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     August 29, 1997     Commission File Number     1-5197
      
                Plymouth Rubber Company, Inc.
      (Exact name of registrant as specified in its charter)
                                    

         Massachusetts                           04-1733970                 
 (State or other jurisdiction of              (I.R.S. Employer             
  incorporation or organization)              Identification No.)


     104 Revere Street, Canton, Massachusetts                02021              
     (Address of principal executive offices)              (Zip Code)


                                 (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 preceding 12 months (or for such shorter period that the registrant 
was required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes   X        No       


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


Class A common stock, par value $1 -   810,586
Class B common stock, par value $1 - 1,219,927


















                  PLYMOUTH RUBBER COMPANY, INC.


PART I.   FINANCIAL INFORMATION


          Item 1.   Financial Statements:

                    Condensed Consolidated Statement of Operations and
                    Retained Earnings (Deficit)

                    Condensed Consolidated Balance Sheet

                    Condensed Consolidated Statement of Cash Flows

                    Notes To Consolidated Financial Statements

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



PART II.  OTHER INFORMATION








PART 1.   FINANCIAL INFORMATION

 Item 1.  Financial Statements


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

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

<TABLE>
                          Third Quarter Ended      Nine  Months Ended  
                               Aug. 29,     Aug. 30,      Aug. 29,    Aug. 30,
                                 1997         1996          1997        1996  
<S>                           <C>          <C>           <C>         <C>
Net sales                     $  16,396    $  14,003     $  49,386   $  41,881

Cost and expenses:
  Cost of products sold          12,477       10,404        37,767      31,643
  Selling, general and 
   administrative                 3,162        2,791         9,616       7,520
  Pension curtailment loss           --        1,571            --       1,571
                                 15,639       14,766        47,383      40,734
Operating income                    757         (763)        2,003       1,147
Interest expense                   (430)        (333)       (1,111)       (962)
Other income (expense), net         442           52           391          19
Income before taxes                 769       (1,044)        1,283         204
Provision for income taxes         (332)       1,948          (535)      1,624  
               
Net income                          437          904           748       1,828
Retained earnings (deficit) 
  at beginning of period         (3,237)      (4,496)       (3,548)     (4,577)

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

Retained earnings (deficit) 
  at end of period            $  (2,800)   $  (3,592)    $  (2,800)  $  (3,592)


Per Share Data:                                                                 
Net income                          .20          .41           .34         .82
  
Weighted average number of
  shares outstanding          2,160,486    2,221,652     2,179,654   2,231,414

</TABLE>



   See Accompanying Notes To Consolidated Financial Statements



[CAPTION]
                  PLYMOUTH RUBBER COMPANY, INC.
               CONDENSED CONSOLIDATED BALANCE SHEET
                         (In Thousands)
<TABLE>
                                              Aug 29,          Nov. 29,
                                               1997              1996  
                                            (Unaudited)
<S>                                         <C>              <C>
ASSETS
CURRENT ASSETS 
Cash                                        $       46       $      --
Accounts receivable                             10,717           7,758
Allowance for doubtful accounts                   (330)           (195)
Inventories:  
  Raw materials                                  3,945           3,730
  Work in process                                1,256           1,962
  Finished goods                                 6,247           5,633
                                                11,448          11,325

Deferred tax assets, net                         1,972           1,972
Prepaid expenses and other current assets          816             744
Total current assets                            24,669          21,604

PLANT ASSETS:
  Plant assets                                  33,879          27,753
  Less: Accumulated depreciation               (20,472)        (17,937)
        Total plant assets, net                 13,407           9,816
OTHER ASSETS:
  Deferred tax assets, net                       2,308           2,802
  Other long-term assets                         1,256             528
                                                 3,564           3,330
  Total Assets                               $  41,640       $  34,750

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Revolving line of credit                     $   7,106       $   5,189
Trade accounts payable                           6,110           5,626
Accrued expenses                                 3,752           3,664
Current portion of long-term obligations         1,650           1,538
Current portion of product warranties              100             106
  Total current liabilities                     18,718          16,123

LONG-TERM LIABILITIES 
Borrowings                                       9,867           5,430
Pension obligation                               2,959           3,647
Product warranties                                 603             678
Other                                            1,612           1,684
  Total long-term liabilities                   15,041          11,439

STOCKHOLDERS' EQUITY 
Preferred stock $10 par value, authorized
  500,000 shares; no shares issued and
  outstanding                                       --              --
Class A voting common stock                        810             810
Class B non-voting common stock                  1,220           1,192
Paid in capital                                  9,081           9,086
Retained earnings (deficit)                     (2,800)         (3,548)
Cumulative translation adjustment                 (106)             --
Pension liability adjustment, net of tax          (162)           (162)
Deferred compensation                             (162)           (190)
  Total stockholders' equity                     7,881           7,188 
  Total Liabilities & Stockholders' Equity   $  41,640       $  34,750

</TABLE>






   See Accompanying Notes To Consolidated Financial Statements

[CAPTION]
                  PLYMOUTH RUBBER COMPANY, INC.
          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                  (In Thousands)     (Unaudited)
<TABLE>
                                                     Nine Months Ended        
                                                   Aug 29,       Aug 30,
                                                    1997          1996  
<S>                                              <C>           <C>
Cash flows from operating activities:
  Net Income                                     $    748      $  1,828
   Adjustments to reconcile net income 
    to net cash provided by (used in) 
    operating activities:
      Depreciation and amortization                 1,124           838
     Deferred income tax (benefit) provision           --        (2,334)
     Amortization of deferred compensation             28            28
     Amortization of unrecognized 
       obligation at transition                        --         1,571
     Foreign currency exchange loss                    79            --
     Changes in assets and liabilities:
      Accounts receivable                          (1,845)         (677)
      Inventory                                       111          (734)
      Prepaid expenses                                (68)          689
      Other assets                                    (14)         (104)
      Accounts payable                                690        (1,394)
      Accrued expenses                                (75)          574
      Pension obligation                             (688)         (322)
      Product warranties                              (80)          (68)
      Other liabilities                               (25)         (133)
  Net cash used in operating activities               (15)         (238)

Cash flows from investing activities:
  Capital expenditures                             (3,399)       (1,491)
  Sale/leaseback of plant assets                       --           258
  Cash paid in connection with the purchase
   of Cintas Adhesivas Nunez, S.A., net of
   cash acquired of $90                            (2,234)           --
  Purchase price adjustment - 
   Brite-Line Technologies, Inc.                     (502)           --
 Net cash used in investing activities             (6,135)       (1,233)
 
Cash flows from financing activities:
  Net increase (decrease) in revolving 
   line of credit                                   1,708        (1,047)
  Proceeds from term debt                           5,771         6,657
  Payments of term debt                            (1,192)       (4,098)
  Payments on capital leases                         (164)         (117) 
  Proceeds from insurance financing                   157           126
  Payments on insurance financing                     (96)         (129)
  Proceeds from issuance of common stock               23            79
 Net cash provided by financing activities          6,207         1,471

 Effect of exchange rates on cash                     (11)           --
Net change in cash                                     46            --
Cash at the beginning of the period                    --            --
Cash at the end of the period                    $     46      $     --


         Supplemental Disclosure of Cash Flow Information

Cash paid for interest                           $  1,194      $    947
Cash paid for income taxes                       $    106      $    147
                                 
         Supplemental Disclosure of Non-Cash Activities:

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

</TABLE>

   See Accompanying Notes To Consolidated Financial Statements


                  PLYMOUTH RUBBER COMPANY, INC.

                                 
     NOTES TO FINANCIAL STATEMENTS  (Unaudited)


(1)  The Company, in its opinion, has included all adjustments (consisting
     of normal recurring accruals) necessary for a fair presentation of the
     results for the interim periods.  The interim financial information is
     not necessarily indicative of the results that will occur for the full
     year.  The financial statements and notes thereto should be read in
     conjunction with the financial statements and notes for the years ended
     November 29, 1996, December 1, 1995, and December 2, 1994, included in
     the Company's 1996 Annual Report to the Securities and Exchange
     Commission on Form 10-K/A.

(2)  In connection with its former roofing materials business, the Company
     issued extended warranties as to the workmanship and performance of its
     products.  Over 99% of these warranties had expired prior to the end
     of 1995, and the last of the ten year warranties expired in 1996. (A
     small number of certain other, more restrictive, and limited warranties
     continue thereafter).  The estimated costs of these warranties were
     accrued at the time of sale, subject to subsequent adjustment to
     reflect actual experience.  Some warranty holders have filed claims or
     brought suits currently aggregating approximately $721,000 against the
     Company and others relating to alleged roof failures.  The Company
     believes, upon advice of counsel, that its warranty obligation under
     such warranties is limited to the cost of the roofing materials and
     that the amounts of the claims are significantly in excess of its
     ultimate liability.  The Company is vigorously defending against these
     claims and believes that some are without merit and that the damages
     claimed in others may not bear any reasonable relationship to the
     merits of the claims or the real amount of damage, if any, sustained
     by the various claimants.  Management believes that the $703,000
     reserve included in liabilities recorded at August 29, 1997 is adequate
     provision for the Company's remaining warranty obligations.

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

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

     The United States Environmental Protection Agency (EPA) has asserted
     three (3) outstanding claims against the Company under the
     Comprehensive Environmental Response, Compensation and Liability Act
     ("CERCLA"), pursuant to which  EPA is seeking to recover from the
     Company and other "generators" the costs associated with the clean up
     of certain sites used by licensed disposal companies hired by the
     Company as independent contractors for the disposal and/or reclamation
     of hazardous waste materials.  In one case, in respect to the Superfund
     site known as Re-Solve, Inc., of Dartmouth, Massachusetts, the Company
     entered into a Consent Decree, which required payment by the Company
     of $100,000 plus interest over a period of five years in full
     settlement of the EPA claim. The Company has paid $84,000 and owes one
     payment of $16,000 in 1997.  

     With respect to the second assertion against the Company under CERCLA,
     a General Notice of Potential Liability was sent to 1,659 Potentially
     Responsible Parties ("PRP") including the Company, in June, 1992,
     relative to a Superfund Site known as Solvent Recovery System of New
     England ("SRS")  at a location in Southington, Connecticut, concerning
     shipments to the site which occurred between June 1, 1956, and January







                 PLYMOUTH RUBBER COMPANY, INC.

                               
     NOTES TO FINANCIAL STATEMENTS  (Unaudited) Continued


     25, 1974.  The EPA has attributed a 1.74% share of the aggregate waste
     volume to the Company.  The Company believes that this attribution may
     be overstated by failing to account for the portion of the gross waste
     volume actually returned to the Company.  The first phase of a
     remediation program is estimated to cost $3.6 million.  The Non-Time
     Critical Removal Action I ("NTCRA") was signed on February 28, 1996,
     and the Administrative Order on Consent for Removal Action and Remedial
     Investigation/Feasibility ("RI/FS") study was entered on or about
     February 6, 1997.  Phase II of the clean-up and the RI/FS, is projected
     to cost $2.1 million.  The most currently available estimate is that
     the cost of the clean up for the PRP's will range from approximately
     $38 million to $48 million.  Based on all available information as well
     as its prior experience, management believes the amount accrued of
     approximately $426,000, which is net of approximately $200,000 in
     payments made by the Company, in the accompanying consolidated
     financial statements as of August 29, 1997 is reasonable in relation
     to the Company's attributed share of total estimated aggregate cost. 
     This amount is subject to adjustment for future developments that may
     arise from the long-range nature of this EPA case, legislative changes,
     insurance coverage, the uncertainties associated with the ultimate
     outcome of the Record of Decision ("ROD"), the joint and several
     liability provisions of CERCLA, and the Company's ability to
     successfully negotiate an outcome similar to its previous experience
     in these matters.  No actions have been filed by the EPA against the
     Company.  Therefore, although the Company is participating in the PRP
     Group, it is impossible to determine the Company's total ultimate
     liability and/or responsibility at this time.
     
     On January 25, 1994, the Company received a notification of an
     additional Superfund Site, Old Southington Landfill, (the "OSL Site")
     regarding which the EPA asserts that the Company is a PRP.  The OSL
     Site is related to the SRS Site in that, the EPA alleges, after receipt
     and processing of various hazardous substances from PRP's, the owners 
     and/or operators of the SRS Site shipped the resultant contaminated
     soil from the SRS Site to the OSL Site. Since the Company is alleged
     to have shipped materials to the SRS Site, the EPA alleges that the
     Company is also a PRP of the OSL Site.   In addition, there were three
     (3) direct shippers to the site, the Town of Southington, General
     Electric, and Pratt & Whitney, as well as other transporters and/or 
     users.    Based on EPA's asserted volume of shipments to SRS during
     that time period, the EPA has attributed 4.89% of waste volume of all
     SRS customers, to the Company; no attempt has been made by EPA to 
     adjust  the  waste  volume  for the  distillation  done  by  SRS prior 
     to  shipment to OSL, or  to allocate a percentage to the Company in
     relation to direct users of the OSL Site, or in relation to a 
     combination of  direct and indirect users of the site.  An ROD was
     issued in September, 1994 for the first Phase of the clean-up,
     estimated to cost approximately $16 million.  A PRP Group was formed
     and the Company became a participant in the Joint Defense Group of
     OSL/SRS "transshipper" PRP's and in the Alternative Dispute Resolution
     process.  This process resulted in a mediated settlement for the first
     phase of the clean up, as well as settlement of past costs and orphan
     shares.  The Company will pay approximately $139,000 in settlement of
     the first phase.  The settlement of the second phase is currently being
     mediated; total costs to the SRS "transshipper" group are not expected
     to exceed approximately $15 million.  The Company has been notified
     that certain members of the "transshipper" PRP's, including the
     Company, will likely be precluded from participating in a mediated
     settlement on a "de minimus" basis at this time, pending a final
     allocation.  Based on all available information, as well as its prior
     experience, management believes a reasonable estimate of its ultimate
     liability for both phases is $365,000 and has accrued this amount in
     the accompanying consolidated financial statements as of August 29,
     1997.  This amount is subject to future developments that may arise
     from the long range nature of this EPA case, legislative changes,
     insurance  coverage, the uncertainties  associated  with the ultimate





                 PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued
     

     outcome of the ROD and the joint and several liability provisions of
     CERCLA, and the Company's ability to successfully negotiate an outcome
     similar to its previous experience in these matters.  No actions have
     been currently filed by the EPA against the Company.  Therefore,
     although the Company intends to vigorously defend this matter, it is
     impossible to determine the Company's total liability and/or
     responsibility at this time.

     In addition, in the process of preparing to eliminate the use of
     certain underground storage tanks located at the Company's
     manufacturing facility, the Company determined that some soil
     contamination had occurred in a small localized area near the tanks in
     question.  According to the preliminary information obtained by an
     independent Licensed Site Professional, the contamination of the soil
     appears to be confined to a small area and does not pose an
     environmental risk to the surrounding property or community. In accord
     with Massachusetts requirements, the Company notified the Massachusetts
     Department of Environmental Protection ("DEP") of the foregoing on or
     about August 24, 1994 (RTN3-11520).  The Company has employed a
     Licensed Site Professional as required by statute to investigate the
     site.  The assessment has been completed, and the remediation procedure
     has been recommended.  It is expected that the remaining costs for same
     will not exceed the additional sum of approximately $276,000, which has
     been provided for in the accompanying financial statements.

     On or about January 21, 1997, the Company received a Notice of
     Responsibility from the Massachusetts Department of Environmental
     Protection, ("DEP") pursuant to M.G.L. ch. 21E concerning the certain
     sites identified as The Ledge, 757-782 State Road, Dartmouth: RTN No.
     4-0234; and Ridge Hill Road, Freetown: RTN No. 4-0086.  The letter
     indicates that drums containing hazardous materials, some of which may
     have contained the Company's wastes, were discovered at both sites in
     April, 1979, and that response actions were undertaken at both sites
     conducted between 1979 and 1981 by DEP.  On information and belief, the
     company which disposed of these drums is H&M Drum to whom the Company
     shipped wastes between 1977 to 1979.   The Company has identified and
     management believes it may obtain a cost sharing agreement with a group
     of other potentially responsible parties, and is continuing to
     investigate and seek DEP enforcement with respect to the site owners 
     and other potentially responsible parties.  In compliance with DEP
     requests and statutory requirements, the Company has hired a Licensed
     Site Professional to perform certain technical service at the sites. 
     Recent sampling of existing wells at the Freetown site contained no
     finding of any volatile organic chemicals ("VOC's").  However, the
     Company has little information regarding the Dartmouth site and its
     potential involvement, including the identity and contributions of
     other PRP's and the scope of the clean-up necessary, and therefore has
     not recorded any liability as of August 29, 1997.  A response to the
     Notice of Responsibility has been made and cooperative efforts,
     including an investigation of additional PRP's and the status of the
     site, will be made.

     Pursuant to the Company's compliance with EPA and Massachusetts
     regulations concerning the upgrade or replacement of underground
     storage tanks by December 22, 1998, the Company arranged for the
     testing of the area adjacent to three underground storage tanks and on
     July 25, 1997, filed the results of such tests with the Massachusetts
     Department of Environmental Protection, Release Notification Form. 
     According to the preliminary information obtained by an independent
     Licensed Site Professional, a limited amount of solvent was found in
     the soil in the vicinity of the tanks; however, additional sampling is
     required.  The Company has several options under the law to protect,
     remove or replace the tanks and plans to take whatever remedial action
     is deemed appropriate.  Management is in the process of determining the
     costs associated with each of these alternatives.

     




                 PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued


(3)  Checks outstanding in excess of certain cash balances totaling $732,000
     and $623,000 at August 29, 1997, and November 29, 1996, respectively,
     have been included in accounts payable.

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

     Common and Common Equivalent Shares (Primary and Fully Diluted Basis): 


                               Third Quarter Ended     Nine Months Ended   
                                Aug 29,    Aug. 30,    Aug 29,   Aug. 30,
                                  1997       1996       1997       1996  

     Average shares outstanding 2,030,513  2,000,279  2,024,484  1,992,251  
     Adjustments thereto(1)(2)    129,973    221,373    155,170    239,163
     Weighted average shares 
       outstanding              2,160,486  2,221,652  2,179,654  2,231,414


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

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

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

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

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

     The accompanying financial statements include the results of operations
     and cash flows of CANSA for the eight months ended August 29, 1997. 
     The impact of this acquisition was not significant.











                 PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued


(7)  Financial instruments with off-balance sheet risks

     During the current year, the Company began to selectively use foreign
     currency forward contracts to offset the effects of exchange rate
     changes on cash flow exposures denominated in foreign currencies.  At
     August 29, 1997, the foreign currency forward contracts primarily
     comprise a buy contract relating to a firm purchase commitment with a
     maturity prior to November 28, 1997.  The buy contract, which is
     denominated in Deutschmarks, is on a notional amount of $3 million at
     August 29, 1997.  The fair value of the forward exchange contract is
     estimated based on quoted market prices from the bank, and at August
     29, 1997, the Company would have paid approximately $360,000 to
     terminate the buy contract.


(8)  On April 11, 1997, Plymouth Rubber Europa, S.A., a subsidiary of the
     Company, entered a term loan arrangement with a Spanish Bank syndicate
     in the original amount of 250,000,000 pesetas (approximately
     $1,721,000) due April, 2007, secured by a first interest in real
     property and supported by a bank guarantee in the amount of $500,000. 
     Semi-annual principal payments of 12,500,000 pesetas (approximately
     $86,000), plus interest at the one year Madrid inter-bank market rate
     (MIBOR) plus 1.25%.  At August 29, 1997, the interest rate was 6.50%.

(9)  On August 28, 1997, the Company sold a certain parcel of undeveloped real
     estate for $500,000.  The proceeds, net of expenses, resulted in a
     $496,000 gain which is included in Other Income in the accompanying
     Condensed Consolidated Statement of Operations.



     



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


 FIRST NINE MONTHS, 1996 COMPARED WITH FIRST NINE MONTHS, 1995

     
     Net sales at $49,386,000 were up 18% compared with the first nine
     months of 1996, which were up 7% from the same period in 1995.  The
     sales increase reflects sales from the October, 1996, and January,
     1997, acquisitions now operating as Brite-Line Technologies, Inc.
     and Plymouth Rubber Europa, S.A., respectively, and continued growth
     in sales of tapes to the export and domestic automotive wire
     harnessing industry, up 5% and 12%, respectively.  Sales to the
     domestic automotive market now represent 45% of sales.  Sales to the
     other core business markets were approximately flat, with the
     exception of sales to the  non-automotive OEM market, which declined
     29% due to capacity restrictions.  In February, 1997, the Company
     announced a $10 million capital investment program to substantially
     increase the Company's manufacturing capacity, reduce costs and
     improve productivity.  The largest step in the program, accounting
     for over half of the planned expenditure, is a new vinyl calender
     and auxiliary equipment, scheduled to begin production in the second
     quarter of 1998.  
     
     Operating income, at $2,003,000, has increased by $856,000 or 75%
     from the prior year.  However, operating income is down $715,000, or
     26% from the prior year's operating income adjusted for the
     $1,571,000 noncash charge to amortize the intangible asset
     (Unrecognized Net Obligation at Transition) resulting from the
     Company's decision to freeze future employee benefits in the defined
     benefit pension plan. Exclusive of the amortization, the
     consolidated operating income reduction of $715,000 reflects a one
     point gross margin reduction, a 5% increase in selling, general and
     administrative expenses pertaining to Plymouth's core business, and
     a moderate loss from operations of Brite-Line Technologies, Inc.,
     offset in part by a small contribution from Plymouth Rubber Europa,
     S.A. (acquired January 3, 1997).  The consolidated adjusted
     operating income reduction reflects a 13% increase in gross profit,
     more than offset by a 28% increase in selling, general and
     administrative expenses.  The $1,381,000 gross profit increase is
     attributable to higher sales volume, 91% of which was contributed by
     the acquisitions.  The gross margin decreased one point, reflecting
     the parent company's less favorable product mix, higher raw material
     costs, higher plant maintenance expenses, and production
     inefficiencies related to limitations on the Company's production
     capacity.  In addition, higher indirect labor and training costs are
     being incurred in preparation for the Company's planned increase in
     manufacturing capacity as discussed above. 
     
     Selling expenses increased 34%, reflecting higher costs for
     advertising, commissions, salesmen's salaries and foreign warehouse
     operations.  The increase in selling expenses is primarily due to
     the addition of subsidiary companies, with the exception of an
     increase pertaining to the parent company's foreign warehouse
     operations.  General & Administrative expenses, exclusive of the
     $147,000 recovery from the settlement of a lawsuit in last year's
     first quarter, and a $165,000 environmental charge in last year's
     third quarter, increased 19% over the corresponding period of the
     prior year, due primarily to the addition of Brite-Line and Europa,
     S.A. administration and increased fees for recruitment services,
     offset in part by reductions to incentive compensation for the
     parent company.  
     
     Income before taxes at $1,283,000, up $1,079,000 from the first nine
     months of 1996, reflects the higher operating income and a $496,000
     gain from the sale of unused real estate, offset in part by a 16%
     increase in interest expense.  Exclusive of the $147,000 settlement,
     the $1,571,000 intangible asset amortization, and the $165,000
     environmental charge in 1996, and the $496,000 gain from the sale of
     real estate in 1997, income before tax is down $1,006,000 (56%) from
     




 FIRST NINE MONTHS, 1997 COMPARED WITH FIRST NINE MONTHS, 1996

                          (Continued)
     
     
     the first nine months of 1996 for the same reasons outlined above. 
     The $149,000 increase in interest expense reflects a higher loan
     volume due primarily to the financing of the two acquisitions,
     offset in part by reduced interest rates.
      
     Net income at $748,000 is down 59% from the prior year's first nine
     month's income of $1,828,000, as the prior year's income benefited
     from a $1,624,000 net tax benefit, as the result of a $1,706,000
     recapture of a Deferred Tax Valuation Allowance and a $627,000
     increase in net deferred tax assets.  
     
     
     Changes in Financial Condition; Liquidity and Capital Resources
     
     For the first nine months of fiscal 1997, no cash was generated from
     operations, as positive cash flow from net income of $748,000,
     noncash charges (depreciation and amortization) of $1,124,000, and
     a $690,000 increase in accounts payable was offset by a $1,845,000
     increase in accounts receivable and a $688,000 change in the
     Company's pension obligation.  The increase in accounts payable
     reflects the seasonality of the Company's Brite-Line subsidiary,
     which is expected to significantly reduce its accounts receivable in
     the fourth quarter of 1997.   
     
     During the first nine months of 1997, the Company used $5,771,000 in
     proceeds from additional term debt, and $1,708,000 from its
     revolving line of credit to (1) fund the cash portion of the
     purchase of Cintas Adhesivas Nunez, S.A. (now operating as Plymouth
     Rubber Europa, S.A.) for $2,234,000, (2) increase its investment in
     Brite-Line Technologies, Inc. by $502,000, (3) purchase  $3,399,000
     of  capital equipment, and (4) reduce term debt by $1,192,000. 
     
     As of August 29, 1997, because of collateral limitations and after
     consideration of the letter of credit related to the purchase of the
     calender and auxiliary equipment associated therewith, the Company
     had approximately $800,000 of unused borrowing capacity, under its
     $15 million line of credit with its primary lender.
     
     In the opinion of management, anticipated profits, funds generated
     by the sale and leaseback of certain capital equipment, as well as
     unused capacity under existing borrowing arrangements with the
     Company's primary lender, will provide sufficient funds to meet
     expected needs during the remainder of 1997, including necessary
     working capital expansion to support anticipated moderate sales
     growth and finance the planned investment in improved technology and
     capital equipment.
     
           
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     THIRD QUARTER, 1997 COMPARED WITH THIRD QUARTER, 1996
     
     
     
     Net sales at $16,396,000 were up 17% from the third quarter of 1996,
     which was up 10% from the same period in 1995.  The sales increase
     reflects sales of Brite-Line Technologies, Inc. and Plymouth Rubber
     Europa, S.A., which were acquired in October, 1996, and January,
     1997, respectively. Sales of Plymouth's core business were down 3%
     from the third quarter of 1996, despite an increase of 13% to export
     markets.  Sales to other markets, with the exception of domestic
     automotive, which was unchanged from the prior year's third quarter,
     were down 14%, as sales continue to be restricted by capacity
     limitations.  Significant additional vinyl film capacity is expected
     to be operational in the second quarter of 1998, as the new vinyl
     equipment currently under construction comes on line.  
     
     Operating income at $757,000 is down 6% from the third quarter of
     the prior year, exclusive of the prior year's third quarter noncash
     charge of $1,571,000 to amortize an intangible asset (Unrecognized
     Net Obligation at Transition) pertaining to the Company's decision
     to freeze future employee benefits in the defined benefit pension
     plan.  Inclusive of the prior year's amortization, operating income
     is up $1,520,000.  
     
     The $320,000 increase in gross profit (up 9% from the corresponding
     quarter of the prior year) is attributable to the higher sales
     volume contributed by the subsidiary companies as consolidated
     margins declined approximately two points reflecting the negative
     impact of the strengthening dollar on export sales and the parent
     company's less favorable product mix, higher raw material costs,
     higher plant maintenance expenses, and production inefficiencies
     related to limitations on the Company's production capacity.  In
     addition, higher labor and training costs continue to be incurred in
     preparation for the Company's planned increase in manufacturing
     capacity as discussed above.
     
     Selling expenses increased 30%, compared to the third quarter of
     1996, reflecting increases in advertising, outgoing freight,
     salesmen's salaries and fringe benefits, and costs of foreign
     warehousing and distribution.  Despite the addition of Brite-Line
     and Europa, S.A. administration, General & Administrative expenses
     decreased $106,000 from the prior year's third quarter, which
     included a $165,000 charge to increase environmental reserves,
     reflecting reductions in incentive compensation and bad debts.
     
     Income before taxes at $769,000 is up $242,000 from the prior year,
     exclusive of the intangible asset amortization, reflecting a
     $446,000 gain on the sale of real estate, offset in part by reduced
     adjusted operating income and a 29% increase in interest expense. 
     The $97,000 interest expense increase is due to higher loan volume
     due primarily to the financing of the acquisitions.
     
     Net income at $437,000 for the third quarter is down $467,000 from
     the prior year's third quarter, which benefited from a net tax
     benefit of $1,948,000, generated by a $1,531,000 recapture of a
     Deferred Tax Valuation Allowance, and a $627,000 increase in net
     deferred tax assets as the result of the noncash  charge to amortize
     the Unrecognized Net Obligation at Transition pertaining to the
     Company's decision to freeze future employee benefits in the defined
     benefit pension plan. 
     
     This quarterly report contains forward-looking statements within the
     meeting of Section 27A of the Securities Act of 1933, and Section 21E
     of the Securities & Exchange Act of 1934.  The Company's actual results
     could differ materially from those set forth in the forward-looking
     statements.










PART II.  OTHER INFORMATION



Item 1.   Legal Proceedings

          Reference is made to the information contained in Item 3 of the
          Company's Annual Report on Form 10-K/A for its fiscal year ended
          November 29, 1996, and in Note 14 of the Notes To Consolidated
          Financial Statements, contained in said Annual Report.

          Reference is made to those certain claims asserted by the United
          States Environmental Protection Agency ("EPA") and the
          information contained in Item 3 of the Company's Annual Report
          on Form 10-K/A for its fiscal year ended November 29, 1996, and
          in Note 14 of the Notes To Consolidated Financial Statements
          contained in said Annual Report and as further described in Item
          1 of the Company's Quarterly Report for the quarter ended May
          30, 1997 and in Note 2 to the Consolidated Financial Statements
          contained in said Quarterly Report.

          With respect to the third assertion against the Company under
          CERCLA relative to a Superfund Site known as Old Southington
          Landfill, ("OSL"), of which the Company was notified in January,
          1994, the Company will pay approximately $139,000 in settlement
          of the first phase of the clean up.  The settlement of the
          second phase is currently being mediated.

          With respect to that certain environmental matter concerning the
          Notice of Responsibility from the Massachusetts Department of
          Environmental Protection, ("DEP") pursuant to M.G.L. ch. 21E
          concerning the certain sites identified as The Ledge, 757-782
          State Road, Dartmouth: RTN No. 4-0234; and Ridge Hill Road,
          Freetown: RTN No. 4-0086 received by the Company on or about
          January 21, 1997, in compliance with DEP requests and statutory
          requirements, the Company has hired a Licensed Site Professional
          to perform certain technical service at the sites.  Recent
          sampling of existing wells at the Freetown site contained no
          finding of any volatile organic chemicals ("VOC's").  However,
          the Company has little information regarding the Dartmouth site
          and its potential involvement, including the identity and
          contributions of other PRP's and the scope of the clean up
          necessary.

          With respect to that certain environmental matter concerning
          which the Company notified the Massachusetts Department of
          Environmental Protection ("DEP") on or about August 24, 1994
          (RTN3-11520) regarding soil contamination in a small localized
          area near certain underground storage tanks, the assessment by
          the Licensed Site Professional  employed by the Company as
          required by M.G.L. c.21E, has been completed, and the
          remediation procedure has been recommended.  It is expected that
          the remaining costs for same will not exceed the additional sum
          of approximately $276,000.

          Pursuant to the Company's compliance with EPA and Massachusetts
          regulations concerning the upgrade or replacement of underground
          storage tanks by December 22, 1998, the Company arranged for the
          testing of the area adjacent to three underground storage tanks,
          and on July 25, 1997, filed the results of such tests with the
          Massachusetts Department of Environmental Protection, Release
          Notification Form.  According to the preliminary information
          obtained by an independent Licensed Site Professional, a limited
          amount of solvent was found in the soil in the vicinity of the 
          tanks; however, additional sampling is required.  The Company
          has several options under the law to protect, remove or replace
          the tanks and plans to take whatever remedial action is deemed
          appropriate.  Pending further investigation, the costs
          associated with this activity have not yet been determined.









OTHER INFORMATION
(Continued)



Item 2.   Changes in Securities

          None


Item 3.   Defaults upon Senior Securities

          Not Applicable


Item 4.   Not Applicable


Item 5.   Other Information

          Not Applicable

Item 6.   Exhibits and Reports on Form 8-K

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










                          SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act of
     1934, the Registrant has duly caused this report to be signed on
     its behalf by the undersigned thereto duly authorized.









                                        Plymouth Rubber Company, Inc. 
                                          (Registrant)




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














Date:        October 14, 1997         




 



                 PLYMOUTH RUBBER COMPANY, INC.

                       INDEX TO EXHIBITS


  (a) Exhibits:
 

      Exhibit No.                     Description                    

        (2)         Not Applicable.

        (3)(i)      Not Applicable.

        (4)(i)      Promissory Note between Plymouth Rubber Company,
                    Inc., and Thrift Institution Fund for Economic
                    Development dated June 14, 1989 -- incorporated by
                    reference to Exhibit (4)(iii) to report on Form 10-Q
                    for the quarter ended May 27, 1994.

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

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

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

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

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

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

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



                 PLYMOUTH RUBBER COMPANY, INC.

                       INDEX TO EXHIBITS

                          (Continued)


  (a) Exhibits:
 
     Exhibit No.                      Description                     

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

        (4)(xi)     Amendment to Master Security Agreement between
                    Plymouth Rubber Company, Inc. and General Electric
                    Capital Corporation dated February 19, 1997 --
                    incorporated by reference to Exhibit (4)(xi) to the
                    report on Form 10-Q for the quarter ended February
                    28, 1997.

        (4)(xii)    Master Security Agreement between Plymouth Rubber
                    Company, Inc. and General Electric Capital
                    Corporation dated January 29, 1997 -- incorporated
                    by reference to Exhibit (4)(xii) to the Company's
                    report on Form 10-Q for the quarter ended February
                    28, 1997.

        (4)(xiii)   Demand Note between Brite-Line Technologies, Inc.
                    and LaSalle National Bank dated February 25, 1997 --
                    incorporated by reference to Exhibit (4)(xiii) to
                    the Company's report on Form 10-Q for the quarter
                    ended May 30, 1997.

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

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

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

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



                 PLYMOUTH RUBBER COMPANY, INC.

                       INDEX TO EXHIBITS

                          (Continued)

  (a) Exhibits:

     Exhibit No.                         Description                   

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

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

        (10)(i)     1982 Employee Incentive Stock Option Plan --
                    incorporated by reference to Exhibit (10)(i) of the
                    Company's Annual Report on Form 10-K for the year
                    ended November 26, 1993.

        (10)(ii)    General Form of Deferred Compensation Agreement
                    entered into between the Company and certain
                    officers -- incorporated by reference to Exhibit
                    (10)(ii) of the Company's Annual Report on Form 10-K
                    for the year ended November 26, 1993.

        (10)(iii)   1992 Employee Incentive Stock Option Plan --
                    Incorporated by reference to Exhibit (10)(iv) of the
                    Company's Annual Report on Form 10-K for the year
                    ended November 26, 1993.

        (10)(iv)    1995 Non-Employee Director Stock Option Plan --
                    Incorporated by reference to Exhibit (4.3) of the
                    Company's Registration Statement on Form S-8 dated
                    May 4, 1995.

        (10)(v)     1995 Employee Incentive Stock Option Plan --
                    Incorporated by reference to Exhibit (4.4) of the
                    Company's Registration Statement on Form S-8 dated
                    May 4, 1995.

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

        (11)        Not applicable.

        (15)        Not applicable.

        (18)        Not applicable.

        (19)        Not applicable.

        (22)        Not applicable.
     
        (23)        Not applicable.
     
        (24)        Not applicable.

        (27)        Financial data schedule nine months ended August 29,
                    1997.