Issuer Delisting; Notice of Application of Plymouth Rubber Company To Withdraw Its Class A and Class B Common Stock, $.01 par Value, From Listing and Registration on the American Stock Exchange LLC File No. 1-05197

On November 30, 2004, Plymouth Rubber Company, Inc., a Massachusetts corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its class A and class B common stock, $.01 par value (“Securities”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Issuer states that the reasons it is taking such action to withdraw its Securities from listing and registration on the Amex are as follows: (i) The Issuer's current non-compliance with certain Amex quantitative standards for continued listing; and (ii) the likely inability of the Issuer to regain compliance with Amex quantitative standards, in accordance with a plan of compliance the Issuer submitted to Amex, which the Amex approved in 2003, by the end of the current fiscal year on December 3, 2004. The Issuer states that it is currently considering the alternative over-the-counter markets to trade the Securities.

The Issuer states in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Massachusetts, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Act, and shall not affect its obligation to be registered under section 12(g) of the Act.

Any interested person may, on or before January 4, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-05197 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-05197. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/delist.shtml ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.