As filed with the Securities Exchange             Registration No.
Commission on December 28, 1995                        

==========================================================================
		    SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549

			  ----------------------

				 FORM S-8

	  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

			  -----------------------

		       PLYMOUTH RUBBER COMPANY, INC.
	  (Exact Name of Registrant as Specified in Its Charter)

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

		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220
	   (Address of registrant's Principal Executive Offices)

			  -----------------------

     Plymouth Rubber Company Retirement Savings & Profit Sharing Plan
			 (Full Title of the Plans)

			  -----------------------

		 DUANE E. WHEELER, VICE PRESIDENT, FINANCE
			 Plymouth Rubber Co., Inc.
		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220

	 (Name, Address and Telephone number of Agent For Service)

			  ----------------------
				Copies to:

			 DEBORAH A. KREAM, ESQUIRE
		       PLYMOUTH RUBBER COMPANY, INC.
		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220

==========================================================================

This Registration Statement on Form S-8 consists of 73 pages (including
exhibits).  The index to exhibits is set forth on sequentially numbered Page 
8.     

  C A L C U L A T I O N    O F    R E G I S T R A T I O N    F E E
									  

				   Proposed      Proposed
		      Amount       Maximum       Maximum    
Title of Each Class   to be        Offering      Aggregate     Amount
of Securities to be   Registered   Price Per     Offering   Registration
   Registered         (Shares)(1)  Share (2)     Price (2)      fee      
									  

Class A Common Stock   100,000     $10.125      $1,012,500    $349.14 
$1.00 par value
									  

(1)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become deliverable as a result
     of stock splits, stock dividends or similar transactions in accordance
     with the provisions of the Plans.

(2)  Determined on the basis of the average of the high and low sales prices
     of the Class A Common Stock reported in the American Stock Exchange,
     Inc. quotations for the last known sale on December 20, 1995, solely
     for the purposes of calculating the registration fee, in accordance
     with Rule 457 (c) under the Securities Act of 1933.

									 

     This Registration Statement will become effective automatically upon
the date of filing, pursuant to the provisions of Section 8 of the
Securities Act of 1933 and Rule 462 enacted thereunder, or such other day as
the Commission acting pursuant to said Section 8 may determine.

									  

     The approximate date of proposed sale to the public and cross reference
sheet called for by Items 501(a) and (b) of Regulation S-K are not
applicable and have been omitted.


		      E X P L A N A T O R Y   N O T E

     This Registration Statement on Form S-8 covers the registration of
100,000 shares of Class A Common Stock being made available for purchase on
the open market through the Plymouth Rubber Company Class A Common Stock
Fund (the "Company Stock Fund") as one of the Investment Funds in which a
participant may direct the Plan Trustee to invest his/her Employer Elective
Contribution, Salary Reduction Contribution and Matching Contribution
pursuant to the Company's Retirement Savings & Profit Sharing Plan (the
"Plan").









 

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


			      PART I


     Pursuant to the instructions in Part I of Form S-8, the
information required by Item 1, Plan Information, and Item 2,
Registrant Information and Employee Plan Annual Information, of
Form S-8 has not been filed as part of this Registration 
Statement.

			     PART II

Form 3.  Incorporation of Documents by Reference.

	  The following documents filed by the Company with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 2, 1994;

     (b)  The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 3, 1995, June 2, 1995, and September
1, 1995.

     (c)  The Company's Form 11-K for Annual Reports of Employee
Stock Purchase Savings and similar plans pursuant to Section 15(d)
of the Securities Exchange Act of 1934 for the period ended
December 31, 1994.

     (d)  The description of the Company's Common Stock included
in the Company's registration thereof under Section 12 of the
Exchange Act, including all amendments and reports amending such
description.

     In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained therein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.

				1


     The financial statements of the Company included in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 2, 1994, have been audited by Price Waterhouse LLP,
independent auditors, as set forth in their report included
therein and incorporated herein by reference.  Such financial
statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein by
reference in reliance upon the reports of Price Waterhouse LLP
pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission).


Item 4.   Description of Securities.

	  See Item 3(c) herein.


Item 5.   Interests of Named Experts and Counsel.

	  To the best knowledge of the Registrant, no expert or
counsel named herein or in the Information Statement delivered
pursuant to the requirements of Part I of the Registration
Statement has any substantial interest, direct or indirect, in any
matter connected with this registration Statement and the
preparation an filing thereof.


Item 6.   Indemnification of Officers and Directors.

	  Consistent with applicable provisions of the
Massachusetts Business Corporation Law, the Company's By-Laws
provide that the Company's directors and officers may be
indemnified by the Company from and against any claims,
liabilities and expenses to which they may become subject by
reason of being an officer or director, except with respect to any 
matter as to which such officer shall have been adjudicated by a
court of competent jurisdiction not to have acted in good faith in
the reasonable belief that his or her action was in the best
interests of the Company.  The Company has purchased and maintains
insurance coverage under a policy insuring directors and officers
of the Company, which may include coverage for liabilities arising
under the Securities Act of 1933.


Item 7.   Exemption From Registration Claimed.

	  Not applicable.








				2



Item 8.   Exhibits.


	  Following is a list of all applicable exhibits filed
with this Registration Statement pursuant to the requirements of
Item 601 of Regulation S-K:

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

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

     4.3  Copy of the Registrant's Retirement Savings & Profit
	  Sharing Plan, including Amendments One through Five.

     5.   Opinion of Counsel, Deborah A. Kream.
     
    23.1  Consent of Price Waterhouse LLP.

    23.2  Consent of Morris & Morris P.C.                        
	    
    24.1  Power of Attorney (included in signature page hereto).

    24.2  Certificate of Vote authorizing signing by Power of
	  Attorney. 

Item 9.   Undertakings.

	  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

	  (I)  To include any prospectus required by section     
	  10(a)(3) of the Securities Act of 1933;

	  (ii) To reflect in the prospectus (as defined in Part I     
	  of Form S-8) any facts or events arising after the effective
	  date of the registration statement (or the most recent post-effective 
	  amendment thereof) which, individually or in the
	  aggregate, represent a fundamental change in the information
	  set forth in the registration statement;

	  (iii) To include any material information with respect 
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;







				3




	  Provided, however, that clauses (1)(I) and (1)(ii)
paragraph (1) do not apply to this registration statement on Form
S-8 because the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant or expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.









				4



			    SIGNATURES




     Pursuant to the requirements of the Securities Act of 1933,
the registration certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, Commonwealth of Massachusetts, on the 22nd   
Day of December, 1995.


				   PLYMOUTH RUBBER COMPANY, INC.



			      By: Maurice J. Hamilburg
				   Maurice J. Hamilburg, President



				 


     Each of the undersigned officers and directors of Plymouth
Rubber Company, Inc. hereby constitutes and appoints Maurice J.
Hamilburg, Deborah A. Kream, Esq., and each of them singly, his or
her true and lawful attorneys or attorney-in-fact and agent, with
full power of substitution and resubstitution, for each of the
undersigned and in each of their name, place and stead, in any and
all capacities, to sign any and all amendment thereto (including
post-effective amendments) to this Registration Statement and all
documents relating thereto and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.  Each of said attorney-in-fact
shall have full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about
the premises, as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof,
and ratifying and confirming our signatures as they may be signed
by each attorney-in-fact and agent, or his substitutes, to this
Registration Statement and any and all amendments thereto.










				5




Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacity and on the dates indicated.


     Signature                Title                    Date



Maurice J. Hamilburg     President, Director and       12/16/95
Maurice J. Hamilburg     Chief Executive Officer




 Duane E. Wheeler        Vice President - Finance &    12/16/95
 Duane E. Wheeler        Treasurer, Chief  Financial
			 Officer and Chief Accounting
			 Officer


 Joseph D. Hamilburg         Director                  12/16/95
 Joseph D. Hamilburg      




    Jane H. Guy               Director                 12/16/95
    Jane H. Guy




 Melvin L. Keating            Director                 12/16/95
 Melvin L. Keating




 Susan Y. Friedman            Director                 12/16/95
 Susan Y. Friedman 














				6





Pursuant to the requirements of the Securities Act of 1933, the
401(k) Plan Committee of Plymouth Rubber Company, Inc. has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on December 16, 1995.




	  

				   By:  Maurice J. Hamilburg    
					Maurice  J.  Hamilburg,
					a member  of the  401(k) 
					Plan Committee of Plymouth
					Rubber Company, Inc.







































			      7 
 

		    INDEX TO EXHIBITS


Exhibit                                  If not filed herein,
  No.       Description of Document   incorporated by reference to

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

 4.2        Company's By-Laws           Exhibit 3(ii) to the 
					Company's Annual Report
					on Form 10-K for the
					fiscal year ended 
					November 26, 1993.

 4.3        Registrant's Retirement     Filed herewith
	    Savings & Profit Sharing                             
	    Plan, including Amendments                           
	    One through Five.

 5          Opinion of Counsel,         Filed herewith           
	    Deborah A. Kream                                     
 
 23.1       Consent of Price            Filed herewith           
	    Waterhouse LLP                                       

 23.2       Consent of Morris &         Filed herewith           
	    Morris P.C.                                          

 24.1       Power of Attorney           Filed herewith           
	    (Included in signature page                          
	     hereto).                                            

 24.2       Certificate of Vote         Filed herewith           
	    Authorizing Signing by                               
	    Power of Attorney.


















			      8
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{"company-data": {"conformed-name": "PLYMOUTH RUBBER CO INC", "cik": "0000079225", "assigned-sic": "3060", "irs-number": "041733970", "state-of-incorporation": "MA", "fiscal-year-end": "1127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65441", "film-number": "95605175"}, "business-address": {"street1": "104 REVERE ST", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "6178280220"}, "mail-address": {"street1": "104 REVERE ST", "street2": "104 REVERE ST", "city": "CANTON", "state": "MA", "zip": "02021"}}
As filed with the Securities Exchange             Registration No.
Commission on December 28, 1995                        

==========================================================================
		    SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549

			  ----------------------

				 FORM S-8

	  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

			  -----------------------

		       PLYMOUTH RUBBER COMPANY, INC.
	  (Exact Name of Registrant as Specified in Its Charter)

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

		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220
	   (Address of registrant's Principal Executive Offices)

			  -----------------------

     Plymouth Rubber Company Retirement Savings & Profit Sharing Plan
			 (Full Title of the Plans)

			  -----------------------

		 DUANE E. WHEELER, VICE PRESIDENT, FINANCE
			 Plymouth Rubber Co., Inc.
		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220

	 (Name, Address and Telephone number of Agent For Service)

			  ----------------------
				Copies to:

			 DEBORAH A. KREAM, ESQUIRE
		       PLYMOUTH RUBBER COMPANY, INC.
		    104 Revere Street, Canton, MA 02021
			      (617) 828-0220

==========================================================================

This Registration Statement on Form S-8 consists of 73 pages (including
exhibits).  The index to exhibits is set forth on sequentially numbered Page 
8.     

  C A L C U L A T I O N    O F    R E G I S T R A T I O N    F E E
									  

				   Proposed      Proposed
		      Amount       Maximum       Maximum    
Title of Each Class   to be        Offering      Aggregate     Amount
of Securities to be   Registered   Price Per     Offering   Registration
   Registered         (Shares)(1)  Share (2)     Price (2)      fee      
									  

Class A Common Stock   100,000     $10.125      $1,012,500    $349.14 
$1.00 par value
									  

(1)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become deliverable as a result
     of stock splits, stock dividends or similar transactions in accordance
     with the provisions of the Plans.

(2)  Determined on the basis of the average of the high and low sales prices
     of the Class A Common Stock reported in the American Stock Exchange,
     Inc. quotations for the last known sale on December 20, 1995, solely
     for the purposes of calculating the registration fee, in accordance
     with Rule 457 (c) under the Securities Act of 1933.

									 

     This Registration Statement will become effective automatically upon
the date of filing, pursuant to the provisions of Section 8 of the
Securities Act of 1933 and Rule 462 enacted thereunder, or such other day as
the Commission acting pursuant to said Section 8 may determine.

									  

     The approximate date of proposed sale to the public and cross reference
sheet called for by Items 501(a) and (b) of Regulation S-K are not
applicable and have been omitted.

		      E X P L A N A T O R Y   N O T E

     This Registration Statement on Form S-8 covers the registration of
100,000 shares of Class A Common Stock being made available for purchase on
the open market through the Plymouth Rubber Company Class A Common Stock
Fund (the "Company Stock Fund") as one of the Investment Funds in which a
participant may direct the Plan Trustee to invest his/her Employer Elective
Contribution, Salary Reduction Contribution and Matching Contribution
pursuant to the Company's Retirement Savings & Profit Sharing Plan (the
"Plan").

 

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

			      PART I

     Pursuant to the instructions in Part I of Form S-8, the
information required by Item 1, Plan Information, and Item 2,
Registrant Information and Employee Plan Annual Information, of
Form S-8 has not been filed as part of this Registration 
Statement.

			     PART II

Form 3.  Incorporation of Documents by Reference.

	  The following documents filed by the Company with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 2, 1994;

     (b)  The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 3, 1995, June 2, 1995, and September
1, 1995.

     (c)  The Company's Form 11-K for Annual Reports of Employee
Stock Purchase Savings and similar plans pursuant to Section 15(d)
of the Securities Exchange Act of 1934 for the period ended
December 31, 1994.

     (d)  The description of the Company's Common Stock included
in the Company's registration thereof under Section 12 of the
Exchange Act, including all amendments and reports amending such
description.

     In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained therein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.

				1

     The financial statements of the Company included in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 2, 1994, have been audited by Price Waterhouse LLP,
independent auditors, as set forth in their report included
therein and incorporated herein by reference.  Such financial
statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein by
reference in reliance upon the reports of Price Waterhouse LLP
pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission).

Item 4.   Description of Securities.

	  See Item 3(c) herein.

Item 5.   Interests of Named Experts and Counsel.

	  To the best knowledge of the Registrant, no expert or
counsel named herein or in the Information Statement delivered
pursuant to the requirements of Part I of the Registration
Statement has any substantial interest, direct or indirect, in any
matter connected with this registration Statement and the
preparation an filing thereof.

Item 6.   Indemnification of Officers and Directors.

	  Consistent with applicable provisions of the
Massachusetts Business Corporation Law, the Company's By-Laws
provide that the Company's directors and officers may be
indemnified by the Company from and against any claims,
liabilities and expenses to which they may become subject by
reason of being an officer or director, except with respect to any 
matter as to which such officer shall have been adjudicated by a
court of competent jurisdiction not to have acted in good faith in
the reasonable belief that his or her action was in the best
interests of the Company.  The Company has purchased and maintains
insurance coverage under a policy insuring directors and officers
of the Company, which may include coverage for liabilities arising
under the Securities Act of 1933.

Item 7.   Exemption From Registration Claimed.

	  Not applicable.

				2

Item 8.   Exhibits.

	  Following is a list of all applicable exhibits filed
with this Registration Statement pursuant to the requirements of
Item 601 of Regulation S-K:

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

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

     4.3  Copy of the Registrant's Retirement Savings & Profit
	  Sharing Plan, including Amendments One through Five.

     5.   Opinion of Counsel, Deborah A. Kream.
     
    23.1  Consent of Price Waterhouse LLP.

    23.2  Consent of Morris & Morris P.C.                        
	    
    24.1  Power of Attorney (included in signature page hereto).

    24.2  Certificate of Vote authorizing signing by Power of
	  Attorney. 

Item 9.   Undertakings.

	  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

	  (I)  To include any prospectus required by section     
	  10(a)(3) of the Securities Act of 1933;

	  (ii) To reflect in the prospectus (as defined in Part I     
	  of Form S-8) any facts or events arising after the effective
	  date of the registration statement (or the most recent post-effective 
	  amendment thereof) which, individually or in the
	  aggregate, represent a fundamental change in the information
	  set forth in the registration statement;

	  (iii) To include any material information with respect 
     to the plan of distribution not previously disclosed in the
     registration statement or any material change to such
     information in the registration statement;

				3

	  Provided, however, that clauses (1)(I) and (1)(ii)
paragraph (1) do not apply to this registration statement on Form
S-8 because the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant or expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

				4

			    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registration certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, Commonwealth of Massachusetts, on the 22nd   
Day of December, 1995.

				   PLYMOUTH RUBBER COMPANY, INC.

			      By: Maurice J. Hamilburg
				   Maurice J. Hamilburg, President

				 

     Each of the undersigned officers and directors of Plymouth
Rubber Company, Inc. hereby constitutes and appoints Maurice J.
Hamilburg, Deborah A. Kream, Esq., and each of them singly, his or
her true and lawful attorneys or attorney-in-fact and agent, with
full power of substitution and resubstitution, for each of the
undersigned and in each of their name, place and stead, in any and
all capacities, to sign any and all amendment thereto (including
post-effective amendments) to this Registration Statement and all
documents relating thereto and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.  Each of said attorney-in-fact
shall have full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about
the premises, as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his
substitutes, may lawfully do or cause to be done by virtue hereof,
and ratifying and confirming our signatures as they may be signed
by each attorney-in-fact and agent, or his substitutes, to this
Registration Statement and any and all amendments thereto.

				5

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacity and on the dates indicated.

     Signature                Title                    Date

Maurice J. Hamilburg     President, Director and       12/16/95
Maurice J. Hamilburg     Chief Executive Officer

 Duane E. Wheeler        Vice President - Finance &    12/16/95
 Duane E. Wheeler        Treasurer, Chief  Financial
			 Officer and Chief Accounting
			 Officer

 Joseph D. Hamilburg         Director                  12/16/95
 Joseph D. Hamilburg      

    Jane H. Guy               Director                 12/16/95
    Jane H. Guy

 Melvin L. Keating            Director                 12/16/95
 Melvin L. Keating

 Susan Y. Friedman            Director                 12/16/95
 Susan Y. Friedman 

				6

Pursuant to the requirements of the Securities Act of 1933, the
401(k) Plan Committee of Plymouth Rubber Company, Inc. has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on December 16, 1995.

	  

				   By:  Maurice J. Hamilburg    
					Maurice  J.  Hamilburg,
					a member  of the  401(k) 
					Plan Committee of Plymouth
					Rubber Company, Inc.

			      7 
 

		    INDEX TO EXHIBITS

Exhibit                                  If not filed herein,
  No.       Description of Document   incorporated by reference to

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

 4.2        Company's By-Laws           Exhibit 3(ii) to the 
					Company's Annual Report
					on Form 10-K for the
					fiscal year ended 
					November 26, 1993.

 4.3        Registrant's Retirement     Filed herewith
	    Savings & Profit Sharing                             
	    Plan, including Amendments                           
	    One through Five.

 5          Opinion of Counsel,         Filed herewith           
	    Deborah A. Kream                                     
 
 23.1       Consent of Price            Filed herewith           
	    Waterhouse LLP                                       

 23.2       Consent of Morris &         Filed herewith           
	    Morris P.C.                                          

 24.1       Power of Attorney           Filed herewith           
	    (Included in signature page                          
	     hereto).                                            

 24.2       Certificate of Vote         Filed herewith           
	    Authorizing Signing by                               
	    Power of Attorney.

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