8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported) May 1, 2002


                         Lexington Precision Corporation
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             (Exact name of Registrant as specified in its charter)


   Delaware                        0-3252                        22-1830121
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(State or other jurisdiction     (Commission                  (I.R.S. Employer
        of incorporation)        File Number)                Identification No.)


   767 Third Avenue, New York, NY                                     10017
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   (Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code (212) 319-4657
                                                   --------------


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          (Former name or former address, if changed since last report)







Item 5.  OTHER EVENTS

     On May 1, 2002, Lexington Precision Corporation (the "Company") issued a
press release announcing that it is not extending the expiration date of its
existing exchange offer with respect to its 12 3/4% Senior Subordinated Notes.
The exchange offer expired at 5:00 p.m., New York City time, April 30, 2002. In
the same press release, the Company also announced that it expects to commence a
new exchange offer with respect to the 12 3/4% Senior Subordinated Notes. In
addition, the Company announced in the press release that its proposal to extend
the maturity date of its 10 1/2% Senior Note from April 20, 2002 to August 1,
2007 was rejected by the holders of the 10 1/2% Senior Note. The Company does
not intend to make payment under the 10 1/2% Senior Note in the absence of a
financial restructuring acceptable to the Company. Consequently, the 10 1/2%
Senior Note is presently in default. There can be no assurance that the Company
will be able to consummate a financial restructuring, including the new exchange
offer and the extension of the 10 1/2% Senior Note. If the Company is unable to
do so, it may be forced to seek relief from creditors under the federal
bankruptcy code. Any proceeding under the federal bankruptcy code could have a
material adverse effect on the Company.

Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy
of the press release.



Item 7.  FINANCIAL STATEMENTS, PRO FORMA FIANCIAL INFORMATION AND EXHIBITS

           (c)   EXHIBITS

                 Exhibit 99.1     Press release dated May 1, 2002.




                                      -2-




                                   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 hereunto duly authorized.



Dated:   May 1, 2002                  LEXINGTON PRECISION CORPORATION


                                      By:  /s/ Michael A. Lubin
                                           ---------------------------------
                                            Michael A. Lubin
                                            Chairman of the Board
































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                                  EXHIBIT INDEX


  Exhibit
  NUMBER      EXHIBIT NAME                                  LOCATION

99.1          Press release dated May 1, 2002               Filed herewith



































                                      -4-

EX-99

FOR IMMEDIATE RELEASE

LEXINGTON PRECISION ANNOUNCES NEW EXCHANGE OFFER FOR SENIOR SUBORDINATED NOTES

NEW YORK, May 1, 2002 - Lexington Precision Corporation (OTC: LEXP) announced
today that it is not extending the expiration date of its existing exchange
offer to the holders of its 12 3/4% Senior Subordinated Notes, which matured on
February 1, 2000. The exchange offer expired at 5:00 p.m., New York City time,
yesterday.

The company also announced that it expects to commence a new exchange offer that
will reflect a revised agreement in principle it has reached with the four
largest holders of its 12 3/4% Senior Subordinated Notes. The four holders
control in the aggregate, $20,490,000 principal amount of the 12 3/4% Senior
Subordinated Notes, or 74.7% of the $27,412,000 outstanding.

Under the terms of the agreement in principle, tendering holders of the 12 3/4%
Senior Subordinated Notes would receive new 11 1/2% Senior Subordinated Notes,
due August 1, 2007, in a principal amount equal to the sum of the principal
amount of 12 3/4% Senior Subordinated Notes tendered plus the accrued interest
thereon for the period August 1, 1999, through April 30, 2002. Accrued interest
would total $350.625 for each $1,000 principal amount of 12 3/4% Senior
Subordinated Notes tendered. If all of the 12 3/4% Senior Subordinated Notes
were tendered, and the exchange were completed, $9,611,000 of accrued interest
would be converted into new 11 1/2% Senior Subordinated Notes.

Interest on the new 11 1/2% Senior Subordinated Notes would accrue from May 1,
2002, and would be payable quarterly on each August 1, November 1, February 1,
and May 1.

Holders of the 11 1/2% Senior Subordinated Notes would also receive a
participation fee equal to $22.20 for each $1,000 principal amount of 11 1/2%
Senior Subordinated Notes. The participation fee would be payable in three equal
installments on September 30, 2002, December 31, 2002, and March 31, 2003.

Each $1,000 principal amount of 11 1/2% Senior Subordinated Notes would be
issued with 10 warrants to purchase common stock. Each warrant would permit the
holder to purchase one share of common stock at a price of $3.50 per share at
any time during the period from January 1, 2004, through August 1, 2007. Prior
to January 1, 2004, the warrants will not be detachable from, and will be
transferable only as a unit with, the 11 1/2% Senior Subordinated Notes.




The new exchange offer is a component of a comprehensive financial restructuring
plan that would also involve an extension of the company's 10 1/2% Senior Note
and 14% Junior Subordinated Notes and a refinancing of the company's senior,
secured credit facilities. The completion of the new exchange offer will be
subject to a number of conditions precedent, including the refinancing of the
company's other debt on satisfactory terms.

The completion of the new exchange offer is also subject to the condition that
at least 99% of the aggregate principal amount of the 12 3/4% Senior
Subordinated Notes be tendered for exchange and not withdrawn. If the exchange
offer is completed, the company does not presently intend to pay principal or
accrued interest in respect of untendered 12 3/4% Senior Subordinated Notes.

The company's 10 1/2% Senior Note matured on April 30, 2002. The company
recently made a proposal to extend the maturity date of the 10 1/2% Senior Note
to August 1, 2007, and requested an interim extension of the note to enable the
company to complete the new exchange offer. The holder of the 10 1/2% Senior
Note has rejected the company's proposals and has requested payment of the 10
1/2% Senior Note. The company does not intend to make payment under the 10 1/2%
Senior Note in the absence of a financial restructuring acceptable to the
company.

There can be no assurance that the company will be able to consummate a
financial restructuring, including the new exchange offer and the extension of
the 10 1/2% Senior Note. If the company is unable to do so, it may be forced to
seek relief from creditors under the federal bankruptcy code. Any proceeding
under the federal bankruptcy code could have a material adverse effect on the
company.

Lexington Precision Corporation manufactures rubber and metal components, which
are used primarily by manufacturers of automobiles, automotive replacement
parts, and medical devices.

Contact:  Warren Delano (212) 319-4657