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 30, 1997      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, Canton, Massachusetts                02021              
     (Address of principal executive offices)              (Zip Code)


                              (617) 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 preceding 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 -1,219,927





<PAGE> 1

                  PLYMOUTH RUBBER COMPANY, INC.


PART I.   FINANCIAL INFORMATION


          Item 1.   Financial Statements:

                    Consolidated Statement of Operations and Retained
                    Earnings (Deficit)

                    Consolidated Balance Sheet

                    Consolidated Statement of Cash Flows

                    Notes To Consolidated Financial Statements

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



PART II.  OTHER INFORMATION




<PAGE> 2

PART 1.   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)
<TABLE>
                              Second Quarter Ended        Six Months Ended  
                                 May 30,     May 31,      May 30,    May 31,
                                  1997        1996         1997       1996   
<S>                           <C>         <C> <C>      <C> <C>      <C>
Net sales                     $  17,706   $   14,566   $   32,990   $  27,878

Costs and expenses:
  Cost of products sold          13,802       10,887       25,290      21,238
  Selling, general and 
   administrative                 3,315        2,504        6,454       4,730
                                 17,117       13,391       31,744      25,968

Operating income                    589        1,175        1,246       1,910
Interest expense                   (345)        (327)        (681)       (629)
Other income (expense), net          25          (12)         (51)        (33)

Income before taxes                 269          836          514       1,248
Provision for income taxes          (99)        (217)        (203)       (324)

Net income                          170          619          311         924
Retained earnings (deficit) 
  at beginning of period         (3,407)      (4,272)      (3,548)     (4,577)

Less stock dividend                --           (843)         --         (843)

Retained earnings (deficit) 
  at end of period           $   (3,237)  $   (4,496)  $   (3,237)  $  (4,496)


Per Share Data: 

Net income                   $      .08   $      .28   $      .14   $      .41 
                                           
Weighted average number of
  shares outstanding          2,175,475    2,230,952    2,188,390    2,233,967

</TABLE>

   See Accompanying Notes To Consolidated Financial Statements

<PAGE> 3
[CAPTION]
                  PLYMOUTH RUBBER COMPANY,  INC.
                    CONSOLIDATED BALANCE SHEET 
                           (In Thousands)
                                             
<TABLE>
                                                  May 30,           Nov. 29,
                                                   1997              1996   
                                               (Unaudited)
<S>                                                <C>                <C>
ASSETS
CURRENT ASSETS 
Cash                                             $     93         $     --
Accounts receivable                                10,269             7,737
Allowance for doubtful accounts                      (300)             (174)

Inventories:  
  Raw materials                                     4,030             3,730  
  Work in process                                   1,484             1,962    
 Finished goods                                     5,784             5,633  
                                                   11,298            11,325

Deferred tax assets, net                            1,972             1,972
Prepaid expenses and other current assets             731               744  
Total current assets                               24,063            21,604

PLANT ASSETS:
  Plant assets                                     32,715            27,753
  Less: Accumulated depreciation                   20,208            17,937 
    Total plant assets, net                        12,507             9,816

OTHER ASSETS:
  Deferred tax assets, net                          2,549             2,802
  Other long-term assets                            1,307               528
                                                    3,856             3,330
  Total Assets                                   $ 40,426         $  34,750

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit                         $  5,855        $    5,189
Trade accounts payable                              5,344             5,626
Accrued expenses                                    3,845             3,664
Current portion of long-term obligations            1,714             1,538
Current portion of product warranties                 100               106
  Total current liabilities                        16,858            16,123

LONG-TERM LIABILITIES:
Borrowings                                         10,579             5,430
Pension obligation                                  3,349             3,647
Product warranties                                    628               678
Other                                               1,541             1,684
  Total long-term liabilities                      16,097            11,439

STOCKHOLDERS' EQUITY:
Preferred stock $10 par value, authorized
  500,000 shares; no shares issued and 
  outstanding                                         --                --
Class A voting common stock                           810               810
Class B non-voting common stock                     1,220             1,192
Paid in capital                                     9,081             9,086
Retained earnings (deficit)                        (3,237)           (3,548)
Cumulative translation adjustment                     (70)              --
Pension liability adjustment, net of tax             (162)             (162)
Deferred compensation                                (171)             (190)
  Total stockholders' equity                        7,471             7,188 

  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY       $ 40,426         $  34,750
</TABLE>
                         

   See Accompanying Notes To Consolidated Financial Statements

<PAGE> 4
[CAPTION]
                  PLYMOUTH RUBBER COMPANY, INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS
                  (In Thousands)     (Unaudited)

<TABLE>
                                                         Six Months Ended      
                                                     May 30,           May 31,
                                                      1997              1996  
<S>                                              <C>                <C>

Cash flows from operating activities:
  Net Income                                      $     311          $     924
   Adjustments to reconcile net income 
    to net cash provided by (used in) 
    operating activities:
      Depreciation and amortization                     734                568
      Amortization of deferred compensation              19                 19
     Foreign currency exchange loss                      79                --
      Change in valuation allowance                     --                (175)
      Changes in assets and liabilities:
       Accounts receivable                           (1,375)              (728)
       Inventory                                        277                233 
       Prepaid expenses                                  18                725 
       Other assets                                      10                (42)
       Accounts payable                                 (42)            (1,110)
       Accrued expenses                                 (34)               211 
       Pension obligation                              (298)              (179)
       Product warranties                               (56)               (48)
       Other liabilities                               (160)              (113)
  Net cash provided by (used in)
   operating activities                                (517)               285

Cash flows from investing activities:
  Capital expenditures                               (1,992)            (1,156)
  Sale/leaseback of plant assets                        --                 258
  Cash paid in connection with the 
   purchase of Cintas Adhesivas Nunez, S.A.,
   net of cash acquired of $90                       (2,219)               --
  Purchase price adjustment - Brite-Line 
   Technologies, Inc.                                  (584)               --   
  Net cash used in investing activities              (4,795)              (898)
 
Cash flows from financing activities:
  Net increase (decrease) in revolving 
   line of credit                                       441               (357) 
  Proceeds from term loan                             5,771              3,657
  Payments of term loan                                (626)            (2,563)
  Payments on capital leases                           (108)               (62)
  Payments on insurance financing                       (88)              (107)
  Proceeds from issuance of common stock                 23                 45
  Net cash provided by financing activities           5,413                613

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

         Supplemental Disclosure of Cash Flow Information

Cash paid for interest                            $     712          $     513  
Cash paid for income taxes                        $     106          $      97

         Supplemental Disclosure of Non-Cash Activities:

Assets acquired under capital lease obligations   $      --          $     433
Charge to retained earnings for stock dividend    $      --          $     843

</TABLE>
     

   See Accompanying Notes To Consolidated Financial Statements

<PAGE> 5


                  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 29,
     1996, December 1, 1995, and December 2, 1994, included in the Company's
     1996 Annual Report to the Securities and Exchange Commission on Form 
     10-K/A.

(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, which resulted in additional charges to operations during 1994
     of $325,000.  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 significantly 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 $728,000 reserve included in liabilities recorded at May 30, 1997
     is adequate provision for the Company's remaining warranty obligations.

     In December 1996, the Company entered into a purchase commitment for a
     significant piece of equipment  to be financed with a new term loan. 

     In October 1996, LB Acquisition, Inc., which was renamed Brite-Line
     Technologies, Inc., a new, wholly-owned  subsidiary of the Company, 
     acquired certain assets of Brite-Line Industries, Inc. from senior secured
     creditors.  In connection with this transaction, the Company guaranteed
     the collection of accounts receivable in the amount  of $2,100,000. On or
     about February 4, 1997, the Company paid $586,324.71 as the full and final
     balance due under this guarantee.

     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, in respect to the Superfund site known as Re-Solve,
     Inc.,  of Dartmouth,  Massachusetts,  the Company entered  into a 
     Consent Decree, which required payment by the Company of $100,000 plus
     interest over a period of five years in full settlement of the EPA claim.
     The Company has paid $84,000 and owes one payment of $16,000 in 1997.

     With respect to the second assertion against the Company under CERCLA, 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 Recovery System 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.  

<PAGE> 6

                  PLYMOUTH RUBBER COMPANY, INC.

                                 
     NOTES TO FINANCIAL STATEMENTS  (Unaudited) 


     The EPA has attributed a 1.74% share of the aggregate  waste volume to the
     Company.  The Company believes that this attribution may be overstated by
     failing to account for the portion of the gross waste volume actually
     returned to the Company.  The first phase of a remediation program is
     estimated to cost $3.6 million. The Administrative Order on Consent for
     Removal Action and Remedial Investigation/Feasibility ("RI/FS") study was
     entered on or about February 6, 1997.  Phase II of the clean-up and the
     RI/FS, is projected to cost  $2.1 million.    The most currently available
     estimate is that the 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 approximately $426,000, which is net of approximately
     $200,000 in payments made by the Company, in the accompanying consolidated
     financial statements as of May 30, 1997 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.  No actions have been
     filed by the EPA against the Company.   Therefore, while the Company is
     participating in the PRP Group, it is impossible to determine the
     Company's total ultimate liability and/or responsibility at this time.   

     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 three (3) direct shippers to the site, 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, or  to allocate a percentage to the Company in 
     relation to direct users of the OSL Site, or in relation to a combination
     of direct and indirect users of the site.  An ROD was issued in September,
     1994 for the first Phase of the clean-up, estimated to cost approximately
     $16 million. A PRP Group was formed and the Company became a participant
     in the Joint Defense Group of OSL/SRS "transshipper" PRP's and in the
     Alternative Dispute Resolution process.  This process resulted in a
     mediated settlement for the first phase of the clean up, as well as
     settlement of past costs and orphan shares.  The Company will pay $165,000
     to $190,000 in settlement of the first phase.  The settlement of the 
     second phase is currently being mediated; total costs to the SRS
     "transshipper" group are not expected to exceed approximately $15 million. 
     The Company has been notified that certain members of the "transshipper"
     PRP's, including the Company, will likely be precluded from participating
     in a mediated settlement on a "de minimis" basis at this time, pending a
     final allocation.  Based on all available information as well as its prior
     experience  management believes a reasonable estimate of its ultimate
     liability for both phases is $365,000 and has accrued this  amount in the
     accompanying consolidated financial statements as of May 30, 1997.  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 ROD and the
     joint and several liability provisions of CERCLA, and the Company's 
     ability to successfully  negotiate  an outcome  similar to its previous 
     
<PAGE> 7

                  PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued


     experience in these matters.  No actions have been currently filed by the
     EPA against the Company.  Therefore, while the Company intends to
     vigorously defend this matter, it is impossible to determine the Company's
     total liability and/or responsibility at this time.

     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.  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.  In accord with Massachusetts requirements, the
     Company notified the Massachusetts Department of Environmental Protection
     ("DEP") of the foregoing on or about August 24, 1994.   Plymouth has
     employed a licensed site professional as required by statute to
     investigate the site.  Remediation action is in process.  It is expected
     that such assessment and remediation will take several years to complete
     and that the remaining  costs for same will not exceed the additional  sum
     of approximately $185,000, which has been provided for in the accompanying
     financial statements. 
 
     On or about  January 21, 1997,  the Company  received  a Notice  of
     Responsibility  from the  Massachusetts  Department  of Environmental
     Protection, ("DEP") pursuant to M.G.L. ch. 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 conducted between 1979 and
     1981 by 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 Company has identified and management believes it may obtain a
     cost sharing agreement with a group of other potentially responsible
     parties, and is continuing to investigate and seek DEP enforcement with
     respect to the site owners and other potentially responsible parties.  In
     compliance with DEP requests and statutory requirements, the Company has
     hired a licensed site professional to perform certain technical service at
     the sites.  However, the Company has little information regarding these
     sites and its potential involvement, including the identity and
     contributions of other PRP's and the scope of the clean-up necessary, and
     therefore has not recorded any liability as of May 30, 1997.  A response
     to the Notice of Responsibility has been made and cooperative efforts,
     including  an investigation of additional PRP's and the status of the
     site, will be made. 


(3)  Checks outstanding in excess of certain cash balances totaling $811,000
     and $623,000 at May 30, 1997 and November 29, 1996, respectively, have
     been included in accounts payable.


(4)  On June 11, 1996, the Company declared a 5% stock dividend on both Class
     A (voting) and Class B (non-voting) common stock.  The dividend was paid
     in Class B shares on August 19, 1996 to shareholders of record as of June 
     24, 1996.  Retained earnings was charged for $843,000 based on a dividend
     value of $8.875 per share.  Cash was paid in lieu of fractional shares
     using the closing price of Class B common stock on June 10, 1996, and was
     less than $2,000.  

     Earnings per share have been adjusted to reflect the stock dividend
     declared.  The common shares outstanding, and the common stock
     equivalents, are shown below.

<PAGE> 8
     

                  PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued

(4)   (Continued)

     Common and Common Equivalent Shares (Primary Basis): 

                               Second Quarter Ended      Six  Months Ended  
                                  May 30,    May 31,     May 30,    May 31,
                                   1997       1996        1997       1996   

     Average shares outstanding  2,030,513  1,995,659   2,021,883  1,988,237    
     Adjustments thereto(1)(2)     144,962    235,293     166,921    245,730
     Weighted average shares 
       outstanding               2,175,475  2,230,952   2,188,390  2,233,967

     
     (1)  Adjust for options and warrants under the treasury stock method
          using average market value during the period.

     (2)  Same as (1) except using market value at the end of the period, if
          greater than the average market value during the period.

(5)  In February 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standard No. 128 ("FAS 128"), Earnings
     per Share.  FAS 128, which is effective for both interim and annual
     periods ending after December 15, 1997, requires the disclosure of basic
     and diluted earnings per share as well as certain other disclosures. 
     Basic and diluted earnings per share, as computed under the new standard,
     are not materially different from the Company's current presentation of
     primary and fully diluted earnings per share, respectively, and
     accordingly, pro forma disclosure is not presented herein.

(6)  On January 3, 1997, Plymouth Rubber Europa, S.A. a newly formed, wholly-
     owned subsidiary of the Company, acquired 100 percent of the outstanding
     shares of Cintas Adhesivas Nunez, S.A ("CANSA").  The aggregate purchase
     price of $3,100,000, which includes transaction costs, was allocated as
     follows:

          Working capital          $   320,000
          Plant assets, net          1,660,000
          Goodwill                   1,020,000
          Other                        100,000
                                   $ 3,100,000

     The accompanying financial statements include the results of operations
     and cash flows of CANSA for the five months ended May 30, 1997.  The
     impact of this acquisition was not significant.

(7)  Financial instruments with off-balance sheet risks

     During the current year, the Company began to selectively use foreign
     currency forward contracts to offset the effects of exchange rate changes
     on cash flow exposures denominated in foreign currencies.  At May 30,
     1997, the foreign currency forward contracts primarily comprise a buy
     contract relating to a firm purchase commitment with a maturity prior to
     November 28, 1997.   The buy contract, which was denominated in
     Deutschmarks, is on a notional amount of $3 million at May 30, 1997.  The
     fair value of the forward exchange contract is estimated based on quoted
     market prices from the bank, and at May 30, 1997, the Company would have
     paid approximately $179,000 to terminate the buy contract.


<PAGE> 9


                  PLYMOUTH RUBBER COMPANY, INC.


          NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued



(8)  On April 11, 1997, Plymouth Rubber Europa, S.A. a subsidiary of the
     Company, entered a term loan arrangement with a Spanish Bank syndicate in
     the original amount of 250,000,000 pesetas(approximately $1,721,000) due
     April 2007, secured by a first interest in real property and supported by
     a bank guarantee in the amount of $500,000.  Semi-annual principal
     payments of   12,500,000 pesetas (approximately $86,000), plus interest at
     the one year Madrid inter-bank market rate (MIBOR) plus 1.25%.  At May 30,
     1997, the interest rate was 6.875%.


(9)  As of May 30, 1997, the Company was in technical default with respect to
     the minimum fixed charge coverage ratio of earnings before interest,
     depreciation and taxes, compared to the current portion of long-term debt,
     capital leases and interest covenant contained in its Loan and Security
     Agreements with a major lender.  This technical default was subsequently
     waived by the lender. 

<PAGE> 10


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


   FIRST SIX MONTHS, 1997 COMPARED WITH FIRST SIX MONTHS, 1996


Net sales at $32,990,000 were up 18% compared with the first six months of 1996,
which was up 5% from same period in 1995.  The sales increase reflects sales 
from the October, 1996, and January, 1997, acquisitions now operating as Brite-
Line Technologies, Inc. and Plymouth Rubber Europa, S.A., respectively, and 
reflects continued growth in sales of tapes to the domestic automotive wire 
harnessing industry.  Sales to the domestic automotive market increased 18% 
over the prior year's first six months, and represented 46% of sales.  Small 
sales increases were attained in the other markets, with the exception of sales 
to the non-automotive OEM market, which declined 30%, due primarily to capacity
restrictions.  In February, 1997, the Company announced a two-year, $10 million
capital investment program to substantially increase the Company's manufacturing
capacity, reduce costs and improve productivity.  The largest step in the
program, accounting for over half of the planned expenditure, is a new vinyl
calender and auxiliary equipment, scheduled to be installed in the last quarter
of the current year, and to begin production in the second quarter of 1998.  

Operating income at $1,246,000 is down 35% from the corresponding period of 
1996, reflecting a one point gross margin reduction and a 14% increase in 
selling, general & administrative expenses, both pertaining to Plymouth's tradi-
tional business, and a moderate expected loss from operations of Brite-Line
Technologies, Inc. (acquired October 4, 1996), offset in part by a small
contribution from Plymouth Rubber Europa, S.A. (acquired January 3, 1997). 
Moderate losses were expected from Brite-Line operations in the first several
months of 1997 because of the cost associated with the start-up of operations 
and the highly seasonal nature of the pavement marking business.  The 
consolidated  operating income reduction reflects a 16% increase in gross 
profit, more than offset by a 36% increase in selling, general & 
administrative expenses. The $1,060,000 gross profit increase is attributable to
the higher sales volume, 75% of which was contributed by the acquisitions.  The 
gross margin decreased one half point, reflecting the parent company's less 
favorable product mix, higher raw material costs, higher plant maintenance 
expenses, and production inefficiencies related to limitations on the Company's 
production capacity.  In addition, higher indirect labor and training costs were
incurred in preparation for the Company's planned increase of its manufacturing
capacity as discussed above.

Selling expenses increased 36%, reflecting higher costs and outgoing freight,
commissions, salesmen's salaries, and foreign warehouse operations, offset in
part by a decrease in travel expenses.  General & Administrative expenses,
exclusive of the $147,000 recovery from the settlement of a lawsuit in last
year's first quarter, increased 27% over the corresponding period of the prior
year, due primarily to the addition of Brite-Line and Europa, S.A, 
administrative personnel, and increased professional fees for legal, audit and
recruitment services for the parent company.

Income before taxes at $514,000 is down 59% from the first six months of 1996,
primarily related to the $147,000 lawsuit settlement and the $664,000 reduction
in operating income.  In addition, the Company incurred increased interest
expense as a result of higher loan volume due primarily to the financing of two
acquisitions, offset in part by reduced interest rates attributable to the
replacement of the Company's primary lender on June 6, 1996.

Net income at $311,000 is down $613,000 from the first six months of the prior 
year, which included a $175,000 reversal  of Deferred Tax Valuation Allowance,
resulting in an effective income tax rate of approximately 26% in that period.

Changes in Financial Condition; Liquidity and Capital Resources

For the first six months of fiscal 1997, cash flows used in operations amounted
to $517,000, resulting primarily from net income of $311,000 and noncash charges
(depreciation and amortization) of $753,000, which were more than offset by a
$1,375,000 increase in accounts receivable, a net $298,000 contribution to the
Company's pension plan and a reduction in other current liabilities.


<PAGE> 11

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


                           (Continued)


During the first six months of 1997, the Company used $5,771,000 in proceeds 
from additional term debt and $441,000 of its revolving line of credit to (1) 
finance a $517,000 shortfall in cash provided by operations, (2) purchase Cintas
Adhesivas Nunez, S.A. (now operating as Plymouth Rubber Europa, S.A.) for
$2,219,000, (3) increase its investment in Brite-Line Technologies, Inc. by
$584,000, and (4) to purchase $1,992,000 of capital equipment.  


As of May 30, 1997, because of collateral limitations and after consideration of
the letter of credit related to the purchase of a calender and auxiliary
equipment associated therewith, the Company had approximately $1,700,000 of
unused borrowing capacity, under its $15 million line of credit with its primary
lender.  In addition, as of May 30, 1997, the Company was in technical default
with respect to the minimum fixed charge coverage ratio of earnings before
interest, depreciation and taxes, compared to the current portion of long-term
debt, capital leases and interest covenant contained in its Loan and Security
Agreements with a major lender.  This technical default was subsequently waived
by the lender. 

In the opinion of management, anticipated profits, as well as unused capacity
under existing  borrowing arrangements with the Company's primary lender will
provide sufficient funds to meet expected needs during the remainder of 1997,
including necessary working capital expansion to support anticipated moderate
sales growth and finance the planned investment in improved technology and
capital equipment.  

This quarterly report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities &
Exchange Act of 1934.  The Company's actual results could differ materially from
those set forth in the forward-looking statements.


<PAGE> 12


     SECOND QUARTER, 1997 COMPARED WITH SECOND QUARTER, 1996



Net sales at $17,706,000 were up 22% from the second quarter of 1996, which was
up 4% from the same period in 1995.  The sales increase reflects (1) a 3%
increase in Plymouth's traditional business as sales continue to be restricted
by capacity limitations, and (2) sales by the October, 1996 and January, 1997
acquisitions now operating as Brite-Line Technologies, Inc. and Plymouth Rubber
Europa, S.A., respectively.  Sales to the domestic automotive market increased
23% over the prior year's second quarter, and accounted for 46% of the quarterly
sales.  Sales to the export and the non-automotive OEM markets declined 12% and
37%, respectively.  

Operating income at $589,000 is down 50% from the prior year, as an $813,000
increase in selling, general & administrative expense more than offset the
$225,000 gross profit increase (up 6% from the corresponding quarter of the 
prior year).  The gross profit increase is the result of the higher sales 
volume, 85% of which was contributed by the acquisitions, as consolidated  
margins declined approximately three points, reflecting the parent company's 
less favorable product mix, higher raw materials costs, higher plant maintenance
expenses, and production inefficiencies related to limitations on the Company's 
production capacity.  In addition, higher labor and training costs were incurred
in preparation for the Company's planned increase of its manufacturing capacity 
as discussed above.

Selling expenses increased 42%, compared to the second quarter of 1996,
reflecting increases in outgoing freight, salesmen's salaries, travel expense,
and increased costs of foreign warehousing and distribution.  General &
Administrative expenses increased 16% over the corresponding period of the prior
year, reflecting the addition of Brite-Line and Europa, S.A., administrative
personnel, and increased professional fees pertaining to audit, legal and
recruitment, offset in part by reduced accruals pertaining to incentive
compensation and profit sharing expenses. 

Income before taxes at $269,000 is down 68% from the prior year's second 
quarter, reflecting the reduced operating income and a 6% increase in interest 
expense, offset in part a $37,000 increase in Other income.

Net income at $170,000 for the second quarter of 1997 is down $449,000 from the
second quarter of the prior year, which benefited from a $117,000 reversal of a
Deferred Tax Valuation Allowance, which resulted in an effective income tax rate
of approximately 26% in that quarter.

<PAGE> 13


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/A for its fiscal year ended
          November 29, 1996, and in Note 14 of the Notes To Financial
          Statements, contained in said Annual Report.

          Reference is made to those certain claims asserted by the United
          States Environmental Protection Agency ("EPA") and the information
          contained in Item 3 of the Company's Annual Report on Form 10-K/A
          for its fiscal year ended November 29, 1996, and in Note 14 of the
          Notes To Financial Statements contained in said Annual Report and as
          further described in Item 1 of the Company's Quarterly Report for
          the quarter ended February 28, 1997 and in Note 2 to the Financial
          Statements contained in said Quarterly Report.         

          With respect to the second assertion against the Company under
          CERCLA, concerning a General Notice of Potential Liability which was
          sent to 1,659 Potentially Responsible Parties ("PRP") including the
          Company, in June, 1992, relative to a Superfund Site known as
          Solvent Recovery System of New England ("SRS")  at a location in
          Southington, Connecticut, the Administrative Order on Consent for
          Removal Action and Remedial Investigation/Feasibility ("FI/FS") study
          was executed by the EPA on or about February 6, 1997. 

          With respect to that certain environmental matter concerning the
          Notice  of Responsibility from the  Massachusetts  Department  of
          Environmental Protection, ("DEP") pursuant to M.G.L. ch.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 received by the Company on or about January 21, 1997, the
          Company has identified and management believes it may obtain a cost
          sharing agreement with a group of other potentially responsible
          parties, and is continuing to investigate and seek DEP enforcement
          with respect to the site owners and other potentially responsible
          parties.  However, the Company has little information regarding
          these sites and its potential involvement, including the identity
          and contributions of other PRP's and the  scope of whatever  clean-
          up may be  necessary, and  therefore  has not recorded any liability
          as of May 31, 1997.  A response to the Notice of Responsibility has
          been made and cooperative efforts, including  an investigation of
          additional PRP's and limited sampling of wells at these sites, have
          been undertaken by the Company.
 
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 25, 1997. 

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

               Nominee                  In Favor       Opposed                  
          Maurice J. Hamilburg          709,457          3,200        
          Duane E. Wheeler 
     

<PAGE> 14
 
PART II.  OTHER INFORMATION
          (Continued)


Item 4
(Cont.)
          The results on the voting of the following additional items were as
          follows:
                   
          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

          710,657         2,000            0              0

Item 5.   Other Information

          Not Applicable

Item 6.   Exhibits and Reports on Form 8-K

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










                            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)




                                                  D. E. Wheeler                
                                                  D. E. Wheeler       
                                             Vice President - Finance    




Date:        July 18, 1997         




 



                  PLYMOUTH RUBBER COMPANY, INC.

                        INDEX TO EXHIBITS


      (a) Exhibits:
 
           Exhibit No.                      Description                       


           (2)      Not Applicable.

           (3)(i)   Not Applicable.
 
           (4)(i)   Promissory Note between Plymouth Rubber Company, Inc.
                    and Thrift Institution Fund For Economic Development
                    dated June 14, 1989 -- incorporated by reference to
                    Exhibit (4)(iii) to report on Form 10-Q for the quarter
                    ended May 27, 1994.

           (4)(ii)  Loan and Security Agreement between Plymouth Rubber
                    Company, Inc., and Thrift Institution Fund For Economic
                    Development dated June 14, 1989 -- incorporated by
                    reference to Exhibit (4)(iv) to report on Form 10-Q for
                    the quarter ended May 27, 1994.

           (4)(iii) 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 Report on Form 10-Q for the Quarter
                    ended May 30, 1992.

           (4)(iv)  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)(v)   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)(vi)  Amendment to Promissory Note between Plymouth Rubber
                    Company, Inc., and Thrift Institutions Fund For Economic
                    Development dated November 30, 1993 -- incorporated by
                    reference to Exhibit (4)(x) to Report on 10-K for the
                    year ended November 26, 1993.

           (4)(vii) Promissory Note between Plymouth Rubber Company, Inc.
                    and General Electric Capital Corporation dated December
                    29, 1995.

           (4)(viii)Master Security Agreement between Plymouth Rubber
                    Company, Inc. And General Electric Capital Corporation
                    dated December 29, 1995.

           (4)(ix)  Demand Note 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)(x)   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)(xi)  Amendment to Master Security Agreement between Plymouth
                    Rubber Company, Inc. and General Electric Capital
                    Corporation dated February 19, 1997.
     
          


                  PLYMOUTH RUBBER COMPANY, INC.

                        INDEX TO EXHIBITS


      (a) Exhibits:
 
           Exhibit No.                      Description                       

           (4)(xii) 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 28, 1997.

           (4)(xiii)Demand Note between Brite-Line Technologies, Inc. and
                    LaSalle National Bank dated February 25, 1997.

           (4)(xiv) Loan and Security Agreement between Brite-Line
                    Technologies, Inc. and LaSalle National Bank dated
                    February 25, 1997.

           (4)(xv)  Continuing Unconditional Guaranty between Brite-Line
                    Technologies, Inc. and LaSalle National Bank dated
                    February 25, 1997.

           (4)(xvi) Amendment to Loan and Security Agreement between
                    Plymouth Rubber Company, Inc. and LaSalle National Bank
                    dated May 7, 1997.

           (4)(xvii)Continuing Unconditional Guaranty between Plymouth
                    Rubber Company, Inc. and LaSalle National Bank dated
                    March 20, 1997.

           (4)(xviii)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.

           (4)(xix) 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.

          (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.

     






                  PLYMOUTH RUBBER COMPANY, INC.

                        INDEX TO EXHIBITS
                           (Continued)


      (a) Exhibits:
 
           Exhibit No.                      Description                       



          (10)(vi)  Sales contract entered into between the Company and
                    Kleinewefers Kunststoffanlangen 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

          (15)      Not applicable

          (18)      Not applicable

          (19)      Not applicable

          (22)      Not applicable

          (23)      Not applicable

          (24)      Not applicable

          (27)      Financial data schedule six months ended May 30, 1997.