SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               FORM 10-Q


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



For Quarter Ended  March 1, 2002    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 - 1,248,390











<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.




PART  I.  FINANCIAL INFORMATION

  Item 1.  Condensed Financial Statements:                   Page No.

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

    Condensed Consolidated Statement of Comprehensive
            Income (Loss). . . . . . . . . . . . . . . . .       3

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

    Condensed Consolidated Statement of Cash Flows . . . .       5

    Notes to Condensed Consolidated Financial Statements .      6-9

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations . . . . .     10-14


PART II.  OTHER INFORMATION                                      15



                                    1
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

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

                                         First Quarter Ended
                                       ------------------------
                                        March 1,      March 2,
                                          2002          2001
                                       ---------      ---------
Net Sales . . . . . . . . . . . . . . $   13,941     $   15,017
                                       ---------      ---------
Costs and Expenses:
 Cost of products sold. . . . . . . .     10,854         13,825
 Selling, general and
    administrative. . . . . . . . . .      2,815          2,999
                                       ---------      ---------
                                          13,669         16,824
                                       ---------      ---------
Operating income (loss) . . . . . . .        272         (1,807)
Interest expense. . . . . . . . . . .       (495)          (613)
Other income (expense). . . . . . . .        119             84
                                       ---------      ---------
Income (loss) before taxes. . . . . .       (104)        (2,336)
(Provision) benefit for income taxes.        (23)             7
                                       ---------      ---------
Net income (loss) . . . . . . . . . .       (127)        (2,329)

Retained earnings (deficit)
  at beginning of period. . . . . . .     (4,328)        (1,311)
                                       ---------      ---------
Retained earnings (deficit)
  at end of period. . . . . . . . . . $   (4,455)    $   (3,640)
                                       =========      =========

Per Share Data:

Basic Earnings Per Share:
Net income (loss) . . . . . . . . . . $    (0.06)    $    (1.14)
                                       =========      =========
Weighted average number of
  shares outstanding. . . . . . . . .  2,058,976      2,036,890
                                       =========      =========

Diluted Earnings Per Share:
Net income (loss) . . . . . . . . . . $    (0.06)    $    (1.14)
                                       =========      =========
Weighted average number of
  shares outstanding. . . . . . . . .  2,058,976      2,036,890
                                       =========      =========







     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       2

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.
     CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
                          (In Thousands)  (Unaudited)

                                         First Quarter Ended
                                       ------------------------
                                        March 1,       March 2,
                                         2002           2001
                                       ---------      ---------

Net income (loss) . . . . . . . . . . $     (127)    $   (2,329)

Other comprehensive income,
   net of tax:
    Foreign currency translation
       adjustment . . . . . . . . . .        (15)            49
                                       ---------      ---------
    Other comprehensive income. . . .        (15)            49
                                       ---------      ---------
Comprehensive income (loss) . . . . . $     (142)    $   (2,280)
                                       =========      =========






    See Accompanying Notes to Condensed Consolidated Financial Statements

                                       3


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


                                        March 1,       Nov. 30,
                                         2002           2001
                                       ---------      ---------
                                      (Unaudited)
Assets
Current Assets:
   Cash . . . . . . . . . . . . . . . $       --     $        7
   Accounts receivable. . . . . . . .     10,560         13,059
   Allowance for doubtful accounts. .       (388)          (422)

   Inventories:
      Raw materials . . . . . . . . .      3,411          3,540
      Work in process . . . . . . . .      1,746          1,870
      Finished goods. . . . . . . . .      6,374          5,207
                                       ---------      ---------
                                          11,531         10,617
                                       ---------      ---------
   Prepaid expenses and other
      current assets. . . . . . . . .        624            772
                                       ---------      ---------
          Total current assets. . . .     22,327         24,033
                                       ---------      ---------
Plant Assets:
   Plant assets . . . . . . . . . . .     47,190         47,654
   Less:  Accumulated depreciation. .    (24,026)       (23,801)
                                       ---------      ---------
             Total plant assets, net      23,164         23,853
                                       ---------      ---------
Other long-term assets. . . . . . . .        780            772
                                       ---------      ---------
                                      $   46,271     $   48,658
                                       =========      =========

Liabilities and Stockholders' Equity
Current Liabilities:
   Short-term debt. . . . . . . . . . $   12,871     $   13,467
   Current portion of long-term
      obligations . . . . . . . . . .     10,027         10,222
   Accounts payable . . . . . . . . .      8,324          9,474
   Accrued expenses . . . . . . . . .      4,498          4,531
                                       ---------      ---------
          Total current liabilities .     35,720         37,694
                                       ---------      ---------
Long-Term Liabilities:
   Borrowings . . . . . . . . . . . .        869            830
   Pension obligation . . . . . . . .      3,064          3,253
   Deferred tax liability . . . . . .        104            107
   Other. . . . . . . . . . . . . . .      2,507          2,625
                                       ---------      ---------
          Total long-term liabilities      6,544          6,815
                                       ---------      ---------
Stockholders' Equity:
   Preferred stock. . . . . . . . . .         --             --
   Class A voting common stock. . . .        810            810
   Class B non-voting common stock. .      1,281          1,281
   Paid in capital. . . . . . . . . .      9,084          9,084
   Retained earnings (deficit). . . .     (4,455)        (4,328)
   Accumulated other
      comprehensive loss. . . . . . .     (2,528)        (2,513)
                                       ---------      ---------
                                           4,192          4,334
   Less: Treasury stock at cost . . .       (185)          (185)
                                       ---------      ---------
          Total stockholders' equity.      4,007          4,149
                                       ---------      ---------
                                      $   46,271     $   48,658
                                       =========      =========







    See Accompanying Notes to Condensed Consolidated Financial Statements

                                       4

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


                                          Three Months Ended
                                       ------------------------
                                        March 1,       March 2
                                          2002          2001
                                       ---------      ---------
Cash flows relating to operating
   activities
 Net income (loss). . . . . . . . . . $     (127)    $   (2,329)
   Adjustments to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
         Depreciation and amortization       722            739
         Gain from sale of plant asset      (131)            --
         Amortization of deferred
           compensation . . . . . . .         --             10
    Changes in assets and liabilities:
         Accounts receivable. . . . .      2,428          1,084
         Inventory. . . . . . . . . .       (941)         1,582
         Prepaid expenses . . . . . .        148            121
         Other assets . . . . . . . .        (74)            12
         Accounts payable . . . . . .     (1,127)           311
         Accrued expenses . . . . . .       (227)          (260)
         Pension obligation . . . . .         36             11
         Other liabilities. . . . . .       (114)          (103)
                                       ---------      ---------
Net cash provided by operating
  activities. . . . . . . . . . . . .        593          1,178
                                       ---------      ---------
Cash flows relating to investing
  activities:
   Capital expenditures . . . . . . .        (64)           (98)
   Sale/lease back of plant assets. .         46             --
   Proceeds for sale of plant assets.        131             --
                                       ---------      ---------
Net cash used in investing activities        113            (98)
                                       ---------      ---------
Cash flows relating to financing
  activities:
   Net (decrease) increase in
     revolving line of credit . . . .       (574)          (510)
   Payments on term debt. . . . . . .       (109)          (342)
   Payments on capital leases . . . .        (39)          (196)
                                       ---------      ---------
Net cash provided by (used in)
  financing activities: . . . . . . .       (722)        (1,048)
                                       ---------      ---------
Effect of exchange rates on cash. . .          9            (33)
                                       ---------      ---------
Net change in cash. . . . . . . . . .         (7)            (1)
Cash at the beginning of the period .          7              4
                                       ---------      ---------
Cash at the end of the period . . . . $       --     $        3
                                       =========      =========

         Supplemental Disclosure of Cash Flow Information

Cash paid for interest. . . . . . . . $      459     $      580
                                       =========      =========
Cash paid for income taxes. . . . . . $       --     $       --
                                       =========      =========





     See Accompanying Notes to Condensed Consolidated Financial Statements

                                       5

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

(1) The Company, in its opinion, has included all adjustments
(consisting of normal recurring adjustments) necessary for
a fair presentation of the results for the interim periods.
The interim financial information is not necessarily
indicative of the results that will occur for the full
year.  The financial statements and notes thereto should be
read in conjunction with the financial statements and notes
for the years ended November 30, 2001, December 1, 2000,
and December 3, 1999, included in the Company's 2001 Annual
Report filed with the Securities and Exchange Commission on
Form 10-K.

(2)     The Company's revolving credit and long term loan
agreements contain various covenants which, among other
things, prohibit cash dividends without the consent of the
lenders and specify that the Company meet certain financial
requirements, including minimum working capital, tangible
net worth, and fixed charge and EBITDA coverage ratios and
maximum ratio of total liabilities to net worth.  In
addition, for the Company's working capital and real estate
lender, the agreements contain certain subjective
provisions which would result in an event of default if the
bank would deem itself "insecure" for any reason.  As of
March 1, 2002, the Company was not in compliance with the
minimum working capital, tangible net worth, fixed charge
coverage ratio and maximum ratio of total liabilities to
net worth covenants of its term debt agreements.  The
Company has not been in compliance with certain of these
financial covenants since the third quarter of fiscal 2000.
Because of a cross default provision, the Company was
therefore also not in compliance with a covenant with its
working capital and real estate lender.  As a result, all
of the Company's term debt facilities, except that of its
Spanish subsidiary, were classified as current liabilities
on the consolidated balance sheet as of both March 1, 2002
and November 30, 2001 and are currently payable on demand.
The Company anticipates that it will not be in compliance
with the covenants of its term debt and primary working
capital facilities over the next twelve months.  As of
March 1, 2002, the Company had deferred $1,818,000 in
principal payments, which were due on its term debt and
capital lease facilities.

The Company is obligated to contribute $855,000 to its
defined benefit plan for the plan year ended November 30,
2001.  Based upon cash flow projections for fiscal 2002,
the Company will not have sufficient funds to satisfy this
obligation. The Company has filed for a funding waiver from
the Internal Revenue Service for the $855,000 payments due
for the plan year ended November 30, 2001.  The Internal
Revenue Service has indicated they will approve the funding
waiver, conditioned on satisfying the minimum funding
requirements for the plan years ending November 30, 2002
and November 30, 2003.

The Company has generated net losses of $127,000 and
$2,899,000 during the quarter ended March 1, 2002 and the
year ended November 30, 2001, respectively.

The consolidated financial statements have been prepared on
a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal
course of business.  The negative working capital position
of $13,393,000, the demand status of the term debt
facilities, the lack of significant borrowing capacity
under the revolving line of credit, the funding requirement
for the defined benefit plan and the recurring losses
generated from operations during fiscal 2002, 2001, and
2000, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of
time. The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.






                                       6

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

Since September, 2001, the Company has been negotiating
with its lenders to defer principal payments and modify the
financial covenants under its existing debt facilities.  In
December 2001, the Company reached an agreement with its
primary term debt lender to defer principal payments from
August, 2001, through March, 2002, and to modify the
financial covenants.  In January, 2002, an agreement also
was reached with the Company's working capital lender to
defer certain principal payments on the real estate term
loan from December 2001 through March 2002.  However, these
two agreements will not be deemed effective until all other
lenders have agreed to similar terms, interest payments are
current, and several other conditions are met.  The Company
has also negotiated a revised agreement with its equipment
leasing lender. The Company anticipates that it will be
able to negotiate a similar agreement with its remaining
term debt lender.  Beyond March, 2002, the Company plans to
continue to pursue restructured debt facilities and/or
deferred principal payments at least through the end of
fiscal 2002, and has again opened discussions with its
lenders.

It is management's belief that if payments of interest and
principal on the Company's debt facilities can be deferred
through the end of fiscal 2002 and the Internal Revenue
Service grants a pension funding waiver for the plan year
ended November 30, 2001, as described above, cash flows
generated from operations will be sufficient to meet the
Company's liquidity needs during fiscal 2002. Although
management expects to be able to accomplish its business
and financing 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,
financial position, and ability to continue operations.


(3)     In accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (FAS109),
during the first quarter of 2002, the Company did not
record the tax benefit of the loss generated from its
domestic operations, because it could not be carried back
to recover taxes paid in previous years, and it is more
likely than not that it will not be offset by the reversal
of future taxable difference and may expire prior to
realizability.  The Company therefore recorded a tax
provision of $23,000 for the first quarter of 2002, related
to its Spanish subsidiary, compared to a $7,000 tax benefit
related to its Spanish subsidiary in the first quarter of
2001.

(4) Environmental

The Company has been named as a Potentially Responsible
Party by the United States Environmental Protection Agency
in two ongoing claims under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980
("CERCLA").  The Company has also received Notices of
Responsibility under Massachusetts General Laws Chapter 21E
on two sites in Massachusetts.  The Company has accrued
$798,000 as of March 1, 2002 to cover future environmental
expenditures related to these claims, which is net of
$447,000 payments made to date.  The accrual represents the
Company's estimate of the remaining remediation costs based
upon the best information currently available.  Actual
future costs may be different from the amount accrued for
as of March 1, 2002 and may be affected by various factors,
including future testing, the remediation alternatives
taken at the sites, and actual cleanup costs.  The final
remediation costs could also be subject to adjustment
because of the long term nature of the cases, legislative
changes, insurance coverage, 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.




                                       7

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

The Company has also received Notices of Responsibility
under Massachusetts General Laws Chapter 21E on three sites
at the Company's facilities in Canton, Massachusetts.  In
all of these cases, the Company has taken a variety of
actions towards the ultimate cleanup, depending upon the
status of each of the sites.  These activities include the
retention of an independent Licensed Site Professional,
investigation, assessment, containment, and remediation.
The Company has accrued $276,000 as of March 1, 2002 to
cover estimated future environmental cleanup expenditures,
which is net of $885,000 payments made to date.  Actual
future costs may be different from the amount accrued for
as of March 1, 2002.

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

                                First Quarter Ended March 1,  2002
                             -----------------------------------------
                                Loss         Shares         Per Share
                             (Numerator)  (Denominator)      Amount
                             -----------   -----------      ----------
Basic EPS
  Loss available to common
          stockholders      $  (127,000)    2,058,976      $    (0.06)
                                                            ==========
  Effect of dilutive
   stock (A) options                --            --
                             -----------   -----------
Diluted EPS
  Loss available to common
    stockholders and
      assumed conversions   $  (127,000)    2,058,976      $    (0.06)
                             ===========   ==========       ==========

                                First Quarter Ended March 2, 2001
                             -----------------------------------------
                                Loss         Shares         Per Share
                            (Numerator)  (Denominator)       Amount
                             -----------   -----------      ----------
Basic EPS
  Loss available to common
          stockholders      $(2,329,000)    2,036,890      $    (1.14)
                                                            ==========
  Effect of dilutive
   stock (A) options               --             --
                             -----------   -----------
Diluted EPS
  Loss available to common
    stockholders and
      assumed conversions   $(2,329,000)    2,036,890       $   (1.14)
                             ===========   ==========       ==========

(A) Options for 477,739 and 334,365 shares of common
stock were outstanding at March 1, 2002 and March 2,
2001, respectively, but were not included in computing
diluted earnings per share in each of the respective
periods because their exercise prices were greater than
the average market price of the Company's common stock
for the period and their effects were anti-dilutive.  In
addition, options for 151,204 shares of common stock
were outstanding at March 2, 2001, but were not included
in computing diluted earnings per share because of the
loss.

                                       8

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

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

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

The table below presents information related to Plymouth
Rubber's business segments for the three months ended March
1, 2002 and March 2, 2001.


                                         First Quarter Ended
                                       ------------------------
                                        March 1,      March 2,
                                          2002          2001
                                       ---------      ---------
Net Sales . . . . . . . . . . . . . . $   13,941     $   15,017
                                       ---------      ---------

Segment sales to unaffiliated,
      customers:
Plymouth Tapes. . . . . . . . . . . . $   13,639     $   14,049
Brite-Line Technologies . . . . . . .        302            968
                                       ---------      ---------
Consolidated net sales. . . . . . . . $   13,941     $   15,017
                                       =========      =========
Segment operating income (loss):
Plymouth Tapes. . . . . . . . . . . . $      658     $   (1,359)
Brite-Line Technologies . . . . . . .       (386)          (448)
                                       ---------      ---------
Consolidated segment operating
  income (loss)                              272         (1,807)
Interest expense. . . . . . . . . . .       (495)          (613)
Other income (expense). . . . . . . .        119             84
                                       ---------      ---------
Consolidated income (loss),
  before taxes. . . . . . . . . . . . $     (104)    $   (2,336)
                                       =========      =========


(7)     On March 9, 2002, a new tax law was signed into effect
under the "Job Creation and Workers Assistance Act."  Under
the new law, the Company will be allowed to carryback their
net operating losses for five years instead of the three
years currently allowed.  The net refund receivable as a
result is estimated at approximately $187,000 and will be
recorded in the second quarter of fiscal 2002.






                                       9

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

Sales decreased 7.2% to $13,941,000 in 2002 from $15,017,000 in
2001.  Sales at Plymouth Tapes decreased 2.9% to $13,639,000 in
2002 from $14,049,000 in 2001.   While sales in the automotive
markets were level with last year, sales in all other markets
decreased 6.8% due largely to the economic slowdown.  Sales at
Brite-Line Technologies decreased 68.8% to $302,000 in 2002, from
$968,000 in 2001, due to the timing of foreign shipments.

Gross margin increased to 22.1% in 2002 from 7.9% in 2001.
Plymouth Tapes' gross margin increased to 23.0% in 2002 from 9.2%
in 2001.  The major factor driving this increase was lower raw
material purchase prices for 2002, primarily for PVC resins,
which accounted for approximately $250,000 of favorable margin.
In addition, the 2002 manufacturing overhead absorption and
spending combined were approximately $500,000 favorable compared
to 2001, due to lower levels of manufacturing spending and
increased production volumes.  At Brite-Line Technologies, gross
margin decreased to (16.9)% in 2002 from (10.1)% in 2001.  Gross
margin dollars are normally seasonally low during the first
quarter, due to high levels of unabsorbed manufacturing overhead.
Despite the lower sales in 2002, the gross margin dollars did
improve $47,000 from 2001, due to the reduction in lower margin
foreign business along with comparable manufacturing absorption,
as Brite-Line's inventory increased $716,000 in anticipation of
the spring selling season.

Selling, general and administrative expenses, as a percentage of
sales, increased slightly to 20.2% in 2002 from 20.0% in 2001. At
Plymouth Tapes, selling, general and administrative expenses, as
a percentage of sales, decreased to 18.2% in 2002 from 18.9% in
2001.  The major contributor was a $222,000 decrease in salaries
and fringe due to headcount and salary reductions.  In total,
freight, commissions, travel and entertainment, foreign selling,
and leased auto, and depreciation decreased another $106,000.
These reductions were partially offset by a $209,000 reserve for
a freight loss as described below.

In February, 2002, KM Logistics, a third party freight audit and
payment service provider, filed for Chapter 11 bankruptcy
protection, and subsequently Chapter 7 bankruptcy, while holding
approximately $309,000 of Company funds intended to reimburse the
Company's freight carriers for normal services.  Due to the
bankruptcy filing, the Company has provided a reserve for the
full amount of the funds held by KM Logistics.   Approximately
$100,000 of these payments had been made to KM Logistics prior to
fiscal 2001 year-end; this charge was included as a selling,
general and administrative expense at Plymouth Tapes in the
fourth quarter of fiscal 2001.  The remaining $209,000 was
recorded in the first quarter of fiscal 2002 for the funds
remitted to KM Logistics after November 30, 2001.  The Company
intends to pursue all legal means of recovery of the $309,000
balance, although recovery is somewhat doubtful due to the
Chapter 7 filing.

At Brite-Line, selling, general and administrative expenses
decreased 4.3% to $335,000 from $350,000 in 2001.  The largest
factors were a $21,000 decrease in professional fees, and a
$15,000 reduction in travel and entertainment expenses.

Interest expense in 2002 decreased 19.2% to $495,000 from
$613,000 in 2001, primarily because of lower average balances, as
well as lower interest rates, on both the revolving line of
credit and the real estate loan.  Other income was $119,000 in
2002, due largely to a $131,000 gain on the sale of equipment,
and $21,000 of miscellaneous income, partially offset by $34,000
of foreign exchange losses, compared to $84,000 in 2001, which
had $40,000 of foreign exchange gains and miscellaneous net
income items of $44,000.

The after-tax loss for 2002 was $127,000, compared to an after-
tax loss of $2,329,000 in 2001.  In accordance with the Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS109), a full valuation allowance was recorded for any
tax benefits generated from the Company's domestic operations in
2002 and 2001, as they could not be carried back to recover taxes
paid and will not be offset by the reversal of future taxable
differences.  The Company's liquidity situation at March 1, 2002
also provides significant negative evidence regarding its ability
to generate sufficient taxable income in the future to realize
any deferred tax benefit.

                                      10

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations
                            (Continued)

Liquidity and Capital Resources

The Company's term debt agreements contain various covenants
which specify that the Company meet certain financial
requirements, including minimum tangible net worth, fixed charge
coverage ratio and working capital and maximum ratio of total
liabilities to net worth.  In addition, the revolving working
capital credit facility and the real estate term loan contain an
acceleration provision, which can be triggered if the lender
subjectively determines that an event of default has occurred.

The Company has been in default of certain covenants of its term
debt facility as of each quarter-end since September 1, 2000, and
therefore, due to a cross default provision, the Company was also
not in compliance with a covenant under its revolving working
capital credit facility and real estate term loan.  As of March
1, 2002 and November 30, 2001, the Company was not in compliance
with the minimum working capital, fixed charge coverage ratio and
maximum ratio of total liabilities to net worth covenants under
its term debt agreements, resulting in the working capital, real
estate term loan and term debt facilities being payable on
demand, although no such demand has been made to date.  As a
result, all of the Company's term loans (except for that of its
Spanish subsidiary) remain classified as current liabilities on
the Company's Consolidated Balance Sheet at March 1, 2002 and
November 30, 2001, respectively.  As of March 1, 2002, the
Company had delayed $1,818,000 in principal payments on its term
debt and capital lease facilities.

As of March 1, 2002, the Company had used all of the borrowing
capacity under its $18 million revolving line of credit with its
primary working capital lender, after consideration of collateral
limitations and a letter of credit related to a guarantee of 80
million pesetas (approximately $0.4 million) on a term loan
agreement with a Spanish bank syndicate.

The Company's working capital position increased from a negative
$13,661,000 at November 30, 2001 to a negative $13,393,000 at
March 1, 2002, due to a $1,150,000 decrease in accounts payable,
a $914,000 increase in inventory, a $596,000 decrease in short-
term debt, and $73,000 of other working capital decreases,
partially offset by a $2,465,000 decrease in accounts receivable.

The Company is obligated to contribute $855,000 to its defined
benefit plan for the plan year ending November 30, 2001.  Based
upon cash flow projections for fiscal 2002 and the lack of
available borrowing capacity under its debt facilities, the
Company will not have sufficient funds to satisfy this
obligation. The Company has filed for a funding waiver from the
Internal Revenue Service for the $855,000 payments due for the
plan year ending November 30, 2001. The Internal Revenue Service
has indicated they will approve the funding waiver, conditioned
on satisfying the minimum funding requirements for the plan years
ending November 30, 2002 and November 30, 2003.

The Company generated net losses of $127,000 and $2,899,000
during the quarter ended March 1, 2002 and the year ended
November 30, 2001, respectively.

The consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.  The negative working capital position of $13,393,000,
the demand status of the term debt facilities, the lack of
borrowing capacity under the revolving line of credit, the
funding requirement for the defined benefit plan and the
recurring losses generated from operations during fiscal 2002 and
2001, may indicate that the Company will be unable to continue as
a going concern for a reasonable period of time. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



                                      11

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations
                            (Continued)

Since September, 2001, the Company has been negotiating with its
lenders to defer principal payments and modify the financial
covenants under its existing debt facilities.  In December, 2001,
the Company reached an agreement with its primary term debt
lender to defer principal payments from August, 2001, through
March, 2002, and to modify the financial covenants.  In January,
2002, an agreement also was reached with the Company's working
capital lender to defer certain principal payments on the real
estate term loan from December, 2001 through March, 2002.
However, these two agreements will not be deemed effective until
all other lenders have agreed to similar terms, interest payments
are current, and several other conditions are met.  The Company
has also negotiated a revised agreement with its equipment
leasing lender. The Company anticipates that it will be able to
negotiate a similar agreement with its remaining term debt
lender.  Beyond March, 2002, the Company plans to continue to
pursue restructured debt facilities and/or deferred principal
payments at least through the end of fiscal 2002, and has again
opened discussions with its lenders.

It is management's belief that if payments of interest and
principal on the Company's debt facilities can be deferred
through the end of fiscal 2002 and the Internal Revenue Service
grants a pension funding waiver for the plan year ended November
30, 2001, as described above, cash flows generated from
operations will be sufficient to meet the Company's liquidity
needs during fiscal 2002. Although management expects to be able
to accomplish its business and financing plans, there is no
assurance that it will be able to do so.  The Company's plans
depend upon many factors, including those outlined in the Safe
Harbor Statement below.  Failure to accomplish these plans could
have an adverse impact on the Company's liquidity, financial
position, and ability to continue operations.

Cash generated from operating activities was $593,000 in 2002, as
compared to $1,178,000 in 2001.  The major factors contributing
to cash from operating activities were a decrease in accounts
receivable of $2,428,000 at Plymouth Tapes and Brite-Line,
depreciation and amortization of $722,000, a decrease in prepaid
expenses of $148,000, and a $36,000 increase in pension
obligation, partially offset by a decrease in accounts payable of
$1,127,000, an increase in inventory of $941,000, largely at
Brite-Line in anticipation of the selling season, a decrease in
accrued expenses of $227,000, a $131,000 gain on the disposal of
plant assets, a net loss of $127,000, a $114,000 decrease in
other liabilities, and a $74,000 increase in other assets.  This
operating cash flow and cash provided through the sale of plant
assets and sale/leaseback of plant assets totaling $177,000 were
used to reduce borrowings under the Company's revolving line of
credit by $574,000, to pay off term debt and capital leases of
$148,000, and for capital expenditures of $64,000.

During the first quarter of 2001, the Company was contacted by
the American Stock Exchange (AMEX) regarding minimum listing
requirements on the number of public Class A common stockholders
(200), and the aggregate market value of the publicly held Class
A common stock ($1,000,000).  The Company met with AMEX
representatives and believes that it meets the minimum number of
public Class A stockholders.  The Company has reviewed various
options regarding the aggregate market value of the publicly held
Class A common stock.  The Company has not received further
communication from AMEX regarding this matter.

Critical Accounting Policies

The Company's significant accounting policies are discussed in
Note 1 of the audited financial statements, which are included in
the Company's most recent Annual Report on Form 10-K.  Certain
accounting policies are important to the portrayal of the
Company's financial condition and results of operations, and
require management's subjective judgments.  These policies relate
to the deferred tax asset valuation allowance and inventory
reserves.




                                      12

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations
                            (Continued)

Recognition of a deferred tax asset is dependent on generating
sufficient future taxable income prior to the expiration of the
tax loss and credit carryforward.  The Company has taken a full
valuation allowance for this tax benefit in accordance with the
Statement of Financial Accounting Standards No. 109.  Should the
Company's liquidity situation improve, the amount of the deferred
tax asset considered realizable could be increased and could
result in a credit to income tax expense in the period such
determination was made.

The Company writes down its inventory for estimated obsolescence
or unmarketable inventory based upon the difference between the
cost of the inventory and the estimated net realizable value,
based upon assumptions about future demand and market pricing.
If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be
required.

Impact of New Accounting Pronouncements

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" (FAS 141), and
Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" (FAS 142). FAS 141 requires that the
purchase method of accounting be used for all business
combinations initiated after June 30, 2001. FAS 141 also
specifies criteria that intangible assets acquired in a purchase
method business combination must meet to be recognized and
reported apart from goodwill. FAS 142 will require that goodwill
and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment. FAS 142 is
effective for fiscal years beginning after December 15, 2001, and
was adopted by the Company effective December 1, 2001. As of
November 30, 2001, the Company

had unamortized goodwill of approximately $360,000, subject to
the provisions of FAS 142.  The adoption of these standards did
not have a material impact on the Company's consolidated
financial statements.

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143,"Accounting for Asset Retirement
Obligations"(FAS 143).  FAS 143 requires entities to record the
fair value of a liability for an asset retirement obligation in
the period in which it is incurred. When the liability is
initially recorded, the Company is required to capitalize a cost
by increasing the carrying amount of the related long-lived
asset. Over time, the liability is accreted to its present value
each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement.  FAS
143 will be effective for fiscal years beginning after June 15,
2002 and will be adopted by the Company effective November 30,
2002. The Company is currently assessing the impact of the
adoption of FAS 143.

In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-lived Assets" (FAS 144), which supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to Be
Disposed Of" (FAS 121), and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" (APB 30), for the disposal of a segment
of a business.  Because FAS 121 did not address the accounting
for a segment of a business accounted for as a discontinued
operation under APB 30, two accounting models existed for long-
lived assets to be disposed of.  FAS 144 establishes a single
accounting model, based on the framework established in FAS 121,
for long-lived assets to be disposed of. It also addresses
certain significant implementation issues under FAS 121.  The
provisions of FAS 144 will be effective for the Company as of
November 30, 2002.  The Company is in the process of assessing
the impact of the adoption of FAS 144.


                                      13

<PAGE>
Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations
                            (Continued)

Safe Harbor Statement

Certain statements in this report, in the Company's press
releases and in oral statements made by or with the approval of
an authorized executive officer of the Company may constitute
"forward-looking statements" as that term is defined under the
Private Securities Litigation Reform Act of 1995.  These may
include statements projecting, forecasting or estimating Company
performance and industry trends.  The achievement of the
projections, forecasts or estimates is subject to certain risks
and uncertainties.  Actual results may differ materially from
those projected, forecast or estimated.  The applicable risks and
uncertainties include general economic and industry conditions
that affect all international businesses, as well as matters that
are specific to the Company and the markets it serves.  General
risks that may impact the achievement of such forecast include:
compliance with new laws and regulations, significant raw
material price fluctuations, changes in interest rates, currency
exchange rate fluctuations, limits on the repatriation of funds
and political uncertainty.  Specific risks to the Company
include: risk of recession in the economies and /or markets in
which its products are sold, the Company's ability to refinance
its credit facilities or obtain additional financing, risk of the
Company's lenders demanding principal payments on outstanding
terms loans, risk of not receiving waiver from the government on
the required contribution into the pension plan, the
concentration of a substantial percentage of the Company's sales
with a few major automotive customers, cost of raw materials,
risk of raw material supply interruptions or shortages, and
pricing pressures from competitors and customers.



































                                      14

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.

PART II.     OTHER INFORMATION

Item 1.  Legal Proceedings

         Reference is made to the information contained in
         Item 3 of the Company's Annual Report on Form 10-K
         for its fiscal year ended November 30, 2001, and in
         Note 11 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





























                                      15

<PAGE>
                                 SIGNATURES





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








                                  Plymouth Rubber Company, Inc.
                                          (Registrant)




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




Date:  April 11, 2002































                                      16

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.
                             INDEX TO EXHIBITS

Exhibit
  No.        Description

(2)     Not Applicable.

(3)(i)     Restated Articles of Organization -- incorporated by
reference to Exhibit 3(i) of the Company's Annual  Report
on Form 10-K for the year ended December 2, 1994.

(3)(ii)     By Laws, as amended -- incorporated by reference to
Exhibit (3)(ii) of the Company's Annual Report on Form 10-K
for the year ended November 26, 1993.

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

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

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

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

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

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

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

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

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

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




                                      17

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.
                             INDEX TO EXHIBITS
                                (Continued)
Exhibit
  No.       Description

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

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

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

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

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

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

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

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

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

(4)(xx)     Promissory Note between Plymouth Rubber Company, Inc.
and General Electric Capital Corporation dated June 29,
1999 -- incorporated by reference to Exhibit (4)(xx) to the
Company's report on Form 10-Q for the quarter ended August
26, 1999.

(4)(xxi)     First Amended and Restated Schedule A -- Special
Provisions to Loan and Security Agreement between Plymouth
Rubber Company, Inc., and LaSalle National Bank dated June
16, 1999 -- incorporated by reference to Exhibit (4)(xxi)
to the Company's report on Form 10-Q for the quarter ended
March 3, 2000.



                                      18

<PAGE>
                        PLYMOUTH RUBBER COMPANY, INC.
                             INDEX TO EXHIBITS
                                (Continued)
Exhibit
  No.       Description


(4)(xxii)     Promissory Note between Plymouth Rubber Company,
Inc. and General Electric Capital Corporation dated
December 29, 1999 -- incorporated by reference to Exhibit
(4)(xxii) to the Company's report on Form 10-Q for the
quarter ended March 3, 2000.


(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.

(11)     Not  Applicable.

(15)     Not  Applicable

(18)     Not  Applicable.

(19)     Not Applicable

(22)     Not  Applicable.

(23)     Not Applicable.

(24)     Not  Applicable.

(27)     Not  Applicable.















                                      19