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 February 27, 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 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 - 1,263,464
				     =========
<PAGE>

			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. .        5-8

   Item 2.  Management's Discussion and Analysis of Financial 
	    Condition and Results of Operations . . . . . . . . .        9-10



PART II.  OTHER INFORMATION                                               11

















				       1

<PAGE>
 

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
[CAPTION]

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

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


						     First  Quarter  Ended
						     Feb. 27,        Feb. 28,
						       1998            1997 
<TABLE>
<S>                                              <C>             <C>
Net Sales . . . . . . . . . . . .. . . . . . .   $    14,464     $    15,284
						     =======         =======
Cost and Expenses:
   Cost of products sold . . . . . . . . . . .        11,708          11,488
   Selling, general and administrative.  . . .         3,026           3,139
						     -------         -------
						      14,734          14,627
						     -------         -------
Operating income (loss). . . . . . . . . . . .          (270)            657
Interest expense . . . . . . . . . . . . . . .          (398)           (336)
Other expense. . . . . . . . . . . . . . . . .           (25)            (76)
						     -------         -------
Income (loss) before taxes . . . . . . . . . .          (693)            245
Benefit (provision) for income taxes . . . . .           270            (104)
						     -------         -------          
Net income (loss). . . . . . . . . . . . . . .          (423)            141
Retained earnings (deficit) at beginning of  
  period                                              (2,282)         (3,548)
						     -------         -------
Retained earnings (deficit) at end of period .   $    (2,705)    $    (3,407)
						     =======         =======

Per Share Data:

Basic Earnings Per Share:

Net Income (loss). . . . . . . . . . . . . . .   $      (.21)    $       .07  
						      ======           =====
Weighted average number of shares outstanding      2,054,758       2,004,095
						   =========       =========

Diluted Earnings Per Share:

Net Income (loss). . . . . . . . . . . . . . .   $      (.21)    $       .06
						      ======           =====
Weighted average number of shares outstanding      2,054,758       2,197,883
						   =========       =========
</TABLE>






	See Accompanying Notes To Consolidated Financial Statements


					2

<PAGE>
[CAPTION]

			PLYMOUTH RUBBER COMPANY, INC.
			CONSOLIDATED BALANCE SHEET
				(In Thousands)
							
						     Feb. 27,        Nov. 28,
						      1998             1997
						  (Unaudited)
<TABLE>
<S>                                              <C>             <C>
ASSETS
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . .   $         6     $        12
Accounts receivable. . . . . . . . . . . . . .        10,598          10,347
Allowance for doubtful accounts  . . . . . . .          (405)           (314)

Inventories:
    Raw materials. . . . . . . . . . . . . . .         3,371           3,772
    Work in process. . . . . . . . . . . . . .         1,493           1,472
    Finished goods . . . . . . . . . . . . . .         5,618           5,208
						     -------         -------
						      10,482          10,452
Deferred tax assets, net . . . . . . . . . . .         1,849           1,689
Prepaid expenses and other current assets  . .           814             873 
						     -------         -------
    Total current assets . . . . . . . . . . .        23,344          23,059   

PLANT ASSETS:
Plant assets . . . . . . . . . . . . . . . . .        36,820          35,390
Less:   Accumulated depreciation . . . . . . .        18,390          18,049   
						     -------         -------
    Total plant assets, net. . . . . . . . . .        18,430          17,341   
						     -------         -------
OTHER ASSETS:
Deferred tax assets, net . . . . . . . . . . .         2,463           2,346
Other long-term assets . . . . . . . . . . . .         1,281           1,318  
						     -------         -------
						       3,744           3,664
						     -------         -------
    Total Assets                                 $    45,518     $    44,064
						     =======         =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit . . . . . . . . . . .   $    10,555     $     8,221
Trade accounts payable . . . . . . . . . . . .         6,277           6,034
Accrued expenses. . . . . . .  . . . . . . . .         3,089           3,212
Current portion of long-term borrowings. . . .         2,262           2,138
Current portion of product warranties. . . . .           160             160
						     -------         -------
    Total current liabilities                         22,343          19,765
						     -------         -------
LONG-TERM LIABILITIES:
Borrowings . . . . . . . . . . . . . . . . . .         9,274           9,874
Pension obligation . . . . . . . . . . . . . .         3,249           3,358
Product warranties . . . . . . . . . . . . . .           491             516
Other .  . . . . . . . . . . . . . . . . . . .         2,146           2,110  
						     -------         -------
    Total long-term liabilities                       15,160          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). . . . . . . . . .        (2,705)         (2,282)
Cumulative translation adjustment. . . . . . .          (114)            (91)
Pension liability adjustment, net of tax . . .          (145)           (145)
Deferred compensation. . . . . . . . . . . . .          (142)           (152)
						     -------         -------
						       8,015           8,441
						     -------         -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $    45,518     $    44,064
						     =======         =======
</TABLE>        
	See Accompanying Notes To Consolidated Financial Statements
				      
					3
<PAGE>
[CAPTION]

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


						      First  Quarter  Ended                         
						     Feb. 27,        Feb. 28,
						       1998            1997

<TABLE>
<S>                                              <C>             <C>
Cash flows relating to operating activities:
    Net Income (loss). . . . . . . . . . . . .   $      (423)    $       141
      Adjustments to reconcile net income (loss)  
	to net cash used in operating activities:
	    Depreciation and amortization. . .           414             339
	    Amortization of deferred compensation         10               9
	    Deferred income tax benefit. . . .          (273)             --
    Changes in assets and liabilities:
	    Accounts receivable. . . . . . . .          (198)             12
	    Inventory. . . . . . . . . . . . .           (44)           (129)
	    Prepaid expenses . . . . . . . . .            58             (25)
	    Other assets . . . . . . . . . . .           (16)            (20)
	    Accounts payable . . . . . . . . .           265            (477)
	    Accrued expenses . . . . . . . . .          (179)            (52)
	    Pension obligation . . . . . . . .            36            (140)
	    Product warranties . . . . . . . .           (25)            (25)
	    Other liabilities. . . . . . . . .            36            (137)
						     -------         -------
Net cash used in operating activities                   (339)           (504)
						     -------         -------      
Cash flows relating to investing activities:
    Capital expenditures . . . . . . . . . . .        (1,532)         (1,145)
    Acquisition of Cintas Adhesivas Nunez, S.A.,
      net of cash acquired of $90. . . . . . .            --          (2,235)
    Acquisition of certain assets of Brite-Line
      Industries, Inc. . . . . . . . . . . . .            --            (597)
						     -------         -------
Net cash used in investing activities                 (1,532)         (3,977)
						     -------         -------
Cash flows relating to financing activities:
    Net increase in revolving line of credit           2,333             877
    Proceeds from term loan. . . . . . . . . .           --            4,050
    Payments of term loan. . . . . . . . . . .          (325)           (313)
    Payments on capital leases . . . . . . . .           (97)            (53)
    Payments on insurance financing. . . . . .           (65)            (66)
    Proceeds from issuance of common stock . .            10              23  
						     -------         -------
Net cash provided by financing activities              1,856           4,518
						     -------         -------
Effect of exchange rates on cash . . . . . . .             9              (7)
						     -------         -------
Net change in cash . . . . . . . . . . . . . .            (6)             30
Cash at the beginning of the period. . . . . .            12              -- 
						     -------         -------
Cash at the end of the period. . . . . . . . .   $         6     $        30
						     =======         =======
Supplemental Disclosure of Cash Flow Information

Cash paid for interest. . . . . . . . .  . . .   $       480     $       343
						     =======         =======
Cash paid for income taxes . . . . . . . . . .   $        --     $         1
						     =======         =======
</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 currently aggregating approximately $721,000 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 $651,000 reserve recorded at February 27, 
	1998 is adequate provision for the Company's remaining warranty 
	obligations.

	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.

	The United States Environmental Protection Agency (EPA) has asserted 
	three (3) 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 one 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 Solvent Recover Service of 
	New England ("SRS") at a location in Southington, Connecticut, concern-
	ing 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 




					5
<PAGE>


			PLYMOUTH RUBBER COMPANY, INC.


	NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


	net of approximately $215,000 in total payments made by the Company, in 
	the accompanying consolidated financial statements as of February 27, 
	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.

	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 soil from 
	the SRS Site to the OSL Site.  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.  Therefore, should the Company choose to continue to participate 
	in the PRP Group for the second phase, it is probable its payment to 
	obtain a complete release will be greater than a de minimis parties' 
	settlement.  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 February 27, 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 it previous experience in these matters. 

	In addition, in the process of preparing to eliminate the use of certain 
	underground storage tanks located at the Company's manufacturing 
	facility, 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.  Accord-
	ing 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 surround-
	ing 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 $267,000, which has been provided for in the 
	accompanying financial statements.


					6

<PAGE>


			PLYMOUTH RUBBER COMPANY, INC.


	NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)


	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, 1997, 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 
	twenty 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").  Sampling at the Dartmouth site is in process.  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 February 27, 1998, 
	no reserves have been provided in the accompanying financial statements.

	Pursuant to the Company's compliance with EPA and Massachusetts 
	regulations concerning 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.  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.
















					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.

					 First Quarter Ended February 27, 1998
					 -------------------------------------
					   Income        Shares      Per Share
					 (Numerator)  (Denominator)    Amount

	Basic EPS
	 Loss available to common
	   stockholders                  $ (423,000)    2,054,758     $  (.21)
								       =======
	 Effect of Dilutive Security (A)
	   options                               --            --      
					   ---------    ---------
	Diluted EPS 
	 Loss available to common 
	   stockholders and assumed             
	   conversions                   $ (423,000)    2,054,758     $  (.21)
					   =========    =========      =======

					 First Quarter Ended February 28, 1997
					 -------------------------------------
					   Income        Shares      Per Share
					 (Numerator)  (Denominator)    Amount

	Basic EPS 
	 Income available to common
	   stockholders                  $  141,000     2,004,095     $   .07
								       =======
	 Effect of Dilutive Security (A)
	   options                               --       193,788 
					  ---------     ---------
	Diluted EPS 
	 Income available to common 
	   stockholders and assumed
	   conversions                   $  141,000     2,197,883     $   .06
					   ========     =========      =======

(A) Options for 154,160 and 86,425 shares of common stock were outstanding at 
    February 27, 1998 and February 28, 1997, respectively, but were not included
    in computing diluted earnings (loss) per share in each of the respective 
    periods because their effects were antidilutive.






					8

<PAGE>

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


Consolidated net sales decreased 5% to $14,464,000 from $15,284,000 for the same
period in 1997.  Sales in Plymouth's core business decreased 10%, primarily 
because of the production of automotive tapes which, because of capacity 
limitations, displaced the sale of other products which have higher sales 
dollars per machine hour.  In addition, some of the automotive production 
replenished inventories, which did not generate sales during the time period.  
Compared to the first quarter of 1997, sales to the domestic automotive market 
were up 2%, and sales to most of the other markets were down.  The Company 
anticipates that the installation of new equipment will gradually increase 
capacity throughout fiscal 1998.  Partially offsetting the core business sales 
decrease, Brite-Line Technologies, Inc. sales were up 11% from the first quarter
of 1997, and Plymouth Europa, S.A. sales were up from the first quarter of 1997,
as this subsidiary generated sales for only part of the prior year's quarter.

Cost of products sold as a percentage of  consolidated sales increased from 
75.2% in the first quarter of 1997 to 80.9% in the first quarter of 1998.  
Plymouth's core business  was the primary contributor as cost of products sold 
increased from 75.0% in 1997 to 79.8% in 1998, reflecting the lower sales and 
production volumes, which resulted in production volume variances and higher 
product costs on a percentage basis.  Brite-Line also contributed to the 
increase in cost of products sold as production volumes decreased from 1997 
to 1998, despite an increase in sales, and some higher cost inventory was sold.
Plymouth Europa also contributed to the increase in cost of products sold as a 
percentage of sales as some lower margin products were sold in the first quarter
of 1998.

Selling, general and administrative expenses decreased from $3,139,000 in 1997 
to $3,026,000 in 1998.  The primary contributor to the reduction was Plymouth's 
core business where first quarter 1998 selling salaries, commissions, freight, 
and advertising expenses decreased from the prior year.  Brite-Line also 
contributed to the reduction, while Plymouth Europa's selling, general and 
administrative expenses for the first quarter of 1998 increased from the prior 
year, reflecting a full quarter of operations.

Interest expense increased from $336,000 in 1997 to $398,000 in 1998, primarily 
because of higher loan activity to support capital expenditures and operating 
activities.  As a result of the above factors, profit before tax decreased from 
$245,000 in 1997 to a loss of $693,000 in 1998.  After a tax benefit of $270,000
in 1998, the net loss was $423,000, as compared to a profit of $141,000 in 1997.

Cash used in operations was $339,000 in the first quarter of 1998 as compared 
to $504,000 used in 1997.  The main contributors to the use of cash were the net
loss of $423,000, an increase in the deferred income tax benefit of $273,000, 
an increase of accounts receivable of $198,000, and a reduction of accrued 
expenses of $179,000, offset by depreciation and amortization of $414,000 and 
an increase of $265,000 in accounts payable.  Cash flows for investing and 
financing for the first quarter of 1998 included the use of $2,333,000 from 
the revolving line of credit to finance capital expenditures of $1,532,000, and 
pay down term debt of $325,000.  The revolving line of credit was used to 
finance the capital expenditures on an interim basis until the refinance of 
existing equipment and the capital expenditure line of credit is completed.

As of February 27, 1998, because of collateral limitations and after consider-
ation of a letter of credit related to the final payment on the purchase of the 
new vinyl calender and auxiliary 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 fully utilized its current borrowing capacity, under 
its $15 million line of credit with its primary lender.  In the opinion of 
management, anticipated cash flow from operations, and additional funds 
generated from anticipated 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



					9

<PAGE>



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

				(Continued)


currently in the final stages of refinancing both its existing equipment and a 
capital expenditure line of credit with one of its lenders, and anticipates 
completion by the end of April, 1998.  The Company has also successfully   
negotiated revised financial covenants with one of its lenders and is in com-
pliance with these covenants as of the end of the first quarter of 1998.  Based
upon current projections, the Company expects to be in compliance with these 
covenants for the remainder of the year.

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, 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 globali-
zation of the automotive supply base resulting in new competition in certain 
locations.



				10


<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 

		Not Applicable


Item 5.         Other Information

		None


Item 6.         Exhibits and Reports on Form 8-K

		(a) Exhibits:  See Index to Exhibits

		(b) Not Applicable 




















				11


<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:  April 13, 1998
















				12

<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 10-K 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.



					13

<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.

(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.

(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.



					14

<PAGE>



			PLYMOUTH RUBBER COMPANY, INC.

				INDEX TO EXHIBITS
				   (Continued)


Exhibit
  No.     Description

(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)      Consent of Independent Accountants.

(23)      Not Applicable.

(24)      Not Applicable.

(27)      Financial data schedule for the quarter ended February 27, 1998.

(28)      Not Applicable.

(29)      Not Applicable.














					15