SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                FORM 10-Q


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



For Quarter Ended   March 2, 2001     Commission File Number  1-5197



                       Plymouth Rubber Company, Inc.
          (Exact name of registrant as specified in its charter)


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


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


                           (781) 828-0220
         Registrant's telephone number,including area code


                          Not Applicable.
(Former name, former address, and former fiscal year, if changed since last
report)


Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the receding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                      Yes  X    No ___

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

Class A common stock, par value $1 -   810,586
Class B common stock, par value $1 - 1,226,304








<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.




PART  I.  FINANCIAL INFORMATION

  Item 1.  Condensed Financial Statements:                   Page No.

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

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

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

   Condensed Consolidated Statement of Cash Flows . . . . .      5

   Notes To Condensed Consolidated Financial Statements . .     6-11

  Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations . . . . . .    12-14



PART II.  OTHER INFORMATION                                      15


































                                      1

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


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

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


                                        First Quarter Ended
                                       March 2,        March 3,
                                         2001            2000
                                       --------        --------
Revenues:
    Net sales . . . . . . . . . .     $ 15,017        $ 17,047

Cost and expenses:
   Cost of products sold. . . . .       13,825          13,562
   Selling, general and
     administrative . . . . . . .        2,999           3,484
                                       --------        --------
                                        16,824          17,046
                                       --------        --------
Operating income (loss) . . . . .       (1,807)              1
Interest expense. . . . . . . . .         (613)           (540)
Other income (expense). . . . . .           84             (12)
                                       --------        --------
Income (loss) before taxes. . . .       (2,336)           (551)
(Provision) benefit for
     income taxes . . . . . . . .            7             232
                                       --------        --------
Net income (loss) . . . . . . . .       (2,329)           (319)
Retained earnings (deficit)
  at beginning of period. . . . .       (1,311)          2,678
                                       --------        --------
Retained earnings (deficit)
  at end of period. . . . . . . .     $ (3,640)       $  2,359
                                       ========        ========

Per Share Data:

Basic Earnings Per Share:

  Net income (loss) . . . . . . .     $  (1.14)       $  (0.16)
                                       ========        ========
  Weighted average number of
    shares outstanding. . . . . .     2,036,890       2,048,456
                                      =========       =========

Diluted Earnings Per Share:

  Net income (loss) . . . . . . .     $  (1.14)       $  (0.16)
                                       ========        ========
  Weighted average number of
    shares outstanding. . . . . .     2,036,890       2,048,456
                                      =========       =========



See Accompanying Notes To Condensed Consolidated Financial Statements


                                      2
<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.
         CONDENSED CONSOLIDATED STATEMENT OF COMPREHRESIVE
                              INCOME

                             (In Thousands)
                              (Unaudited)


                                        First Quarter Ended
                                       March 2,        March 3,
                                         2001            2000
                                       --------        --------
Net income (loss) . . . . . . . .     $ (2,329)       $   (319)

Other comprehensive income,
  net of tax:
   Foreign currency translation
     adjustment . . . . . . . . .           49             (34)
                                       --------        --------
Other comprehensive income. . . .           49             (34)
                                       --------        --------
Comprehensive income (loss) . . .     $ (2,280)       $   (353)
                                       ========        ========







































See Accompanying Notes To Condensed Consolidated Financial Statements

                                      3
<PAGE>


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

                                       March 2,        Dec. 2,
                                         2001            2000
                                       --------        --------
                                      (Unaudited)
Assets
Current Assets:
  Cash. . . . . . . . . . . . . .     $      3        $      4
  Accounts receivable . . . . . .        9,013          10,009
  Allowance for doubtful accounts         (313)           (331)

  Inventories:
    Raw materials . . . . . . . .        4,190           4,671
    Work in process . . . . . . .        1,282           1,627
    Finished goods. . . . . . . .        6,985           7,672
                                       --------        --------
                                        12,457          13,970
                                       --------        --------
  Deferred tax assets, net. . . .           --              --
  Prepaid expenses and other
    current assets. . . . . . . .          806             926
                                       --------        --------
Total current assets. . . . . . .       21,966          24,578
                                       --------        --------
Plant Assets:
  Plant assets. . . . . . . . . .       48,258          47,970
  Less: Accumulated depreciation       (22,691)        (21,874)
                                       --------        --------
   Total plant assets, net  . . .       25,567          26,096
                                       --------        --------
Other Assets:
  Deferred tax assets, net. . . .           --              --
  Other long-term assets. . . . .          787             787
                                       --------        --------
   Total other assets . . . . . .          787             787
                                       --------        --------
                                      $ 48,320        $ 51,461
                                       ========        ========

Liabilities and Stockholders' Equity
Current Liabilities:
  Revolving line of credit. . . .     $ 11,787        $ 12,238
  Trade accounts payable. . . . .        8,210           7,845
  Accrued expenses. . . . . . . .        2,424           2,618
  Current portion of
    long-term borrowings. . . . .       12,888          13,234
                                       --------        --------
   Total current liabilities. . .       35,309          35,935
                                       --------        --------
Long-Term Liabilities:
  Borrowings. . . . . . . . . . .        1,293           1,403
  Pension obligation. . . . . . .        2,231           2,270
  Deferred tax liability. . . . .          112             105
  Other . . . . . . . . . . . . .        2,437           2,540
                                       --------        --------
   Total long-term liabilities. .        6,073           6,318
                                       --------        --------
Stockholders' Equity:
  Preferred stock . . . . . . . .           --              --
  Class A  voting common stock. .          810             810
  Class B non-voting common stock        1,281           1,281
  Paid in capital . . . . . . . .        9,084           9,084
  Retained earnings . . . . . . .       (3,640)         (1,311)
  Accumulated other comprehensive         (242)           (291)
  Deferred compensation . . . . .          (28)            (38)
                                       --------        --------
                                         7,265           9,535
Less: Treasury stock at cost. . .         (327)           (327)
                                       --------        --------
Total stockholders' equity. . . .        6,938           9,208
                                       --------        --------
                                      $ 48,320        $ 51,461
                                       ========        ========


See Accompanying Notes To Condensed Consolidated Financial Statements

                                      4
<PAGE>


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


                                        First Quarter Ended
                                       March 2,        March 3,
                                         2001            2000
                                       --------        --------
Cash flows relating to
 operating activities:
  Net income (loss) . . . . . . .     $ (2,329)       $   (319)
   Adjustments to reconcile net
   income to net cash provided by
   (used in)operating activities:
    Depreciation and amortization          739             702
    Amortization of deferred
       compensation . . . . . . .           10              10
Changes in assets and liabilities:
    Accounts receivable . . . . .        1,084           2,091
    Inventory . . . . . . . . . .        1,582          (1,011)
    Prepaid expenses. . . . . . .          121              22
    Other assets. . . . . . . . .           12              (7)
    Accounts payable. . . . . . .          311           1,361
    Accrued expenses  . . . . . .         (260)           (604)
    Pension obligation. . . . . .           11             (47)
    Other liabilities . . . . . .         (103)            (69)
                                       --------        --------
Net cash provided by operating
  activities                             1,178           2,129
                                       --------        --------
Cash flows relating to investing
 activities:
  Capital expenditures. . . . . .          (98)         (1,051)
                                       --------        --------
Net cash used in investing activities      (98)         (1,051)
                                       --------        --------

Cash flows relating to financing
 activities:
  Net decrease in revolving
    line of credit. . . . . . . .         (510)           (707)
  Proceeds from term debt . . . .           --             550
  Payments of term debt . . . . .         (342)           (732)
  Payments on capital leases. . .         (196)           (160)
  Payments on treasury stock
    purchase. . . . . . . . . . .           --             (36)
                                       --------        --------
Net cash (used in) provided by
   financing activities                 (1,048)         (1,085)
                                       --------        --------
Effect of exchange rates on cash           (33)              9
                                       --------        --------
Net change in cash. . . . . . . .           (1)              2
Cash at the beginning of the period          4              --
                                       --------        --------
Cash at the end of the period . .     $      3        $      2
                                       ========        ========

Supplemental Disclosure of Cash Flow Information

Cash paid for interest. . . . . .     $    580        $    543
                                       ========        ========
Cash paid for income taxes. . . .     $     --        $     72
                                       ========        ========











See Accompanying Notes To Condensed Consolidated Financial Statements

                                      5
<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


(1) The Company, in its opinion, has included all adjustments (consisting
of normal recurring adjustments) necessary for a fair presentation of
the results for the interim periods.  The interim financial
information is not necessarily indicative of the results that will
occur for the full year.  The financial statements and notes thereto
should be read in conjunction with the financial statements and notes
for the years ended December 1, 2000, December 3, 1999, and November
27, 1998, included in the Company's 2000 Annual Report to
shareholders on Form 10-K filed with the Securities and Exchange
Commission.


(2)   The Company's revolving credit loan and long term debt agreements
contain various covenants which, among other things, prohibit cash
dividends without the consent of the lender and specify that the
Company meet certain financial requirements, including certain net
worth, fixed charge and EBITDA coverage ratios and minimum working
capital levels. In addition, for certain short-term borrowings, the
agreements contain certain subjective provisions which would result
in an event of default if the bank would deem itself "insecure" for
any reason.  The short-term borrowings are also payable on demand.
As of March 2, 2001, the Company was not in compliance with two of
its financial covenants (minimum working capital and minimum fixed
charge coverage ratio) with its primary term debt lender.  Because of
a cross default provision, the Company was therefore also not in
compliance with a covenant with its primary working capital lender.
As a result, the $9.1 million long-term portion of debt with these
lenders has been classified as current on the Company's Consolidated
Balance Sheet, and the total debt with these lenders is currently
payable on demand.  This reclassification resulted in a negative
working capital of $13,343,000.  The Company is projecting that it
will not be in compliance with the covenants of its primary term debt
and primary working capital facilities in the next twelve months.
The Company expects that demands on its liquidity and credit
resources will continue to be significant through fiscal 2001.

The financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The negative working
capital position of $13,343,000, the demand status of the Company's
term debt facilities, as described above, and the lack of borrowing
capacity under the line of credit, at March 2, 2001, may indicate
that the Company will be unable to continue as a going concern for a
reasonable period of time.  The financial statements do not include
any adjustments relating to the recoverability and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.

As discussed in the Company's Form 10-K filed for the year ended
December 1, 2000, the Company had developed cash conservation plans
for Fiscal 2001.  As of the 10-K filing date the Company had
negotiated modified loan agreements with its primary term lender to
defer certain principal payments and extend the remaining
amortization period by four months, and was also working with another
of its term lenders to negotiate a similar agreement.  During March
of 2001, this agreement was completed, allowing a reduced 2001 cash
outflow of approximately $800,000 from deferred principal payments
with these two lenders.  As of the filing of the 10-K, the Company
was also working with its primary working capital lender to increase
cash availability and/or defer certain principal payments on term
debt.  During March and April of 2001, the Company completed such an
agreement with its working capital lender to increase cash
availability by a total of $400,000, commencing on March 26, 2001 and
reducing by $5,000 a day to zero by July 13, 2001.  The Company was
also working with a number of other lenders to obtain additional
financing or refinance its existing debt, but to date has not
completed any such financing or refinancing.


                                      6

<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.

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

As also described in the Fiscal 2000 10-K, the Company had developed
plans to conserve cash, including cost reductions, inventory
reductions, expense deferrals, capital expenditure reductions,
incentive compensation reductions, and certain delayed payments.
During April 2001, the Company has completed a number of cost
reductions and expense deferrals, including the reduction of its
direct labor force by 25 employees, or a future cost reduction of
approximately $1,000,000 annually.  During the first quarter of 2001,
the Company has also reduced inventory by $1,727,000 at Plymouth
Tapes, and $1,513,000 overall.  As planned, the capital expenditures
in the first quarter of 2001 were reduced to  $98,000, as compared to
$1,051,000 in the first quarter of 2000.  Also as planned, no
incentive compensation expenses were incurred during the first
quarter of 2001.  Certain payments were also delayed where possible.


(3)   In accordance with the Statement of Financial Accounting No. 109,
Accounting for Income Taxes (FAS109), during the first quarter of
2001, the Company did not record the tax benefit of the loss
generated from its domestic operations, because it could not be
carried back to recover taxes paid in previous years, and will not be
offset by the reversal of future taxable difference and, as such, is
more likely than not to expire prior to realizability.  The Company
therefore recorded a $7,000 tax credit for the first quarter of 2001
related to its Spanish subsidiary, compared to a $232,000 tax credit
for its domestic and foreign operations in the first quarter of 2000.


(4)   Claims under CERCLA

The Company has been named as a Potentially Responsible Party ("PRP")
by the United States Environmental Protection Agency ("EPA") in two
ongoing claims under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA").  These CERCLA claims
involve attempts by the EPA to recover the costs associated with the
cleanup of two Superfund Sites in Southington, Connecticut--the
Solvent Recovery Service of New England Superfund Site ("SRS Site")
and the Old Southington Landfill Superfund Site ("OSL Site").  SRS
was an independent and licensed solvent recycler/disposal company.
The EPA asserts that SRS, after receiving and processing various
hazardous substances from PRPs, shipped some resultant sludges and
wastewater from the SRS Site to the OSL Site.

The Company received a PRP notification regarding the SRS Site in
June, 1992.  The EPA originally attributed a 1.74% share of the
aggregate waste volume at the SRS Site to the Company.  Remedial
action is ongoing at the Site, and the Company is a participant in
the performing PRP group.  Largely because of "orphaned" and non-
participating parties' shares, the Company most recently has been
contributing approximately 2.16% toward the performing PRP group's
ongoing expenses.  To date approximately $15 million in response
costs have been spent or committed at this Site.  Based upon the
extensive investigations and remedial actions conducted at the Site
to date, it is presently estimated that the total future costs at the
SRS Site may range from approximately $18 million to $50 million.  In
the accompanying consolidated financial statements as of March 2,
2001 management has accrued $474,000 as a reserve against the
Company's potential future liability in this matter, which is net of
approximately $252,000 in payments made to date by the Company.

The Company received a PRP notification regarding the OSL Site in
January, 1994.  In addition to numerous "SRS transshipper" PRPs (such
as the Company), the EPA has named a number of other PRPs who
allegedly shipped waste materials directly to the OSL Site.  Based on
EPA's asserted volume of shipments to SRS, EPA originally attributed
4.89% of the SRS transshipper PRPs' waste volume at the OSL Site to
the Company, which is a fraction of the undetermined total waste
volume at the Site.  The remediation program at the OSL Site has been
divided into two phases, called Operable

                                      7

<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.

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

Units ("OU").  OU#1 primarily involves capping of the site and OU#2
is groundwater remediation, if any.  A Record of Decision ("ROD") was
issued in September, 1994 for OU#1 and, in December, 1997, following
mediation, the Company contributed $140,180 in full settlement of
OU#1 (toward a total contribution by the SRS transshipper PRPs of
approximately $2.5 million).  The SRS transshipper PRPs' payment of
$2.5 million represented approximately 8% of the OU#1 total
settlement.  At present, neither the remedy for OU#2 nor the
allocation of the costs thereof among the PRPs has been determined.
Whatever remedy ultimately is selected, the SRS transshippers'
allocable share of the OU#2 expenses likely will be greater than the
8% paid for OU#1.  It has been estimated that the total costs of OU#2
may range from $10 million to $50 million.  Management has accrued
$337,000 in the accompanying consolidated financial statements as a
reserve against the Company's potential future liability in this
matter, which is net of approximately $168,000 in payments made to
date by the Company.

Based on all available information as well as its prior experience,
management believes that its accruals in these two matters are
reasonable.  However, in each case the reserved amount is subject to
adjustment for future developments that may arise from one  or  more
of  the following -- the  long range  nature of  the case,
legislative changes, insurance coverage, the joint and several
liability provisions of CERCLA, the uncertainties associated with the
ultimate groundwater remedy selected, and the Company's ability to
successfully negotiate an outcome similar to its previous experience
in these matters.

Claims under Massachusetts General Laws, Chapter 21E

While in the process of eliminating the use of underground storage
tanks at the Company's facility in Canton, Massachusetts, the Company
arranged for the testing of the areas adjacent to the tanks in
question--a set of five tanks in 1994 and a set of three tanks in
1997.  The tests indicated that some localized contamination had
occurred.  The Company duly reported these findings regarding each
location to the Massachusetts Department of Environmental Protection
("DEP"), and the DEP has issued Notices of Responsibility under
Massachusetts General Laws Chapter 21E to the Company for each
location (RTN No. 3-11520 for the set of five tanks and RTN Nos. 3-
15347 and 3-19744 for the set of three tanks). The Company has
retained an independent Licensed Site Professional ("LSP") to perform
assessment and remediation work at the two locations.  With regard to
the first matter (involving the set of five tanks), the LSP has
determined that the contamination appears to be confined to a small
area of soil and does not pose an environmental risk to surrounding
property or community.  With regard to the second matter (involving
the set of three tanks), a limited amount of solvent has been found
in the soil and groundwater in the vicinity of the tanks.  Costs
incurred to date in connection with these two locations have totaled
approximately $509,000.  These costs have been funded through
operating cash flows.  It presently is estimated that the combined
future costs to complete the assessment and remediation actions at
the two locations will total approximately $262,000, and that amount
has been accrued in the accompanying financial statements.

In January 1997, the Company received a Chapter 21E Notice of
Responsibility from the DEP concerning two sites located in
Dartmouth, Massachusetts (RTN No. 4-0234) and Freetown, Massachusetts
(RTN No. 4-0086), respectively.  According to the DEP, drums
containing oil and/or hazardous materials were discovered at the two
sites in 1979, which led to some cleanup actions by the DEP.  The DEP
contends that an independent disposal firm allegedly hired by the
Company and other PRPs, H & M Drum Company, was responsible for
disposing of drums at the two sites.  To date, the DEP has issued
Notices of Responsibility to approximately 100 PRPs.  A group of
PRPs, including the Company, has retained an LSP to conduct
subsurface investigations at both sites.   The LSP has completed
Limited Subsurface Investigations at both sites.  At the Freetown
site,

                                      8

<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.

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


no reportable contamination was found either in soil or groundwater,
and the LSP has recommended that the DEP close the site out.  At the
Dartmouth site, no reportable contamination was found in soil, while
reportable, but lower than historical levels of contaminants were
found in groundwater.  The LSP's investigation at the Dartmouth site
further indicates that there may be an upgradient off-site source of
contaminants (which the Company would not be responsible for) that is
impacting the site, and recommends further investigation into that
possibility.  While the results of the Limited Subsurface
Investigations at these sites are relatively encouraging, until
additional data is gathered, it is not possible to reasonably
estimate the costs of any further investigation or cleanup that may
be required at one or both sites, or the Company's potential share of
liability or responsibility therefore.  Accordingly, no reserve has
been recorded in the accompanying financial statements with respect
to these two sites.

In April, 2000 the Company received a Chapter 21E Notice of
Responsibility from the DEP concerning an oil release in the portion
of the East Branch of the Neponset River that flows through the
Company's property in Canton, Massachusetts (RTN No. 3-19407).  The
Company had duly reported the presence of oil in the river to the
appropriate government agencies.  The Company commenced cleanup and
investigatory actions as soon as it became aware of the presence of
the oil, and immediately retained both an LSP to oversee response
actions in this matter and also an environmental services firm to
perform cleanup and containment services.  At the present time,
neither the source nor the cause of the release has been positively
determined.  Costs incurred to date have totaled approximately
$232,000.  These costs have been funded through operating cash flows.
It presently is estimated that the future costs in this matter will
total approximately $100,000 which has been accrued in the
accompanying financial statements.






























                                      9
<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.

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


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

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

                                    First Quarter Ended March 3, 2000
                                   Loss          Shares           Per
                                                                 Share
                                (Numerator)   (Denominator)      Amount
                               ------------  -------------     ----------
Basic EPS
 Income (loss) available to
  common stockholders         $   (319,000)      2,048,456     $   (0.16)
                                                                ==========
 Effect of Dilutive Security (A)
    options                             --             --
                               ------------   -------------
Diluted EPS
 Income (loss) available to
  common stockholders and
   assumed conversions        $   (319,000)       2,048,456    $    (0.16)
                               ============   =============     ==========

(A) Options for 334,365 and 205,725 shares of common stock were
outstanding at March 2, 2001 and March 3, 2000, respectively, but
were not included in computing diluted earnings per share in each
of the respective periods because their effects were anti-
dilutive.  In addition, options for 151,204 and 284,474 shares of
common stock were outstanding at March 2, 2001 and March 3, 2000,
respectively, but were not included in computing diluted earnings
per share because of the loss from operations.














                                      10

<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.

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


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

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

The table below presents information related to Plymouth Rubber's
business segments for the three months ended March 2, 2001 and March
3, 2000.

                                        First Quarter Ended
                                       March 2,        March 3,
                                         2001            2000
                                       --------        --------
                                             (In Thousands)
Segment sales to unaffiliated customers:
  Plymouth Tapes  . . . . . . . .     $ 14,049        $ 16,397
  Brite-Line Technologies . . . .          968             650
                                       --------        --------
  Consolidated net sales. . . . .     $ 15,017        $ 17,047
                                       ========        ========
Segment income:
  Plymouth Tapes. . . . . . . . .     $ (1,359)       $    340
  Brite-Line Technologie. . . . .         (448)           (339)
                                       --------        --------
  Consolidated operating income         (1,807)              1
  Interest expense. . . . . . . .         (613)           (540)
  Other, net. . . . . . . . . . .           84             (12)
                                       --------        --------
  Consolidated income
     (loss) before tax. . . . . .     $ (2,336)       $   (551)
                                       ========        ========



















                                      11

<PAGE>

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

Sales decreased 12% to $15,017,000 from $17,047,000 last year.  Sales at
Plymouth Tapes decreased 14% to $14,049,000 from $16,397,000 last year.
The largest decrease was in the automotive market, where sales decreased
22% from last year.  Sales at Brite-Line Technologies increased 49% to
$968,000 from $650,000 last year.

Gross margin decreased to 7.9% from 20.4% last year.  Gross margin at
Plymouth Tapes decreased to 9.2% from 20.6% last year.  The major factor
was very low production volumes, resulting from both lower sales and from a
$1.7 million reduction in Plymouth Tapes inventory during the quarter.
Gross margin at Brite-Line Technologies decreased to (10.1)% from 16.0%
last year, although gross margin dollars are normally seasonally low during
the first quarter.  The decrease in margin was primarily as a result of
lower margin sales to a foreign customer.

Selling, general and administrative expenses decreased 13.9% to $2,999,000
from $3,484,000 last year.  At Plymouth Tapes, selling, general and
administrative expenses decreased 12.9% to $2,649,000 from $3,041,000 last
year.  The major contributors to the reduction were a $157,000 decrease in
freight, a $62,000 reduction in bonus expense, a $47,000 decrease in
outside warehouse expenses, a $33,000 decrease in advertising, a $28,000
decrease in commissions, offset in part by $48,000 in lower bad debt
recoveries.  Selling, general and administrative expenses at Brite-Line
Technologies decreased 21.0% to $350,000 from $443,000 last year.  The
major factors were a decrease in professional fees of $76,000 and a
reduction in accrued bonus expense of $43,000.

Interest expense increased 13.5% to $613,000 from $540,000 last year,
because of higher interest rates on the revolving line of credit, increased
fees, and higher term loan balances, slightly offset by a lower balance on
the revolving line of credit.  Other income increased to $84,000 from an
expense of $12,000 last year, largely because of a $65,000 increase in
foreign currency exchange gains and losses, and one-time rental income of
$35,000.

The above factors generated a pre-tax loss of $2,336,000, compared to a
pre-tax loss of $551,000 in the first quarter of 2000.  In accordance with
the Statement of Financial Accounting No. 109, Accounting for Income Taxes
(FAS109), during the first quarter of 2001, the Company did not record the
tax benefit of the loss generated from its domestic operations, because it
could not be carried back to recover taxes paid in previous years, and will
not be offset by the reversal of future taxable difference and, as such, is
more likely than not to expire prior to realizability.  The Company
therefore recorded a $7,000 tax credit for the first quarter of 2001
related to its Spanish subsidiary, compared to a $232,000 tax credit for
its domestic and foreign operations in the first quarter of 2000.  The net
loss was $2,329,000, compared to a net loss of $319,000 in the first
quarter of 2000.

Cash generated from operating activities was $1.2 million in the first
quarter of 2001, as compared to $2.1 million in the first quarter of 2000.
The major factors contributing to cash from operating activities were a
decrease in inventory of $1.6 million, a decrease in accounts receivable of
$1.1 million, depreciation and amortization of $0.7 million, an increase in
accounts payable of $0.3 million, and a decrease in prepaid expenses of
$0.1 million, partially offset by a net loss of $2.3 million, a decrease in
accrued expenses of $0.2 million, and a decrease in other liabilities of
$0.1 million.  This operating cash flow was used to pay off term debt and
capital leases by $0.5 million, and to reduce the revolving line of credit
by $0.5 million.












                                      12



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

                                (Continued)
Liquidity

As of March 2, 2001, the Company had used all of its borrowing capacity
under its line of credit with its primary lender, after consideration of
collateral limitations and the letter of credit related to a guarantee of
80 million pesetas (approximately $0.4 million) on a term loan agreement
with a Spanish bank syndicate.  As of March 2, 2001, the Company was not in
compliance with two of its financial covenants (minimum working capital and
minimum fixed charge coverage ratio) with its primary term debt lender.
Because of a cross default provision, the Company was therefore also not in
compliance with a covenant with its primary working capital lender.  As a
result, the $9.1 million long-term portion of debt with these lenders has
been classified as current on the Company's Consolidated Balance Sheet, and
the total debt with these lenders currently would be payable on demand.
This reclassification resulted in a negative working capital of
$13,343,000.  The Company is projecting that it will not be in compliance
with the covenants of its primary term debt and primary working capital
facilities in the next twelve months.  The Company expects that demands on
its liquidity and credit resources will continue to be significant through
fiscal 2001.

As discussed in the Company's Form 10-K filed for the year ended December
1, 2000, the Company had developed cash conservation plans for Fiscal 2001.
As of the 10-K filing date the Company had negotiated modified loan
agreements with its primary term lender to defer certain principal payments
and extend the remaining amortization period by four months, and was also
working with another of its term lenders to negotiate a similar agreement.
During March of 2001, this agreement was completed, allowing a reduced 2001
cash outflow of approximately $800,000 from deferred principal payments
with these two lenders.  As of the filing of the 10-K, the Company was also
working with its primary working capital lender to increase cash
availability and/or defer certain principal payments on term debt.  The
Company was also working with a number of other lenders to obtain
additional financing or refinance its existing debt, but to date has not
completed any such financing or refinancing.

As also described in the Fiscal 2000 10-K, the Company had developed plans
to conserve cash, including cost reductions, inventory reductions, expense
deferrals, capital expenditure reductions, incentive compensation
reductions, and certain delayed payments.  During April 2001, the Company
has completed a number of cost reductions and expense deferrals, including
the reduction of its direct labor force by 25 employees, or a future cost
reduction of approximately $1,000,000 annually.  During the first quarter
of 2001, the Company has also reduced inventory by $1,513,000.  As planned,
capital expenditures in the first quarter of 2001 were reduced to  $98,000,
as compared to $1,051,000 in the first quarter of 2000.  Also as planned,
no incentive compensation expenses were incurred during the first quarter
of 2001.  Certain payments were also delayed where possible.

The Company continues to seek out opportunities to conserve cash, including
cost reductions, capital expenditure reductions, incentive compensation
reductions, and certain delayed payments and will continue to explore
opportunities for additional financing or refinancing of existing debt.

In the opinion of management, and based upon the plans above, anticipated
cash flow from operations, and from existing, renegotiated, refinanced,
and/or additional debt facilities, cash conservation measures, and other
planned cash inflows will provide sufficient funds to meet expected needs
during fiscal 2001.  Although there has been no demand placed on the
Company by its term lenders, should such a demand be placed, and should
additional financing or refinancing not take place, the Company would most
likely not be able to sustain operations.

Although management expects to be able to accomplish its plans, there is no
assurance that it will be able to do so. The Company's plans depend upon
many factors, including those outlined in the Safe Harbor Statement below.
Failure to accomplish these plans could have an adverse impact on the
Company's liquidity and financial position, and its ability to continue
operations.




                                      13



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

                               (Continued)

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  As described above, the
negative working capital position of $13,343,000 at March 2, 2001, demand
status of the Company's term debt facilities and the lack of borrowing
capacity under the line of credit may indicate that the Company will be
unable to continue as a going concern for a reasonable period of time.  The
accompanying financial statements do not include any adjustments relating
to the recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

The Company has been contacted by the American Stock Exchange (AMEX)
regarding minimum listing requirements on the number of public Class A
common stockholders (200), and the aggregate market value of the publicly
held Class A common stock ($1,000,000).  The Company has met with AMEX
representatives and believes that it meets the minimum number of public
Class A stockholders. The Company will be reviewing various options
regarding the aggregate market value of the publicly held Class A common
stock, should that aggregate value remain below current listing standards.

Safe Harbor Statement

Certain statements in this report, in the Company's press releases and in
oral statements made by or with the approval of an authorized executive
officer of the Company may constitute "forward-looking statements" as that
term is defined under the Private Securities Litigation Reform Act of 1995.
These may include statements projecting, forecasting or estimating Company
performance and industry trends.  The achievement of the projections,
forecasts or estimates is subject to certain risks and uncertainties.
Actual results may differ materially from those projected, forecasted or
estimated.  The applicable risks and uncertainties include general economic
and industry conditions that affect all international businesses, as well
as matters that are specific to the Company and the markets it serves.
General risks that may impact the achievement of such forecast include:
compliance with new laws and regulations, significant raw material price
fluctuations, changes in interest rates, currency exchange rate
fluctuations, limits on the repatriation of funds and political
uncertainty.  Specific risks to the Company include: risk of recession in
the economies and /or markets in which its products are sold, the Company's
ability to refinance its credit facility or obtain additional financing,
the concentration of a substantial percentage of the Company's sales with a
few major automotive customers, cost of raw materials, and competition in
pricing.






















                                      14


<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.


PART II.   OTHER INFORMATION


Item 1.      Legal Proceedings

Reference is made to the information contained in Item 3 of the
Company's Annual Report on Form 10-K for its fiscal year ended
December 1, 2000, and in Note 11 of the Notes To Consolidated
Financial Statements contained in said report.


Item 2.      Changes in Securities

      None


Item 3.      Defaults upon Senior Securities

      Not Applicable


Item 4.      Submission of Matters to a Vote of Security Holders

Not Applicable

Item  5.      Other Information

      None

Item 6.      Exhibits and Reports on Form 8-K

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


























                                      15

<PAGE>



                                SIGNATURES





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








                                 Plymouth Rubber Company, Inc.
                                       (Registrant)




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




Date:  April  16, 2001






























                                      16
<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.
                           INDEX TO EXHIBITS

Exhibit
  No.      Description

(2)   Not Applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      17
<PAGE>


                    PLYMOUTH RUBBER COMPANY, INC.
                           INDEX TO EXHIBITS

                             (Continued)
Exhibit
  No.     Description

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

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

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

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

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

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

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

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

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

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

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





                                      18

<PAGE>

                    PLYMOUTH RUBBER COMPANY, INC.
                          INDEX TO EXHIBITS

                             (Continued)
Exhibit
  No.     Description

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

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

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

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

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

(11)   Not  Applicable.

(15)   Not  Applicable

(18)   Not  Applicable.

(19)   Not  Applicable

(22)   Not  Applicable.

(23)   Not  Applicable.

(24)   Not  Applicable.

(27)   Not  Applicable.






















                                      19