brite-Line Technologies, which is 
now in the peak summer selling period, had a significant sales 
increase from the previous year, reflecting increased business 
from new and existing customers.  The Plymouth Europa 
subsidiary also increased sales significantly over the previous 
year.  Sales at Plymouth's Canton operations decreased 9.3% from 
the prior year, reflecting continuing capacity constraints. The Company 
anticipates that the installation of new equipment will gradually increase 
capacity throughout fiscal 1998.

Gross margin increased to 30.3% from 22.1% a year ago.  At 
Plymouth's operations in Canton, gross margin increased to 29.5% 
from 21.4%, due to improvements in production costs, including 
lower manufacturing spending, lower raw material prices, and 
improved production output.  At Brite-Line, the gross margin also 
improved to 38.5% from 29.5%, reflecting favorable overhead 
absorption from the increased production activity, and a 
favorable product mix.

Selling, general and administrative expenses as a percentage of 
sales decreased to 18.1% from 18.7% last year.  Lower 
commissions, freight, advertising, and selling salaries were 
offset by higher accrued profit sharing and bonus and higher 
Brite-Line samples and testing expense.   Total selling, general 
and administrative expenses at Plymouth's Canton operations and 
Plymouth Europa decreased from the prior year, while expenses 
increased at Brite-Line due to the increased activity.

Interest expense increased to $453,000 from $345,000, primarily 
because of higher loan balances to finance capital expenditures 
and operating activities.

As a result of the above factors, income before tax increased to 
$1,796,000 from $269,000 and net income increased to $1,080,000 
from $170,000.
























				       12
<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 November 28, 1997, and in 
	  Note 12 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 24,1998.

	  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

	  Joseph D. Hamilburg          748,714              210
	  C. Gerald Goldsmith          431,655                0

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

	  The ratification of the Company's Amendment to the 
	  1995 Non-Employee Directors stock option plan.

	  In Favor     Opposed     Abstain          No Vote

	  685,299       63,021        604               0

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

	  In Favor     Opposed        Abstain          No Vote

	   747,521       1,000          403               0











				       13

<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)




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




Date:      July 13, 1998
     ----------------------------




















				       14
<PAGE>


			 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 10K 
	    for the year ended November 26, 1993.

(4)(i)      Mortgage Note between Plymouth Rubber Company, Inc. 
	    and the Board of Education of Charles County, Maryland, 
	    dated November 1, 1991 -- incorporated by reference to 
	    Exhibit (2) (xiii) to the report on Form  10-Q for the 
	    Quarter Ended May 30, 1992.

(4)(ii)     Promissory Note between Plymouth Rubber Company, Inc. 
	    and Foothill Capital Corporation dated October 1, 1993 -- 
	    incorporated by reference to Exhibit (2)(i) to the report 
	    on Form 8-K with cover page dated October 1, 1993. 

(4)(iii)    Loan and Security Agreement between Plymouth Rubber 
	    Company, Inc. and Foothill Capital Corporation dated 
	    October 1, 1993 -- incorporated by reference to Exhibit 
	    (2)(ii) to the report on Form 8-K with cover page dated 
	    October 1, 1993.

(4)(iv)     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  report on Form 10-Q for the Quarter ended March 1, 1996.

(4)(v)     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 report on Form 10-Q for the 
	   quarter ended March 1, 1996.

(4)(vi)    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)(vii)   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)(viii)  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 report on Form 10-Q  
	   for the quarter ended February 25, 1997.

(4)(ix)    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 report on Form 10-Q for 
	   the quarter ended February 25, 1997.

(4)(x)     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 report on Form 10-Q for the quarter ended May 
	   30, 1997.





				       15
<PAGE>

			 PLYMOUTH RUBBER COMPANY, INC.


INDEX TO EXHIBITS
(Continued)

Exhibit
  No.        Description
-------      -----------

(4)(xi)      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 report on Form 10-Q for the 
	     quarter ended May 30, 1997.

(4)(xii)     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 report on Form 10-Q for the quarter ended 
	     May 30, 1997.

(4)(xiii)    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 report on Form 10-Q for the 
	     quarter ended May 30, 1997.

(4)(xiv)     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 report on Form 10-Q  for the quarter 
	     ended May 30, 1997. 

(4)(xv)     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 report on Form 10-Q for the quarter ended May 
	    30, 1997.

(4)(xvi)    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 report on Form 10-Q for the quarter ended 
	    May 30, 1997.

(4)(xvii)   Amendment to Master Security Agreements between Plymouth 
	    Rubber Company, Inc. and General Electric Capital Corporation
	    dated December 29, 1995 and January 27, 1997.

(4)(xviii)  Promissory Note between Plymouth Rubber Company, Inc. and 
	    General Electric Capital Corporation dated April 13, 1998.

(9)(i)      Voting Trust Agreement, as amended, relating to 
	    certain shares of Company's common stock -- incorporated 
	    by reference to Exhibit (9) of the Company's Annual Report 
	    on Form 10-K for the year ended November 26, 1993.

(9)(ii)     Voting Trust Amendment Number 6 -- incorporated by 
	    reference to Exhibit 9(ii) of the Company's Annual Report 
	    on Form 10-K for the year ended December 2, 1994. 

(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.



				       16
<PAGE>


			  PLYMOUTH RUBBER COMPANY, INC.


				INDEX TO EXHIBITS
				    (Continued)

Exhibit
  No.       Description
-------     -----------


(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.

(10)(vi)    Sales contract entered into between the Company and Kleinewefers
	    Kunststoffanlagen GmbH -- incorporated by reference to Exhibit 
	    (10)(vi) of the Company's report on Form 10-Q for the quarter 
	    ended February 28, 1997.

(11)        Not  Applicable.

(12)        Not  Applicable.

(13)        Not  Applicable.

(15)        Not  Applicable

(16)        Not  Applicable.

(18)        Not  Applicable.

(19)        Not Applicable 
(21)        Brite-Line Technologies, Inc. (incorporated in Massachusetts)
	    and Plymouth Rubber Europa, S.A. (organized under the laws of
	    Spain).

(22)        Not  Applicable.

(23)       Not Applicable.

(24)       Not  Applicable.

(27)       Financial data schedule for the six months ended May 29, 1998.

(28)       Not Applicable.

(29)       Not Applicable.










				       17
<PAGE>