18
                                        
United States Securities and Exchange Commission
Washington, D.C. 20549


Gentlemen:

Pursuant to the requirements of the Securities and Exchange Act of 1934, we are
transmitting the attached Form 10-K.

Sincerely,

SPARTECH CORPORATION

/s/Randy C. Martin
Randy C. Martin
Vice President-Finance and Chief
Financial Officer


                       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 October 31, 1998
                                        
                                        
                          Commission file number 1-5911
                                        
                              SPARTECH CORPORATION
             (Exact name of Registrant as specified in its charter)
                                        
  DELAWARE                                              43-0761773
(State or other jurisdiction of              (I.R.S. Employer Identification
 incorporation or organization)               Number)


7733 FORSYTH, SUITE 1450, CLAYTON, MISSOURI            63105-1817
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:         (314) 721-4242
Securities registered pursuant to Section 12(d) 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/

   The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $273,354,840 on December 31, 1998.

There were 26,871,350 total shares of common stock outstanding as of December
31, 1998.
                                        
                       Documents incorporated by reference
1)  Portions of the 1998 Annual Report to Shareholders are incorporated by
    reference into Parts I, II and IV.
2)   Portions of the Definitive Proxy Statement for the 1999 Annual Meeting of
   Shareholders are incorporated by reference into Part III.
3)
                                     PART I

Item 1.   BUSINESS

General

    Spartech  Corporation,  together with its subsidiaries  ("Spartech"  or  the
"Company"), operates in one industry segment as a leading producer of engineered
thermoplastic materials, polymeric compounds, molded and profile products for  a
wide  spectrum  of  customers  in  the  plastics  industry.   The  Company's  38
facilities  throughout North America and Europe operate in the  following  three
lines of business:

 Extruded   Sheet  &  Rollstock  -  which  sells  its  products   to   various
 manufacturers  who use plastic components in their industrial products.   The
 Company's  extruded  sheet & rollstock is utilized  in  several  end  markets
 including  transportation,  building & construction,  packaging,  recreation,
 and  sign/advertising.  The Company is North America's  largest  extruder  of
 custom  rigid  plastic  sheet & rollstock, operating  17  facilities  in  the
 United States and Canada under the name Spartech Plastics.
 
 Color  &  Specialty Compounds - which sells custom designed  plastic  alloys,
 compounds,  color  concentrates, and calendered film  for  utilization  by  a
 large  group  of manufacturing customers servicing the packaging, electronics
 &  appliance, transportation, building & construction and other end  markets.
 The  Company produces and distributes these products from 15 facilities under
 the  names Spartech Polycom, Spartech Color, and Spartech Vy-Cal Plastics  in
 the United States, Canada and France.
 
 Molded  &  Profile  Products  -  which manufactures  custom  and  proprietary
 products  including:   (1) thin-walled, printed plastic  food  packaging  and
 industrial  containers, (2) thermoplastic tires and wheels for the  lawn  and
 garden,  refuse container, and toy markets, and (3) profile extruded products
 for  a  variety of industries.  The Company produces these molded and profile
 products  from 6 facilities in the United States and Canada under  the  names
 GenPak, Hamelin Industries, and Spartech Profiles.

    The  Company's  principal  executive  office  is  located  at  7733  Forsyth
Boulevard,  Suite 1450, Clayton, Missouri 63105-1817, telephone (314)  721-4242.
The  Company  was  incorporated in the State of Delaware in 1968,  succeeding  a
business  which  had commenced operations in 1960.  The Company primarily 
operates as a leading intermediary plastics processor  in  the North  American
plastics  market.  This segment of  the  plastics  industry  is
fragmented   with  over  2,000  plastic  processing  companies.   The   plastics
intermediary  segment  continues to experience significant consolidation  driven
primarily  by  the  desire of customers and suppliers to  have  fewer,  stronger
intermediaries and the potential for companies to achieve economies of scale.  A
key  element  of  the Company's acquisition strategy is to continue  to  acquire
plastics   intermediary  companies  with  profitable  operations.   Acquisitions
completed over the last five years are summarized below:

   Date                                          
   Acquired        Business Acquired             Principal Products
   February 1994   Product Components            Extruded Sheet & Rollstock
   November 1994   Pawnee Industries (a)         Extruded Sheet & Rollstock
                                                  and Color Concentrates
   May 1996        Portage Industries (b)        Extruded Sheet & Rollstock
   September 1996  Hamelin Group (b)             Extruded Sheet & Rollstock,
                                                  Color Concentrates, and
                                                  Molded Products
   August 1997     Preferred    Plastic    Sheet Extruded Sheet & Rollstock
                   Division of Echlin Inc. (b)    and  Profile Products
   March 1998      Polycom Huntsman, Inc. (b)    Specialty Compounds & Color
                                                  Concentrates
   April 1998      Prismaplast Canada, Ltd. (b)  Color Concentrates
   October 1998    Anjac-Doron  Plastics,   Inc. Profile Products
                   (b)
 
 (a)   Includes only Pawnee's Extrusion and Color Divisions.

(b)     Information  with respect to Spartech's recent acquisition  activity  is
  set  forth in Note (2) to the Consolidated Financial Statements on page 21  of
  the 1998 Annual Report to Shareholders, attached as Exhibit 13.

Growth Strategy

   In  1991,  management  began to develop and implement  the  Company's  growth
strategy, known as 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.   Additionally, the Company's operating  plan  emphasizes  ongoing
cost  containment  and  productivity improvement efforts to  increase  operating
earnings  and  further enhance stockholder returns.  The four elements  of  this
growth strategy are:

Business   Partnerships.   The  Company  is  committed  to   building   business
partnerships  that provide long-term growth opportunities and  enhance  customer
relationships.   Such  partnerships offer direct and indirect  benefits  to  the
Company  and  its customers by broadening product lines, lowering  the  cost  of
technological efforts and increasing geographic presence.  The Company regularly
partners with customers and resin suppliers to develop improvements in order  to
offer customers state-of-the-art products, and have significantly contributed to
strengthening the Company's leading market position in the custom extruded sheet
and  rollstock  segment.   In  an effort to exceed  customer  expectations,  the
Company  has  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 the  Company's  size  and  breadth  of
operations,  management  believes  that it  is  well  positioned  for  continued
expansion   through   selective  acquisitions  in  the  consolidating   plastics
intermediary  segment.   In  evaluating  acquisition  opportunities,  management
targets acquisition candidates that:  (i) add complementary product lines  (with
emphasis   on   companies  producing  specialty  or  value-added   thermoplastic
products):  (ii)  increase  geographic presence: and (iii)  provide  operational
synergies  in  purchasing, production and customer service.   For  example,  the
Company's   acquisition   of  Polycom Huntsman  expanded   two   product   lines
(polypropylene  compounds and black concentrates), added eight  state-of-the-art
manufacturing facilities in the U.S. and a manufacturing facility in France (the
Company's  first  outside North America), and provided  additional  cost  saving
opportunities in purchasing and administrative expenses.

Product Transformations.  A key element of the Company's 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 extruded sheet and rollstock, where the transformation
process  is  still  in  the early stages.  Sizable metal, glass  and  fiberglass
specialty components have recently begun to be replaced by thermoplastics in the
agricultural  equipment and transportation markets.  The  Company  utilizes  the
experience  of its sales and production personnel, partnerships with  suppliers,
and  relationships with customers to identify and develop new  applications  for
its  products.   Product  transformations have been a  key  contributor  to  the
Company's internal growth rates.

Alloy Plastics.  The Company aggressively develops new proprietary products that
combine  advanced-engineered  thermoplastic compounds  and  additives  with  new
manufacturing techniques implemented by experienced operating personnel  ("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 reinforcements such as talc, calcium carbonate  and  glass
fibers  to  base  resins.   All of the Company's 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.

Extruded Sheet & Rollstock

 Net sales and operating earnings (consisting of earnings before interest, taxes
and  corporate  operations/allocations) of the extruded sheet & rollstock  group
for fiscal years 1998, 1997, and 1996 were as follows:
                                 Fiscal Year
                            (Dollars in millions)
                                 1998      1997      1996
                                                   
           Net Sales              $455.1    $375.8    $319.2
           Operating Earnings      $50.5     $39.6     $31.6


    Products  -  Spartech Plastics produces both single and multilayer  extruded
plastic  sheet  and  rollstock on a custom basis for end product  manufacturers.
The  group's  extruded  sheet & rollstock is utilized  in  several  end  markets
including  transportation,  building & construction, packaging,  recreation  and
sign/advertising.  Most of the group's customers thermoform, cut, and trim their
plastic sheet for these various end uses.

   New  Product Development - The extruded sheet & rollstock group  is  actively
involved   in  development of new  Alloy  Plastics,  which offer end-product  
manufacturers  a variety of solutions to design  high  performance  and
environmentally-friendly  products  with  cost  effective  benefits.    Spartech
Plastics  currently offers nine such new products, five of which were introduced
in the second half of fiscal 1998.

    Manufacturing  and  Production  -   The  principal  raw  materials  used  in
manufacturing  extruded  sheet & rollstock are plastic resins  in  pellet  form,
which  are  crude oil or natural gas derivatives.  The Company extrudes  a  wide
variety  of  plastic resins, including acrylonitrile butadiene styrene  ("ABS"),
polycarbonate  ("PC"), polypropylene ("PP"), acrylic, polyethylene terephthalate
("PET"),   polystyrene  ("PS"),  polyethylene  ("PE"),  and  polyvinyl  chloride
("PVC").

    The  Company produces plastic sheet of up to seven distinct layers  using  a
multi-extrusion process, as it is extruded through the die into  a  sheet  form.
More  than  half  of the Company's plastic sheet is produced using  this  multi-
extrusion   process.  The  remainder  is  produced  in  a  single  layer   using
conventional  extrusion processes.  In some cases, the  Company  will  coat  the
plastic  sheet  or  laminate  sheets together in order  to  achieve  performance
characteristics desired by customers for particular applications.

   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 of the group's 17 facilities  because  of
shipping  costs for rigid plastic material and the need for prompt  response  to
customer  requirements and specifications.  The outdoor sign and spa markets,
however, are slightly more national in scope.

   The Company sells its extruded sheet & rollstock products principally through
its  own  sales  force,  but  also uses a limited number  of  independent  sales
representatives.  The Company generally does not sell products of  the  extruded
sheet  &  rollstock group under long-term contracts.  During  fiscal  1998,  the
extruded  sheet  &  rollstock  group sold its products  to  approximately  2,300
customers.

Color & Specialty Compounds

    Net  sales  and operating earnings (consisting of earnings before  interest,
taxes  and  corporate operations/allocations) of the color & specialty  compound
group for fiscal years 1998, 1997, and 1996 were as follows:

                                           Fiscal Year
                                      (Dollars in millions)
                                      1998      1997      1996
                                                        
               Net Sales              $158.2     $84.0     $68.2
               Operating Earnings      $18.1      $7.1      $5.4

    Products  -  The  color and specialty compounds group  manufactures  plastic
compounds,   alloys  and  color  concentrates  for  end  product  manufacturers.
Spartech  Polycom  both  produces  its own line  of  proprietary  compounds  and
provides  toll  compounding services for engineered resins, flame retardant  and
other  specialty  compounds.   Spartech Color,  the  largest  color  concentrate
supplier in Canada -with a sister plant in Goddard Kansas, is focused on service
oriented  color  concentrate  applications for  film  and  molding  as  well  as
supplying  nearly  $10  million worth of color concentrates  internally  to  the
Company's extruded sheet and rollstock group.  Spartech Vy-Cal Plastics operates
a  vinyl  calender, supplying finished PVC film to manufacturers  of  loose-leaf
binders,  decorator grade wallcoverings and packaging products for  the  medical
industry.  Customers of the color and specialty compound group range from  major
integrated  OEMs  to  sole  proprietary subcontractors  that  utilize  injection
molding, extrusion, blow molding and blown and cast film processes.

    New  Product Development - The color and specialty compounds group has well-
equipped  laboratory facilities, particularly with the newly  acquired  Spartech
Polycom Technical Center in Donora, PA.  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.
In  addition  to  compounding  technology,  the  group  has  developed  enhanced
capabilities to produce color concentrates and additives.

    Manufacturing  and  Production  -   The  principal  raw  materials  used  in
manufacturing  specialty plastic alloys, compounds and  color  concentrates  are
plastic  resins in powder and pellet form, primarily PP, PE, PS,  ABS,  and  PVC
with  colorants,  mineral  and glass reinforcements,  and  additives  to  impart
specific performance and appearance characteristics to the compounds.


    Marketing,  Sales and Distribution -  The color & specialty compounds  group
generates the majority of its sales in the United States and Canada but also has
a presence in Europe and Mexico.  The group's sales are primarily managed by its
own  internal sales force, but also uses independent agents and both  local  and
national  distributors.   During fiscal 1998, the color and  specialty  compound
group sold products to approximately 1,800 customers.

Molded & Profile Products

    The  group's net sales and operating earnings (consisting of earnings before
interest,  taxes,  and corporate operations/allocations) for  the  fiscal  years
1998, 1997, and 1996 periods were as follows:

                                           Fiscal Year
                                      (Dollars in millions)
                                    1998      1997      1996
                                                      
             Net Sales               $40.6    $ 42.9     $ 3.9
             Operating Earnings       $5.7     $ 5.9    $   .4


    Products  -  The  molded  & profile products group manufactures  custom  and
proprietary  items  for  a large group of intermediate and  end-user  customers.
GenPak  is  a  producer  of  thin-walled, printed  plastic  food  packaging  and
industrial  containers for a large group of dairy, deli, and  industrial  supply
companies;  Hamelin  Industries  manufacturers  thermoplastic  tire  and   wheel
assemblies  for  the  lawn and garden, refuse container, and  toy  markets;  and
Spartech  Profiles manufactures products for various industries,  including  the
bedding and construction markets.

    New  Product  Development  - The molded and profile  products  group  brings
unique,  recognized  capabilities to its customers such as  print  graphics  and
package design, patented tread-cap wheel technologies and special fabrication of
profile  products.  In addition, this group's creativity, sound engineering  and
design  principles  enable it to effectively respond to customer  needs  in  the
niche markets in which the Company operates.

    Manufacturing  and  Production -  The principal raw materials  used  in  the
Company's manufacturing of its molded and profile products are PE, PP, and  PVC.
The  group manufactures products under three major lines -- containers,  wheels,
and profile extruded products.

    Marketing, Sales and Distribution -  GenPak markets most of its products  to
customers  located  in  North  America,  as  well  as,  the  Caribbean;  Hamelin
Industries  markets  its  products throughout North  America  from  a  centrally
located  plant  in Warsaw, Indiana; and Spartech Profiles markets  its  products
throughout the United States.  The group sells its products principally  through
its  own  sales force, but also uses independent sales representatives.   During
fiscal  1998,  the  molded  &  profile  products  group  sold  its  products  to
approximately 400 customers.

Raw Materials

    The  Company uses large amounts of thermoplastic resins in its manufacturing
processes.  Such resins are crude oil or natural gas derivatives and are to some
extent  affected by supply, demand, and price trends in the petroleum  industry.
While  the  Company  seeks  to  match cost increases  with  corresponding  price
increases,  large increases in the costs of these raw materials could  adversely
affect  the Company's operating margins.  In addition, any major disruptions  in
the  availability of crude oil or natural gas to the Company's  suppliers  could
adversely  impact  the availability of the resins.  However,  the  Company  does
business  with  most  of  the major resin manufacturers  and  has  enjoyed  good
relationships with such suppliers over the past several years.  The Company has
been able to adequately obtain all of its required raw materials to date and
expects to be able to continue to satisfy its requirements in fiscal 1999 and 
beyond.

Seasonality

    The Company's 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
the Company's various customers in each region.

Competition

    The  extruded sheet & rollstock, color & specialty compounds, and  molded  &
profile products markets are highly competitive.  Since the Company manufactures
a  wide  variety  of products, it competes in different areas  with  many  other
companies,  some  of  which  are much larger than  the  Company  and  have  more
extensive  production  facilities,  larger  sales  and  marketing  staffs,   and
substantially  greater  financial resources than the Company.   The  markets  in
which  the Company competes are also periodically characterized by excess supply
and  intense price competition.  The Company competes generally on the basis  of
price, product performance, and customer service.  Important competitive factors
in  each  of  the  Company's businesses include the ability to: (1)  manufacture
consistently to required quality levels, (2) meet demanding delivery times,  (3)
exercise   skill  in  raw  material  purchasing,  and  (4)  achieve   production
efficiencies to process the products profitably.  In addition, the  Company  may
experience  competition from new entrants into the markets that  it  serves  and
increased  competition  from  companies  offering  products  based  on  advanced
technologies or processes.  The Company believes it is competitive in these  key
areas.

   The extruded sheet & rollstock group is an intermediate processor of plastics
which  manufactures sheet & rollstock for customers who shape it for  their  end
use  with  thermoforming equipment.  Several of these customers  have,  or  upon
expansion may acquire, extrusion machinery.  Moreover, some customers are  large
enough to justify building their own molds and shifting from thermoforming to an
injection  molding  process.   Injection molding techniques  become  competitive
whenever  large  quantities  are produced or fine  detailing  or  contouring  is
required  on  the  end  product.  However, thermoforming  techniques  have  been
improved   in  recent  years  and  are  generally  less  expensive  than   other
manufacturing  methods  due  to equipment costs and  other  associated  start-up
expenses. Any material reduction in orders to the Company by its customers as  a
result  of a shift to in-house processing facilities could adversely affect  the
Company's  business.  In addition, several customers of the  Company's  color  &
specialty compounds division have the capability to formulate their own  alloys,
compounds and color concentrates.  However, the Company expects to benefit  from
a  growing trend of outsourcing of specialized semi-finished materials  by  many
manufacturers.  Finally, the Company's molded & profile products group  operates
in selective niches within highly-competitive markets.

Backlog

    The  Company  estimates that the total dollar volume of its  backlog  as  of
October 31, 1998 and November 1, 1997 was approximately $66.5 million and  $39.2
million,  respectively, which represents approximately four  to  five  weeks  of
production for each year.

Employees

   The Company's total employment approximates 2,700. There are 2,150 production
personnel  at the Company's 38 facilities, approximately 28% of whom  are  union
employees covered by several collective bargaining agreements.  There have  been
no  strikes  in  the past three years.  Management personnel total approximately
550  supervisory/clerical  employees, none of whom is  unionized.   The  Company
believes that all of its employee and union relations are satisfactory.

Government Regulation

    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  and does not anticipate large expenditures in  fiscal  1999  to
comply  with  any  applicable regulations.  The Company is subject  to  federal,
state,  and local laws (including Canadian provincial 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.  Modifications of 
existing environmental regulations,  the  adoption of new environmental 
regulations,  or  unanticipated enforcement  actions, could require material 
capital expenditures  or  otherwise have a material adverse effect on the 
Company's businesses.  The Company has not incurred  significant  expenditures 
in order  to  comply  with  such  laws  and regulations, nor does it anticipate
continued compliance therewith to materially affect its earnings or competitive
position.

International Operations

    Information  regarding  the Company's operations  in  its  three  geographic
segments -- United States, Canada and Europe -- is located in Note (12)  to  the
Consolidated  Financial  Statements on page 26 of  the  1998  Annual  Report  to
Shareholders, attached hereto as Exhibit 13.  The Company's Canadian and  French
operations  may  be  affected  periodically by foreign  political  and  economic
developments, laws and regulations, and currency fluctuations.

Other

   The Company has already modified substantially all of its computer systems to
be  Year 2000 compliant.  The Company does not anticipate any significant costs,
problems,  or  uncertainties associated with becoming Year 2000 compliant.   The
Company  could  potentially  experience  disruption  to  some  aspects  of   its
operations as a result of noncompliant systems utilized by unrelated third party
governmental  and business entities.  The Company continues to communicate  with
others  with  whom  it does significant business to determine  their  Year  2000
compliance  readiness and the extent to which the Company is vulnerable  to  any
third party Year 2000 issues.

Item 2.   PROPERTIES

    The  Company  operates  in  plants  and  offices  aggregating  approximately
2,862,000  square feet of space.  Approximately 1,078,000 square feet  of  plant
and office space is leased with the remaining 1,784,000 square feet owned by the
Company.  A summary of the Company's principal operating facilities follows:

Extruded Sheet & Rollstock

Location             Description               Size in Square Feet   Owned/
                                                                     Leased
Arlington, TX        Extrusion plant & offices       126,000        Leased
Atlanta, GA          Extrusion plant & offices        75,000        Leased
Cape Girardeau, MO   Extrusion plant & offices       100,000        Owned
Clare, MI            Extrusion plant & offices        27,000        Owned
Greenville, OH       Extrusion plant & offices        60,000        Owned
                                                      10,000        Leased
Greensboro, GA       Extrusion plant & offices        28,000        Owned
                                                      4,000         Leased
La Mirada, CA        Extrusion plant & offices        98,000        Leased
Mankato, MN          Extrusion plant & offices        36,000        Owned
                                                      54,000        Leased
McMinnville, OR      Extrusion plant & offices        40,000        Owned
McPherson, KS        Extrusion plant  &               51,000        Owned
                     offices
Paulding, OH         Extrusion plant & offices        68,000        Owned
                                                      20,000        Leased
Portage, WI          Extrusion plant & offices       115,000        Owned
                                                      54,000        Leased
Richmond, IN         Extrusion plant & offices        52,000        Owned
                                                      29,000        Leased
Taylorville, IL      Extrusion plant & offices        40,000        Owned
Wichita, KS          Extrusion plant & offices        63,000        Owned
                                                     128,000        Leased
Cornwall, Ontario    Extrusion plant & offices        38,000        Leased
Granby, Quebec       Extrusion plant & offices        75,000        Owned
                                                      10,000        Leased
                                                    1,401,000       

Color & Specialty Compounds

Location             Description                   Size in Square     Owned/
                                                   Feet               Leased
Cape Girardeau, MO   Compounding plant & offices   57,000            Owned
                                                   60,000            Leased
Charleston, SC       Compounding plant & offices   97,000            Leased
Conneaut, OH         Compounding plant & offices   94,000            Owned
Conshohocken, PA     Calendering plant & offices   39,000            Owned
Donora #1, PA        Compounding plant & offices   142,000           Owned
Donora #2, PA        Compounding plant & offices   88,000            Owned
Goddard, KS          Color plant & offices         38,000            Owned
Kearny, NJ           Compounding plant & offices   59,000            Owned
Lake Charles, LA     Compounding plant & offices   55,000            Owned
Lockport, NY         Compounding plant & offices   45,000            Owned
Oxnard, CA           Compounding plant & offices   73,000            Leased
St. Clair, MI        Compounding plant & offices   71,000            Owned
Montreal, Quebec     Color plant & offices         39,000            Leased
Stratford, Ontario   Color plant & offices         65,000            Owned
Donchery, France     Compounding plant & offices   30,000            Owned
                                                                     
                                                   1,052,000         

Molded & Profile Products

Location           Description                   Size in Square       Owned/
                                                      Feet            Leased
El Monte, CA       Profile Plant & Offices           63,000           Leased
Greensboro, GA     Profile Plant & Offices           14,000           Owned
                                                      6,000           Leased
McPherson, KS      Profile Plant & Offices           51,000           Owned
Warsaw, Indiana    Injection Molding plant &         41,000           Owned
                   offices
Cookshire, Quebec  Injection Molding plant &         140,000          Owned
                   offices
Toronto, Ontario   Injection Molding plant &         73,000           Leased
                   offices
                                                     388,000             

    In  addition,  the  Company  leases  office  facilities  for  its  Corporate
Headquarters in St. Louis, Missouri and for administrative offices in  Montreal,
Quebec  and  Washington,  Pennsylvania, the aggregate square  footage  of  which
approximates 21,500.

    The  plants located at the premises listed above are equipped with 90  sheet
extrusion  lines, 63 supplementary co-extruders, 31 profile extrusion lines,  40
general  compounding  lines, 17 color compounding lines,  63  injection  molding
machines,  20  printing machines, 5 compression 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  over $20 million in 1999) are adequate for the level of business anticipated
in fiscal year 1999.

Item 3.   LEGAL PROCEEDINGS

    In  1992  and  1996,  a former Director, Chairman of the  Board,  and  Chief
Executive Officer of the Company, filed lawsuits against the Company and certain
of  its Directors and major shareholders.  In the suits, it was claimed that the
Company  should adjust his existing stock options, provide for the  issuance  of
additional  shares  of  common  stock, and award  to  him  attorney's  fees  and
interest.   In February 1997, the Company settled both lawsuits.  The settlement
resolved  all claims and terminated all disputes between the respective  parties
and  general releases were executed to prevent further action on such  disputes.
The  settlement  was reflected in the Company's 1997 financial  statements  and,
after  consideration  of amounts previously accrued, did not  result  in  a  net
charge to earnings.

    The  Company  is  also  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
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 other matters will not have a material adverse effect
on  the  Company's  financial position or results of  operations.   The  Company
currently has no litigation with respect to any environmental matters.

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 October 31, 1998.
                                        
                                        
                                     PART II

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

    The information on page 29 and 32 of the 1998 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 29 present the cash  dividends
declared  in 1997 consisting of four quarterly payments at five cents per  share
and the cash dividends declared in 1998 consisting of four quarterly payments at
six  cents per share.   On December 8, 1998, the Company declared a dividend  of
seven  cents  per  share  payable on January 5, 1999.  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  page  29 of the 1998 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  13, 14 and 15 of  the  1998  Annual  Report  to
Shareholders,  attached hereto as Exhibit 13, is incorporated  by  reference  in
response to this item.

   Safe Harbor Statement -  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 descriptions 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 future capital
expenditures,  expenditures for environmental compliance, year 2000  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  International
Operations) included herein on pages 7 through 8, other important factors  which
have  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;  and  (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.
However,  the Company continues to seek value-added acquisitions which meet  its
stringent acquisition criteria and complement its existing businesses.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The information entitled "Quarterly Financial Information" on page 27 of the
1998  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 Registrant filed herewith  are
set forth in Item 14 and included in Part IV of this Report.

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE

   None.
                                        
                                        
                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information concerning Directors of the Company contained in the section
entitled "Election of Directors" of the Definitive Proxy Statement for the  1999
Annual  Meeting  of  Shareholders to be filed with the Commission  on  or  about
January 15, 1999, is incorporated herein by reference in response to this item.

    In addition, the following table sets forth certain information with respect
to the Company's executive officers:

                             Position with the Company
Name                    Age  and Date Appointed
Bradley B. Buechler     50   President (April 1987), Chief
                             Executive Officer (October 1991),
                             and Director (February 1984)
David B. Mueller        45   Executive Vice President and
                             Chief Operating Officer (May
                             1996), Secretary (October 1991),
                             and Director (March 1994)
Daniel J. Yoder         57   Vice President of Materials
                             (September 1998) and Technology
                             (May 1990)
Randy C. Martin         36   Vice President-Finance and Chief
                             Financial Officer (May 1996)
David G. Pocost         37   Vice President of Engineering
                             (September 1998), Quality and MIS
                             (December 1996)

    Mr.  Buechler, a CPA, was with Arthur Andersen LLP for ten years before  the
commencement of his employment with the Company in 1981.  Prior to the positions
currently  held, he was the Company's Corporate Controller and Vice President  -
Finance  from  1981-1984, Chief Financial Officer from 1983  -  1987  and  Chief
Operating Officer from 1985 - 1996.

    Mr.  Mueller, a CPA, was previously with Arthur Andersen LLP for seven years
(1974 - 1981).  More recently he was Corporate Controller of Apex Oil Company, a
large  independent oil company, from 1981-1988. Prior to the positions currently
held,  he  was the Company's Vice President of Finance, Chief Financial  Officer
from 1988 - 1996.

    Mr.  Yoder  was  General Manager of the Company's Spartech Plastics  Central
Region  from  1986-1990.  From 1983-1986 he was Vice President of  Manufacturing
for Atlas Plastics, Corp., prior to its acquisition by the Company.

    Mr.  Martin,  a CPA and CMA, was previously with KPMG Peat Marwick  LLP  for
eleven  years  before  joining  the Company in 1995.   Prior  to  the  positions
currently held, he was the Company's Corporate Controller from 1995 to 1996.

    Mr. Pocost was previously with Moog Automotive as Division Quality Assurance
Manager  and  Senior Materials Engineer for eight years.  Prior to the  position
currently held, he was the Company's Director of Quality & Environmental Affairs
from 1994-1996.

Item 11.   EXECUTIVE COMPENSATION

    The  information contained in the sections entitled "Executive Compensation"
and  "Board  Committees and Compensation" of the Definitive Proxy Statement  for
the  1999 Annual Meeting of Shareholders to be filed with the Commission  on  or
about  January 15, 1999 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 1999 Annual Meeting of Shareholders to be
filed with the Commission on or about January 15, 1999 is incorporated herein by
reference in response to this item.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The information contained in the sections entitled "Election of  Directors",
"Executive  Compensation" and "Certain Transactions"  of  the  Definitive  Proxy
Statement  for  the  1999 Annual Meeting of Shareholders to be  filed  with  the
Commission  on or about January 15, 1999 is incorporated herein by reference  in
response to this item.


                                     PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

    The  following  financial  statements,  financial  statement  schedules  and
exhibits  are  incorporated  by  reference  from  the  1998  Annual  Report   to
Shareholders and/or filed as part of this Form 10-K:

                                                                 Page
                                                                  Annual Report
                                                   Form 10-K     to Shareholders
Report of Independent Public Accountants               F-1            28

Financial Statements

   Consolidated Statement of Operations                 -             16
   Consolidated Balance Sheet                           -             17
   Consolidated Statement of Shareholders' Equity       -             18
   Consolidated Statement of Cash Flows                 -             19

Notes To Consolidated Financial Statements              -            20-27

Financial Statement Schedules

   Schedule
    Number     Description

     II.       Valuation and Qualifying Accounts       F-2             -

Exhibits

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

2(A)(1)   Asset Purchase and Sale Agreement between Spartech Corporation,
          Preferred Technical Group, Inc. and Echlin Inc. dated August 22, 1997
2(B)(2)   Asset Purchase and Sale Agreement between Spartech Corporation,
          Polycom Huntsman, Inc., and Spartech Polycom, Inc. dated March 31,
          1998
3(A)(3)   Amended and Restated Articles of Incorporation
3(B)      Amended and Restated By-Laws
10(A)(4)  Amended and Restated Employment Agreement dated November 1, 1997,
          between Bradley B. Buechler and Spartech Corporation
10(B)(4)  Amended and Restated Employment Agreement dated November 1, 1997,
          between David B. Mueller and Spartech Corporation
10(C)     Amended and Restated Employment Agreement dated June 30, 1998,
          between Daniel J. Yoder and Spartech Corporation
10(D)(5)  Spartech Corporation Incentive Stock Option Plan dated July 26, 1991
          as amended
          November 1, 1997
10(E)(6)  Spartech Corporation Restricted Stock Option Plan dated July 26, 1991
          as amended November 1, 1997
10(F)(7)  Employment Agreement  between Randy C. Martin and Spartech Corporation
          dated as of March 31, 1997
10(G)(7)  Employment Agreement  between David G. Pocost and Spartech Corporation
          dated as of February 1, 1997
11        Statement re Computation of Per Share Earnings
13        Pages 13 through 29 and 32 of 1998 Annual Report to Shareholders
21        Subsidiaries of Registrant
23        Consent of Independent Public Accountants
24        Powers of Attorney
27        Financial Data Schedule

    (1)       Filed  as  an  exhibit to the Company's Form 8-K, dated  July  28,
           1997,  filed with the Commission on August 12, 1997, and incorporated
           herein by reference.

   (2)       Filed  as  an  exhibit to the Company's Form 8-K, dated  March  31,
           filed  with the Commission on April 14, 1998, and incorporated herein
           by reference.

   (3)     Filed  as  an exhibit to the Company's quarterly report on Form  10-Q
           for  the quarter ended May 2, 1998, filed with the Commission on June
           1, 1998 and incorporated herein by reference.

   (4)      Filed as an exhibit to the Company's annual report on Form 10-K
          for  the  fiscal  year  ended November 1, 1997,  filed  with  the
          Commission  on  January  12,  1998, and  incorporated  herein  by
          reference.
   
   (5)   Filed  as  an  exhibit  to  the  Company's  S-8,  filed  with  the
          Commission   on  July  31,  1998  and  incorporated   herein   by
          reference.
   
   (6)    Filed  as  an exhibit to the Company's proxy statement filed with  the
          Commission on January 27, 1998 and incorporated herein by reference.
   
   (7)     Filed  as  an exhibit to the Company's quarterly report on Form  10-Q
         for  the  quarter  ended August 2, 1997, filed with the  Commission  on
         September 2, 1997, and incorporated herein by reference.

    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.

Reports on Form 8-K

     None


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 06, 1999                         By:   /S/ Bradley B. Buechler
         (Date)                                    Bradley B. Buechler
                                                   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.

DATE                SIGNATURES                              TITLE

January 06, 1999    /S/ Bradley B. Buechler       President, Chief Executive
                    Bradley B. Buechler           Officer, and Director
                                                  (Principal Executive Officer)

January 06, 1999    /S/ David B. Mueller          Executive Vice President,
                    David B. Mueller              Chief Operating Officer, and
                                                  Director

January 06, 1999    /S/ Randy C. Martin           Vice President-Finance and
                    Randy C. Martin               Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)

January 06, 1999    /S/ Ralph B. Andy             Director
                    Ralph B. Andy*

January 06, 1999    /S/ Thomas L. Cassidy         Director
                    Thomas L. Cassidy*

January 06, 1999    /S/ W. R. Clerihue            Chairman of the Board and
                    W. R. Clerihue*               Director

January 06, 1999    /S/John R. Kennedy            Director
                    John R. Kennedy*

January 06, 1999    /S/ Calvin J. O'Connor        Director
                    Calvin J. O'Connor*

January 06, 1999    /S/ Jackson W. Robinson       Director
                    Jackson W. Robinson*

January 06, 1999    /S/ Alan R. Teague            Director
                    Alan R. Teague*

*  By  Bradley  B. Buechler as Attorney-in-Fact pursuant to Powers  of  Attorney
executed by the Directors listed above, which Powers of Attorney have been filed
with the Securities and Exchange Commission.
                                                  /S/ Bradley B. Buechler
                                                  Bradley B. Buechler
                                                  As Attorney-in-Fact



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO SPARTECH CORPORATION

   We have audited in accordance with generally accepted auditing standards, the
financial  statements included in SPARTECH Corporation's 1998 Annual  Report  to
Shareholders  incorporated by reference in this Form 10-K, and have  issued  our
report  thereon dated December 4, 1998.  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
                                                  ARTHUR ANDERSEN LLP

St. Louis, Missouri
December 4, 1998


                                       F-1


                      SPARTECH CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                   FOR FISCAL YEARS ENDED 1998, 1997, AND 1996
                             (Dollars in thousands)
                                        
                                                                         
                                                                         
                        BALANCE AT     ADDITIONS AND                 BALANCE
                       BEGINNING OF   CHARGES TO COSTS              AT END OF
     DESCRIPTION          PERIOD        AND EXPENSES    WRITE-OFFS    PERIOD
                                                                         
October 31, 1998:                                                        
   Allowance for         $  2,212       $     1,912     $  (1,694)   $  2,430
    Doubtful Accounts
                                                                         
November 1, 1997:                                                        
   Allowance for         $  1,946        $     985       $  (719)    $  2,212
    Doubtful Accounts
                                                                         
November 2, 1996:                                                        
   Allowance for         $  1,592        $     578       $  (224)    $  1,946
    Doubtful Accounts
                                                                         


    Fiscal  year 1996, 1997, and 1998 additions and write-offs include  activity
relating  to the acquisition of certain of the businesses and assets of  Portage
Industries  Corporation in May 1996, the Hamelin Group, Inc. in September  1996,
the  Preferred  Plastics Sheet Division of Echlin Inc. in August  1997,  Polycom
Huntsman  Inc. in March 1998, Prismaplast Canada Ltd. In April 1998, and  Anjac-
Doron Plastics, Inc. in October 1998.



                                   F-2