SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended November 1, 2003


                          Commission file number 1-5911

                              SPARTECH CORPORATION
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
                                   43-0761773
         (State or other jurisdiction of incorporation or organization)
                     (I.R.S. Employer Identification Number)

        120 S. CENTRAL AVENUE; SUITE 1700, CLAYTON, MISSOURI   63105-1705
        (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:              (314) 721-4242
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                Name of Each Exchange on Which Registered
Common Stock, $.75 par value            New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.  YES  [X]     NO  [  ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
  YES  [X]     NO  [  ]

   The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $525,710,084 on May 3, 2003.

There were 29,351,907 total shares of common stock outstanding as of December
31, 2003.

                       Documents incorporated by reference
   1)  Portions of the 2003 Annual Report to Shareholders are incorporated by
reference into Parts I and II.
   2)  Portions of the Definitive Proxy Statement for the 2004 Annual Meeting of
   Shareholders are incorporated by reference into Part III.


                                     PART I

Item 1.   BUSINESS

General

     Spartech Corporation (the "Company"), together with its subsidiaries, is an
intermediary  processor of thermoplastics.  The Company converts base  polymers,
or  resins,  from commodity suppliers into extruded plastic sheet  &  rollstock,
specialty  film  laminates, acrylic products, specialty  plastic  alloys,  color
concentrates & blended resin compounds, and injection molded & profile  extruded
products.  Our  products  are  sold to approximately  7,000  original  equipment
manufacturers and other customers in a wide range of end markets. We operate  46
production facilities in North America and one in Europe, and are organized into
three reportable segments, based on the products we manufacture: Custom Sheet  &
Rollstock; Color & Specialty Compounds; and Molded & Profile Products.

 Custom Sheet & Rollstock sells its products to various manufacturers who  use
 plastic  components  in  their industrial products.   Our  custom  sheet  and
 rollstock   is   utilized  in  several  end  markets  including  food/medical
 packaging,  signs,  spas, bathtubs & shower surrounds, burial  vault  liners,
 automotive  &  recreational  vehicle components, aircrafts,  boats,  security
 windows,  and refrigerators.  The Company is North America's largest extruder
 of  custom rigid plastic sheet and rollstock, operating 26 facilities in  the
 United  States,  Canada,  and  Mexico  under  the  names  Spartech  Plastics,
 Spartech Polycast and Spartech PEP.

 Color  & Specialty Compounds sells custom designed plastic alloys, compounds,
 color  concentrates and calendered film for utilization by a large  group  of
 manufacturing  customers  servicing  the food/medical  packaging,  automotive
 equipment,  consumer electronics & appliances, roofing, wall  coverings,  and
 other  end  markets.   We  produce  and distribute  these  products  from  14
 facilities under the names Spartech Polycom, Spartech Color, and Spartech Vy-
 Cal in the United States, Canada, Mexico and France.

 Molded  &  Profile  Products  manufactures  a  number  of  proprietary  items
 including:  thermoplastic tires and wheels for the medical,  lawn  &  garden,
 refuse  container,  and toy markets and window frames  and  fencing  for  the
 building  & construction market as well as other custom profile extruded  and
 acrylic  products for a variety of industries.  We manufacture  these  molded
 and  profile products from seven facilities in the United States  and  Canada
 under  the  names Spartech Industries, Spartech Profiles, Spartech  Townsend,
 and Spartech Marine.


      Spartech  was incorporated in the State of Delaware in 1968, succeeding  a
business which had commenced operations in 1960.  Our principal executive office
is  located  at 120 South. Central Avenue, Suite 1700, Clayton, Missouri  63105-
1705.   Our  telephone  number  is  (314)  721-4242.   Our  website  address  is
www.spartech.com.

Industry Overview

  The  intermediary  processor segment of the plastics industry  is  fragmented,
with  over 2,000 plastics processing companies many of which compete with us  in
one or more of the following areas in which we operate:

*     Sheet  Extrusion   - Plastic sheet is produced by forcing melted  plastic
  through a wide, flat die between polished or textured metal rollers and onto a
  flat cooling bed for cutting to the desired width and length.
*     Rollstock  Extrusion     - Similar to sheet extrusion,  except  that  the
  plastic  is  wound onto rolls rather than cut into flat pieces of a  specific
  length.
*    Calendering     - Plastic film is produced by drawing molten polymer
between two counter-rotating rollers under pressure.
*    Cell Cast Acrylics   - Acrylic sheet is produced by pouring a reactive
mixture of liquid monomers, additives and catalysts between two polished glass
sheets held together at a desired thickness, and allowing the mixture to
polymerize with time, heat, and pressure in an oven or water bath until solid.
*    Specialty Compounding     - Basic plastic resins are melted and mixed with
additives, fillers, or other plastics in order to impart specific properties
such as gloss, strength or moldability to the resulting mixture, which is
typically sold and shipped in pellet form.
*    Color Concentrates   - Basic plastic resins are melted and mixed with
pigments in order to produce colored pellets, which plastics compounders or
fabricators blend with natural color plastics to make products of desired
colors.
*    Profile Extrusion    - Products having a desired two-dimensional cross-
section, such as plastic fence rails or window frames, are produced by forcing
melted plastic through a die of various shapes, cooling it in air or in a water
bath, and cutting it to the desired length.
*    Cast Acrylic Rods & Tubes      - Rods are produced from reactive mixtures
similar to those used for cell cast acrylics by curing the mixture in a
vertical, tubular mold and then grinding and polishing the rod to the desired
length and diameter.  Tubes are produced by curing a similar mixture against the
inside of a drum-shaped mold of the desired length and diameter while it
revolves on a horizontal axis.
*    Injection Molding    - Three-dimensional products such as wheels are formed
by forcing melted plastic into a mold cavity under pressure so that when cooled
the plastic reflects the shape of the cavity.

  There are various other processes used within the plastics processing industry
in  which  we do not compete, such as film extrusion, continuous cast  acrylics,
blown  film, pipe and tube extrusion, thermoforming, blow molding and rotational
molding.

   Each  of  these  processing  methods  has  unique  competitive  and  economic
characteristics and involves different production capabilities, operating  costs
and  equipment  and  requires  a  different level  of  capital  expenditure  and
operating expertise.

 A large percentage of the plastics processors in the United States are small to
mid-size  regional  operations that generate less than  $50  million  in  annual
sales,  and the industry is continuing to undergo consolidation. Current  trends
contributing to this consolidation include:

 *    Greater focus on management transition issues by plastics entrepreneurs;
 *     The  potential to achieve economies of scale and obtain revenue and fixed
    cost synergies;
*    Increased capital and technical capabilities necessary to increase
production efficiencies and expand capacity; and
*    Customers seeking to deal with fewer suppliers.

  Due  to  the  size  and  breadth of our operations, we  believe  we  are  well
positioned  to  increase  our  business through new  product  developments,  the
continuing  substitution  of  thermoplastics  for  wood,  metal  and  fiberglass
applications, and selective acquisitions.

Our Competitive Strengths

 Our competitive strengths include:

 *    Market Position. According to the Plastics News Market Data Book, December
    29, 2003, we are the largest producer of custom sheet and rollstock in North
    America,  and  we  are one of the leading producers of color  and  specialty
    compounds in North America.

 *     New  Product  Development.  Our diversity  of  product  capabilities  and
    experienced operating personnel have provided a consistent means for
identifying and developing new product applications through both the use of our
proprietary  Alloy Plastics and the acceleration of Product Transformation
 ideas.

 *     Benefits from Acquisitions. We have completed 11 significant acquisitions
    over the past five years. Our successful integration of these acquisitions
 into  our business has enabled us to achieve synergies and operating leverage
 through:

    -    Greater geographic presence to service customers and respond to certain
       concentrated markets;
    -    Centralized purchasing of raw materials and other cost synergies;
    -    Improved resource utilization through manufacturing optimization; and
    -    Greater absorption of fixed costs over an increased revenue base.

  These  factors  enable  us  to broaden our product  capabilities  and  enhance
customer service while maintaining our cost competitiveness

 *    Commitment to Customer Service. We seek to differentiate ourselves
from our
    competitors  by emphasizing our wide range of product offerings,  consistent
    product  quality,  outstanding customer service,  and  innovative  technical
    solutions for our customers.

 *     Diversified  Customer Base. We sell our products to  approximately  7,000
    customers in a broad range of end markets, with no single customer
    accounting for more than 4% of our 2003 sales. Our top 20 customers
    represented 25% of our 2003  sales.  Based on our classification of end
    markets, packaging  is  our largest single market, accounting for
    approximately 23% of our 2003 sales.
    The packaging market generally experiences faster growth and less
    cyclicality than  the other major markets served by plastics processors.

 *    Geographic Presence.  Our 47 plants are strategically located in 38 cities
    throughout the North America and one city in France.  The close proximity
    of our plants  to  our customers saves shipping costs, reduces delivery
  times and increases our presence in a variety of markets.

 *    Decentralized Management Structure.  Our day-to-day operating decisions
    are made at each of our operating locations.  This promotes operating
    efficiency, timely decision making and effective integration of the
    businesses we acquire.

  Due  to  the  size  and  breadth of our operations, we  believe  we  are  well
positioned  to  increase  our  business through new  product  developments,  the
continuing  substitution  of  thermoplastics  for  wood,  metal  and  fiberglass
applications,  and  selective  acquisitions.  We call  our  new  products  Alloy
Plastics  and  the substitution process Product Transformations, and  additional
information regarding these items is covered in the Operating Philosophy section
that follows on the next page.  Significant acquisitions completed over the last
five years are summarized below:
Date Acquired    Business Acquired              Products / Segments
January 1999     Lustro    Plastics,    Company Extruded   Sheet    &
                 L.L.C.                         Rollstock
May 1999         Alltrista Plastic Packaging    Extruded Sheet &
                 Company                        Rollstock
                    Division of Alltrista
                 Corporation
October 1999     Accura Molding Company Ltd.    Injection Molded
                                                Products
October 1999     OS Plastics, Division of       Extruded Sheet &
                 Innocan                        Rollstock
                    Capital Inc.
October 1999     Geoplast PVC Division of RAE   Profile Products
                    Capital Corp.
December 1999    Allied Resinous Products,      Extruded Sheet &
                 Inc.                           Rollstock
February 2000    Uniroyal Technology            Extruded Sheet &
                 Corporation's                  Rollstock
                    High Performance Plastics     and Cell Cast
                                                Acrylic
October 2000     Alshin Tire Corporation        Injection Molded
                                                Products
June 2002        GWB Plastics Holding Co.       Color & Specialty
                                                Compounds
March 2003       Polymer Extruded Products      Film & Extruded
                                                Sheet
September 2003   TriEnda Division of Wilbert,   Extruded Sheet &
                 Inc.                           Rollstock

   In January 2004 we acquired the sheet extrusion assets of Quality Plastic
Sheet, LLC for a price of $2.0 million and entered into a long-term supply
contract with QPS' largest customer, representing approximately 6 million pounds
of business annually.

    As  a  result of our acquisitions, we have been able to enhance  our  market
position,  aggressively develop new and diverse products, achieve synergies  and
operating leverage, expand our geographic presence into 47 plants in 39  cities,
and  diversify  our  customer base, all of which help us  to  better  serve  our
customers by having the ability to offer them broader product capabilities while
being more cost-competitive.

   Further information with respect to Spartech's recent acquisition activity is
set forth in Note (2) to the Consolidated Financial Statements on page 24 of the
2003 Annual Report to Shareholders, attached as Exhibit 13.

Our Operating Philosophy

   We developed our current strategic vision in the early 1990's, as we began to
capitalize  on  our core manufacturing competencies and take  advantage  of  the
growth  opportunities  in  the  consolidating  plastics  industry.   Today,  our
"Focused  Growth"  and "Continuous Improvement" strategies further  support  our
commitment to generate value for our customers, stockholders and employees.

Focused  Growth  Strategy-We  call  the initiatives  under  our  focused  growth
strategy  the  Four Cornerstones for Growth, which focuses on  balanced  revenue
growth   both  through  internal  means  -  new  product  developments,  product
transformation  initiatives and business partnerships -  and  through  strategic
acquisitions  and  other  new investments.  The four  elements  of  this  growth
strategy are:

*     Business Partnerships.  We are committed to building business partnerships
  that provide long-term growth opportunities and enhance customer
  relationships.  We regularly partners with customers and resin suppliers
  to develop improvementsin  order  to  offer  custom  engineered  products
  which  have  significantly contributed to strengthening our position in the
  intermediary processor segment of the plastics industry.  These partnerships
  offer direct and indirect benefits
  to  us  and  our customers by broadening product lines, lowering the  cost  of
  technological efforts, and expanding our opportunities in new markets.  In  an
  effort  to  exceed customer expectations, we have designed several  continuous
  improvement initiatives such as the "Total Transaction Quality,"
  "Growth Through Training" and "Total Customer Satisfaction" programs.
  These programs  involve customer  contact  and  survey processes, ISO9000 and
  QS9000  quality  system certifications, customer training offerings, and
  quality management reviews.

*     Strategic  Expansions.  As a result of our size and breadth of operations,
  we believe that we are well positioned for continued expansion
  through selective acquisitions  in  the  consolidating intermediary processor
  of  the  plastics industry.   In  evaluating acquisition opportunities,
  we  target  acquisition candidates  that:   (i)  add complementary product
  lines  (with  emphasis  on
  companies producing specialty or value-added thermoplastic products) or  serve
  new markets; (ii) increase geographic presence or market penetration;
  and (iii) provide  operational synergies in purchasing, production and
  customer service.
  In  addition,  trends  and  developments in the  industry  have  promoted  the
  opportunity  for  outsourcing transactions whereby customers  or  other  third
  parties  look  to  sell  their non-core operations/equipment  to  intermediary
  processors  such as us to supply their plastics products.  We  have  has  also
  expanded or constructed new facilities to increase our capacity for new market
  growth.

*     Product  Transformations.  Product Transformations are  applications  that
  result  from  the ongoing transition of products previously manufactured  from
  traditional materials (such as wood, metal or fiberglass) into higher
  performing and less expensive recyclable thermoplastics.
  Product Transformations are a key element  of our internal growth.
  Since 1995, we have participated in over  300
  Product   Transformations.   In  2003  alone,  we  completed  72  new  Product
  Transformations.  A key element of our internal growth is the ongoing
  transition of products previously made from wood, metal or fiberglass
  to higher performing and less expensive recyclable thermoplastics.
  The Company is the market leader in  custom  sheet  and rollstock,
  where the transformation  process  has  been
  accelerating.   Sizable metal, glass and fiberglass specialty  components  are
  being  replaced by thermoplastics in the sign & advertising and transportation
  markets.   We  utilize  the experience of our sales and production  personnel,
  partnerships with suppliers, and relationships with customers to identify  and
  develop new applications for our products.  Product Transformations have
  been a key contributor to our internal growth rates.  Penetration of plastics
  into the appliance  &  electronics, automotive, building & construction,
  recreation & leisure, and packaging markets continues to expand the
  opportunities for Product  Transformations.

*     Alloy  Plastics.   We aggressively develop new proprietary  products  that
  combine  advanced-engineered thermoplastic compounds and  additives  with  new
  manufacturing techniques implemented by experienced operating personnel, which
  we call "Alloy Plastics".  Alloy Plastics represent advancements in
  formulation and  production technologies, such as the ability to extrude
  new products that
  combine  the virtues of several polymers into a single sheet or to create  new
  specialty compounds by adding fillers such as talc, calcium carbonate
  and glass fibers  to  base resins.  All of our Alloy Plastics represent
  new  proprietary products which offer end-product manufacturers a variety
  of solutions for  the design  of  high performance and environmentally-
  friendly products  with  cost efficient benefits.

Our  Continuous Improvement Strategy-Our Continuous Improvement Strategy,  under
our   Pyramids  of  Performance  initiatives,  focuses  Spartech  on  continuous
improvement  in  production efficiency, communication and  accountability.   The
three components of this strategy are:

*     Pyramid  of  Productivity/Lean.  Combines Supply  Chain  Management,  Lean
  Manufacturing,  and Results-Driven Communication efforts to  enhance  earnings
  through continuous improvements at each of our 47 operations.  Over 120 cross-
  functional teams throughout all our facilities work on generating productivity
  improvements, eliminating waste and identifying process efficiencies.
  Annually,
  we recognize our five best "Champion Teams" at our Annual Awards Meeting.

*     Pyramid  of  Communication.  Focuses on the effective use  of  information
  technology to drive business growth, improve customer satisfaction,
  and enhance
  shareholder  relations.   Our  new Growth Focused  Communication  program  was
  implemented  in  2000 to install the policy and procedure  changes  needed  to
  continually  improve  in  the  areas of (1)  Customer,  Sales,  Marketing  and
  Manufacturing  Information Integration, (2) Electronic  Commerce  and  Product
  Development  Technology, (3) Enterprise-Wide Communication  Systems,  and  (4)
  Internet-Enabled Applications.

*    Pyramid of Accountability.  Stresses trust, performance, and responsibility
  in  order for us to be able to count on people to keep performance commitments
  and  communication  agreements.  The goal is to strengthen the  Accountability
  Culture through clear intentions, interlocking ownership, effective execution,
  elimination of dysfunctional habits, responsive recovery, and measuring
  results.
  It is designed for everyone to achieve a level of awareness that the
  business as a whole is more important than any single function or
  level in the Company.



In  addition  to these Focused Growth and Continuous Improvement Strategies,  we
recently  implemented our Pillars of Leadership effort and our Creating Positive
Change  initiative.   Under our Pillars of Leadership effort,  we  are  training
employees  to  be  creative, decisive, and motivational.  The Creating  Positive
Change  initiative  relied upon these skills in implementing several  phases  to
improve  certain  aspects of our business and streamline our operations.   These
phases  included the closing of eleven operating facilities, the sale  of  three
molded & profile operating plants, and selling, general and administrative  cost
reduction measures.  We believe that our continuing Pillars of Leadership effort
and  our  Pyramid  of Productivity teams will drive additional improvements  and
positive changes in our operations and production process.


Operating Segments

   We  operate our 47 production facilities in North America and Europe in three
segments:  Custom Sheet & Rollstock, Color & Specialty Compounds, and  Molded  &
Profile Products.

Custom  Sheet  &  Rollstock-Net  sales and  operating  earnings  (consisting  of
earnings  before interest, taxes and corporate expenses) of the Custom  Sheet  &
Rollstock segment for fiscal years 2003, 2002 and 2001 were as follows:

                                         Fiscal Year
                             2003            2002           2001
                                        (in millions)
     Net Sales              $628.5      $600.5         $621.9
     Operating Earnings     $  63.1     $  62.3        $  66.6

*     Products.   This  segment,  operating under the names  Spartech  Plastics,
  Spartech  Polycast  and Spartech PEP, processes a variety  of  materials  into
  single/multilayer  sheets or rollstock, cell cast acrylic and  specialty  film
  laminates  or  acetates on a custom basis for end product manufacturers.   The
  segment's  products  are utilized in several end markets including  packaging,
  aerospace,   transportation,   building  &   construction,   recreation,   and
  sign/advertising.  Most of the segment's customers form, cut, stretch or  trim
  their plastic sheet for these various end uses.

*     New  Product  Development.   This segment  is  actively  involved  in  the
  development of Alloy Plastics.  These products include engineered  sheets  and
  rollstock using multiple layers of materials, often of different plastics  and
  often  using proprietary mixtures of plastic compounds. They offer end-product
  manufacturers a variety of solutions to design high performance (such as light
  weight, weatherable, formable/shapeable, high gloss/non-painted and durable)
  and
  environmentally-friendly products with cost effective  benefits.  The  Company
  currently offers 44 such Alloy Plastics, nine of which were introduced
  in April 2003.

*    Manufacturing and Production.  This segment operates 26 facilities in North
  America. The principal raw materials used in manufacturing sheet and rollstock
  are plastic resins in pellet form. We extrude a wide variety of plastic
  resins,including ABS (acrylonitrile butadiene styrene), polycarbonate,
  polypropylene, acrylic,  PET  (polyethylene  terephthalate),
  polystyrene,  polyethylene,  PVC
  (polyvinyl chloride) and PETG (polyethylene terephthalate glycol).

     Spartech  Plastics produces extruded plastic sheet and rollstock of  up  to
     seven  layers  using  a  multi-extrusion process.   This  process  combines
     materials in distinct layers as they are extruded through a die into  sheet
     form, providing improved and sometimes unique properties compared to single
     layer  extrusions.  More than half of our plastic sheet is  produced  using
     this  multi-extrusion process. The remainder is produced in a single  layer
     using  conventional  extrusion processes. In some cases,  we  will  coat  a
     plastic   sheet   or  laminate  sheets  together  to  achieve   performance
     characteristics desired by our customers for particular applications.

     Spartech   Polycast  manufactures  acrylic  products  through   cell   cast
     manufacturing, in more than 60 colors and in gauges ranging from  0.030  to
     6.00 inches.  Acrylic sheet manufactured by the cell cast process, which is
     more labor intensive than continuous cast, extrusion or calender processes,
     generally yields a product that is considered to have a higher quality than
     acrylic sheet produced by other processes.

     Spartech   PEP  manufactures  weatherable  film  laminates  and   cellulose
     specialty  extruded  products.  Spartech PEP manufactures  its  weatherable
     film  laminates  through an extruded film process which produces  films  as
     thin  as  .0015  inches  and as wide as ten feet, and  cellulose  specialty
     products through a flat die casting process which produces films as thin as
     .0075 inches and as wide as 60 inches.  Certain cellulose products are then
     pressed   and  polished  using  large  hydraulic  presses  which   produces
     transparent sheeting of high optical quality.

*     Marketing,  Sales  and  Distribution.   The  custom  sheet  and  rollstock
  extrusion   business   has  generally  been  a  regional  business   supplying
  manufacturers within an estimated 500 mile radius of each production facility.
  This is due to shipping costs for rigid plastic material and the need for
  prompt response  to customer requirements and specifications. The cell cast
  acrylic, outdoor sign, and spa markets, however, are more national in scope.

*     We  sell  sheet and rollstock products principally through our  own  sales
  force,  but we also use a limited number of independent sales representatives.
  During 2003, we sold products of the Custom Sheet & Rollstock segment to  over
  3,500 customers, including Sub-Zero Freezer Company, The ConAgra Brands, Inc.,
  Jacuzzi Incorporated, Igloo Corporation, Textron, Inc. and Newell-Rubbermaid.

*     Competition.   The Custom Sheet & Rollstock processing segment  is  highly
  competitive.  Since the Company manufactures a wide variety  of  products,  we
  compete in different areas with many other companies. We compete generally  on
  the  basis  of  price,  product performance, and customer  service.  Important
  competitive factors include the ability to manufacture consistently to
  required quality  levels, meet demanding delivery times, exercise skill in raw
  material purchasing, achieve production efficiencies to process the products
  profitably and provide new product solutions to customer applications.
  Some of our primary competitors in the Custom Sheet & Rollstock segment
  are CYRO Industries,  Kama Corp.,  Primex  Plastics  Corporation, VPI, LLC,
  and  Klockner-Pentaplast  of
  America, Inc. We believe we compete effectively with these companies
  in each of  these key areas.


Color  &  Specialty  Compounds-Net sales and operating earnings  (consisting  of
earnings before interest, taxes and corporate expenses) of the Color & Specialty
Compounds segment for fiscal years 2003, 2002 and 2001 were as follows:

                                            Fiscal Year
                              2003            2002              2001
                                           (in millions)
     Net Sales               $263.0          $235.7            $227.8
     Operating Earnings     $  21.0          $  25.7           $  24.8

*     Products  -  The  Color & Specialty Compounds segment  manufactures  color
  concentrates, proprietary or custom-designed plastic compounds, and calendered
  film for a large group of manufacturing customers who produce consumer
  appliance components,  lawn  &  garden  equipment, food  &  medical
  packaging,  vehicle components,  and  numerous other products. The segment
  operates  under  three  business names:

     -    Spartech Polycom produces its own line of proprietary compounds &
        color concentrates and also provides toll compounding services for
       engineered resins, flame retardants and other specialty compounds.

     -    Spartech Color, the largest color supplier in Canada, is focused on
service-oriented color concentrate applications for film and molding.

     -    Spartech Vy-Cal Plastics operates a vinyl calender, supplying finished
 PVC film to manufacturers of such products as loose-leaf binders,
decorator-grade wall coverings, and packaging products for the medical industry.

     Customers  of  the  Color & Specialty Compounds segment  range  from  major
     integrated  manufacturers  to  sole-proprietor  subcontractors   that   use
     injection molding, extrusion, blow molding and blown & cast film processes.

*     New  Product  Development.   This  segment  has  well-equipped  laboratory
  facilities,  particularly  the Spartech Polycom Technical  Center  in  Donora,
  Pennsylvania. These laboratories operate testing and simulated end-use process
  equipment as well as small scale versions of our production equipment to
  ensure accurate  scale-up  from development to production. We  create  new
  specialty compounds by adding fillers and other additives to the base resins,
  in order to offer end-product manufacturers a variety of solutions for
  the design of high-performance and environmentally-friendly products
  on a cost-efficient basis.
  In addition  to  compounding  technology,  the  segment  has  developed
  enhanced capabilities to produce color concentrates and additives.
  The ReinForce  GRPP(glass-reinforced polypropylene) product introduced
  in 2001 was the first  new product of the Color & Specialty Compound group
  that was marketed as an  Alloy Plastic.

*     Manufacturing  and  Production.  This segment  operates  13  manufacturing
  facilities in North America and one in Europe. The principal raw materials
  used
  in manufacturing specialty plastic compounds and color concentrates
  are plastic
  resins  in  powder  and  pellet  form, primarily polypropylene,  polyethylene,
  polystyrene,  ABS,  TPO's, and PVC. We also use colorants, mineral  and  glass
  reinforcements and other additives to impart specific performance and
  appearance
  characteristics to the compounds. The raw materials are mixed  in  a  blending
  process and then normally fed into an extruder and formed into pellets.

*    Marketing, Sales and Distribution.  The Company generates most of the Color
  & Specialty Compounds segment's sales in the United States and Canada but also
  sells  to  customers  in Europe and Mexico. The Company  sells  the  segment's
  products  principally through its own sales force, but also  uses  independent
  sales  representatives. During 2003, the Company sold products of the Color  &
  Specialty  Compounds segment to over 2,100 customers, including the  Solo  Cup
  Company, DaimlerChrysler, Igloo Corporation and Pactiv Corporation.

*     Competition.  The Color & Specialty Compounds processing segment is highly
  competitive. We compete with some companies which are much larger than we  are
  and have more extensive production facilities, larger sales and
  marketing staffs and substantially greater financial resources than we do.
  We compete generally on  the  basis of price, product performance and customer
  service.   Important competitive factors in each of our businesses include
  the ability to  manufacture
  consistently to required quality levels, meet demanding delivery times,
  provide technical support, and achieve production efficiencies to process
  the products profitably. Some of our primary competitors in the Color
  & Specialty Compounds segment are Ampacet Corporation, AMETEK Westchester
  Plastics, A. Schulman, Inc., Ferro  Corp., PolyOne Corporation,
  RheTech, Inc., and Washington Penn  Plastic
  Co.,  Inc. We believe we compete effectively with these companies in  each  of
  these key areas.


Molded  &  Profile  Products-Net  sales and operating  earnings  (consisting  of
earnings  before  interest, taxes, and corporate expenses)  of  the  Molded  and
Profile Products segment for fiscal 2003, 2002 and 2001 were as follows:

                                            Fiscal Year
                             2003             2002              2001
                                           (in millions)
     Net Sales               $64.6            $62.1             $87.4
     Operating Earnings     $  5.4           $  3.5            $  8.6

*     Products.   Our  Molded & Profile Products segment manufactures  injection
  molded and profile extruded products for a large group of intermediate and
  end-user customers.  The segment operates under four business names:

    -     Spartech Industries produces plastic tire and wheel assemblies for the
        medical, lawn & garden, refuse container and toy markets, and high
        performance
        molded urethane tires for the medical, material handling, lawn & garden,
        and
        recreational product applications.  We also produce various injection
        molded and profile extruded products that complement the
       wheels and tire offerings.

    -    Spartech Profiles manufactures products for various industries,
       including
       window frames and fencing for the building and construction markets.

    - Spartech Marine specializes in the fabrication of acrylic and other custom
       products used in high end marine applications.

    -    Spartech Townsend manufactures acrylic rods and tubes used primarily in
       display, household and medical applications.

*      New   Product  Development.   This  segment  brings  unique,   recognized
  capabilities to our customers such as patented tread-cap wheel technologies
  and
  special fabrication of profile products. In addition, this segment's
  creativity,
  engineering and design principles enable us to effectively respond to customer
  needs in the niche markets in which we participate.

*     Manufacturing  and Production.  This segment operates seven  manufacturing
  facilities  in  North  America.  The  principal  raw  materials  used  in  our
  manufacturing  of  molded  and  profile products are  acrylics,  polyethylene,
  polypropylene, and PVC. Our products in this segment are generally
  manufactured either through injection molding or profile extrusion processes.

*     Marketing, Sales and Distribution.  Spartech Industries-Custom  Engineered
  Wheels  operations  markets its products throughout North  America.   Spartech
  Profiles markets its custom profile products throughout North America.
  Spartech Marine  markets  its  fabricated acrylic products  throughout
  North  America.
  Spartech Townsend markets its acrylic rods and tubes throughout North America.
  We sell the segment's products principally through our own sales force,
  but also use independent sales representatives and wholesale distributors.
  During 2003, we sold products of the Molded & Profile Products segment
  to approximately 1,000 customers, including MTD Products, Honda, Invacare,
  and Brentwood Industries.

*     Competition.  The Molded & Profile Products processing segment  is  highly
  competitive  and  highly fragmented. Since we manufacture a  wide  variety  of
  products, we compete in different areas with many other companies,
  some of which
  are  much  larger  than we are and have more extensive production  facilities,
  larger sales and marketing staffs and substantially greater financial
  resources than  we do.  We generally compete on the basis of price,
  product performance and customer service.  Important competitive factors
  in each of our businesses
  include the ability to manufacture consistently to required quality levels,
  meet demanding delivery times, and provide new product offerings.
  Some of our primary competitors  in the Molded & Profile Products
  segment are Ace Products,  Inc., Bunzl  Extrusion, Inc., Kik Tire, Inc.,
  Flex Technologies, Inc.,  Royal  Group Technologies Limited,
  and Trintex Corporation. We believe we compete effectively with these
  companies in each of these key areas.

Raw Materials

    We  use  large  amounts  of  various plastic  resins  in  our  manufacturing
processes.   These  resins are crude oil or natural gas  derivatives  which  are
available  from a number of domestic and foreign suppliers.  Our  raw  materials
are  only  somewhat affected by supply, demand and price trends in the petroleum
industry.   However,  trends  in  pricing,  periods  of  anticipated  or  actual
shortages,  and changes in supplier capacities can have more significant  impact
on the cost of our raw materials over the short term.  Price spikes in crude oil
and  natural  gas  along  with the political unrest in oil  producing  countries
resulted  in  unusually  high pricing pressures during  2003.   These  pressures
resulted  in  dramatic increases in the prices of our raw materials.   In  prior
years,  we  were  able  to minimize the impact of such price  increases  in  raw
material  costs  by  controlling  our inventory  levels,  increasing  production
efficiencies,  passing  through  price  changes  to  customers  and  negotiating
competitive prices with our suppliers.  Pricing changes through 2003  have  been
more  difficult  for  us  to manage and have negatively affected  our  operating
margins in fiscal 2003.  Resin pricing pressures started to ease by the  end  of
the second quarter of fiscal 2003 and continued to stabilize through the end  of
2003,  however,  the  volatility and direction  of  future  pricing  changes  is
uncertain.  We seek to maintain operating profit by matching cost increases with
corresponding price increases and have generally been successful  in  doing  so.
We  conduct business with most of the major resin manufacturers and have enjoyed
good  relationships with such suppliers over the past several  years.   We  have
been  able  to adequately obtain all of our required raw materials to  date  and
expects  to  be able to continue to satisfy our requirements in the  foreseeable
future.   Variability in pricing and changes in supply and demand of  particular
resins  at  any  given time are risks that we have to manage in maintaining  our
operating profitability.

     We   manage  our  principal  purchasing  contracts  through  our  corporate
headquarters in St. Louis, Missouri in order to realize the benefits  of  volume
purchasing  and centralized management of the effects of supplier price  changes
to be a low-cost producer for our customers. Since we are a custom manufacturer,
we  do  not typically hedge our purchases of materials, we build little  product
for  inventory, and we have a short backlog of orders at any point in  time.  We
have also implemented a centralized program to aggressively manage our inventory
levels.    However,  we  will  pre-purchase  inventory  when  significant  price
increases are predicted to manage the future impact of rising prices.

Seasonality

    Our  sales are somewhat seasonal in nature. Fewer orders are placed and less
manufacturing activity occurs during the November through January period.   This
seasonal  variation tends to track the manufacturing activities of  our  various
customers in each region.


Backlog

    We  estimate that the total dollar volume of our backlog as of  November  1,
2003  and  November 2, 2002 was approximately $92.9 million and  $83.3  million,
respectively, which represents approximately five weeks of production  for  2003
and 2002.


Employees

    Our  total  number  of  employees is approximately 3,325.  There  are  2,615
production personnel at our 47 facilities, approximately 40% of whom  are  union
employees  covered by several collective bargaining agreements. We consider  our
employee  relations  to be good.  Management personnel total  approximately  710
supervisory/clerical employees, none of whom are unionized.


Government Regulation and Environmental Matters

    The  Company  is  subject  to  various laws governing  employee  safety  and
environmental  matters.  The Company believes it is in material compliance  with
all  such  laws.  The Company is subject to federal, state, local  and  non-U.S.
laws and regulations governing the quantity of certain specified substances that
may  be  emitted into the air, discharged into interstate and intrastate waters,
and otherwise disposed of on and off the properties of the Company.  The Company
has  not incurred significant expenditures in order to comply with such laws and
regulations.   In  September  2003, the New Jersey Department  of  Environmental
Protection  Agency  issued  a  directive and  the  United  States  Environmental
Protection  Agency  initiated an investigation related  to  over  70  companies,
including  Spartech,  regarding the Lower Passaic  River.   We  expect  that  an
environmental  study will be conducted to determine the extent  and  sources  of
contamination  at  this  site.   We believe it is  possible  that  the  ultimate
liability  from  this issue could materially differ from the Company's  $375,000
accrual  as  of  November  1,  2003.   In the  event  of  one  or  more  adverse
determinations  related to this issue, the impact on the  Company's  results  of
operations could be material to any specific period.  However, it is our opinion
that future expenditures for compliance with these laws and regulations, as they
relate  to  the Lower Passaic River issue and other potential issues,  will  not
have  a  material  effect  on our capital expenditures, financial  position,  or
competitive  position.  The ability to obtain permits in order  to  conduct  our
business  and the need to maintain the various laws and regulations  related  to
our  business  are  risks that require constant monitoring  from  our  operating
managers.


International Operations

   Information regarding our operations in its geographic segments is located in
Note (14) to the Consolidated Financial Statements on page 30 of the 2003 Annual
Report  to  Shareholders,  attached hereto as Exhibit  13  and  incorporated  by
reference.   Our  Canadian,  French  and  Mexican  operations  may  be  affected
periodically   by  foreign  political  and  economic  developments,   laws   and
regulations, and currency fluctuations.

Internet Access
    Spartech's  Forms  10-K, 10-Q, 8-K and all amendments to those  reports  are
available without charge through the Company's website on the Internet  as  soon
as reasonably practicable after they are electronically filed with, or furnished
to,  the  Securities and Exchange Commission.  They may be accessed directly  as
follows:  www.spartech.com, Investor Relations, SEC Filings & Sec.16 Forms.

EXECUTIVE OFFICERS OF THE REGISTRANT

   The following table provides certain information about the Company's
executive officers, their positions with the Company, and their prior business
experience and employment for at least the past five years

       Name          Age  Current Office, and Prior Positions and Employment
Bradley B. Buechler   55  Chairman of the Board (since March 1999),
                          President (since 1987) and Chief Executive Officer
                          (since 1991).  Mr. Buechler, a CPA, was with
                          Arthur Andersen LLP before the commencement of his
                          employment with the Company in 1981.
George A. Abd         40  Executive Vice President, Color & Specialty
                          Compounds (since September 2000); Vice President
                          of Compounding for the Company's Spartech Polycom
                          Division from March 1998 to September 2000.  Mr.
                          Abd held various positions with Polycom Huntsman,
                          Inc for eleven years prior to its acquisition by
                          the Company in March 1998.
Randy C. Martin       41  Executive Vice President (since September 2000)
                          and Chief Financial Officer (since May 1996);
                          Corporate Controller from 1995 to May 1996; Vice
                          President, Finance from May 1996 to September
                          2000.  Mr. Martin, a CPA and CMA, was with KPMG
                          Peat Marwick LLP for eleven years before joining
                          the Company in 1995.
David G. Pocost       42  Executive Vice President, Extruded Sheet and
                          Profile Products (since September 2000); Director
                          of Quality & Environmental Affairs from 1994 to
                          December 1996; Vice President, Quality & MIS from
                          December 1996 to September 1998, and Vice
                          President, Engineering, Quality & MIS from
                          September 1998 to September 2000.  Mr. Pocost was
                          previously with Moog Automotive as Division
                          Quality Assurance Manager and Senior Materials
                          Engineer for eight years.
Jeffrey D. Fisher     55  Vice President and General Counsel (since July
                          1999); and Secretary (since September 2000).  Mr.
                          Fisher, an attorney, was with the law firm of
                          Armstrong Teasdale LLP for 24 years, the last 17
                          years as a partner, before joining the Company in
                          July 1999.
Phillip M. Karig      47  Vice President-Purchasing and Supply Chain
                          Management (since September 2001), Director of
                          Purchasing from February 2000 to September 2001.
                          Mr. Karig was with Uniroyal Technology Corporation
                          for 12 years in various purchasing, logistics, and
                          materials management positions before joining the
                          Company in February 2000.
William F. Phillips   56  Vice President - National Sales Accounts (since
                          December 2002), Director of Marketing from July
                          1998 to December 2002.  Mr. Phillips also held
                          various sales management positions with the
                          Company from March 1989 to July 1998.
Jeffrey C. Blessing   33  Corporate Controller (since August 2000),
                          Assistant Corporate Controller from December 1998
                          to August 2000, Division Controller Spartech
                          Plastics - Central Region from 1996 to 1998.  Mr.
                          Blessing, a CPA, also held various corporate
                          office accounting positions for the Company from
                          1993 to 1996.

Item 2.   PROPERTIES

    The  Company  operates  in  plants  and  offices  aggregating  approximately
3,985,000  square feet of space.  Approximately 1,601,000 square feet  of  plant
and office space is leased with the remaining 2,384,000 square feet owned by the
Company.  A summary of the Company's principal operating facilities follows:

Custom Sheet & Rollstock
Location        Description        Size in Square Feet   Owned/Leased
Arlington, TX   Extrusion plant &        120,000         Leased
                offices
Atlanta, GA     Extrusion plant &         85,000         Leased
                offices
Cape            Extrusion plant &        100,000         Owned
Girardeau, MO   offices
Clare, MI       Extrusion plant &         27,000         Owned
                offices
Evanston, IL    Extrusion plant &        129,000         Leased
                offices
Greenville, OH  Extrusion plant &         80,000         Owned
                offices
                                          13,000         Leased
Hackensack, NJ  Cast acrylic              81,000         Leased
                plant & offices
La Mirada, CA   Extrusion plant &         64,000         Leased
                offices
Mankato, MN     Extrusion plant &         38,000         Owned
                offices
                                          57,000         Leased
McMinnville,    Extrusion plant &         40,000         Owned
OR              offices
Muncie, IN      Extrusion plant &        177,000         Owned
                offices
Newark, NJ      Extrusion plant &         59,000         Owned
                offices
Paulding, OH    Extrusion plant           71,000         Owned
                & offices
                                          69,000         Leased
Phoenix, AZ     Cast acrylic &            33,000         Leased
                offices
Portage, WI     Extrusion plant &        113,000         Owned
                offices
                                          47,000         Leased
Portage, WI     Extrusion plant           75,000         Leased
Ramos  Arizpe,  Extrusion plant &         55,000         Owned
Mexico          offices
Redlands, CA    Extrusion plant &         60,000         Owned
                offices
Richmond, IN    Extrusion plant &         54,000         Owned
                offices
                                          64,000         Leased
Stamford, CT    Cast acrylic &            80,000         Leased
                offices
                                          7,000          Leased
Taylorville,    Extrusion plant &         39,000         Owned
IL              offices
                                          5,000          Leased
Warsaw, IN      Extrusion plant &        226,000         Owned
                offices
                                         135,000         Leased
Wichita, KS     Extrusion plant &         62,000         Owned
                offices
                                         120,000         Leased
Cornwall #1,    Extrusion plant &         38,000         Leased
Ontario         offices
Cornwall #2,    Extrusion plant &         64,000         Leased
Ontario         offices
Granby, Quebec  Extrusion plant &         65,000         Owned
                offices
                                        2,552,000





Color & Specialty Compounds

Location         Description           Size in Square Feet  Owned/Leased
Arlington, TX    Compounding plant &         112,000        Leased
                 offices
Atlanta, GA      Compounding sales            5,000         Leased
                 office
Cape Girardeau,  Compounding plant &          56,000        Owned
MO               offices
                                              60,000        Leased
Conneaut, OH     Compounding plant &          94,000        Owned
                 offices
Conshohocken,    Calendering plant &          42,000        Owned
PA               offices
Donora #1, PA    Compounding plant &         142,000        Owned
                 offices
Donora #2, PA    Compounding plant &          88,000        Owned
                 offices
Kearny, NJ       Compounding plant &          57,000        Owned
                 offices
Lake Charles,    Compounding plant &          55,000        Owned
LA               offices
Lockport, NY     Compounding plant &          45,000        Owned
                 offices
Ramos Arizpe,    Compounding plant &          55,000        Owned
Mexico           offices
St. Clair, MI    Compounding plant &          71,000        Owned
                 offices
Stratford,       Color plant &                66,000        Owned
Ontario          offices
                                              25,000        Leased
Donchery,        Compounding plant &          30,000        Owned
France           offices

                                            1,003,000

Molded & Profile Products

Location        Description           Size in Square Feet   Owned/Leased
Des Moines, IA  Cast acrylic plant &         53,000         Owned
                offices
El Monte, CA    Profile plant &              63,000         Leased
                offices
Rancho          Injection molding            17,000         Leased
Cucamonga, CA   plant
Rockledge, FL   Marine products             112,000         Leased
                plant
Tupelo, MS      Injection molding            54,000         Leased
                plant
Warsaw, Indiana Injection molding            41,000         Owned
                plant & offices
Winnipeg,       Profile plant &              62,000         Owned
Manitoba        offices
                                            402,000


    In addition, the Company leases office facilities for its world headquarters
in   St.   Louis,  Missouri  and  for  administrative  offices  in   Washington,
Pennsylvania, the aggregate square footage of which is approximately 28,000.

    The  plants located at the premises listed above are equipped with 120 sheet
extrusion lines, (69 of which run multi-layered materials), 28 casting machines,
45  profile  extrusion  lines,  (12 of which run  multi-layered  materials),  50
general  compounding  lines,  9 color compounding lines,  29  injection  molding
machines,  a  calendering  line, cutting and grinding machinery,  resin  storage
facilities, warehouse equipment, and quality laboratories at all locations.  The
Company  believes  that  its present facilities along with  anticipated  capital
expenditures  (estimated to be approximately $22 million  in  fiscal  2004)  are
adequate for the level of business anticipated in fiscal 2004.


Item 3.   LEGAL PROCEEDINGS

   As discussed under Item 1 - Government Regulations and Environmental Matters,
the Company has been notified by environmental agencies that it is a potentially
responsible  party  in connection with the investigation and remediation  of  an
environmental  site.   The  Company  believes  that  its  potential   continuing
liability  with respect to this site will not have a material adverse effect  on
its  capital  expenditures,  financial position, or  competitive  position.   In
addition, the Company initiates corrective and preventive environmental projects
of  its  own  at  its  operations.  Based on current information  and  estimates
prepared  by the Company's environmental engineers and consultants, at  November
1,  2003,  the  Company  had  adequate accruals to cover  current  environmental
expenditures  relating  to  contaminated  sites.   The  accrual  represents  the
Company's  best  estimate within its range of estimated  costs  associated  with
probable  remediation,  based upon currently available  information.   Depending
upon  the  results  of  future  testing, the ultimate  remediation  alternatives
undertaken,  changes in regulations, new information and other  factors,  it  is
possible that the Company could incur material costs in excess of its accrual at
November  1,  2003.  The Company's estimate of the liability may be  revised  as
additional information is obtained.

    The  Company is subject to various other claims, lawsuits and administrative
proceedings  arising  in  the  ordinary  course  of  business  with  respect  to
commercial,  product liability, employment and other matters, several  of  which
claim substantial amounts of damages.  While it is not possible to estimate with
certainty  the  ultimate legal and financial liability  with  respect  to  these
claims,  lawsuits and administrative proceedings, the Company believes that  the
outcome  of  these  matters  will  not have a material  adverse  effect  on  the
Company's financial position or results of operations.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters were submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended November 1, 2003.


                                     PART II

Item 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

    The  information  on  pages  34, 35, and 37 of the  2003  Annual  Report  to
Shareholders,  attached hereto as Exhibit 13, is incorporated  by  reference  in
response to this item. The common stock dividend amounts on page 37 of the  2003
Annual Report to Shareholders present the cash dividends declared in fiscal 2002
consisting of four quarterly payments at nine and one-half cents per  share  and
the cash dividends declared in fiscal 2003 consisting of four quarterly payments
at  ten cents per share.   On December 11, 2003, the Company declared a dividend
of  eleven cents per share payable on January 16, 2004.  The Company's Board  of
Directors  reviews  the  dividend policy each December based  on  the  Company's
business plan and cash flow projections for the next fiscal year.

Item 6.   SELECTED FINANCIAL DATA

   The information on pages 34 and 35 of the 2003 Annual Report to Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in response to  this
item.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

    The  information  on  pages  10 through 17 of  the  2003  Annual  Report  to
Shareholders,  attached hereto as Exhibit 13, is incorporated  by  reference  in
response to this item.
Forward  Looking  Statements -  Statements in this Annual Report  that  are  not
purely  historical,  including statements which express  the  Company's  belief,
anticipation or expectation about future events, are forward-looking statements.
These  statements may be found in the description of the Company's  business  in
Item  1 and legal proceedings in Item 3, and include statements in "Management's
Discussion  and Analysis," incorporated herein by reference, about new  products
and   markets   benefits,   future   capital  expenditures,   expenditures   for
environmental compliance, and anticipated cash flow and borrowings.

     Forward looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from such statements.  In
addition to the risk factors discussed in Item 1 (Business, under the headings
Raw Materials, Seasonality, Competition, Government Regulation and Environmental
Matters, and International Operations) included herein on pages 11, 12 and 13
other important factors which have impacted and could impact the Company's
operations and results, include:

  (1) the Company's financial leverage and the operating and financial
restrictions imposed by the instruments governing its indebtedness may limit or
prohibit its ability to incur additional indebtedness, create liens, sell
assets, engage in mergers, acquisitions or joint ventures, pay cash dividends,
or make certain other payments; the Company's leverage and such restrictions
could limit its ability to respond to changing business or economic conditions,
inability to meet debt obligations when due could impair our ability to finance
operations and could result in default;
  (2) the successful expansion through acquisitions, in which Spartech looks for
candidates that can complement its existing product lines, expand geographic
coverage, and provide superior shareholder returns, is not assured.  Acquiring
businesses that meet these criteria continues to be an important element of the
Company's business strategy.  Some of the Company's major competitors have
similar growth strategies.  As a result, competition for qualifying acquisition
candidates is increasing and there can be no assurance that such future
candidates will exist on terms agreeable to the Company.  Furthermore,
integrating acquired businesses requires significant management time and skill
and places additional demands on Company operations and financial resources.  If
we are unable to achieve the anticipated synergies, the interest and other
expenses from our acquisitions could exceed the net income we derive from the
acquired operations, which could reduce our net income.   However, the Company
continues to seek value-added acquisitions which meet its stringent acquisition
criteria and complement its existing businesses; and
  (3) our products are sold in a number of end markets which tend to be cyclical
in nature, including transportation, building and construction, bath/pool and
spa, and electronics and appliances. A downturn in one or more of these end
markets could have a material adverse effect on our sales and operating profit.

Item 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We  are  exposed to changes in interest rates primarily as a result  of  our
borrowing  activities.  Our earnings and cash flows are subject to  fluctuations
in interest rates on our floating rate debt facilities.  At November 1, 2003, we
had  approximately $27.2 million of debt subject to variable short-term interest
rates.   Based  upon the November 1, 2003 balance, a change of  one  percent  in
interest  rates would cause a change in net income of approximately $174,000  on
an  annual basis.  We had $352.0 million of fixed rate financings outstanding as
of  November  1,  2003,  including $125.0 million of floating  rate  debt  fixed
through November 2004 by an interest rate swap.  Interest expense on these fixed
rate  financings  will not be materially affected by changes in  interest  rates
over the next 12 months.  In addition, the information on page 22, 23, and 32 of
the  2003  Annual  Report to Shareholders, attached hereto  as  Exhibit  13,  is
incorporated by reference in response to this item.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The information entitled "Quarterly Financial Information" on page 32 of the
2003  Annual  Report  to  Shareholders,  attached  hereto  as  Exhibit  13,   is
incorporated by reference in response to this item.

    In  addition,  the  financial statements of the Company  filed  herewith  or
incorporated by reference are set forth in Item 15 and included in  Part  IV  of
this Report.
Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE

Effective  April  30,  2002,  the  Board  of  Directors  of  the  Company,  upon
recommendation   of   its  audit  committee,  dismissed  Arthur   Andersen   LLP
("Andersen") as the Company's independent public accountants and engaged Ernst &
Young  LLP ("Ernst & Young ") to serve as the principal accountant to audit  the
Company's  financial  statements for the fiscal year ending  November  2,  2002.
Andersen  audited the Company's financial statements for fiscal year  2001,  and
had been the Company's principal accountant since 1989.

In  connection  with its audit for fiscal year 2001, and during  the  subsequent
interim  period  preceding  the  engagement of Ernst  &  Young,  there  were  no
disagreements with Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure. Andersen's report
on  the  financial  statements for fiscal year 2001 did not contain  an  adverse
opinion  or  a  disclaimer of opinion and was not qualified or  modified  as  to
uncertainty,  audit scope or accounting principles. During the last  two  fiscal
years,  and  during  the subsequent interim period preceding the  engagement  of
Ernst & Young LLP, Andersen did not advise, and has not indicated to the Company
that it had reason to advise, the Company of any reportable event, as defined in
Item  304(a)  of Regulation S-K of the Exchange Act. The Company requested  that
Andersen  furnish  it  with a letter addressed to the  Securities  and  Exchange
Commission stating whether or not it agrees with the statements made in the Form
8-K  filed  on May 3, 2002.  A copy of the letter from Andersen dated  June  11,
2002,  stating its agreement with the foregoing disclosures is filed as  Exhibit
16.1 to the Form 8-K filed on May 3, 2002.

During  the  last  two  fiscal years, and during the subsequent  interim  period
preceding the engagement of Ernst & Young, the Company had not consulted Ernst &
Young  regarding  the  application  of  accounting  principles  to  a  specified
transaction, either contemplated or proposed, or the type of audit opinion  that
might be rendered on the Company's financial statements or any other matter that
would be required to be reported.


Item 9A.   CONTROLS AND PROCEDURES
Spartech  maintains  a  system of disclosure controls and procedures  which  are
designed  to ensure that information required to be disclosed by the Company  in
the  reports  filed  under  the Securities Exchange Act  of  1934  is  recorded,
processed, summarized and reported within the time periods specified  under  the
SEC's  rules  and  forms.   Based  on  an evaluation  performed,  the  Company's
certifying  officers have concluded that the disclosure controls and  procedures
were  effective as of November 1, 2003, to provide reasonable assurance  of  the
achievement of these objectives.
Notwithstanding  the  foregoing, there can be no assurance  that  the  Company's
disclosure  controls  and  procedures will detect or  uncover  all  failures  of
persons  within the Company and its consolidated subsidiaries to report material
information otherwise required to be set forth in the Company's reports.
There  was  no change in the Company's internal control over financial reporting
during the quarter ended November 1, 2003, that has materially affected,  or  is
reasonably  likely  to  materially affect, the Company's internal  control  over
financial reporting.


                                    PART III
Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information concerning Directors of the Company contained in the section
entitled  "Proposal 1: Election of Directors" of the Definitive Proxy  Statement
for the 2004 Annual Meeting of Shareholders, to be filed with the Commission  on
or  about  January 23, 2004, is incorporated herein by reference in response  to
this item.

    Information concerning the Executive Officers of the Company is contained on
page 14 in Part I of this Report.

    The  information  concerning Equity Compensation Plans is contained  in  the
section entitled "Equity Plan Compensation Information" of the Definitive  Proxy
Statement  for  the 2004 Annual Meeting of Shareholders, to be  filed  with  the
Commission on or about January 23, 2004, and is incorporated herein by reference
in response to this item.

    The  information regarding the audit committee and audit committee financial
expert  is contained in the section entitled "Board of Directors and Committees"
of  the  Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders,
to  be  filed  with the Commission on or about January 23, 2004, is incorporated
herein by reference in response to this item.

    Spartech  has  adopted a Code of Ethics that applies to the Company's  chief
executive officer, chief financial officer, and controller; has posted such Code
of  Ethics  on  its  Internet  website; and intends to  satisfy  the  disclosure
requirement  under  Item  10  of Form 8-K by posting  such  information  on  its
Internet  website.   The Company's Code of Ethics may be  accessed  through  its
Internet  website  at  www.spartech.com within the Investor  Relations/Corporate
Governance section of the site.

Item 11.   EXECUTIVE COMPENSATION

    The  information contained in the sections entitled "Executive Compensation"
and  "Compensation of Directors" of the Definitive Proxy Statement for the  2004
Annual  Meeting  of Shareholders, to be filed with the Commission  on  or  about
January 23, 2004, is incorporated herein by reference in response to this item.



Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The information contained in the section entitled "Security Ownership" of the
Definitive  Proxy Statement for the 2004 Annual Meeting of Shareholders,  to  be
filed  with the Commission on or about January 23, 2004, is incorporated  herein
by reference in response to this item.



Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information contained in the sections entitled "Proposal 1: Election  of
Directors,"  "Executive  Compensation" and "Certain Business  Relationships  and
Transactions" of the Definitive Proxy Statement for the 2004 Annual  Meeting  of
Shareholders, to be filed with the Commission on or about January 23,  2004,  is
incorporated herein by reference in response to this item.



Item 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

   The information contained in the section entitled "Fees Paid to Auditors," of
the  Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders,  to
be  filed  with  the  Commission on or about January 23, 2004,  is  incorporated
herein by reference in response to this item.

                                     PART IV

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a)   Financial Statements and Financial Statement Schedules

   The following financial statements and financial statement schedules are
incorporated by reference from the 2003 Annual Report to Shareholders, to be
filed with the Commission on or about January 16, 2004, and/or filed as part of
this Form 10-K:

                                                              Page
                                                              Annual Report to
                                                              Shareholders
                                                Form 10-K

   Report of Independent Public Accountants     F-1           33

     Financial Statements

          Consolidated Balance Sheet            -             18

          Consolidated Statement of Operations  -             19

          Consolidated Statement of             -             20
Shareholders' Equity

          Consolidated Statement of Cash Flows  -             21

     Notes To Consolidated Financial Statements -             22-32

     Financial
Statement Schedules

Schedule
Number                  Description

II                      Valuation and           F-2
                        Qualifying Accounts


   All other financial statements and schedules not listed have been omitted
since the required information is included in the consolidated financial
statements or the notes thereto, or is not applicable or required.

   (b)   Reports on Form 8-K

   The Company filed a Form 8-K dated August 28, 2003 to furnish the press
release announcing fiscal 2003 third quarter financial results.

   The Company filed a Form 8-K dated August 15, 2003 to furnish the press
release providing guidance for fiscal 2003 third quarter financial results.

   (c)   Exhibits

   The Exhibits required to be filed by Item 601(a) of Regulation S-K are
included as follows:

     3.1(1)    Restated Certificate of Incorporation
     3.2(2)    Amended and Restated By-Laws
     4(3) Rights Agreement dated April 2, 2001 between Spartech Corporation and
          Mellon Investor Services LLC, as Rights Agent

   10.1(4)     Amended and Restated Employment Agreement dated November 1, 2002,
          between Bradley B. Buechler and Spartech Corporation
   10.2(5)     Transition Agreement and Consulting Agreement dated August 3,
          2000, between David B. Mueller and Spartech Corporation
   10.3(6)     Employment Agreement dated January 1, 2003 between Randy C.
          Martin and Spartech Corporation
   10.4(7)     Employment Agreement dated January 1, 2003 between David G.
          Pocost and Spartech Corporation
   10.6        Employment Agreement dated December 10, 2003 between George A.
          Abd and Spartech Corporation
   10.7        Employment Agreement dated January 1, 2003 between Phillip Karig
          and Spartech Corporation
   10.8(8)     Spartech Corporation 2001 Stock Option Plan dated December 6,
          2000
   10.9(9)     Employment Agreement dated July 1, 2002 between William F.
          Phillips and Spartech Corporation
  10.10(10)    Form of Indemnification Agreement entered into between Spartech
          Corporation and each of its officers and directors as of November 1,
          2002 (December 12, 2002 as to William F. Phillips).
   10.11  Employment Agreement dated December 1, 2003 between Jeffrey D. Fisher
          and Spartech Corporation
   13     Pages 10 through 35 and 37 of 2003 Annual Report to Shareholders
16.1(11)  Letter from Arthur Andersen, LLP to the Securities and Exchange
          Commission dated May 3, 2002
   21     Subsidiaries of Registrant
   23.1   Consent of Independent Auditors
   23.2   Information Regarding Consent of Arthur Andersen LLP
   24     Powers of Attorney
   31  Certifications pursuant to Exchange Act Rule 13a-14(a)
   32  Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.
Section 1350


   Notes to Exhibits
   (1)  Filed as Exhibit 3.1 to the Company's Form S-8 (File No. 333-60381),
filed  with the Commission on July 31, 1998 and incorporated
 herein by reference.
   (2)  Filed as Exhibit 4.2 to the Company's Form S-3 filed with the
 Commission on October 14, 2003 and incorporated herein
 by reference.
   (3)  Filed as Exhibit 99.1 to the Company's Form 8-K filed with
the Commission  on April 5, 2001 and incorporated
 herein by reference.
   (4)  Filed as Exhibit 10.1 to the Company's Form 10-K filed
with the Commission on January 17, 2003 and incorporated
herein by reference.
   (5)  Filed as Exhibit 10.4 to the Company's Form 10-K filed with
the Commission on January 19, 2001 and incorporated
 herein by reference.
   (6)  Filed as Exhibit 10.3 to the Company's Form 10-K filed with
the Commission  on January 17, 2003 and incorporated
 herein by reference.
   (7)  Filed as Exhibit 10.4 to the Company's Form 10-K filed
with the Commission on January 17, 2003 and incorporated
herein by reference.
   (8)  Filed as Exhibit 4 to the Company's Form S-8 filed with the
Commission on May 7, 2001 and incorporated herein
 by reference.
   (9)  Filed as Exhibit 10.9 to the Company's Form 10-K filed
with the Commission on January 17, 2003 and incorporated
 herein by reference.
   (10) Filed as Exhibit 10.10 to the Company's Form 10-K filed
 with the Commission on January 17, 2003 and incorporated
 herein by reference.
   (11) Filed as Exhibit 16.1to the Company's Form 8-K filed with
the Commission on May 3, 2002 and incorporated
 herein by reference.
<TABLE>
<CAPTION>

SIGNATURES

    Pursuant  to  the  requirements of Section 13 or  15(d)  of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                  SPARTECH CORPORATION

    January 16, 2004                              By: /s/Bradley B. Buechler
          (Date)                                Bradley B. Buechler
                                                Chairman, President and Chief
                                                Executive Officer

    Pursuant  to the requirements of the Securities Exchange Act of  1934,  this
report  has  been  signed  below  by the following  persons  on  behalf  of  the
Registrant and in the capacities and on the date indicated.
<S>                      <C>                      <C>
   DATE                  SIGNATURES                    TITLE

January 16, 2004         /s/Bradley B. Buechler   Chairman, President, Chief
                           Bradley  B.  Buechler       Executive  Officer,   and
Director
                                                  (Principal Executive Officer)

January  16,  2004          /s/ Randy C. Martin      Executive  Vice  President,
Chief
                         Randy C. Martin          Financial Officer and Director
                                                    (Principal   Financial   and
Accounting
                                                  Officer)

January 16, 2004         /S/ Ralph B. Andy*       Director
                         Ralph B. Andy

January 16, 2004         /S/Lloyd E. Campbell*    Director
                         Lloyd E. Campbell

January 16, 2004         /S/ Walter J. Klein*     Director
                         Walter J. Klein


January 16, 2004         /S/ Calvin J. O'Connor*  Director
                         Calvin J. O'Connor

January 16, 2004         /S/ Jackson W. Robinson* Director
                         Jackson W. Robinson

January 16, 2004         /S/ Richard B. Scherrer*      Director
                         Richard B. Scherrer

January 16, 2004         /S/Craig A. Wolfanger*   Director
                         Craig A. Wolfanger


* By  Bradley  B.  Buechler as Attorney-in-Fact pursuant to Powers  of  Attorney
  executed  by  the Directors listed above, which Powers of Attorney  are  filed
  herewith.



                                                  /s/Bradley B. Buechler
                                                  Bradley B. Buechler
                                                  As Attorney-in-Fact
</TABLE>




                    REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors
Spartech Corporation:


We have audited the consolidated financial statements of Spartech Corporation as
of November 1, 2003, and for the year then ended, and have issued our report
thereon dated December 11, 2003 (included in Spartech Corporation's 2002 Annual
Report to Shareholders and incorporated by reference in this Form 10-K).  Our
audit also included the financial statement schedule for the year ended November
1, 2003 listed in Item 15(a) of this Form 10-K.  This schedule is the
responsibility of the Company's management.  Our responsibility is to express an
opinion based on our audit.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

/s/ Ernst & Young LLP

St. Louis, Missouri
December 11, 2003


The following is a copy of the audit report previously issued by Arthur Andersen
LLP in connection with Spartech Corporation's filing on Form 10-K for the year
ended November 3, 2001.  This audit report has not been reissued by Arthur
Andersen LLP in connection with this filing on Form 10-K.  See Exhibit 23.2 for
further discussion.

TO SPARTECH CORPORATION

We  have audited in accordance with auditing standards generally accepted in the
United States, the financial statements included in SPARTECH Corporation's  2001
Annual  Report to Shareholders incorporated by reference in this Form 10-K,  and
have  issued our report thereon dated December 6, 2001.  Our audit was made  for
the  purpose  of  forming  an  opinion on those statements  taken  as  a  whole.
Schedule  II  included in this Form 10-K is presented for purposes of  complying
with the Securities and Exchange Commission's rules and is not part of the basic
financial  statements.   This  schedule  has  been  subjected  to  the  auditing
procedures  applied in our audit of the basic financial statements and,  in  our
opinion,  fairly states in all material respects the financial data required  to
be  set forth therein in relation to the basic financial statements taken  as  a
whole.

/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri
December 6, 2001

                                       F-1


                      SPARTECH CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  FOR FISCAL YEARS ENDED 2003, 2002, AND 2001.
                             (Dollars in thousands)



                   BALANCE AT     ADDITIONS AND
                  BEGINNING OF  CHARGES TO COSTS               BALANCE AT
  DESCRIPTION        PERIOD       AND EXPENSES    WRITE-OFFS     END OF
                                                                 PERIOD

November 1, 2003
   Allowance for    $  4,058        $  1,132      $  (1,454)    $  3,737
      Doubtful
Accounts

November 2,
2002:               $  3,957        $  2,935      $  (2,834)    $  4,058
   Allowance for
      Doubtful
Accounts

November 3,
2001:               $  3,627        $  2,801      $  (2,471)    $  3,957
   Allowance for
      Doubtful
Accounts



    Fiscal  years 2001, 2002 and 2003 additions and write-offs include  activity
relating  to  the  acquisition of certain of the businesses and  assets  of  GWB
Plastics Holding Co. in June 2002 and Polymer Extruded Products in April 2003.













                                       F-2