SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549
     
     
                      FORM    10-Q/A
     
     
     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
     
     
     
     For Quarter Ended   February 28, 1997  Commission File Number 1-5197
     
     
                           Plymouth Rubber Company, Inc.               
                 (Exact name of registrant as specified in its charter)
     
     
                   Massachusetts                         04-1733970     
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)              Identification No.)
     
     
           104 Revere Street, Canton, Massachusetts                02021 
           (Address of principal executive offices)            (Zip Code)
     
     
                                      (617) 828-0220                    
                      Registrant's telephone number, including area code
     
     
                                     Not Applicable                     
     (Former name, former address, and former fiscal year, if changed
     since last report).
     
     
     Indicate by checkmark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months (or
     for such shorter period that the registrant was required to file
     such reports), and (2) has been subject to such filing requirements
     for the past 90 days.
     
                 Yes    X      No     
     
     
     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the close of the period covered by
     this report.
     
     
     Class A common stock, par value $1 -   810,586
     Class B common stock, par value $1 - 1,090,197  
     
<PAGE>1
     
             PLYMOUTH RUBBER COMPANY, INC.
     
     
     
     
     PART I.  FINANCIAL INFORMATION
     
     
              Item 1.    Financial Statements:
     
                         Consolidated Statement of Operations and
                         Retained Earnings (Deficit)
     
                         Consolidated Balance Sheet
     
                         Consolidated Statement of Cash Flows
     
                         Notes To Consolidated Financial Statements
     
              Item 2.    Management's   Discussion   and  Analysis  of    
                         Financial Condition and Results of Operations
     
     
     PART II. OTHER INFORMATION
     
     
<PAGE>2
     
     PART I.  FINANCIAL INFORMATION
     
     Item 1.  Financial Statements
     
     
[CAPTION]     
                  PLYMOUTH RUBBER COMPANY, INC.
             CONSOLIDATED STATEMENT OF OPERATIONS AND
                   RETAINED EARNINGS (DEFICIT)
     
        (In Thousands Except Share and Per Share Amounts)
                           (Unaudited)
     
<TABLE>
     
                                                     First  Quarter  Ended   
                                                      Feb. 28,       March 1,
                                                       1997            1996  
    <S>                                             <C>           <C>
     Net Sales                                       $ 15,284      $  13,312
     
     Cost and Expenses:
       Cost of products sold                           11,488         10,351
       Selling, general and administrative              3,139          2,226
     
                                                       14,627         12,577
     Operating income                                     657            735
     Interest expense                                    (336)          (302)
     Other income (expense), net                          (76)           (21)
     
     Income before taxes                                  245            412 
     Provision for income taxes                          (104)          (107)
     
     Net income                                           141            305 
     Retained earnings (deficit) at
      beginning of period                              (3,548)        (4,577)
     
     Retained earnings (deficit) at
      end of period                                  $ (3,407)     $  (4,272)
     
     
     Per Share Data:
     
     Primary Earnings Per Share: 
     
     Net Income                                      $    .06      $     .14  
     
     Weighted average number of shares
     outstanding                                       2,197,883       2,239,306
     
     Fully Diluted Earnings Per Share:
     
     Net Income                                      $    .06      $     .14  
     
     Weighted average number of shares
     outstanding                                       2,197,883       2,239,306
      
</TABLE>
     
     See Accompanying Notes To Consolidated Financial Statements
<PAGE>3
    
     
[CAPTION]  
                   PLYMOUTH RUBBER COMPANY, INC.
                    CONSOLIDATED BALANCE SHEET
                          (In Thousands)     
<TABLE>
     
                                                         Feb. 28,      Nov. 29,
                                                          1997           1996  
                                                      (Unaudited)
    <S>                                              <C>           <C>
     ASSETS                                     
     CURRENT ASSETS:
     Cash                                             $     30       $     --
     Accounts receivable                                 8,855          7,737
     Allowance for doubtful accounts                      (269)          (174)
     
     Inventories:
       Raw materials                                     3,956          3,730 
       Work in process                                   1,707          1,962
       Finished goods                                    6,048          5,633
                                                        11,711         11,325
     
     Deferred tax assets, net                            1,972          1,972
     Prepaid expenses and other current assets             870            744
       Total current assets                             23,169         21,604
     
     PLANT ASSETS:
      Plant assets                                      31,921         27,753
      Less: Accumulated depreciation                    19,844         17,937
        Total plant assets, net                         12,077          9,816
     
     OTHER ASSETS:
      Deferred tax assets, net                           2,599          2,802
      Other long-term assets                             1,321            528
                                                         3,920          3,330
      Total Assets                                    $ 39,166       $ 34,750
     
     LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES:
      Revolving line of credit                        $  6,292       $  5,189
      Trade accounts payable                             4,912          5,626
      Accrued expenses                                   3,914          3,664
      Current portion of long-term borrowings            1,485          1,538
      Current portion of product warranties                 81            106
        Total current liabilities                       16,684         16,123
     
     LONG-TERM LIABILITIES:
      Borrowings                                         9,429          5,430
      Pension obligation                                 3,507          3,647
      Product warranties                                   678            678
      Other                                              1,574          1,684
       Total long-term liabilities                      15,188         11,439
     
     STOCKHOLDERS' EQUITY:
     Preferred stock                                        --                --
     Class A voting common stock                           810            810
     Class B non-voting common stock                     1,220          1,192 
     Paid in capital                                     9,081          9,086
     Retained earnings (deficit)                        (3,407)        (3,548)
     Cumulative translation adjustment                     (67)            --
     Pension liability adjustment, net of tax             (162)          (162)
     Deferred compensation                                (181)          (190)
    Total stockholders' equity                           7,294          7,188
    TOTAL LIABILTIES & STOCKHOLDERS EQUITY            $ 39,166       $ 34,750
</TABLE>
     
     
     See Accompanying Notes To Consolidated Financial Statements
<PAGE>4
[CAPTION]       
                  PLYMOUTH RUBBER COMPANY, INC.
               CONSOLIDATED STATEMENT OF CASH FLOWS
                  (In Thousands)     (Unaudited)
<TABLE>
     
                                                     First  Quarter  Ended   
                                                    Feb. 28,          March 1,
                                                      1997              1996  
<S>                                                <C>            <C>   
 Cash flows from operating activities:
       Net Income                                   $    141       $    305 
        Adjustments to reconcile net income
         to net cash provided by (used in)
         operating activities:
           Depreciation and amortization                 339            270
           Amortization of deferred compensation           9             10
          Accrued foreign currency exchange loss          55             --
           Change in valuation allowance                  --            (58)
        Changes in assets and liabilities:
           Accounts receivable                            12           (298)
           Inventory                                    (129)           663 
           Prepaid expenses                              (25)           (15)
           Other assets                                  (20)             1
           Accounts payable                             (477)          (498)
           Accrued expenses                              (52)          (181)
           Pension obligation                           (140)           (60)
           Product warranties                            (25)           (24)
           Other liabilities                            (137)           (86)
       Net cash provided by (used in)
        operating activities                            (449)            29 
     
     Cash flows from investing activities:
       Capital expenditures                           (1,145)          (544)
       Cash paid to purchase Cintas Adhesivas 
        Nunez, S.A., net of cash acquired of $90      (2,290)            --
       Purchase price adjustment - Brite-Line 
        Technologies, Inc.                              (597)            --  
       Net cash used ininvesting activities           (4,032)          (544)
     
     Cash flows from financing activities:
       Net increase (decrease) in revolving
        line of credit                                   877           (881) 
       Proceeds from term loan                         4,050          3,657     
       Payments of term loan                            (313)        (2,230)
       Payments on capital leases                        (53)           (20)
       Payments on insurance financing                   (66)           (56)
       Proceeds from issuance of common stock             23             45  
       Net cash provided by financing activities       4,518            515 
       
     Effect of exchange rates on cash                     (7)            --
       Net change in cash                                 30             --
     Cash at the beginning of the period                  --             --
     Cash at the end of the period                  $     30       $     --
     
     
         Supplemental Disclosure of Cash Flow Information
<PAGE>5


 
     Cash paid for interest                         $    343       $    242
     Cash paid for income taxes                     $      1       $     26
</TABLE>
     
          See Accompanying Notes To Consolidated Financial Statements     
<PAGE>6     

                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.
     
     (2)  In connection with its former roofing materials business, the
     Company issued extended warranties as to the workmanship and
     performance of its products. Over 99% of these warranties had
     expired prior to the end of 1995, and the last of the ten year
     warranties expired in 1996. (A small number of certain other, more
     restrictive, and limited warranties continue thereafter.)  The
     estimated costs of these warranties were accrued at the time of
     sale, subject to subsequent adjustment to reflect actual experience,
     which resulted in additional charges to operations during 1994 of
     $325,000.  Some warranty holders have filed claims or brought suits
     currently aggregating approximately $721,000 against the Company and
     others relating to alleged roof failures. The Company believes, upon
     advice of counsel, that its warranty obligation under such
     warranties is limited to the cost of the roofing materials and that
     the amounts of the claims are significantly in excess of its
     ultimate liability. The Company is vigorously defending against
     these claims and believes that some are without merit and that the
     damages claimed in others may not bear any reasonable relationship
     to the merits of the claims or the real amount of damage, if any,
     sustained by the various claimants. Management believes that the
     $784,000 reserve recorded at November 29, 1996 is adequate provision
     for the Company's remaining warranty obligations.
     
     The Company is a defendant in several other lawsuits arising in the
     normal course of business.  Based upon advice of counsel, management
     believes that these lawsuits will not have a material adverse effect
     on the Company's results of operations or its financial position.
     
     In December 1996, the Company entered into a purchase commitment for
     a significant piece of equipment  to be financed with a new term
     loan. 
     
     In October 1996, LB Acquisition, Inc., which was renamed Brite-Line
     Technologies, Inc., a new, wholly-owned  subsidiary of the Company, 
     acquired certain assets of Brite-Line Industries, Inc. from senior
     secured creditors.  In connection with this transaction, the Company
     guaranteed the collection of accounts receivable in the amount  of
     $2,100,000. On or about February 4, 1997, the Company paid
     $586,324.71 as the full and final balance due under this guarantee.
    
     The United States Environmental Protection Agency (EPA) has asserted
     three (3) outstanding  claims against the Company under the
     Comprehensive Environmental Response, Compensation and Liability Act
     ("CERCLA"), pursuant to which EPA is seeking to recover from the
     Company and other "generators" the costs associated with the clean-up 
     of certain sites used by licensed disposal companies hired by the
     Company as independent contractors for the disposal and/or
     reclamation of hazardous waste materials. In one case, in respect to
     the Superfund site known as Re-Solve, Inc., of Dartmouth,
     Massachusetts, the Company entered into a Consent Decree, which
     required payment by the Company of $100,000 plus interest over a
     period of five years in full settlement of the EPA claim. The
     Company has paid $84,000 and owes one payment of $16,000 in 1997.
     
     With respect to the second assertion against the Company under
     CERCLA, a General Notice of Potential Liability was sent to 1,659
     Potentially Responsible Parties ("PRP") including the Company, in 
     
<PAGE>7     
     
     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
          NOTES TO FINANCIAL STATEMENTS (Unaudited)Continued
     
     June, 1992, relative to a Superfund Site known as Solvent Recovery
     System of New England ("SRS")  at a location in Southington,
     Connecticut, concerning shipments to the site which occurred between
     June 1, 1956, and January 25, 1974.   
     
     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. Phase II of
     the clean-up and the Remedial Investigation/Feasibility Study
     ("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 $498,000, which is net of
     a $127,000 payment made by the Company, in the accompanying
     consolidated financial statements as of February 28, 1997 is 
     reasonable in relation to the Company's attributed share of total
     estimated aggregate cost.  This amount is subject to adjustment for
     future developments that may arise from the long-range nature of
     this EPA case, legislative changes, insurance coverage, the
     uncertainties associated with the ultimate outcome of the Record of
     Decision ("ROD"), the joint and several liability provisions of
     CERCLA, and the Company's ability to successfully negotiate an
     outcome similar to its previous experience in these matters.  No
     actions have been filed by the EPA against the Company.   Therefore,
     while the Company is participating in the PRP Group, it is
     impossible to determine the Company's total ultimate liability
     and/or responsibility at this time.   
    
     On January 25, 1994, the Company received a notification of an
     additional Superfund Site, Old Southington Landfill, (the "OSL
     Site") regarding which the EPA asserts that the Company is a PRP. 
     The OSL Site is related to the SRS Site in that, the EPA alleges,
     after receipt and processing of various hazardous substances from
     PRP's, the owners  and/or operators of the SRS Site shipped the
     resultant contaminated soil from the SRS Site to the OSL Site. 
     Since the Company is alleged to have shipped materials to the SRS
     Site, the EPA alleges that the Company is also a PRP of the OSL
     Site.   In addition, there were three (3) direct shippers to the
     site, the Town of Southington, General Electric, and Pratt &
     Whitney, as well as other transporters and/or  users.   Based on
     EPA's asserted volume of shipments to SRS during that time period,
     the EPA has attributed 4.89% of waste volume of all SRS customers,
     to the Company; no attempt has been made by EPA to  adjust  the 
     waste  volume  for the  distillation  done  by  SRS  prior  to 
     shipment to OSL, or  to allocate a percentage to the Company in 
     relation to direct users of the OSL Site, or in relation to a
     combination of direct and indirect users of the site.  An ROD was
     issued in September, 1994 for the first Phase of the clean-up,
     estimated to cost approximately $16 million. A PRP Group was formed
     and the Company became a participant in the Joint Defense Group of
     OSL/SRS "transshipper" PRP's and in the Alternative Dispute
     Resolution process.  This process resulted in a mediated settlement
     for the first phase of the clean up, as well as settlement of past
     costs and orphan shares.  The Company will pay $165,000 to $190,000
     in settlement of the first phase.  The settlement of the  second
     phase is currently being mediated; total costs to the SRS
     "transshipper" group are not expected to exceed approximately $15
     million.  The Company has been notified that certain members of the
     "transshipper" PRP's, including the Company will likely be precluded
     from participating in a mediated settlement on a "de minimis" basis
     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 February 28, 1997.  This 
   
     
<PAGE>8     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
          NOTES TO FINANCIAL STATEMENTS (Unaudited)Continued
     
     amount is subject to future developments that may arise from the
     long-range nature of this EPA case, legislative changes, insurance
     coverage, the uncertainties associated with the ultimate outcome of
     the ROD and the joint and several liability provisions of CERCLA,
     and the Company's  ability to successfully  negotiate  an outcome 
     similar to its previous experience in these matters.  No actions
     have been currently filed by the EPA against the Company. 
     Therefore, while the Company intends to vigorously defend this
     matter, it is impossible to determine the Company's total liability
     and/or responsibility at this time.
     
     In addition, in the process of preparing to eliminate the use of
     certain underground storage tanks located at the Company's
     manufacturing facility, the Company determined that some soil
     contamination had occurred in a small localized area near the tanks
     in question.  According to the preliminary  information obtained by
     an independent Licensed Site Professional, the contamination of the
     soil appears to be confined to a small area and does not pose an
     environmental risk to the surrounding property or community.  In
     accord with Massachusetts requirements, the Company notified the
     Massachusetts Department of Environmental Protection ("DEP") of the
     foregoing on or about August 24, 1994.   Plymouth has employed a
     licensed site professional as required by statute to investigate the
     site.  Remediation action is in process.  It is expected that such
     assessment and remediation will take up to two years to complete and
     that the remaining  costs for same will not exceed the additional 
     sum of  $210,000, 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.  While it is probable that other customers of
     H&M Drum also shipped waste to them, it is management's
     understanding that the DEP has not yet undertaken to notify other
     Potentially Responsible Parties, with the exception of the owners of
     the sites.  The Company has begun an investigation which reveals
     that it is probable that other PRP's exist.  In compliance with DEP
     requests and statutory requirements, the Company has hired a
     licensed site professional to perform certain technical service at
     the sites.  However, the Company has little information regarding
     these sites and its potential involvement, including the identity
     and contributions of other PRP's and the scope of the clean-up
     necessary, and therefore has not recorded any liability as of
     February 28, 1997.  A response to the Notice of Responsibility has
     been made and cooperative efforts, including  an investigation of
     additional PRP's and the status of the site, will be made. 
       
     
     (3)  Checks outstanding in excess of certain cash balances totaling
     $646,000 and $623,000 at February 28, 1997 and November 29, 1996,
     respectively, have been included in accounts payable.
     
     
     (4)  On June 11, 1996, the Company declared a 5% stock dividend on both
     Class A (voting) and Class B (non-voting) common stock.  The
     dividend was paid in Class B shares on August 19, 1996 to
     shareholders of record as of June  24, 1996.  Retained earnings was
     charged for $843,000 based on a dividend value of $8.875 per share. 
     Cash was paid in lieu of fractional shares using the closing price
     of Class B common stock on June 10, 1996, and was less than $2,000. 
               
     
     
<PAGE>9     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
          NOTES TO FINANCIAL STATEMENTS (Unaudited)Continued
     
     
     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 Basis): 
     
                                                         First Quarter Ended 
                                                        Feb. 28,     March 1,
                                                          1997        1996   
     
               Average shares outstanding             2,004,095    1,980,814
               Adjustments thereto (1)                  193,788      258,492
     
                                                      2,197,883    2,239,306
     
          Common and Common Equivalent Shares (Fully Diluted Basis):
     
               Average shares outstanding            2,004,095    1,980,814
               Adjustments thereto (2)                 193,788      258,492
     
                                                     2,197,883    2,239,306
     
          (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, respectely, and accordingly, pro forma
     disclosure is not presented herein.
     
     (6)  On January 3, 1997, Plymouth Rubber Europa, S.A. a newly formed,
     wholly-owned subsidiary of the Company, acquired 100 percent of the
     outstanding shares of Cintas Adhesivas Nunez, S.A ("CANSA").  The
     aggregate purchase price of $3,100,000, which includes transaction
     costs, was allocated as follows:
     
               Working capital          $   320,000
               Plant assets, net          1,160,000
               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 two months ended February
     28, 1997.  The impact of CANSA's results of operations for the one
     month ended December 31, 1996 and for the corresponding quarter of
     the fiscal year ended November 29, 1996 was not significant.
    
     
     (7)  Financial instruments with off-balance sheet risks
     
     During the current quarter, 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 February 28, 1997, these exposures primarily
     included a firm purchase commitment and an intercompany loan, both 
     
<PAGE>10
     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
          NOTES TO FINANCIAL STATEMENTS (Unaudited)Continued
     
     
     denominated in European currencies.  At February 28, 1997, the
     Company held buy and sell foreign currency forward contracts on the
     two transactions, respectively, with maturities prior to November
     28, 1997.  The buy contract, which was denominated in Deutschmarks,
     is on a notional amount of $3 million at February 28, 1997.  The
     sell contract, denominated in Spanish Pesetas, is for a notional
     amount of $1.6 million  at February 28, 1997. The fair value of the
     forward exchange contracts is estimated based on quoted market
     prices from the bank, and at February 28, 1997, the Company would
     have paid approximately $135,000 to terminate the buy contract, and
     would have received approximately $104,000 to terminate the sell
     contract.
     
     (8)  Subsequent event
     
     On or about March 21, 1997, the Company signed a letter of intent
     for the sale of a certain parcel of undeveloped land owned by the
     Company and located at Revere Street, Canton, Massachusetts.  The
     negotiated selling price is approximately $500,000, which signifi-
     cantly exceeds the nominal recorded value of the land and will
     result in a gain approximating the selling price. 
     
          
<PAGE>11
     
     Item 2.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations
     
     
     Net sales at $15,284,000 were up 15% compared with the first quarter of
     1996, which was up 6% from the same period in 1995.  The sales increase
     reflects sales by the October, 1996 and January, 1997 acquisitions now
     operating as Brite-Line Technologies, Inc. and Plymouth Rubber Europa,
     S.A., respectively, and the continued growth  in sales to export markets,
     and to wire harnessing tapes to the domestic automotive industry.  Sales
     to the domestic automotive and export markets increased 12% and 14%,
     respectively, over the prior year's first quarter.  Sales to the non-
     automotive OEM market declined by 22%, due primarily to capacity
     restrictions.  The automotive and export increases continue to reflect
     trends to a more complex electrical systems and motor vehicles and towards
     larger vehicles, especially trucks and utility vehicles. 
     
     Operating income at $657,000 is down 11% from the first quarter of 1996,
     reflecting a moderate increase from Plymouth's traditional business and
     Plymouth Rubber Europa, S.A. (acquired January 3, 1997), offset by an
     expected loss from operations of Brite-Line Technologies, Inc. (acquired
     October 4, 1996). Moderate losses are expected from Brite-Line operations
     in the first several months of 1997 because of the highly seasonal nature
     of the pavement marking business.  The operating income reduction reflects
     a 28% increase in gross profit, which was more than offset by a 41%
     increase in selling, general, and administrative expenses.  The $835,000
     gross profit increase is primarily attributable to the higher sales
     volume, coupled with favorable manufacturing variances reflecting improved
     yields, improved material usage, and volume oriented cost reductions,
     which increased the gross margin 2.6 percentage points as compared to the
     prior year's first quarter.
     
     Selling expenses increased 29% compared to the first quarter of 1996,
     reflecting increases in outgoing freight, salesmen's salaries, warehousing
     and travel expenses.  General and administrative expenses, exclusive of
     the $147,000 recovery from the settlement of a lawsuit in last year's
     first quarter, increased 17% over the corresponding period of 1996,
     reflecting higher accruals for incentive compensation and profit sharing.
     
     Income before taxes at $245,000 is down $167,000 from the first quarter of
     1996, which benefited from the $147,000 lawsuit settlement.  Exclusive of
     the $147,000 settlement in 1996, income before tax is substantially
     unchanged from the prior year's corresponding quarter, reflecting the 12%
     higher adjusted operating income, offset by a $34,000 increase in interest
     expense, and a $67,000 foreign currency exchange loss on foreign accounts
     receivable (intercompany) due to the rapid strengthening of the dollar in
     early 1997.  The increased interest expense is the result of higher loan
     volume due primarily to the financing of the two acquisitions, offset in
     part by reduced interest rates attributable to the replacement of the
     Company's primary lender on June 6, 1996. 
     
     Net income at $141,000 is down $164,000 from the first quarter of 1996,
     which included a $58,000 recapture of a deferred tax valuation allowance
     that resulted in an effective income tax rate of approximately 26% in that
     quarter. 
     
     During the first quarter of 1997, the Company used proceeds from
     additional term debt ($4,050,000) and an $877,000 increase in its
     revolving line of credit with its primary lender to (1) finance a
     ($449,000) shortfall in cash provided by operations, (2) purchase Cintas
     Adhesivas Nunez, S.A. (now operating as Plymouth Rubber Europa,
     S.A.)($2,290,000), (3) increase its investment in Brite-Line Technologies,
     Inc. ($597,000), and (4) to add to capital equipment ($1,145,000).  Cash
     provided by net income ($141,000) and depreciation ($339,000) in the first
     quarter shortfell the cash used to make a minor increase in inventory
     ($129,000), reduce accounts payable ($477,000), reduce pension ($140,000),
     and to reduce other current obligations.  
     
     
     
     
     
     
     
     
<PAGE>12
     
     Item 2.   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations
     
                         (Continued)
     
     
     
     As of February 28, 1997, because of collateral limitations and after
     consideration of the letter of credit related to the purchase of a
     significant piece of equipment to be delivered in the fourth quarter of
     1997 and to be operational in the second quarter 1998, the Company had
     approximately $450,000 of unused borrowing capacity under its $15 million
     line of credit.  In the opinion of management, anticipated profits, the
     second quarter completion of the Spanish bank syndicate loan, as well as
     unused capacity under existing and anticipated borrowing arrangements 
     pertaining to Brite-Line Technologies, Inc. with the Company's primary
     lender will provide sufficient funds to meet expected needs during 1997,
     including working capital expansion to support sales growth, and an
     investment in improved technology and capital equipment. 
     
     
     
     
     
     
<PAGE>13
          
     PART II.  OTHER INFORMATION
     
     
     
     
     Item 1.        Legal Proceedings
     
     Reference is made to the information contained in Item 3 of
     the Company's Annual Report on Form 10-K for its fiscal year
     ended November 29, 1996, and in Note 13 of the Notes To
     Financial Statements, contained in said Annual Report.
     
     The United States Environmental Protection Agency (EPA) has
     asserted three (3) outstanding  claims against the Company
     under the Comprehensive Environmental Response, Compensation
     and Liability Act ("CERCLA"), pursuant to which EPA is seeking
     to recover from the Company and other "generators" the costs
     associated with the clean-up of certain sites used by licensed
     disposal companies hired by the Company as independent
     contractors for the disposal and/or reclamation of hazardous
     waste materials. In one case, in respect to the Superfund site
     known as Re-Solve, Inc., of Dartmouth, Massachusetts, the
     Company entered into a Consent Decree, which required payment
     by the Company of $100,000 plus interest over a period of five
     years in full settlement of the EPA claim. The Company has
     paid $84,000 and owes one payment of $16,000 in 1997.
     
     With respect to the second assertion against the Company under
     CERCLA, a General Notice of Potential Liability was sent to
     1,659 Potentially Responsible Parties ("PRP") including the
     Company, in June, 1992, relative to a Superfund Site known as
     Solvent Recovery System of New England ("SRS")  at a location
     in Southington, Connecticut, concerning shipments to the site
     which occurred between June 1, 1956, and January 25, 1974.   
     
     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. Phase II of the clean-up and
     the Remedial Investigation/Feasibility Study ("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
     $498,000, which is net of a $127,000 payment made by the
     Company, in the accompanying consolidated financial statements
     as of February 28, 1997 is  reasonable in relation to the
     Company's attributed share of total estimated aggregate cost. 
     This amount is subject to adjustment for future developments
     that may arise from the long-range nature of this EPA case,
     legislative changes, insurance coverage, the uncertainties
     associated with the ultimate outcome of the Record of Decision
     ("ROD"), the joint and several liability provisions of CERCLA,
     and the Company's ability to successfully negotiate an outcome
     similar to its previous experience in these matters.  No
     actions have been filed by the EPA against the Company.  
     Therefore, while the Company is participating in the PRP
     Group, it is impossible to determine the Company's total
     ultimate liability and/or responsibility at this time.   
    
     On January 25, 1994, the Company received a notification of an
     additional Superfund Site, Old Southington Landfill, (the "OSL
     Site") regarding which the EPA asserts that the Company is a
     PRP.  The OSL Site is related to the SRS Site in that, the EPA
     alleges, after receipt and processing of various hazardous
     substances from PRP's, the owners  and/or operators of the SRS
     Site shipped the resultant contaminated soil from the SRS Site
     to the OSL Site.  Since the Company is alleged to have shipped
     materials to the SRS Site, the EPA alleges that the Company is
     also a PRP of the OSL Site.   In addition, there were three 
<PAGE>14
     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
               OTHER INFORMATION (Continued)
     
     
     (3)  direct shippers to the site, the Town of Southington, General
     Electric, and Pratt & Whitney, as well as other transporters
     and/or  users.    Based on EPA's asserted volume of shipments
     to SRS during that time period, the EPA has attributed 4.89%
     of waste volume of all SRS customers, to the Company; no
     attempt has been made by EPA to  adjust  the  waste  volume 
     for the  distillation  done  by  SRS  prior  to  shipment to
     OSL, or  to allocate a percentage to the Company in relation
     to direct users of the OSL Site, or in relation to a
     combination of direct and indirect users of the site.  An ROD
     was issued in September, 1994 for the first Phase of the
     clean-up, estimated to cost approximately $16 million. A PRP
     Group was formed and the Company became a participant in the
     Joint Defense Group of OSL/SRS "transshipper" PRP's and in the
     Alternative Dispute Resolution process.  This process resulted
     in a mediated settlement for the first phase of the clean up,
     as well as settlement of past costs and orphan shares.  The
     Company will pay $165,000 to $190,000 in settlement of the
     first phase.  The settlement of the  second phase is currently
     being mediated; total costs to the SRS "transshipper" group are
     not expected to exceed approximately $15 million.  The Company
     has been notified that certain members of the "transshipper"
     PRP's, including the Company will likely be precluded from
     participating in a mediated settlement on a "de minimis" basis
     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 February
     28, 1997.  This amount is subject to future developments that
     may arise from the long-range nature of this EPA case,
     legislative changes, insurance coverage, the uncertainties
     associated with the ultimate outcome of the ROD and the joint
     and several liability provisions of CERCLA, and the Company's 
     ability to successfully  negotiate  an outcome  similar to its
     previous experience in these matters.  No actions have been
     currently filed by the EPA against the Company.  Therefore,
     while the Company intends to vigorously defend this matter, it
     is impossible to determine the Company's total liability
     and/or responsibility at this time.
     
     In addition, in the process of preparing to eliminate the use
     of certain underground storage tanks located at the Company's
     manufacturing facility, the Company determined that some soil
     contamination had occurred in a small localized area near the
     tanks in question.  According to the preliminary  information
     obtained by an independent Licensed Site Professional, the
     contamination of the soil appears to be confined to a small
     area and does not pose an environmental risk to the
     surrounding property or community.  In accord with
     Massachusetts requirements, the Company notified the
     Massachusetts Department of Environmental Protection ("DEP")
     of the foregoing on or about August 24, 1994.   Plymouth has
     employed a licensed site professional as required by statute
     to investigate the site.  Remediation action is in process. 
     It is expected that such assessment and remediation will take
     up to two years to complete and that the remaining  costs for
     same will not exceed the additional  sum of  $210,000, 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 
<PAGE>15
     
                PLYMOUTH RUBBER COMPANY, INC.
     
     
               OTHER INFORMATION (Continued)
     
     
     
     
     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.  While it is probable that other customers of
     H&M Drum also shipped waste to them, it is management's
     understanding that the DEP has not yet undertaken to notify
     other Potentially Responsible Parties, with the exception of
     the owners of the sites.  The Company has begun an
     investigation which reveals that it is probable that other
     PRP's exist.  In compliance with DEP requests and statutory
     requirements, the Company has hired a licensed site
     professional to perform certain technical service at the
     sites.  However, the Company has little information regarding
     these sites and its potential involvement, including the
     identity and contributions of other PRP's and the scope of the
     clean-up necessary, and therefore has not recorded any
     liability as of February 28, 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. 
   
     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
     
<PAGE>16
     
     
                         SIGNATURES
     
     
     
     
     
     
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned thereto duly authorized.
     
     
     
     
     
     
     
     
     
     
     
     
     
                                        Plymouth Rubber Company, Inc.
                                                  (Registrant)
                                               
     
     
     
                                                 D. E. Wheeler       
                                                 D. E. Wheeler
                                            Vice President - Finance
     
     
     
     
     
     
     Date        April 15, 1997    
     
<PAGE>17
          
                          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, Ic.
                         and Thrift Institution Fund For Economic Development
                         dated June 14, 1989 -- incorporated by reference to
                         Exhibit (4)(iii) to report on Form 10-Q for the quarter
                         ended May 27, 1994.
     
            (4)(ii)      Loan and Security Agreement between Plymouth Rubber
                         Company, Inc., and Thrift Institution Fund For Economic
                         Development dated June 14, 1989 -- incorporated by
                         reference to Exhibit (4)(iv) to report on Form 10-Q for
                         the quarter ended May 27, 1994.
     
            (4)(iii)     Mortgage Note between Plymouth Rubber Company, Inc., 
                         and the Board of Education of Charles County, Maryland,
                         dated November 1, 1991 -- incorporated by reference to
                         Exhibit (2)(xiii) to Report on Form 10-Q for the 
                         Quarter ended May 30, 1992.
     
            (4)(iv)      Promissory Note between Plymouth Rubber Company, Inc.,
                         and Foothill Capital Corporation dated October 1, 1993
                         -- incorporated by reference to Exhibit (2)(i) to the
                         Report on Form 8-K with cover page dated October 1,
                         1993.
     
            (4)(v)       Loan and Security Agreement between Plymouth Rubber
                         Company, Inc., and Foothill Capital Corporation dated
                         October 1, 1993 -- incorporated by reference to Exhibit
                         (2)(ii) to the Report on Form 8-K with cover page dated
                         October 1, 1993.
     
            (4)(vi)      Amendment to Promissory Note between Plymouth Rubber
                         Company, Inc., and Thrift Institutions Fund For 
                         Economic Development dated November 30, 1993 -- 
                         incorporated by reference to Exhibit (4)(x) to Report 
                         on 10-K for the year ended November 26, 1993.
     
            (4)(vii)     Promissory Note between Plymouth Rubber Company, Inc.
                         and General Electric Capital Corporation dated December
                         29, 1995.
     
            (4)(viii)    Master Security Agreement between Plymouth Rubber
                         Company, Inc. And General Electric Capital Corporation
                         dated December 29, 1995.
     
            (4)(ix)      Demand Note between Plymouth Rubber Company, Inc. and
                         LaSalle National Bank dated June 6, 1996 --incorporated
                         by reference to Exhibit (2)(ii) to the report on Form 
                         8-K with cover page dated June 6, 1996.
     
            (4)(x)       Loan and Security Agreement between Plymouth Rubber
                         Company, Inc. and LaSalle National Bank dated June 6,
                         1996 -- incorporated by reference to Exhibit (2)(ii) to
                         the report on Form 8-K with cover page dated June 6,
                         1996.
     
            (4)(xi)      Amendment to Master Security Agreement between Plymouth
                         Rubber Company, Inc. and General Electric Capital
                         Corporation dated February 19, 1997.
     
     
     
     
     
 <PAGE>18    
                           PLYMOUTH RUBBER COMPANY, INC.
     
                                  INDEX TO EXHIBITS
                                     (Continued)
     
     
      (a)  Exhibits:
     
            Exhibit No.                   Description                         
     
     
            (4)(xii)     Master Security Agreement between Plymouth Rubber
                         Company, Inc. and General Electric Capital Corporation
                         dated January 29, 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.
     
           (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 three months ended February 28,
                         1997.