SPARTECH POLYCOM, INC. 401(K) PROFIT SHARING PLAN





                    SUMMARY PLAN DESCRIPTION


          This booklet is a summary of our retirement plan.  It is not
          the official plan, but a copy of the plan may be seen in the
          office of the Plan Administrator, who is named on page 1.

          This  booklet  together  with the booklet  entitled  "Making
          Retirement  Work  for You" prepared by the Trustee,  who  is
          named  on  page 1, provide important information  about  our
          retirement plan.

          In  case  of any conflicts between this summary, the booklet
          prepared by the Trustee and the plan, the plan will control.

          Date:  January 1,  2000








                         Plan Sponsor:

                    SPARTECH POLYCOM , INC.
                 Employer I.D. No.:  25-1325696


              IMPORTANT INFORMATION ABOUT THE PLAN


Employer:           Spartech Polycom , Inc.
                    90 West Chestnut Street
                    Washington, Pennsylvania  15301


Name of Plan:       Spartech Polycom , Inc.
                    401(k) Profit Sharing Plan


Plan Year:          January 1 through December 31


Trustee:            National City Bank
                    20 Stanwix Street
                    16th Floor
                    Pittsburgh, PA  15222
                    (412) 644-8317

Plan Administrator: Spartech Polycom , Inc.
                    90 West Chestnut Street
                    Washington, Pennsylvania  15301
                    (724) 225-2220


Employer
Identification No.: 25-1325696

Plan Number:        001


Agent for Service
of Legal Process:   Plan Administrator



     1.   Nature  of  the  Plan:  Our plan is a profit  sharing  plan,   with  a
deferred  compensation  feature designed to provide retirement  benefit  income.
Funds  contributed to the Plan by you and the company are held  by  the  Trustee
named on page 1 in a tax-exempt qualified trust, known as the Spartech Polycom ,
Inc.  401(k) Profit Sharing Trust.   An account will be established in the trust
to  identify  your  share  of  the  assets.  You  give  the  Trustee  investment
directions  for  your plan account, and you may change your  investment  choices
daily.   The plan is run by the Plan Administrator whom you should contact  with
your questions about the plan.

     2.   Eligibility and Participation:  If you are a new employee  and  not  a
member  of the union, you will be eligible to participate in the plan  when  you
are 21 years old and have completed 6 consecutive months of service  (months  of
service are explained in paragraph 10).

     Once you are eligible, you must wait to actually become a participant until
the  next "entry date", which is the next January 1, April 1, July 1, or October
1, whichever comes first, after you have become eligible.

     For  example,  if you are 21 years old and you start work on September  15,
1999, and work 6 consecutive months  between then and March  14, 2000, you  will
be eligible for the plan.  Once you are considered eligible, you must wait until
the  next  entry date to actually become a participant.  In this  case  you  are
eligible  on  March 14,  2000, and you will actually join the plan on  April  1,
2000 , the next entry date.

     If  you  have worked for us for  6 consecutive months  but are not  yet  21
years  old, then you are not eligible to participate in the plan.  You  will  be
eligible  to participate on your 21st birthday and will become a participant  in
the  plan  on the next January 1, April 1,  July 1, or October 1 following  your
21st birthday.

     3.   Company Contributions:  We, as the company, may make contributions  to
the  plan  for  each plan year from our profits for the plan year.   We  do  not
always have to contribute any or all of our profits for a plan year.  The amount
of  our  contribution  will be decided by our Board of  Directors  in  light  of
business and other considerations.

     4.  Allocation of Company Contributions and Forfeitures:  Our contributions
and any forfeitures are allocated on the last day of each plan year (December
31) to the separate accounts of participants who  are still working for us on
the last day of the plan year and participants whose employment terminated
during the plan year by reason of retirement, disability, death, or transfer to
a category of employees excluded from the plan.

     Your share of our contribution is determined by first taking any
compensation paid to you in a plan year in excess of the Social Security taxable
wage base.  That amount is divided by the total compensation in excess of the
Social Security taxable wage base paid to all participants who are receiving a
contribution for the plan year and then multiplied by the amount of the
contribution.  The amount of the contribution allocated in this manner cannot
exceed your excess compensation multiplied by 4.168%.

     Your share of the remaining contribution is determined by multiplying the
company contribution by a fraction in which the numerator is your total
compensation for the plan year and the denominator is the total compensation
paid to all participants who are receiving a contribution for the plan year.

     For example, if the company had the following employees:

          A - $ 85,000   (plan year compensation)
          B - $ 80,000   ( "    "        "      )
          C - $ 40,000   ( "    "        "      )
          D - $ 20,000   ( "    "        "      )

              $225,000

and made a $15,000 contribution for the 1999 plan year, the contribution would
be allocated as follows:

     I.   A - $80,000 - $72,600 = $7,400  x .04168 = $308.43
          B - $85,000 - $72,600 = $12,400 x .04168 = $516.83

                                                     $825.26

     II.  The remaining $14,174.74 ($15,000 - $825.26) will be allocated as
          follows:

          A - ($80,000 , $225,000) x $14,174.74 = $ 5,039.91
          B - ($85,000 , $225,000) x $14,174.74 = $ 5,354.90
          C - ($40,000 , $225,000) x $14,174.74 = $ 2,519.95
          D - ($20,000 , $225,000) x $14,174.74 = $ 1,259.98

                                                  $14,174.74

     If in any plan year the plan is determined to be a top-heavy plan (that is,
if the present value of the cumulative accounts under the plan for "Key"
employees exceeds 60% of the present value of the cumulative accounts under the
plan for all employees), you will receive a contribution equal to at least 3% of
your compensation for that year, except that such percentage shall not exceed
the percentage at which contributions are made for the Key Employee for whom
such percentage is the highest for the year. The Plan Administrator will inform
you if the Plan is top-heavy.  If, however, you are entitled only to the minimum
contribution as a non-Key employee, your account will be allocated the minimum
amount due based solely on your compensation.


     5.   Elective  Deferrals:  Commencing on April 1, 1997 and  for  each  plan
year,  you may elect to have up to 10% of your compensation contributed  to  the
plan  instead  of being paid directly to you.  Such contributions are  known  as
"elective deferrals" or "401(k) contributions".  You are not currently taxed  on
the  amount of your elective deferrals for federal income tax purposes, but such
amounts  will  be taxed to you when distributed from the plan.  However,  social
security taxes and  certain state's income taxes on elective deferrals  will  be
currently  deducted  from  your  compensation.   The  amount  of  your  elective
deferrals  for any calendar year may not exceed $10,500 for 2000  (adjusted  for
the cost-of-living). You must make your election to defer compensation on a form
provided  by  the  Plan Administrator.  All changes must  be  made  using  forms
provided  by  the  Plan Administrator and must be made at the time  and  in  the
manner  prescribed by the Plan Administrator before the first day of  each  Plan
Year quarter (January 1, April 1, July 1 or October 1).

     As  decided,  on  an annual basis, by our Board of Directors  in  light  of
business   and  other  considerations,  we  may  match  your  elective  deferral
contributions each plan year.  Any company matching contributions will  be  made
monthly.

     The average ratio of the compensation of highly compensated participants to
their  matching  contributions  cannot exceed a  similar  ratio  for  non-highly
compensated participants by more than the amount permitted by law. If the amount
is exceeded, excess employer matching contributions will be forfeited.

     Any  company matching contributions will vest in accordance with  the  same
schedule as company contributions (see paragraph 8).

     6.   Rollover Contributions:  If you have an existing qualified  retirement
plan  account with a prior employer, you may rollover that account into the plan
subject to certain restrictions imposed by the Plan Administrator.

     7.   Benefits:  You will be entitled to 100% of the amounts held for you in
your  account if you become totally disabled or die while employed by us, or  if
you  retire on your normal or late retirement date.  Your normal retirement date
will  be  the day on which you become 65.  The time and manner in which we  will
pay these amounts to you are discussed in paragraph 11.

     8.   Vesting:   If  you are discharged or quit work before you  reach  your
normal  retirement date for a reason other than death or total  disability,  you
will  be entitled to the amounts in your account which are "vested".  The vested
part of your account belongs to you no matter what happens, although it may  not
be paid until a later date.

     Amounts which we contributed for you (after earnings and losses) are vested
according  to  the  number of years of service for which you get  credit.   (See
paragraph  10,   where  years  of service are explained).   These  amounts  vest
according to the following schedule:

          Years of Service              Vested Amount

          0 but less than 3                    0%
          3 but less than 4                   20%
          4 but less than 5                   40%
          5 but less than 6                   60%
          6 but less than 7                   80%
          7 or more                          100%

     This means that if you quit or are discharged before your normal retirement
date  for a reason other than death or total disability and you have 4 years  of
service, you will be entitled to 40% of the amounts we have contributed for  you
(after adjusting for investment earnings and losses).  If you leave and you have
less than 3 years of service, you will not be entitled to any of the amounts  we
have  contributed for you.  If you leave after you have 7 years  of  service  or
more, you will be entitled to 100% of the amounts in your account.

     If  in any year the plan is determined to be a top-heavy plan, as discussed
in paragraph 4, the following vesting schedule applies:

          Years of Service              Vested Amount

            0 but less than 2                  0%
            2 but less than 3                 20%
            3 but less than 4                 40%
            4 but less than 5                 60%
            5 but less than 6                 80%
            6 or more                        100%

     The  time  and the manner in which we will pay the amounts you are entitled
to are discussed in paragraph 11.

     Amounts  to which you are not entitled because they are not vested will  be
forfeited:  (a)  immediately upon distribution of  the  amount  of  your  vested
account; or (b) if your benefit has not been distributed, at the end of the plan
year in which you  have a one-year break in service.  (See paragraph 10, for  an
explanation of a one-year break in service).  These forfeited amounts  are  then
allocated  at the end of the plan year in which they are forfeited in  the  same
way  as our contributions are allocated to the separate accounts of participants
who are still working for us at the end of that year or participants who are  no
longer  working  for  us because they have died, become totally  disabled,  have
retired on or after their normal or late retirement date, or have transferred to
a category of employees excluded from the plan.  (See paragraph 4).

     Your  elective  deferrals   to  the plan (after  adjusting  for  investment
earnings and losses) are always 100% vested.

     9.   Hours  of  Service:  You get credit for one hour of service  for  each
hour:

          (a)   for which you get paid, directly or indirectly, for working  for
     us;

          (b)  for which you get paid but do not work for reasons like vacation,
     sickness or temporary disability;

          (c)  for which you may be awarded back pay;

          (d)   for which you usually would have worked but did not because  you
     were  on  a leave-of-absence which has been approved by us as long  as  you
     return to work for us within 90 days after the end of the leave-of-absence;
     or

          (e)   for absences due to pregnancy, childbirth, or adoption (for  the
     mother  or  the  father) only if necessary to avoid  a  one-year  break  in
     service for one plan year.

     10.   Years of Service:  Your number of years of service equals your months
of service divided by twelve.  You are credited with a month of service for each
calendar month in any part of which you have a hour of service with the company,
a  subsidiary of the company or any of the following companies which  have  been
acquired  by the company:  Polycom Huntsman, Inc. and PH Chemicals,  Inc.    You
also get credit for years of service you worked before you became a participant.

     A one-year break in service is any period of at least 12 consecutive months
in which you do not work for us except for maternity or paternity reasons.

     If  you   have a one-year break in service, your years of service prior  to
that  year  will not be taken into account until you complete a year of  service
after your return.

     If you have no vesting in amounts we have contributed for you (as explained
in  paragraph 8), years of service before a plan year in which you  have a  one-
year  break  in  service  shall  not be taken into  account  if  the  number  of
consecutive  years  in  which you have a one-year break  in  service  equals  or
exceeds your years of service beforehand or 5, whichever is greater.

     If  you   have  a One-Year Break in Service for 5 consecutive  years,  then
years  of  service after such 5 year period will not be taken  into  account  in
determining  your amount vested in contributions allocated to  you  before  your
return to work.

     11.   Payment  of  Benefits:  The amount of your elective deferral  account
will be paid to you as soon as practicable after your termination of employment.
You will be paid the balance of the account to which you are entitled within  60
days of the close of the Plan Year in which you die, retire, become disabled, or
otherwise  terminate your employment.  You will be able to choose  the following
methods for the payment of the value of your account:

          (a)   a single lump-sum payment; or

          (b)  a direct rollover; or

          (c)  a combination of the foregoing.

     If  the  present value of  your accrued benefit exceeds $5,000 a  lump  sum
distribution  shall be made only if the participant and his  spouse  consent  in
writing  to  such distribution.  If the present value of the accrued benefit  is
less  than  $5,000,  a  lump  sum  distribution,  without  the  consent  of  the
participant, shall be made only if the distribution is an amount not  less  than
the  present  value of the participant's entire accrued benefit at the  time  of
distribution.

     12.   Payment  of Death Benefits:  In the event of your death,  the  entire
amount  in your account will be paid to your surviving spouse or your designated
beneficiary in a lump sum.

      13.   Beneficiary Designation:    The Plan Administrator will give  you  a
form  on which you can name the beneficiary to receive your benefit if you  die.
You can change  your beneficiary at any time; just ask for another form.  If you
do  not pick a beneficiary, we will pay your benefit to your spouse, if any,  or
to your  estate, as provided in the plan.

     14.   Withdrawals and Loans:    If you have vested amounts in your  account
from  elective deferrals and/or company 401(k) matching contributions, then upon
application to the Plan Administrator, you may be eligible to borrow up  to  the
lesser  of  (i)   one-half (1/2) of your vested amounts from elective  deferrals
and/or  company matching contributions, or (ii)$50,000.  Loans will not be  made
in  any amount less than $1,000.  In addition, no participant may have more than
1 loan outstanding at any time.

      You will be required to provide security for the loan, usually by pledging
up to 50% of your vested account balance under the plan.  All such loans must be
repaid within one (1) to five (5) years.  All loans must bear a reasonable  rate
of  interest based on market rates at the time of the loan.  If you are married,
then  your  spouse  must give written consent to the  pledging  of  your  vested
account  balance as security for a loan.  Loans will be made in accordance  with
the  terms  and conditions of the Spartech Polycom , Inc. 401(k) Profit  Sharing
Plan Participant Loan Program which has been established by the company.

     In  addition,  you  may  apply to the Plan Administrator  for  a  "hardship
withdrawal" of part or all of your elective deferrals.  A withdrawal may be made
on  account  of  hardship  only if it is on account of an  immediate  and  heavy
financial need of yours and is necessary to satisfy that need.  If you receive a
hardship withdrawal, you will not be permitted to make any elective deferrals to
the  plan  for twelve months following the date of your receipt of the  hardship
withdrawal.   Also,  the  limit on the amount of your  elective  deferrals  (see
paragraph 5) for the calendar year following the year of the hardship withdrawal
will be reduced by the amount of your hardship withdrawal.

     15.  Claims Procedure and Review:  Within 30 days after you are notified of
the amount of your benefit (you will be notified of the amount within 90 days of
your retirement, death, total disability or leaving the company), you can submit
to  the  Plan Administrator a written claim disputing it.  Within 30 days  after
you  submit  your claim, the Plan Administrator will give you its decision.   If
your  claim is denied, the reasons for such denial will be given to you and  you
will be told of any appropriate action you can take to get the claim approved.

     If  you  are not satisfied with the Plan Administrator's decision, you  can
give the Plan Administrator a written request for a hearing along with a written
statement of your position.  You must file this within 60 days from the time you
receive  notice  of denial of your claim.  You will be given  a  full  and  fair
hearing within 30 days.  Then, within 30 days, the Plan Administrator will issue
to you its written decision.

     16.   Plan  Creates No Contract:  The adoption of the plan is voluntary  on
our part and does not mean that there is any contractual relationship between us
and  you,  or  that  you have any right outside of our usual arrangement  to  be
retained in our employment.

     17.   Amendment and Termination:  The plan can be changed at any time.   We
will  notify you of any changes that affect your benefits.  While we  expect  to
continue the plan indefinitely, we must reserve the right to terminate the  plan
due  to business conditions or for other reasons.  Your benefits under the  plan
are  not insured by the Pension Benefit Guaranty Corporation (PBGC); federal law
does not permit the PBGC to insure benefits under a defined contribution (profit
sharing) plan such as ours.


                      PARTICIPANT'S RIGHTS


     The  following statement of participant's rights is required by federal law
and regulation:

     As a participant in the Spartech Polycom , Inc. 401(k) Profit Sharing Plan,
you  are entitled to certain rights and protection under the Employee Retirement
Income  Security Act of 1974 (ERISA).  ERISA provides that all plan participants
shall be entitled to:

          (a)   Examine, without charge, at the Plan Administrator's office  all
     plan   documents,  including  insurance  contracts,  collective  bargaining
     agreements  and  copies of all documents filed by the plan  with  the  U.S.
     Department of Labor, such as detailed annual reports and plan descriptions.

          (b)   Obtain  copies of all plan documents and other plan  information
     upon written request to the Plan Administrator.  The Administrator may make
     a reasonable charge for the copies.

          (c) Receive a summary of the plan's annual financial report.  The Plan
     Administrator is required by law to furnish each participant with a copy of
     this summary annual report.

          (d)   Obtain  a  statement telling you whether you  have  a  right  to
     receive  a pension at a normal retirement age and if so, what your benefits
     would  be at normal retirement age if you stop working now.  If you do  not
     have  a right to a pension, the statement will tell you how many more years
     you  have  to  work  to get a right to a pension.  This statement  must  be
     requested in writing and is not required to be given more than once a year.
     The plan must provide the statement free of charge.

     In  addition to creating rights for plan participants, ERISA imposes duties
upon  the  people who are responsible for the operation of the employee  benefit
plan.  The people who operate your plan, called "fiduciaries" of the plan,  have
a duty to do so prudently and in the interest of you and other plan participants
and  beneficiaries.  No one, including your employer, or any other  person,  may
fire  you  or otherwise discriminate against you in any way to prevent you  from
obtaining a pension benefit or exercising your rights under ERISA.

     If  your  claim for a plan benefit is denied in whole or in part, you  must
receive a written explanation of the reason for the denial.  You have the  right
to have the Plan Administrator review and reconsider your claim.
     Under ERISA, there are steps you can take to enforce the above rights.  For
instance,  if  you  request  materials from the Plan Administrator  and  do  not
receive  them within 30 days, you may file suit in a federal court.  In  such  a
case, the court may require the Plan Administrator to provide the materials  and
pay  you  up to $110 a day until you receive the materials, unless the materials
were  not  sent because of reasons beyond the control of the Administrator.   If
you  have a claim for benefits which is denied or ignored, in whole or in  part,
you  may  file suit in a state or federal court.  If it should happen that  plan
fiduciaries  misuse  the plan's money, or if you are discriminated  against  for
asserting  your  rights,  you may seek assistance from the  U.S.  Department  of
Labor,  or  you  may file suit in a federal court.  The court  will  decide  who
should  pay  court costs and legal fees.  If you are successful, the  court  may
order  the  person you have sued to pay these costs and fees.  If you lose,  the
court  may order you to pay these costs and fees, for example, if it finds  your
claim is frivolous.

     If  you  have  any  questions about your plan you should contact  the  Plan
Administrator.

     If  you have any questions about this statement or your rights under ERISA,
you should contact the nearest Area Office of the U.S. Labor-Management Services
Administration, Department of Labor.