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   March 3, 2000

                    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 - 1,236,303









<PAGE>

                       PLYMOUTH RUBBER COMPANY, INC.




PART  I.  FINANCIAL INFORMATION

   Item 1.  Condensed Financial Statements:                    Page No.

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

    Condensed Consolidated Statement of Comprehensive
            Income . . . . . . . . . . . . . . . . . . . . . .     3

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

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

    Notes To Condensed Consolidated Financial Statements . . .    6-10

   Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations  . . . .   11-14



PART II.  OTHER INFORMATION  . . . . . . . . . . . . . . . . .     15


































                                       1
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

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


                                              First  Quarter  Ended
                                             ------------------------
                                             March 3,         Feb. 26,
                                              2000              1999
                                             --------         --------
Revenues:
   Net sales. . . . . . . . . . . . . . .   $ 16,973         $ 16,406

Cost and expenses:
   Cost of products sold. . . . . . . . .     13,562           12,051
   Selling, general and administrative. .      3,410            3,284
                                             --------         --------
                                              16,972           15,335
                                             --------         --------
Operating income  . . . . . . . . . . . .          1            1,071
Interest expense. . . . . . . . . . . . .       (540)            (485)
Other income (expense). . . . . . . . . .        (12)              13
                                             --------         --------
Income (loss) before taxes. . . . . . . .       (551)             599
(Provision) benefit for income taxes. . .        232             (240)
                                             --------         --------
Net income (loss) . . . . . . . . . . . .       (319)             359
Retained earnings (deficit)  at beginning
   of  period . . . . . . . . . . . . . .      2,678             (444)
                                             --------         --------
Retained earnings (deficit)  at end
   of period. . . . . . . . . . . . . . .   $  2,359         $    (85)
                                             ========         ========
Per Share Data:

Basic Earnings Per Share:

     Net income (loss). . . . . . . . . .   $   (.16)        $    .17
                                             ========         ========
     Weighted average number of
        shares outstanding  . . . . . . .  2,048,456        2,081,333
                                           ==========       ==========

Diluted Earnings Per Share:

     Net income (loss). . . . . . . . . .   $   (.16)        $    .16
                                             ========         ========
     Weighted average number of
        shares outstanding  . . . . . . .  2,048,456        2,207,278
                                           ==========       ==========



See Accompanying Notes To Condensed Consolidated Financial Statements


                                       2
<PAGE>



                       PLYMOUTH RUBBER COMPANY, INC.
        CONDENSED CONSOLIDATED STATEMENT OF COMPREHRESIVE INCOME
                           (In Thousands) (Unaudited)


                                              First  Quarter  Ended
                                             ------------------------
                                             March 3,         Feb. 26,
                                               2000             1999
                                             --------         --------
Net income (loss) . . . . . . . . . . . .   $   (319)        $    359

Other comprehensive income, net of tax:
   Foreign currency translation adjustment       (34)             (35)
                                             --------         --------
Other comprehensive income  . . . . . . .        (34)             (35)
                                             --------         --------
Comprehensive income (loss) . . . . . . .   $   (353)        $    324
                                             ========         ========






































   See Accompanying Notes To Condensed Consolidated Financial Statements

                                       3
<PAGE>




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

                                             March 3,         Dec. 3,
                                              2000             1999
                                             --------         --------
                                           (Unaudited)
Assets
Current Assets:
   Cash . . . . . . . . . . . . . . . . .   $      2         $     --
   Accounts receivable. . . . . . . . . .     10,191           12,419
   Allowance for doubtful accounts  . . .       (296)            (369)

   Inventories:
     Raw materials. . . . . . . . . . . .      4,694            4,481
     Work in process  . . . . . . . . . .      2,698            2,332
     Finished goods . . . . . . . . . . .      8,059            7,661
                                             --------         --------
                                              15,451           14,474
                                             --------         --------
   Deferred tax assets, net . . . . . . .      1,580            1,580
   Prepaid expenses and
      other current assets  . . . . . . .        890              913
                                             --------         --------
   Total current assets   . . . . . . . .     27,818           29,017
                                             --------         --------
Plant Assets:
   Plant assets . . . . . . . . . . . . .     44,763           43,871
   Less: Accumulated depreciation . . . .     20,260           19,678
                                             --------         --------
   Total plant assets, net  . . . . . . .     24,503           24,193
                                             --------         --------
Other Assets:
  Deferred tax assets, net  . . . . . . .        682              678
  Other long-term assets  . . . . . . . .        987            1,027
                                             --------         --------
  Total other assets. . . . . . . . . . .      1,669            1,705
                                             --------         --------
                                            $ 53,990         $ 54,915
                                             ========         ========
Liabilities and Stockholders' Equity
Current Liabilities:
   Revolving line of credit . . . . . . .   $ 10,493         $ 11,233
   Trade accounts payable . . . . . . . .      8,154            6,827
   Accrued expenses  . . . . . .  . . . .      3,762            4,378
   Current portion of long-term borrowings     3,267            3,260
                                             --------         --------
   Total current liabilities. . . . . . .     25,676           25,698
                                             --------         --------
Long-Term Liabilities:
   Borrowings . . . . . . . . . . . . . .     10,388           10,796
   Pension obligation . . . . . . . . . .      2,499            2,546
   Other. . . . . . . . . . . . . . . . .      2,469            2,538
                                             --------         --------
   Total long-term liabilities. . . . . .     15,356           15,880
                                             --------         --------
Stockholders' Equity:
   Preferred stock  . . . . . . . . . . .         --               --
   Class A voting common stock. . . . . .        810              810
   Class B non-voting common stock  . . .      1,280            1,280
   Paid in capital. . . . . . . . . . . .      9,083            9,083
   Retained earnings. . . . . . . . . . .      2,359            2,678
   Accumulated other comprehensive. . . .       (213)            (179)
   Deferred compensation. . . . . . . . .        (66)             (76)
                                             --------         --------
                                              13,253           13,596
   Less: Treasury stock at cost . . . . .       (295)            (259)
                                             --------         --------
   Total stockholders' equity . . . . . .     12,958           13,337
                                             --------         --------
                                            $ 53,990         $ 54,915
                                             ========         ========






   See Accompanying Notes To Condensed Consolidated Financial Statements

                                       4
<PAGE>



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


                                              First  Quarter  Ended
                                             ------------------------
                                             March 3,         Feb. 26,
                                               2000            1999
                                             --------         --------
Cash flows relating to operating activities:
   Net income (loss)  . . . . . . . . . .   $   (319)        $    359
   Adjustments to reconcile net income  to
    net cash provided by (used in)
     operating activities:
      Depreciation and amortization  . .         702              607
      Amortization of deferred compensation       10               10
Changes in assets and liabilities:
   Accounts receivable . . . . . . . . . .     2,091            1,611
   Inventory . . . . . . . . . . . . . . .    (1,011)          (2,364)
   Prepaid expenses. . . . . . . . . . . .        22              150
   Other assets  . . . . . . . . . . . . .        (7)              (5)
   Accounts payable  . . . . . . . . . . .     1,361             (532)
   Accrued expenses  . . . . . . . . . . .      (604)             277
   Pension obligation. . . . . . . . . . .       (47)              23
   Other liabilities . . . . . . . . . . .       (69)             (33)
                                             --------         --------
Net cash provided by operating activities      2,129              103
                                             --------         --------
Cash flows relating to investing activities:
   Capital expenditures  . . . . . . . . .    (1,051)          (1,267)
   Sale/leaseback of plant assets. . . . .        --               93
                                             --------         --------
Net cash used in investing activities         (1,051)          (1,174)
                                             --------         --------
Cash flows relating to financing activities:
   Net decrease in revolving line of credit     (707)             (87)
   Proceeds from term debt . . . . . . . .       550            1,750
   Payments of term debt . . . . . . . . .      (732)            (435)
   Payments on capital leases. . . . . . .      (160)            (126)
   Payments on treasury stock purchase . .       (36)             (36)
                                             --------         --------
Net cash (used in) provided by
    financing activities                      (1,085)           1,066
                                             --------         --------
Effect of exchange rates on cash . . . . .         9               --
                                             --------         --------
Net change in cash . . . . . . . . . . . .         2               (5)
Cash at the beginning of the period. . . .        --               54
                                             --------         --------
Cash at the end of the period. . . . . . .  $      2         $     49
                                             ========         ========
             Supplemental Disclosure of Cash Flow Information

Cash paid for interest . . . . . . . . . .  $    543         $    487
                                             ========         ========
Cash paid for income taxes . . . . . . . .  $     72         $     58
                                             ========         ========









     See Accompanying Notes To Condensed Consolidated Financial Statements

                                       5
<PAGE>




                       PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


(1) The Company, in its opinion, has included all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation of the results for the interim periods.  The interim
financial information is not necessarily indicative of the
results that will occur for the full year.  The financial
statements and notes thereto should be read in conjunction with
the financial statements and notes for the years ended December
3, 1999, November 27, 1998, and November 28, 1997, included in
the Company's 1999 Annual Report to the Securities and Exchange
Commission on Form 10-K.

(2)   Claims under CERCLA

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

The Company received a PRP notification regarding the SRS Site in
June, 1992.  The EPA originally attributed a 1.74% share of the
aggregate waste volume at the SRS Site to the Company. Remedial
action is ongoing at the Site, and the Company is a participant
in the performing PRP group.  Largely because of "orphaned
shares," the Company recently has been contributing approximately
2.05% toward the performing PRP group's expenses. Based upon the
investigations and remedial actions conducted at the Site to
date, including a phytoremediation study, it is presently
estimated that the total cost of the cleanup at the Site will
range from approximately $25 million to $50 million. In the
accompanying consolidated financial statements as of March 3,
2000, management has accrued $484,000 as a reserve in this matter
(which is net of approximately $242,000 in payments made to date
by the Company).

The Company received a PRP notification regarding the OSL Site in
January, 1994.  In addition to numerous "SRS transshipper" PRPs
(such as the Company), EPA has named a number of other PRPs who
allegedly shipped waste materials directly to the OSL Site.
Based on EPA's asserted volume of shipments to SRS, EPA
originally attributed 4.89% of  the "SRS transshipper" PRPs'
waste volume at the OSL Site to the Company, which is a fraction
of the undetermined total waste volume at the Site.  A Record of
Decision ("ROD") was issued in September, 1994 for the first
phase of the cleanup and, in December, 1997, following mediation,
the Company contributed $140,180 (toward a total contribution by
the "SRS transshipper" PRPs of approximately  $2.5 million) in
full settlement of the first phase. At present, neither the
remedy for the second phase of the cleanup (groundwater) nor the
allocation of the costs thereof among the PRP's has been
determined.  It has been estimated that the total costs of the
second phase may range from $10 million to $50 million.
Management has accrued $337,000 in the accompanying consolidated
financial statements as a reserve against the Company's potential
future liability in this matter.






                                      6

<PAGE>



                       PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited) (Continued)

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

Claims under Massachusetts General Laws, Chapter 21E

While in the process of eliminating the use of underground
storage tanks at the Company's facility in Canton, Massachusetts,
the Company arranged for the testing of the areas adjacent to the
tanks in question--a set of five tanks in 1994 and a set of three
tanks in 1997.  The tests indicated that some localized soil
contamination had occurred.  The Company duly reported these
findings regarding each location to the Massachusetts Department
of Environmental Protection ("DEP") in 1994 and 1997
respectively, and DEP issued Notices of Responsibility under
Massachusetts General Laws Chapter 21E to the Company for each
location (RTN No. 3-11520 and RTN No. 3-15347,  respectively).
The Company has retained an independent Licensed Site
Professional ("LSP") to perform assessment and remediation work
at the two locations.  With regard to the first matter (involving
the set of five tanks), the LSP has determined that the soil
contamination appears to be confined to a small area and does not
pose an environmental risk to surrounding property or community.
With regard to the second matter (involving the set of three
tanks), a limited amount of solvent has been found in the soil in
the vicinity of the tanks; however, additional sampling is
required.  It presently is estimated that the combined future
costs to complete the assessment and remediation actions at the
two locations will total approximately $219,000, and that amount
has been accrued in the accompanying financial statements.

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



                                       7

<PAGE>



                       PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited) (Continued)


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

                      First  Quarter  Ended  March 3, 2000
      ---------------------------------------------------------------------
                                   Income            Shares       Per Share
                                 (Numerator)       (Denominator)    Amount

Basic EPS
  Income (loss) available to
         common stockholders   $   (319,000)         2,048,456    $   (.16)
                                                                    =======
  Effect of Dilutive
        Security (A) options             --                --
                                   ---------         ---------
Diluted EPS
  Income (loss) available to
     Common stockholders and
      assumed conversions      $   (319,000)         2,048,456    $   (.16)
                                   =========         =========       ======


                      First  Quarter  Ended  February 26,  1999
      ---------------------------------------------------------------------
                                   Income            Shares       Per Share
                                 (Numerator)       (Denominator)    Amount

Basic EPS
  Income available to common
         stockholders         $     359,000          2,081,333    $    .17
                                                                      ======
  Effect of Dilutive
        Security (A) options             --            125,945
                                   ---------         ---------
Diluted EPS
  Income available to common
     stockholders and assumed
      conversions             $     359,000          2,207,278    $    .16
                                   =========         =========       ======


(A) Options for 205,725 and 195,900 shares of common stock were
outstanding at March 3, 2000 and February 29, 1999,respectively,
but were not included in computing diluted earnings per share in
each of the respective periods because their effects were anti-dilutive.
In addition, options for 287,939 shares of common stock were
outstanding at March 3, 2000, but were not included in computing
diluted earnings per share because of the loss.










                                       8
<PAGE>




                       PLYMOUTH RUBBER COMPANY, INC.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited) (Continued)


(4)   On December 30, 1999 the Company entered into a new loan agreement
in the amount of $550,000 with an equipment lender to finance the
acquisition of certain equipment.  The new loan is secured by a
first interest in the equipment.

(5)   In June, 1998, the Financial Accounting Standards Board issued
FAS 133 - Accounting for Derivative Instruments and Hedging
Activities.   FAS 133 will  require the Company to record
derivative instruments, such as foreign currency hedges, on the
Consolidated Balance Sheet as assets or liabilities, measured at
fair value.   Currently, the Company treats such instruments as
off-balance-sheet items.  Gains or losses resulting from changes
in the values of those derivatives would be accounted for
depending on the specific use of each derivative  instrument  and
whether it  qualifies for  hedge  accounting  treatment as stated
in the standard.  In June, 1999, the Financial Accounting
Standards Board issued FAS 137 - Accounting for Derivative and
Similar Financial Instruments and for Hedging Activities -
Deferral of the Effective Date of FAS 133.  FAS 137 changed the
effective date for implementation of FAS 133.  FAS 133 will be
effective for the Company on December 2, 2000, the beginning of
fiscal year 2001.  The Company currently does not expect the
impact of adopting FAS 133 to be material.

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

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

The table below presents information related to Plymouth Rubber's
business segments for the three months ended March 3, 2000 and
February 26, 1999.

                                               First  Quarter  Ended
                                             ------------------------
                                              March. 3,       Feb. 26,
                                                2000            1999
                                             --------         --------
Segment sales to unaffiliated customers:
     Plymouth Tapes  . . . . . . . . . . .  $ 16,328         $ 15,717
     Brite-Line Technologies . . . . . . .       645              689
                                             --------         --------
     Consolidated net sales. . . . . . . .  $ 16,973         $ 16,406
                                             ========         ========

Segment income:
     Plymouth Tapes. . . . . . . . . . . .  $    340         $  1,542
     Brite-Line Technologies . . . . . . .      (339)            (471)
                                             --------         --------
     Consolidated operating income                 1            1,071
     Interest expense. . . . . . . . . . .      (540)            (485)
     Other, net. . . . . . . . . . . . . .       (12)              13
                                             --------         --------
     Consolidated income
         (loss) before tax . . . . . . . .  $   (551)        $    599
                                             ========         ========


                                       9
<PAGE>




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

Sales increased 3% to $16,973,000 from $16,406,000 last year. Sales at
Plymouth Tapes increased 4% to $16,328,000 from $15,717,000 last year.
Sales in most markets increased modestly, except for the automotive
market, which was approximately level with last year.  At Brite-Line
Technologies, sales decreased 6% to $645,000 from $689,000 last year,
and reflected normal seasonal slowness.

Gross margin decreased to 20.1% from 26.5% last year.  The major
contributor was Plymouth Tapes, as gross margin decreased to 20.3% from
28.6% last year.  There were two major factors contributing to the
decrease.  First, rising raw material purchase prices, primarily for
PVC resins, increased product costs when compared to last year.
Second, manufacturing and development costs were high for certain
automotive products.  Offsetting this, gross margin at Brite-Line
Technologies increased to 15.3% from negative 19.3% last year, due to
improved product mix and higher manufacturing absorption.

Selling, general and administrative expenses, as a percentage of sales,
was 20.1% and approximately level with last year at 20.0%.  At Plymouth
Tapes, selling, general and administrative expenses, as a percentage of
sales, decreased to 18.2% from 18.7% last year.  The major factor was a
decrease in professional fees of $128,000.  At Brite-Line Technologies,
selling, general and administrative expenses, as a percentage of sales,
increased to 67.9% of sales, from 49.1% last year.  The major
contributor was a $109,000 increase in professional fees, primarily for
patent litigation.

Interest expense increased $55,000 from last year, because of higher
loan balances on the revolving line of credit, offset in part by lower
balances for term debt.  Although prime-based interest rates on the
revolving line of credit were higher in 2000, they were offset by a
favorable shift in loan balances to Libor-based interest rates.

The above factors generated a pre-tax loss of $551,000, as compared to
a profit of $599,000 last year.  The net loss was $319,000 compared to
a $359,000 profit last year.

Liquidity

Cash generated from operating activities was $2.1 million in the first
quarter of 2000, as compared to $0.1 million in the first quarter of
1999.  The major factors contributing to cash from operating activities
include a reduction in accounts receivable of $2.0 million, an increase
in accounts payable of $1.4 million, and depreciation and amortization
of $0.7 million, offset in part by an increase in inventory of $1.0
million (1) to support higher levels of activity at Brite-Line, and (2)
reflecting higher raw material product costs, a decrease in accrued
expenses of $0.6 million, a net loss of $0.3 million, and a decrease in
other liabilities of $0.1 million.  This operating cash flow and cash
provided through additional term borrowings totaling $0.5 million, were
used to finance capital expenditures of $1.0 million, pay off or reduce
term debt and capital leases of $0.9 million, and reduce the revolving
line of credit balance by $0.7 million.

As of March 3, 2000, the Company had approximately $1.9 million of
unused  borrowing capacity under its $18 million line of credit with
its primary lender, after consideration of collateral limitations and
the letter of credit related to a guarantee of 80 million pesetas
(approximately $0.6 million) on a term loan agreement with a Spanish
bank syndicate.

In the opinion of management, anticipated cash flow from operations,
unused capacity under existing borrowing agreements, and additional
funds generated from a capital expenditure line of credit and/or the
sale/leaseback of capital equipment, will provide sufficient funds to
meet expected needs during fiscal 2000, including necessary working
capital expansion to support anticipated revenue growth and investments
in capital equipment, and to service its indebtedness. Although
management expects to be able to accomplish its plans, there is no
assurance that it will be able to do so.  Failure to accomplish theses
plans could have an adverse impact on the Company's liquidity and
financial position.

                                       10

<PAGE>

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

                                  (Continued)

Year 2000

Computers, software and other equipment utilizing microprocessors that
use only two digits to identify a year in a data 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."   The
Company assembled a task force to oversee the entire Year 2000 project,
which included the Company's domestic and foreign tape business and
Brite-Line, for both information technology ("IT") and non-IT systems.
The Company believed that its greatest potential risks were associated
with its IT systems and non-IT systems embedded in its operations and
infrastructure.  The task force identified five phases of the Year 2000
compliance process for the Company's IT and non-IT systems.  These
phases were 1) issue identification, 2) assessment, 3) development of
remediation plans, 4) implementation and testing and 5) contingency
planning.  These five phases were completed.

With respect to IT systems, the Company's strategy was to upgrade its
mission critical main information systems hardware and software and
other support software, and to replace a group of manufacturing support
software.  Regarding the upgrade of the main information systems
hardware and software and other support software, the implementation
and testing phase was 100% complete as of April, 1999.  Regarding the
replacement of a group of manufacturing support software, the
implementation and testing phase was 100% complete as of October 1999.

With respect to non-IT systems, the implementation phase was 100%
complete as of December 1999.  Large and critical suppliers were
selected for compliance confirmation; responses were received and no
critical problems were identified.  Separately, the Company actively
sought information and assurances of a more technical nature from
certain vendors regarding the compliance status of specific
manufacturing and information processing equipment.  In addition to
confirming compliance directly with suppliers and vendors, the Company
performed its own testing of certain purchased equipment and
information processing equipment for compliance.  The Company monitored
the status of Year 2000 compliance of its most significant customers
through direct contact, written confirmation, and by reviewing publicly
available information.

The Company developed a contingency plan for both IT and non-IT
systems, as appropriate.    The contingency plan included building
additional inventories in case of vendor supply or power interruptions,
using alternate suppliers, outsourcing to third parties, utilizing
alternative software, and reverting to manual processing of
information.

Costs incurred to date for Year 2000 have totaled approximately
$660,000 and have been expensed as incurred.  Costs included internal
employee costs and costs of external consultants, and were funded
through operating cash flows.  The Company believes there was no
material adverse impact of such costs on its long-term results of
operations, liquidity or financial position.

If the Company had not taken any of the remedial steps detailed above,
Year 2000 issues would possibly have caused significant technological
problems for the Company, disrupting business, potentially resulting in
increased costs and/or loss of business.  At this time, no
technological problems have occurred.

The worst case scenario had the Company, its customers or suppliers
been unable to adequately resolve Year 2000 issues, would have included
a temporary slowdown or abrupt stoppage of operations at one or more of
the Company's facilities due to the failure of one or more critical
processes or business systems.  Such failures could have resulted in
interruptions in manufacturing, safety and/or environmental systems;
and/or a temporary inability to receive raw materials, ship finished
products and process orders and invoices.  If such or similar scenarios
had occurred, they could, depending on their duration, have had a
material impact on the Company's results of operations and financial
position.  Such theoretical consequences are of a kind and magnitude
generally shared with other manufacturing companies.


                                       11

<PAGE>

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

                                  (Continued)

At this time, no significant Year 2000 disruptions have occurred.  The
Company will continue to monitor its IT and non-IT systems for any
possible Year 2000 issues.


Impact of New Accounting Pronouncements

In June, 1998, the Financial Accounting Standards Board issued FAS 133
- Accounting for Derivative Instruments and Hedging Activities.   FAS
133 will  require the Company to record derivative instruments, such as
foreign currency hedges, on the Consolidated Balance Sheet as assets or
liabilities, measured at fair value.   Currently, the Company treats
such instruments as off-balance-sheet items.  Gains or losses resulting
from changes in the values of those derivatives would be accounted for
depending on the specific use of each derivative  instrument  and
whether it  qualifies for  hedge  accounting  treatment as stated  in
the standard.  In June, 1999, the Financial Accounting Standards Board
issued FAS 137 - Accounting for Derivative and Similar Financial
Instruments and for Hedging Activities - Deferral of the Effective Date
of FAS 133.  FAS 137 changed the effective date for implementation of
FAS 133.  FAS 133 will be effective for the Company on December 2,
2000, the beginning of fiscal year 2001.  The Company currently does
not expect the impact of adopting FAS 133 to be material.


Safe Harbor Statement

Certain statements in this report, in the Company's press releases and
in oral statements made by or with the approval of an authorized
executive officer of the Company may constitute "forward-looking
statements" as that term is defined under the Private Securities
Litigation Reform Act of 1995.  These may include statements
projecting, forecasting or estimating Company performance and industry
trends.  The achievement of the projections, forecasts or 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, changes in interest rates, currency exchange rate
fluctuations, limits on the repatriation of funds and political
uncertainty.  Specific risks to the Company include: risk of recession
in the economies in which its products are sold, the concentration of a
substantial percentage of the Company's sales with a few major
automotive customers, and competition in pricing.


















                                       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 December 3, 1999, 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























                                       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:               April  7, 2000























                                       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 10-K for the year
ended November 26, 1993.

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

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

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

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

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

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

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

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

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

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



                                       15

<PAGE>


                       PLYMOUTH RUBBER COMPANY, INC.
                             INDEX TO EXHIBITS

                                (Continued)

Exhibit
  No.     Description

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

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

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

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

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

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

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

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

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

(4)(xx)   Promissory Note between Plymouth Rubber Company, Inc. and
General Electric Capital Corporation dated July 29, 1999 -
incorporated by reference to Exhibit (4)(xx) to the Company's
report on Form 10-Q for the quarter ended August 27, 1999.

(4)(xxi)   First Amended and Restated Schedule A - Special Provisions to
Loan and Security Agreement between Plymouth Rubber Company,
Inc., and LaSalle National Bank dated June 16, 1999.

(4)(xxii)   Promissory Note between Plymouth Rubber Company, Inc. and
General Electric Capital Corporation dated December 29, 1999


                                       16

<PAGE>


                       PLYMOUTH RUBBER COMPANY, INC.
                             INDEX TO EXHIBITS

                               (Continued)


Exhibit
  No.     Description

(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.

(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 nine months ended March 3, 2000.

(28)   Not Applicable.

(29)   Not Applicable.


                                       17

<PAGE>