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 SEC 1344               Persons who potentially are to respond to the
 (2-2002)               collection of information contained in this form
 Previous versions      are not required to respond unless the form
 obsolete               displays a currently valid OMB control number.
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                     UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                      FORM 12b-25

              NOTIFICATION OF LATE FILING
                                            SEC File Number 1-5197
                                            CUSIP Number

(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR

For Period Ended: November 30, 2001
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herin.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION

Plymouth Rubber Company, Inc.
_______________________________________________________________________________
 Full Name of Registrant
 ______________________________________________________________________________
 Former Name if Applicable
104 Revere Street _____________________________________________________________
 Address of Principal Executive Office (Street and Number)
Canton, MA 02021 ______________________________________________________________
 City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

            (a) The reasons described in reasonable detail in Part III of
            this form could not be eliminated without unreasonable effort
            or expense;
            (b) The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
 [X]       thereof, will be filed on or before the fifteenth calendar day
            following the prescribed due date; or the subject quarterly
            report of transition report on Form 10-Q, or portion thereof
            will be filed on or before the fifth calendar day following
            the prescribed due date; and
            (c) The accountant's statement or other exhibit required by
            Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.

Finalization of the 10K has taken additional time, principally due to an
extensive reconciliation of a loss, resulting from the business failure
of a third party freight audit and payment service.


PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

     Joseph J. Berns             (781)          828-0220 Ext. 1377

          (Name)              (Area Code)        (Telephone Number)

(2) Have all other periodic reports reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceeding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). [X]Yes [ ]No
_______________________________________________________________________________

(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [ ]Yes [X]No

If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

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

                       Plymouth Rubber Company, Inc.
               (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date March 5, 2002  By Joseph J. Berns VP - Finance

INSTRUCTION: The form may be signed by an executive officer of the
registrant of by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (orther than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.

                                 ATTENTION

 International misstatements or omissions of fact constitute Federal Criminal
 Violations (See 18 U.S.C. 1001).
                            General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule0-3 of
the General Rules and Regulations under the Act. The information contained
in or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form
shall be clearly indentified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202of Regulation S-T (232.201 or 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(232.13(b) of this Chapter).

http://www.sec.gov/divisions/corpfin/forms/12b-25.htm
Last update: 02/11/2002