SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                FORM 10-Q


              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934



   For Quarter Ended  February 26, 1999   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 -  1,267,014












                     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 Balance Sheet . . . . . .       3

              Condensed Consolidated Statement of Cash Flows. .      4

              Notes To Condensed Consolidated Financial 
               Statements . . . . . . . . . . . . . . . . . . .     5-9

        Item 2.  Management's Discussion and Analysis of Financial 
               Condition and Results of Operations. . . . . . .    10-13



PART II.  OTHER INFORMATION                                          14







































                                       1




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

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

<CAPTION>
                                                        First  Quarter  Ended
                                                     -------------------------
                                                     Feb.  26,     Feb.  27,
                                                        1999          1998  
                                                     ----------     ----------
<S>                                                  <C>            <C>
Revenues:
     Net sales. . . . . . . . . . . . . . . . .      $   16,406     $   14,464 
                                                     ----------     ----------

Cost and expenses:
     Cost of products sold      . . . . . . . .          12,051         11,708 
     Selling, general and administrative  . . .           3,284          3,026 
                                                     ----------     ----------
                                                         15,335         14,734
                                                     ----------     ----------

Operating income (loss) . . . . . . . . . . . .           1,071           (270)
Interest expense. . . . . . . . . . . . . . . .            (485)          (398)
Other income (expenses) . . . . . . . . . . . .              13            (25)
                                                     ----------     ----------

Income (loss)  before taxes . . . . . . . . . .             599           (693)
(Provision) benefit for income taxes. . . . . .            (240)           270
                                                     ----------     ---------- 
                                   
Net income (loss). . . . . . . . .  . . . . . .             359           (423)
Retained earnings (deficit)  at beginning
   of  period . . . . . . . . . . . . . . . . .            (444)        (2,282) 
                                                      ----------     ----------
Retained earnings (deficit) at end of period. .      $      (85)    $   (2,705)
                                                      ==========     ==========


Per Share Data:

Basic Earnings Per Share:

     Net income (loss). . . . . . . . . . . . .      $      .17     $     (.21)
                                                     ==========     ==========
     Weighted average number of 
        shares outstanding. . . . . . . . . . .       2,081,333      2,054,758 
                                                     ==========     ==========


Diluted Earnings Per Share:

     Net income (loss). . . . . . . . . . . . .      $      .16     $     (.21)
                                                     ==========     ==========
     Weighted average number of 
        shares outstanding. . . . . . . . . . .       2,207,278      2,054,758
                                                     ==========     ==========

</TABLE>


      See Accompanying Notes To Condensed Consolidated Financial Statements


                                       2


<TABLE>
                              PLYMOUTH RUBBER COMPANY, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (In Thousands)
<CAPTION>
                                                       Feb 26,       Nov. 27,
                                                        1999           1998
                                                     ----------     ----------
                                                    (Unaudited)
<S>                                                  <C>            <C>
Assets
Current Assets:
      Cash. . . . . . . . . . . . . . . . . . .      $       49     $       54
      Accounts receivable . . . . . . . . . . .          11,328         13,077
      Allowance for doubtful accounts . . . . .            (466)          (544)

      Inventories:
          Raw materials . . . . . . . . . . . .           4,021          3,800
          Work in process . . . . . . . . . . .           2,667          1,968
          Finished goods. . . . . . . . . . . .           6,623          5,202
                                                     ----------     ----------
                                                         13,311         10,970
                                                     ----------     ----------

     Deferred tax assets, net . . . . . . . . .           1,542          1,542
     Prepaid expenses and other current assets.             757            908 
                                                     ----------     ----------
                Total current assets. . . . . .          26,521         26,007 
                                                     ----------     ----------

Plant Assets:
     Plant assets . . . . . . . . . . . . . . .          40,514         39,384
     Less:   Accumulated depreciation . . . . .          18,334         17,821
                                                     ----------     ----------
                Total plant assets, net . . . .          22,180         21,563 
                                                     ----------     ----------

Other Assets:
     Deferred tax assets, net . . . . . . . . .           1,688          1,882
     Other long-term assets . . . . . . . . . .           1,190          1,249  
                                                     ----------     ----------
           Total other assets . . . . . . . . .           2,878          3,131
                                                     ----------     ----------
                                                     $   51,579     $   50,701
                                                     ==========     ==========
Liabilities and Stockholders' Equity
Current Liabilities:
     Revolving line of credit . . . . . . . . .      $   10,005     $   10,117
     Trade accounts payable . . . . . . . . . .           5,535          6,090
     Accrued expenses. . . . . . .  . . . . . .           4,406          4,220
     Current portion of long-term borrowings. .           2,787          2,834
                                                     ----------     ----------
               Total current liabilities. . . .          22,733         23,261
                                                     ----------     ----------

Long-Term Liabilities:
     Borrowings . . . . . . . . . . . . . . . .          12,773         11,527
     Pension obligation . . . . . . . . . . . .           2,744          2,849
     Other .  . . . . . . . . . . . . . . . . .           2,510          2,543  
                                                     ----------     ----------
               Total long-term liabilities. . .          18,027         16,919
                                                     ----------     ----------

Stockholders' Equity:                           
     Preferred stock  . . . . . . . . . . . . .             --             -- 
     Class A  voting common stock . . . . . . .             810            810
     Class B non-voting common stock  . . . . .           1,275          1,275
     Paid in capital. . . . . . . . . . . . . .           9,077          9,077
     Retained earnings (deficit)  . . . . . . .             (85)          (444)
     Accumulated other comprehensive 
         income (loss). . . . . . . . . . . . .            (104)           (69)
     Deferred compensation. . . . . . . . . . .            (104)          (114)
                                                     ----------     ----------
                                                         10,869         10,535
     Less:  Treasury stock at cost. . . . . . .             (50)           (14)
                                                     ----------     ----------
                Total stockholders' equity. . .          10,819         10,521
                                                     ----------     ----------
                                                     $   51,579     $   50,701
                                                     ==========     ==========
</TABLE>

     See Accompanying Notes To Condensed Consolidated Financial Statements

                                       3


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

<CAPTION>
                                                        First  Quarter  Ended 
                                                      -------------------------
                                                       Feb. 26,      Feb. 27,
                                                         1999          1998
                                                      ----------     ----------

<S>                                                  <C>            <C>
Cash flows relating to operating activities:
    Net income (loss) . . . . . . . . . . . . . . .  $      359     $     (423)
      Adjustments to reconcile net income  to 
           net cash provided by (used in)operating 
           activities:
             Depreciation and amortization . . . . .        607            414
             Amortization of deferred compensation .         10             10
             Deferred income tax benefit . . . . . .         --           (273)
     Changes in assets and liabilities:
             Accounts receivable . . . . . . . . . .      1,611           (198)
             Inventory . . . . . . . . . . . . . . .     (2,364)           (44)
             Prepaid expenses. . . . . . . . . . . .        150             58
             Other assets. . . . . . . . . . . . . .         (5)           (16)
             Accounts payable. . . . . . . . . . . .       (532)           265
             Accrued expenses  . . . . . . . . . . .        277           (244)
             Pension obligation. . . . . . . . . . .         23             36
             Product warranties. . . . . . . . . . .         --            (25)
             Other liabilities . . . . . . . . . . .        (33)            36
                                                      ----------     ----------
Net cash provided by (used in) operating activities         103           (404)
                                                      ----------     ----------

Cash flows relating to investing activities:
     Capital expenditures. . . . . . . . . . . . . .     (1,267)        (1,532)
     Sale/leaseback of plant assets. . . . . . . . .         93             -- 
                                                      ----------     ----------
Net cash used in investing activities                    (1,174)        (1,532)
                                                      ----------     ----------

Cash flows relating to financing activities:
     Net increase in revolving line of credit. . . .        (87)         2,333
     Proceeds from term debt . . . . . . . . . . . .      1,750             --
     Payments of term debt . . . . . . . . . . . . .       (435)          (325)
     Payments on capital leases. . . . . . . . . . .       (126)           (97)
     Payments on treasury stock purchase . . . . . .        (36)            --
     Proceeds from exercise of options . . . . . . .         --             10  
                                                      ----------     ---------- 
Net cash provided by financing activities                 1,066          1,921
                                                      ----------     ----------
Effect of exchange rates on cash. . . . . . . . . .          --              9
                                                      ----------     ----------
Net change in cash. . . . . . . . . . . . . . . . .          (5)            (6)
Cash at the beginning of the period . . . . . . . .          54             12 
                                                      ----------     ----------
Cash at the end of the period . . . . . . . . . . .  $       49     $        6
                                                      ==========     ==========

                  Supplemental Disclosure of Cash Flow Information

Cash paid for interest. . . . . . . . . . . . . . .  $      487     $      480
                                                      ==========     ==========
Cash paid for income taxes. . . . . . . . . . . . .  $       58     $       --
                                                      ==========     ==========
</TABLE>






     See Accompanying Notes To Condensed Consolidated Financial Statements

                                       4




                               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 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 27, 1998, November 28, 1997, 
and November 29, 1995, included in the Company's 1998 Annual Report to the 
Securities and Exchange Commission on Form 10-K.

(2) 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 PRP's, 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 the recently 
completed 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 
February 26, 1999, 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" PRP's (such as the Company), EPA has 
named a number of other PRP's 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" PRP's waste volume at 
the OSL Site to the Company, which is an undetermined fraction of the 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" PRP's 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.

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, 



                                       5





                              PLYMOUTH RUBBER COMPANY, INC.

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


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 $325,000, 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 
PRP's, 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 PRP's.  A group of PRP's, including the Company, has retained an LSP to 
conduct groundwater investigations at both sites.  Those investigations are 
still in progress, and until additional data is gathered, it is not possible 
to reasonably estimate the extent of the problem, the costs of any 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.














                                       6




                              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 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 
                                      ==========      ==========     =========


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

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

Diluted EPS 
   Loss available to common 
     stockholders and assumed
      conversions                      $(423,000)      2,054,758      $  (.21) 
                                        =========      ==========     ========

(A) Options for 195,900 and 154,160 shares of common stock were outstanding at 
    February 26, 1999 and February 27, 1998, respectively, but were not 
    included in computing diluted earnings per share in each of the respective 
    periods because their effects were anti-dilutive.  Options for 233,642 
    shares of common stock were outstanding at February 27, 1998, but were not 
    included in computing diluted earnings per share because of the loss.











                                       7




                              PLYMOUTH RUBBER COMPANY, INC.
 
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited) (Continued)



(4)  During the first quarter of fiscal 1999 the Company adopted Statement 
     of Financial Accounting Standards No. 130 - Reporting Comprehensive 
     Income.  FAS 130 requires that certain financial activity typically 
     disclosed in stockholders' equity be reported in the financial 
     statements as an adjustment to net income in determining comprehensive 
     income.

     The following table presents comprehensive income for the  quarters 
     ended February 26, 1999 and February 27, 1998.

                                                     Feb. 26,      Feb. 27,
                                                      1999          1998
                                                     --------     --------

Net income (loss) . . . . . . . . . . . . . . . . .   $   359      $  (423)
Other comprehensive income (loss):
     Foreign currency translation adjustments . . .       (35)         (23)
                                                      -------      -------
Comprehensive income (loss)                           $   324      $  (446)
                                                      =======      =======


(5) On February 19, 1999 the Company amended its  revolving line of credit and 
    real estate term loan agreement with its primary lender. The loan amendment 
    increases the maximum borrowing amount from $15 million to $18 million, 
    increases the real estate term loan from $1.25 million to $3.0 million, 
    and lowers the borrowing rate from prime plus 1/4% to prime.  In addition, 
    the Company has the option to convert part or all of its loan balances at 
    variable rates to 30, 60, 90 or 180 day contracts at a fixed rate of LIBOR 
    plus 2%.  The amendment is effective June 2, 1999 (except for the real 
    estate loan increase which was effective February 26, 1999) and extends the 
    agreement by three years to June 2, 2002.  The term loan calls for monthly 
    interest only payments through June, 1999, and interest plus monthly 
    principal payments of $50,000, beginning July, 1999.

(6) Impact of New Accounting Pronouncements     

    In June, 1997, the Financial Accounting Standards Board issued FAS 131 - 
    Disclosures about Segments of an Enterprise and Related Information.  FAS 
    131 requires the reporting of selected segment information in quarterly 
    and annual reports.  Information from operating segments is derived from 
    methods used by the Company's management to allocate resources and measure 
    performance.  The Company is required to disclose profit/loss, revenues and 
    assets for each segment identified, including  reconciliations of these 
    items to consolidated totals.  The Company is also required to disclose the 
    basis for identifying the segments and the types of products and services 
    within each segment.  FAS 131 is effective for the Company for the fiscal 
    year ended December 3, 1999, and quarterly beginning in fiscal 2000, 
    including the restatement of prior periods reported consistent with this 
    pronouncement, if practicable.  The Company expects to have two reportable 
    segments, the tape business and the highway marking tape business.

    In February, 1998, the Financial Accounting Standards Board issued FAS 132- 
    Employer's Disclosure About Pensions and Other Postretirement Benefits.  
    FAS 132 revises employers' disclosures about pension and other postretire-
    ment benefit plans.  The Company will adopt the provisions of FAS 132 in 
    fiscal 1999, and does not anticipate any significant impact on its 
    Financial Statements from this adoption.




                                       8  



                              PLYMOUTH RUBBER COMPANY, INC.

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



    In June, 1998, the Financial Accounting Standards Board issued FAS 133 - 
    Accounting for Derivative and Similar Financial Instruments and for 
    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.  FAS 
    133 will be effective for the Company on December 4, 1999, the beginning of 
    fiscal year 2000.  The Company currently does not expect the impact of 
    adopting FAS 133 to be material.









































                                       9






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


Sales increased in the first quarter of 1999 by 13% to $16,406,000 from 
$14,464,000 in the same quarter in the prior year.  The increased capacity 
resulting from the new calender and coating line allowed the Company to better 
meet customer demand for its products, particularly in the tape business, 
where sales increased $1,744,000 from the prior year. Sales to the domestic 
automotive market, which increased approximately $1,500,000 from last year, 
was the major contributor.  Export and the domestic OEM markets comprised 
most of the remaining increase over the prior year.  Sales in the highway 
marking products business increased $198,000 or 40% over last year. 

Gross margin increased to 26.5% from 19.1% last year.  The major factor in the 
improvement was higher production volume in the Canton operations. The higher 
production levels were required to meet the increased sales demand and to build 
inventories for the automotive and other markets.  Inventory levels were 
increased during the quarter in order  to better respond to customer needs.  
In addition, the inventory of certain rubber products was increased to allow 
for a major refurbishment of the rubber calender, which was completed in March, 
1999.  The highway marking products business, which was in a seasonably slow 
quarter, had approximately the same negative gross margin as last year.

Selling, general and administrative expenses, as a percentage of sales, 
decreased to 20.0% from 20.9% last year.  The major factors in Plymouth's tape 
business were lower expenses as a percentage of sales in professional fees, 
bad debt expense, and warehouse charges, partially offset by higher salaries 
and benefits, freight, commissions, and foreign selling expenses.  The 
pavement marking business had lower salaries as a percentage of sales.

Interest expense  increased  $87,000 from the prior  year.  The major factor 
was interest on long term borrowings (ending balance of $15,560,000 in 1999 
compared to $11,536,000 in 1998), largely to finance the capital expansion 
program in Plymouth's tape business during 1998.  This was partially offset 
by lower interest as a percentage of sales on the revolving line of credit, 
due to a less than proportionate increase in the average borrowing balance, 
and a slightly lower borrowing rate.

As a result of the above factors, income before tax increased to $599,000 from 
a loss of $693,000 last year, and net income increased to $359,000 from a loss 
of $423,000 last year.

Liquidity

On February 19, 1999 the Company amended its  revolving line of credit and real 
estate term loan agreement with its primary lender.  The loan amendment 
increases the maximum borrowing amount from $15 million to $18 million, 
increases the real estate term loan from $1.25 million to $3.0 million, and 
lowers the borrowing rate from prime plus 1/4% to prime.  In addition, the 
Company has the option to convert part or all of its loan balances at variable 
rates to  30, 60, 90 or 180 day contracts at a fixed rate of LIBOR plus 2%.  
The amendment is effective June 2, 1999 (except for the real estate loan 
increase which was effective February 26, 1999) and extends the 
agreement by three years to June 2, 2002.  The term loan calls for monthly 
interest only payments through June, 1999, and interest plus monthly principal 
payments of $50,000, beginning July, 1999.

The Company generated $103,000 of operating cash flows in the first quarter of 
1999, which primarily comprised net income of $359,000, a reduction in accounts 
receivable of $1,611,000 and other operating cash inflows, which were largely 
offset by an increase in inventory of $2,364,000.  This operating cash flow, 
in conjunction with cash provided by additional term borrowings of $1,750,000, 
was used to finance capital expenditures of $1,267,000 and payments of term 
debt and capital leases totaling $561,000.



                                       10




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

                      (Continued)


As of February 26, 1999, the Company had approximately $1,900,000 of unused 
borrowing capacity under its $15,000,000 line of credit with its primary lender 
after consideration of collated limitations and a 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 the sale/leaseback of capital equipment, will provide sufficient funds 
to meet expected needs during fiscal 1999, 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 these plans could have an adverse impact on the 
Company's liquidity and financial position. 


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," and the Company has assembled 
a task force to oversee the entire Year 2000 project, which includes the 
Company's domestic and foreign tape business and Brite-Line, for both 
information technology ("IT") and non-IT systems.  The Company believes that 
its greatest potential risks are associated with its IT systems and non-IT 
systems embedded in its operations and infrastructure.  The task force has 
identified five phases of the Year 2000 compliance process for the Company's 
IT and non-IT systems.  These phases are 1) issue identification, 2) assessment,
3) development of remediation plans, 4) implementation and testing and 
5) contingency planning.  The first two phases have been completed as planned.

The Company's Year 2000 project is currently in the remediation phase and, with 
respect to its main information systems hardware and software, in the 
implementation and testing phase, which is 40% complete.  With respect to IT 
systems, the Company's strategy is to upgrade some of the existing systems and 
replace others.  Correction and testing of mission critical systems are 
targeted for completion by the end of the second quarter of fiscal 1999.

With respect to non-IT systems, the implementation phase is 90% complete. Large 
and critical suppliers were selected for compliance confirmation; to date 90% 
of the responses have been received and no critical problems have been 
identified. The Company is following up with vendors yet to respond 
satisfactorily or at all to its inquiries.  Separately, the Company also is 
actively seeking 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 expects to perform its own 
testing of certain purchased equipment and IT systems for compliance.  The 
Company is monitoring the status of Year 2000 compliance of its most 
significant customer by reviewing publicly available information. Compliance 
for all other customers is being determined through direct contact and 
written confirmation.  The Company cannot provide assurance that the Year 
2000 compliance plans of its vendors and customers will be successfully 
completed in a timely manner.

The Company has begun contingency planning and plans to complete its 
contingency planning for both IT and non-IT systems, as appropriate, by the 
end of the second quarter of fiscal 1999.  Possible contingency plans include 
building additional safety 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.  Once developed, contingency plans will continue to be 
reassessed and refined as additional information becomes available.

                                       11



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

                                       (Continued)


Costs incurred to date for Year 2000 have totaled approximately $200,000 and 
have been expensed as incurred.  The Company currently estimates that total 
costs will approximate $400,000, including internal employee costs and costs 
of external consultants, and it currently plans to be able to fund the costs 
through operating cash flows.  The Company does not expect a material adverse 
impact of such costs on its long-term results of operations, liquidity or 
financial position.

Cost estimates may be refined as remediation, testing and contingency planning 
continue and as compliance status information becomes available from third 
parties.

If the Company were not taking any of the remedial steps detailed above, Year 
2000 issues would possibly cause significant technological problems for the 
Company, disrupting business and resulting in a decline in earnings.  At this 
time, however, management does not believe that this will happen.

The most reasonably likely worst case scenario should the Company, its customers
or suppliers be unable to adequately resolve Year 2000 issues, would include 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 result 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.  Although not
anticipated at this time, if such or similar scenarios were to occur, they 
could, depending on their duration, have 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.  Assuming the successful completion of its Year 2000 program in a 
timely manner, the company expects that any Year 2000 disruptions which occur, 
should there be any, will be minor and not material to its business.

Estimates and conclusions herein contain forward-looking statements and are 
based on management's best estimates of future events.

Impact of Accounting Pronouncements

In June, 1997, the Financial Accounting Standards Board issued FAS 131 - 
Disclosures about Segments of an Enterprise and Related Information.  FAS 131 
requires the reporting of selected segment information in quarterly and annual 
reports.  Information from operating segments is derived from methods used by 
the Company's management to allocate resources and measure performance.  The 
Company is required to disclose profit/loss, revenues and assets for each 
segment identified, including  reconciliations of these items to consolidated 
totals.  The Company is also required to disclose the basis for identifying the 
segments and the types of products and services within each segment.  FAS 131 
is effective for the Company for the fiscal year ended December 3, 1999, and 
quarterly beginning in fiscal 2000, including the restatement of prior periods 
reported consistent with this pronouncement, if practicable.  The Company 
expects to have two reportable segments, the tape business and the highway 
marking tape business.

In February, 1998, the Financial Accounting Standards Board issued FAS 132 - 
Employer's Disclosure About Pensions and Other Postretirement Benefits.  FAS 
132 revises employers' disclosures about pension and other postretirement 
benefit plans.  The Company will adopt the provisions of FAS 132 in fiscal 
1999, and does not anticipate any significant impact on its Financial 
Statements from this adoption.




                                       12



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

                                  (Continued)


In June, 1998, the Financial Accounting Standards Board issued FAS 133 - 
Accounting for Derivative and Similar Financial Instruments and for 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.  FAS 
133 will be effective for the Company on December 4, 1999, the beginning of 
fiscal year 2000.  The Company currently does not expect the impact of adopting 
FAS 133 to be material.












































                                       13





                              PLYMOUTH RUBBER COMPANY, INC.


PART II.        OTHER INFORMATION


Item 1.         Legal Proceedings

          Reference is made to the information contained in Item 3 of 
          the Company's Annual Report on Form 10-K for its fiscal year 
          ended November 27, 1998, 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






 
















                                       14












                                       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  9, 1999























                                       15
 




                              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 LaSalleNational 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.


                                       16




                              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.

(4)(xix)  Amendment to Loan and Security Agreement between Brite-Line 
       Technologies, Inc., and LaSalle National Bank dated February 18, 1999.

(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.


                                       17




                              PLYMOUTH RUBBER COMPANY, INC.
                                    INDEX TO EXHIBITS

                                      (Continued)
   

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

(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 February 26, 1999.

(28)      Not Applicable.

(29)      Not Applicable.



                                       18