SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                            FORM  10-Q


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






For Quarter Ended     August 30, 1996     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 - 1,192,003   


<PAGE> 1

                  PLYMOUTH RUBBER COMPANY, INC.





PART I.   FINANCIAL INFORMATION


          Item 1.   Financial Statements:

                    Statement of Operations

                    Balance Sheet

                    Statement of Cash Flows

                    Notes To Financial Statements

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



PART II.  OTHER INFORMATION





<PAGE> 2

PART 1.   FINANCIAL INFORMATION

 Item 1.  Financial Statements

[CAPTION]
                  PLYMOUTH RUBBER COMPANY, INC.
                     STATEMENT OF OPERATIONS

        (In Thousands Except Share and Per Share Amounts)
                           (Unaudited)
<TABLE>
                          Third Quarter Ended      Nine Months Ended  
                           Aug 30,     Sept 1,     Aug 30,     Sept 1,
                            1996        1995        1996        1995  
<S>                        <C>         <C>         <C>        <C>
Net sales                  $ 14,003    $ 12,730    $ 41,881   $ 39,258

Cost and Expenses
  Cost of products sold      11,830       9,669      33,069     29,859
  Selling, general and 
   administrative             2,936       2,315       7,665      6,756
                             14,766      11,984      40,734     36,615
Operating income (loss)        (763)        746       1,147      2,643
Interest expense               (333)       (360)       (962)    (1,053)
Other income (expense), net      52          16          19        452

Income before taxes          (1,044)        402         204      2,042
(Provision) benefit for 
 income taxes                 1,948         (22)      1,624       (190)

Net income                      904         380       1,828      1,852
Retained earnings (deficit) 
  at beginning of period     (4,496)     (6,228)     (4,577)    (6,234)

Less stock dividend            --           --         (843)    (1,466)

Retained earnings (deficit) 
  at end of period         $ (3,592)   $ (5,848)   $ (3,592)  $ (5,848)


Per Share Data:                                                                 
Net income                    .41        .17          .82        .84   
  
Weighted average number of
  shares outstanding       2,221,652   2,199,999   2,231,414  2,203,395

</TABLE>

          See Accompanying Notes To Financial Statements


<PAGE> 3
[CAPTION]
                          PLYMOUTH RUBBER COMPANY,  INC.
                                 BALANCE SHEET     
                                 (In Thousands)
<TABLE>
                                             
                                          Aug 30,         Dec. 1,
                                           1996            1995    
                                        (Unaudited)
<S>                                       <C>             <C>
ASSETS
CURRENT ASSETS 
Cash                                      $     --        $     --
Accounts receivable                          7,360            6,615
Allowance for doubtful accounts               (242)            (174)
Inventories:  
  Raw materials                               3,042           2,474  
  Work in process                             2,059           2,270  
Finished goods                                5,966           5,589  
                                             11,067          10,333

Prepaid expenses and other current assets     2,981           2,857  
Total current assets                         21,166          19,631

Plant assets                                 28,885          26,961
Accumulated depreciation                    (19,739)        (18,901)
Net plant assets                              9,146           8,060
Other assets                                  3,066           3,791

  TOTAL ASSETS                            $  33,378       $  31,482

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Revolving line of credit                  $   5,001       $   4,331
Trade accounts payable                        4,104           5,497
Accrued expenses                              3,597           3,976
Current portion of long-term obligations      1,449           2,392
Current portion of product warranties           220             580
  Total current liabilities                  14,371          16,776

Long-Term Liabilities 
Borrowings                                    5,045           3,143
Pension obligation                            4,615           4,880
Product warranties                              586             294
Other                                         2,181           1,743
  Total long-term liabilities                12,427          10,060

STOCKHOLDERS' EQUITY 
Preferred stock                                --               --
Class A voting common stock                    810              810
Class B non-voting common stock              1,192            1,054
Paid in capital                              9,086            8,303
Retained earnings (deficit)                 (3,592)          (4,577)
Pension liability adjustment, net of tax      (716)            (716)
Deferred compensation                         (200)            (228)
  Total stockholders' equity                 6,580            4,646 

 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 33,378        $  31,482
                                 
</TABLE>

          See Accompanying Notes To Financial Statements

<PAGE> 4
[CAPTION]
                  PLYMOUTH RUBBER COMPANY, INC.
                     STATEMENT OF CASH FLOWS
                  (In Thousands)     (Unaudited)
<TABLE>
                                                    Nine Months Ended         
                                                Aug 30,            Sept 1,
                                                 1996               1995  
<S>                                            <C>              <C> 

Cash flows from operating activities:
  Net Income                                   $ 1,828           $   1,852
   Adjustments to reconcile net income 
    to net cash provided by (used in) 
    operating activities:
      Depreciation and amortization                838                 775
      Amortization of deferred compensation         28                  28
      Deferred income tax (benefit) provision   (2,334)               (612)
     Amortization of unrecognized net 
        obligation at transition                 1,571                 --   
      Changes in assets and liabilities:
       Accounts receivable                        (677)                (59)
       Inventory                                  (734)             (1,654)
       Prepaid expenses                            689                  99     
      Other assets                                (104)                 (7)
       Accounts payable                         (1,394)                641      
       Accrued expenses                            574                 413    
       Pension obligation                         (322)               (261)    
       Product warranties                          (68)                (95) 
       Other liabilities                          (133)                (54)
  Net cash provided by (used in)
   operating activities                           (238)              1,066

Cash flows from investing activities:
  Capital expenditures                          (1,491)             (1,255)  
  Sale/leaseback of plant assets                   258                 223
  Net cash provided by (used in) 
   investing activities                         (1,233)             (1,032)
 
Cash flows from financing activities:
 Net increase (decrease) in revolving 
   line of credit                               (1,047)                801    
 Proceeds from term loan                         6,657                  --
 Payments of term loan                          (4,098)               (710)    
 Payments on capital leases                       (117)               (144) 
 Proceeds from insurance financing                 126                 115
 Payments on insurance financing                  (129)               (187)
 Proceeds from issuance of common stock             79                  91
 Net cash provided by (used for) 
   financing activities                          1,471                 (34)
  Net change in cash                                --                  --
Cash at the beginning of the period                 --                  -- 
Cash at the end of the period                  $    --           $      -- 

         Supplemental Disclosure of Cash Flow Information

Cash paid for interest                         $   947           $     959  
Cash paid for income taxes                     $   147           $     122

         Supplemental Disclosure of Non-Cash Activities:

Assets acquired under capital lease 
        obligations                            $   433           $      -- 
Charge to retained earnings for stock dividend $   843           $   1,466
</TABLE>
     
          See Accompanying Notes To Financial Statements
<PAGE> 5

                  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 December 1, 
     1995, December 2, 1994, and November 26, 1993, included in the Company's 
     1995 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, with the last of the ten year warranties expiring  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 and 1993 of 
     $325,000, and $750,000, respectively.   Some warranty holders have filed 
     claims or brought suits currently aggregating approximately $742,000 
     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 $806,000 reserve recorded at 
     August 30, 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.

     The United States Environmental Protection Agency (EPA) asserted four      
     (4) claims against the Company under the Comprehensive Environmental
     Response, Compensation and Liability Act ("CERCLA"), two of which were
     settled and dismissed with prejudice as described herein below.  In those
     claims, EPA sought or 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 the United States District Court for the 
     District of Massachusetts, the EPA began an action on or about March 1, 
     1990 in respect to the Superfund site known as Re-Solve, Inc., of 
     Dartmouth, Massachusetts.  The Company entered into a Consent Decree, 
     (embodied in an order of Judgment entered October 14, 1992), requiring 
     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 $68,000 and owes two payments of $16,000 in each of 
     1996 and 1997.

<PAGE> 6
                         PLYMOUTH RUBBER COMPANY, INC.

                                 
     NOTES TO FINANCIAL STATEMENTS  (Unaudited) Continued


     On or about March 28, 1986, the Company was notified of potential liability
     with respect to the Cannons Engineering Corporation site in Bridgewater,
     Massachusetts, and the Cannons Engineering Corporation site in Plymouth,
     Massachusetts, and of its alleged ranking number 128 of more than 300
     generators.  No action was ever filed by the EPA against the Company. EPA
     settled with a number of the generators who had, in turn threatened legal
     action against the Company. The Company received notification that a 
     lawsuit was filed against it on June 23, 1995, in the United States 
     District Court for the District of Massachusetts by Olin Hunt Specialty 
     Products, Inc., ("Olin"), a settling generator.  Olin sought to recover 
     its contribution as a result of a settlement entered into on June 26, 1992 
     between Olin, et al., and the United States, the State of New Hampshire, 
     and the Commonwealth of Massachusetts, (the "Governments") for reimburse
     -ment of the Governments' response costs in connection with the Cannons 
     site.  A settlement was subsequently reached whereby the Company paid the 
     Plaintiff the sum of $40,000 in exchange for the execution of mutual 
     general Releases and the filing of a Stipulation of Dismissal, with 
     prejudice.

     With respect to the third 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. 
     Revised volumetric assessments were made on or about July 7, 1993. The 
     EPA has attributed 852,445 gallons of an aggregate of 48,953,983 gallons 
     of waste volume to the Company (a 1.74% share). 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.  This belief 
     is based on the Company's facts and circumstances related to SRS, which 
     are similar in many respects to those in the Re-Solve case.  An SRS PRP 
     Group, formed to negotiate the clean-up with EPA, has obtained consent to 
     undertake the first  phase of a remediation  program,  estimated to cost 
     $3,600,000.  Phase II, as proposed by EPA, is estimated to cost approxi- 
   





<PAGE> 7
                  PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued


     mately $25,000,000, to be incurred over approximately a three-year period. 
     The PRP Group opposes the Phase II proposal.  The Company's share (without
     adjustment for overstated attribution) of the Phase I remediation and the
     Phase II program, if it were adopted, would be a total of $498,000.  The 
     most currently available estimate is that the cost of the entire clean up 
     will range from approximately $38 million to less than $70 million.  On or 
     about January 16, 1996, the Company entered into a payment agreement with 
     the SRS PRP Group to pay its unpaid prior and current assessments in the 
     total amount of $101,000 and whereby it will be permitted to participate 
     as a settling party in the Administrative Order relating to the NTCRA and 
     RI/FS settlement.  Based on all available information, as well as its 
     prior experience, management believes a reasonable amount of its ultimate 
     liability is $500,000.  To date the Company has expended approximately 
     $135,000 and the remainder of $365,000 is provided for in Accrued Expenses 
     and Other Liabilities in the accompanying Balance Sheet as of August 30, 
     1996.  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 currently filed by the EPA or the settling parties 
     against the Company, and no direct dialogue with the EPA is expected 
     before the end of 1996.  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 dated January 21,
     1994 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 between 1956 and 1974, 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 380,710 gallons, or 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 dollars.  A PRP Group was formed.  The Company executed 
     agreements and paid assessments to date of $17,040 to  participate in the 
     Joint Defense Group of OSL/SRS "transshipper" PRP's settlement negotiations
     and Alternative Dispute Resolution Process with the EPA.  In addition, the
     Company participated in a mediation and allocation process with the EPA and
     other PRP's which resulted in an agreement to perform, allocate, and pay
     costs of a Phase I clean-up on a de minimus basis.  The Company's share of
     said settlement is expected to     

<PAGE> 8
                  PLYMOUTH RUBBER COMPANY, INC.



     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued

     be between $165,000 and $190,000.

     There is no publicly available information yet concerning  Phase II ground
     water remediation costs; however, such costs are likely to be significant. 
     Based on all available information, as well as its prior experience,
     management believes  a reasonable estimate of its ultimate liability for
     Phase I costs is $165,000 and has accrued this amount in Other Liabilities 
     in the accompanying Balance Sheet as of August 30, 1996.  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 
     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 or the settling parties against the Company. Therefore, 
     while the Company intends to vigorously defend this matter, it is 
     impossible to determine the Company's total ultimate liability and/or 
     responsibility at this time. 
     
     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 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 accordance with 
     Massachusetts Department of Environmental Protection ("DEP") of the 
     foregoing on or about August 24, 1994.  In response thereto, on or about 
     September 9, 1994, the Company received a Notice of Responsibility from 
     the "DEP," (the "Notice").  The Notice was given to inform the Company of 
     its legal responsibilities under state law for assessing and/or remediating
     a release of oil and/or hazardous material at the Company's property.  
     Plymouth has employed a Licensed Site Professional as required by statute 
     to investigate the site. A submittal has been made to DEP of an initial 
     Phase I site investigation and a Tier II Classification which does not 
     require written approval to proceed with studies for remediation.  Various 
     remediation options are being evaluated to determine the most cost 
     effective method.  A decision on the proposed remedial action will be 
     submitted within the next few months.  It is expected that such assessment 
     and remediation will take up to two years to complete and that the costs 
     for same will not exceed the sum of $318,000.  To date the Company has 
     expended approximately $108,000 and the remainder of $210,000 is provided 
     for within Accrued Expenses in the accompanying financial statements.


(3)  Checks outstanding in excess of certain cash balances totaling $556,000 and
     $659,000 at August 30, 1996, and December 1, 1995, respectively, have been
     included in accounts payable.

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




<PAGE> 9
                  PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued



     and was less than $2,000. Earnings per share have been adjusted to reflect
     the stock dividend declared.  The common shares outstanding, and the common
     stock equivalents, are shown below.

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

                                Third Quarter Ended   Nine Months Ended  
                                 Aug 30,    Sept 1,     Aug 30,    Sept 1,
                                   1996      1995        1996       1995   

     Average shares outstanding  2,000,279  1,958,026   1,992,251  1,928,197    
     Adjustments thereto(1)(2)     221,373    241,973     239,163    275,198
     Weighted average shares 
       outstanding               2,221,652  2,199,999   2,231,414  2,203,395

     
     (1)  For primary basis, adjust for options and warrants under the treasury
          stock method using average market value during the period.

     (2)  For fully diluted basis, same as (1) except using market value at the
          end of the period, if greater than the average market value during the
          period.

(5)  A deferred tax asset and a related valuation allowance was established at
     $5,309,000 and $2,044,000, respectively, at December 1, 1995 based upon
     estimates of future taxable income through fiscal 2000.  The valuation
     allowance has been reduced by $1,707,000 to $337,000 at August 30, 1996 
     based
     upon revised estimates of future taxable income beyond fiscal 2000.

(6)  Certain reclassifications of prior year balances have been made to conform 
     to the current presentation.

(7)  On June 6, 1996 the Company refinanced a significant portion of its 
     existing debt with a new lender, which resulted in an expansion of its o
     verall credit facility and a reduction in interest rates.  The principal 
     terms of the facility include a secured maximum borrowing amount of $11 
     million, comprised of a $3 million term loan and a revolving line of 
     credit , with a reduction in interest from prime plus 2% to prime plus 
     1/4%.  The term loan calls for monthly payments of $50,000 plus interest.  
     The proceeds from the refinancing were used to payoff the existing 
     revolving line of credit and term loan with the Company's former primary 
     lender. 
(8)  The Company's Defined Benefit Pension Plan will be frozen as of November 
     30, 1996, accordingly the Company has amortized the remaining balance of 
     the intangible asset (Unrecognized Net Obligation at Transition) of 
     $1,571,000 in the quarter ending August 30, 1996.     

     
<PAGE> 10

                  PLYMOUTH RUBBER COMPANY, INC.


     NOTES TO FINANCIAL STATEMENTS (Unaudited) Continued


(9)  Subsequent Event 

     On October 4, 1996, L B Acquisition Corp., a wholly owned subsidiary of 
     the company, acquired the assets of Brite-Line Industries, Inc. out of
     foreclosure from Brite-Line's senior secured creditors for a cost of
     $150,000, plus a $2,100,000 guarantee of Brite-Line Industries' accounts
     receivable  valued at $2,600,000.  L B Acquisition Corp., to be re-named  
     Brite-Line Technologies, Inc. intends to produce and distribute rubber-    
     based highway marking tapes in the Denver, Colorado facility, formerly     
     occupied by Brite-Line Industries, Inc.  
     
     Included in the purchased assets are inventories, machinery and equipment,
     and intangibles including patents, trademarks, trade names, and state and 
     municipal product approvals. The purchase will be recorded on the acquiring
     company's balance sheet as inventory valued at $150,000 plus acquisition 
     costs currently estimated at $80,000.

     The Company is preparing Form 8-K, which will be filed in the near future 
     to provide the financial information required by Regulation S-X, including 
     the Rule 3-05 historical audited financial statements of Brite-Line 
     Industries, Inc. and the Article 11 proforma information. 



















<PAGE> 11

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


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


Net sales, at $41,881,000 were up 7% compared with the first nine months of 
1995, which was up 7% from the same period in 1994, despite production time lost
to the unusually harsh New England weather, and the three-week strike at General
Motors in March, 1996.  The Company estimates the General Motors strike reduced 
second quarter sales by between $700,000 and $1,000,000.  The increase is due to
significantly increased sales to the Export and Domestic Automotive markets, 
which represent 14% and 48% of sales, respectively, offset in part by shortfalls
in the other markets. 


Operating income, at $2,718,000, exclusive of the $1,571,000 noncash charge to
amortize  an intangible asset (Unrecognized Net Obligation at Transition) 
pertaining to the Company's decision to freeze future employee benefits in the 
Defined Benefit Pension Plan, is up 3% from the corresponding period of 1995, 
which itself was up 16% ($360,000) from 1994, reflecting a 9% increase in gross 
profit exclusive of the intangible amortization (up $839,000), offset in part 
by a 13% increase in selling, general and administrative expenses.  The adjusted
gross profit increased 9%, reflecting the higher sales volume, as the increase 
in manufacturing overhead put in place to service the anticipated 1996 volume, 
offset moderately decreased material costs and volume oriented cost reductions, 
and resulted in a 24% gross margin, unchanged from the prior year's first nine 
months.

Selling expenses increased 14% compared to the first nine months of 1995, which
itself increased 13% over 1994, to serve both current and expected volume 
increases in the expanded Domestic auto and Export markets.  The increased 
expense was primarily attributable to increases in freight, salaries and fringe 
benefits, and foreign selling expenses.  General and administrative expenses, 
exclusive of the amortization of the intangible asset , a $165,000 increase in 
environmental reserves and a $147,000 recovery from a lawsuit in the current 
year, and a $250,000 recovery from an insurance settlement in 1995, increased 
2%, reflecting increased salaries and bad debts expense offset in part by 
reduced depreciation, incentive compensation, computer supplies, and computer 
equipment rental.  

Income before taxes at $204,000 is down $1,838,000 from the first nine months of
1995, which benefited from both a $395,000 favorable settlement of litigation
related to the Company's previously discontinued Consumer Products Division and 
a $250,000 insurance settlement.  Exclusive of the $395,000 and the $250,000
settlements in 1995, the $1,571,000 intangible asset amortization, the $165,000
environmental charge and the $147,000 settlement in 1996, income before tax for 
the first nine months is up $396,000 from the prior year's corresponding period,
reflecting higher adjusted operating income, and a $91,000 reduction in interest
expense which was offset in part by a $38,000 decrease in other income. The 
reduced Interest expense is the result of both lower loan volume and reduced 
interest rates as a result of (1) decreases in the prime rate and the replace-
ment of the Company's prime lender on June 6, 1996, and (2) 230 basis points on 
the $3.6 million term loan refinanced on December 29, 1995 with a new lender.

Net income at $1,828,000 is down $24,000 from the first nine months of 1995, 
which included a $612,000 recapture of deferred tax valuation allowance, which  







<PAGE> 12

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

                           (Continued)



resulted in an effective income tax rate of approximately 5%. The current year 
net income includes a $1,706,000 recapture of a deferred tax valuation allowance
and a $627,000 increase in net deferred tax assets, which results in a net tax
benefit of $1,624,000. The deferred tax valuation allowance as of December 1, 
1995 was $2,044,000 bases on estimates at that time, of future taxable income 
through fiscal 2000.  

The valuation allowance has been reduced by $1,706,000 to $337,000 at August 30,
1996 based upon current estimates of future taxable income and the ability to
significantly increase capital expenditures to provide the capacity required to 
meet expected demand for insulating, automotive and industrial tapes and films. 

During the first nine months of 1996, net cash used by operating activities was
$238,000 compared to $1,066,000 provided during the first nine months of 1995.  
Cash provided from net income exclusive of the deferred income tax benefit and
amortization of intangible asset ($1,065,000), depreciation ($838,000), the
reduction of prepaid expenses ($689,000), and the increase in accrued expenses
($574,000) partially offset the cash used to increase accounts receivable
($677,000), to increase inventory ($734,000) and to reduce  accounts payable
($1,394,000),other liabilities and pension obligations.  In accordance with the
Company's agreement with its primary lender, all cash receipts were applied 
against the revolving loan.  The $6,657,000 proceeds from the term debt 
refinancing was used to finance capital investment ($1,233,000),  reduce the 
revolving line of credit ($1,047,000), and to pay down term debt ($4,098,000), 
and capital lease obligations.

At August 30, 1996, the Company had approximately $2,500,000 in unused borrowing
capacity under its new $11 million revolving line of credit and term loan bor-
rowing arrangement.  In the opinion of management, anticipated profits, as well 
as unused capacity under its existing borrowing arrangements, will provide 
sufficient funds to meet the Company's needs during 1996, including working 
capital expansion to support Export sales growth, and investment in improved 
technology and capital equipment.




<PAGE> 13

      THIRD QUARTER, 1996 COMPARED WITH THIRD QUARTER, 1995




Net sales, at $14,003,000, were up 10% compared with the third quarter of 1995,
which was up 4% from  the same period in 1994.  The increase is due to signifi-
cantly increased sales to the Export and Domestic Automotive markets, which 
represent 14% and 48% of sales, respectively, offset in part by shortfalls in 
the other markets. Sales into the domestic automotive industry rose 21%. Export 
sales rose nearly 14 percent, reflecting the continuing expansion of Plymouth's 
sales to customers in Europe, South America, North Africa, and the Middle East. 

Operating income at $808,000, exclusive of the $1,571,000 noncash charge to 
amortize an intangible asset (Unrecognized Net Obligation at Transition) per-
taining to the Company's decision to freeze future employee benefits in the 
Defined Benefit Pension Plan, was up 8% from the corresponding period of 1995 
which was up 40% from 1994, reflecting a 17% increase in  gross profit, offset 
in part by a 21% increase in selling, general and administrative expenses. Gross
profit increased 17% (margin up 1.6 points), reflecting the higher sales volume 
and somewhat lower material costs, offset in part by increased manufacturing 
overhead put in place to service the anticipated 1996 volume.

Selling expenses increased 17% compared to the third quarter of 1995, which 
itself increased 9% over 1994, to serve both current and expected volume 
increases in the expanded Domestic auto and Export markets.  The increased 
expense for the quarter was primarily attributable to increases in freight,  
salaries and fringe benefits, and foreign selling expenses. General and 
administrative expenses increased 9%, exclusive of the amortization of the 
intangible asset, a $165,000 increase in environmental reserves, on increased 
incentive compensation and bad debts, offset in part by reduced depreciation, 
computer equipment rental and supplies, and professional fees. 
 
Income before taxes, at $527,000, exclusive of the intangible asset amortization
is up 31% from the third quarter of 1995 reflecting the higher operating income,
and an 8% reduction ($27,000) in interest expense.  The reduced Interest expense
is the result of both lower loan volume and reduced interest rates of  (1) 
approximately 250 basis points as a result of decreases in the prime rate and 
the replacement of the Company's prime lender on June 6, 1996, on monies 
borrowed on the Company's line of credit with its primary lender, and (2) 230 
basis points on the $3.6 million term loan refinanced on December 29, 1995 with 
a new lender.

Net income at $904,000 is up $524,000 from the third  quarter of 1995, which
included a $136,000 recapture of deferred tax valuation allowance, which re-
sulted in an effective income tax rate of approximately 10%. The current year 
net income includes a $1,531,000 recapture of a deferred tax valuation allowance
and a $627,000 increase in net deferred tax assets, which results in a net tax 
benefit of $1,948,000.

On October 4, 1996, L B Acquisition Corp., a wholly owned subsidiary of the 
company, acquired the assets of Brite-Line Industries, Inc. out of foreclosure 
from Brite-Line's senior secured creditors for a cost of $150,000, plus a 
$2,100,000 guarantee of Brite-Line Industries' accounts receivable  valued at 
$2,600,000.  L B Acquisition Corp., to be re-named Brite-Line Technologies, Inc.
intends to produce and market rubber-based highway marking tapes in the 
Denver, Colorado facility, formerly occupied by Brite-Line Industries, Inc.  



<PAGE> 14

      THIRD QUARTER, 1996 COMPARED WITH THIRD QUARTER, 1995

                           (Continued)



Included in the purchased assets are  inventories, machinery and equipment, and 
intangibles including patents, trademarks, trade names, and state and municipal 
product approvals.  The purchase will be recorded on the acquiring company's 
balance sheet as inventory valued at $150,000 plus acquisition costs currently 
estimated at $80,000.

The Company is preparing Form 8-K, which will be filed in the near future to 
provide the financial information required by Regulation S-X, including the Rule
3-05 historical audited financial statements of Brite-Line Industries, Inc. and 
the Article 11 proforma information.  The Company believes that as a vertically
integrated part of the Company, Brite-Line Technologies will have both lower
overhead and higher margins than Brite-Line Industries had, and that the combin-
ation of Brite-Line's proprietary reflective coating technology and market 
presence with the Company's technology and manufacturing know-how, will allow 
rapidly increased penetration of this growing market.  It is expected that the 
acquisition will moderately increase the Company's 1997 sales, and because of 
its highly seasonal product line, will begin to contribute to the Company's 
earnings in the latter part of fiscal 1997.

<PAGE> 15

PART II.  OTHER INFORMATION



Item 1.   Legal Proceedings

          Reference is made to the information contained in Item 3 of the
          Company's Annual Report on Form 10-K for its fiscal year ended 
          December 1, 1995, and in Note 13 of the Notes To Financial Statements,
          contained in said Annual 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

          Not Applicable

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       
                                           Vice President - Finance    
                              













Date:        October 15, 1996         




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

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

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

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

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

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

          (4)(vii)       Promissory Note between Plymouth Rubber Company,
                         Inc. and General Electric Capital Corporation dated
                         December 29, 1995 -- incorporated by reference to
                         Exhibit (4)(vii) to report on Form  10-Q for the
                         Quarter ended March 1, 1996.
<PAGE> 18
          
                  PLYMOUTH RUBBER COMPANY, INC.

                        INDEX TO EXHIBITS

                           (Continued)


     (a) Exhibits:
 
         Exhibit No.                             Description                  


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

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

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

           (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.

<PAGE> 19
                  PLYMOUTH RUBBER COMPANY, INC.

                        INDEX TO EXHIBITS

                           (Continued)


     (a) Exhibits:
 
         Exhibit No.                             Description                  



             (18)             Not applicable.

             (19)             Not applicable.

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

             (27)             Financial data schedule three months ended August
                              30, 1996.