UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)   October 14, 2004

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

                                     Massachusetts
                     (State or Other Jurisdiction of Incorporation)

                       1-5197                       04-1733970
               (Commission File Number) (IRS Employer Identification No.)


            104 Revere Street, Canton, Massachusetts      02021
            (Address of Principal Executive Offices)    (Zip Code)


                                   (781) 828-0220
               (Registrant's Telephone Number, Including Area Code)


           (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

 [ ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

 [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

 [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 3.01 -  Notice of Delisting or Failure to Satisfy a
Continuing Listing Rule or Standard; Transfer of Listing.

On May 23, 2003, the Company had received notification from
the American Stock Exchange (the "AMEX") that, as of the
first quarter of fiscal 2003, the Company was not in
compliance with AMEX listing standards, due to shareholders'
equity being less than $2,000,000 and losses from continuing
operations and/or net losses in two of its three most recent
fiscal years.  In order to maintain the listing of its
common stock on AMEX, Plymouth was required to submit a plan
by June 23, 2003, subject to acceptance by AMEX, describing
actions to be taken to bring it into compliance with listing
requirements within 18 months.  On June 23, 2003 the Company
submitted to AMEX a plan describing the program by which the
Company would be brought back into compliance with AMEX's
listing standards by the end of November 2004.  On August
25, 2003, AMEX accepted this plan of compliance and granted
an extension of time through November 2004 to regain
compliance, subject to periodic review by AMEX during the
extension period.  The Company is not currently in
compliance with this listing standard.

On December 31, 2003, the Company had received notification
from AMEX that the Company's Class A Common Stock and Class
B Common Stock are each subject to delisting for having
aggregate publicly held market values of less than
$1,000,000 for more than 90 consecutive days.  In order for
the Company to maintain the listings of its Common Stock, it
was to submit a plan, subject to acceptance by AMEX, by
January 26, 2004 advising AMEX of actions to bring it into
compliance with continued listing standards by March 10,
2004. The Company had been considering the feasibility of
such a plan of compliance and had asked AMEX for an
extension of time to submit a compliance plan or pursue
alternatives to continued AMEX listing. The Company is not
currently in compliance with this listing standard.  On May
10, 2004, the Company submitted a letter, which described
the program by which the Company would be brought back into
compliance with AMEX's listing standards by the end of
fiscal 2004.

On October 15, 2004, the Company received notification from
AMEX that the Company was also not in compliance with AMEX
listing standards, due to shareholders' equity being less
than $4,000,000 and losses from continuing operations and/or
net losses in three of its four most recent fiscal years,
and that, if the Company is not in compliance with the
listing standards by November 23, 2004, AMEX would initiate
delisting proceedings as appropriate, subject to an appeal
process.  The Company believes that the program submitted to
AMEX on May 10, 2004, should it be achieved, would allow the
Company to be brought back into compliance with this listing
standard as well.

Failure to make progress consistent with these listing
standards by November 23, 2004 could result in the Company's
shares being delisted from AMEX.  Should this occur, the
Company would consider several options, including having its
common shares traded over the counter.



                                  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.


                     Plymouth Rubber Company, Inc.

                  /s/Joseph J. Berns
                     Joseph J. Berns
                     Vice President - Finance and Treasurer, Principal
                     Financial Officer and Principal Accounting Officer

Date:  October 20, 2004