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 [NO FEE REQUIRED]
                For the fiscal year ended November 2, 1996.
                                    OR
        [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
              For the transition period from _________ to _________
                       Commission file number 1-5911
                                     
                           SPARTECH CORPORATION
          (Exact name of Registrant as specified in its charter)

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

7733 FORSYTH, SUITE 1450, CLAYTON, MISSOURI 
(Address of principal executive offices)
63105-1817
(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 $123,579,000 on December 31, 1996.

There were 26,366,304 total shares of common stock outstanding as of
December 31, 1996.
                                     
                    Documents incorporated by reference
   1)  Portions of the 1996 Annual Report to Shareholders are incorporated
   by reference into Parts I, II and IV.
   2)  Portions of the Definitive Proxy Statement for the 1997 Annual
   Meeting of Shareholders are incorporated
   by reference into Part III.

10k - page 1
                                  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,  and   molded
products  for  a wide spectrum of customers in the plastics industry.   The
Company's  22 facilities throughout North America 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  principal uses of the Company's extruded sheet & rollstock are food
 and  medical  packaging products, signs, spas and showers, burial  vault
 liners,  vehicle interiors, boats, and refrigerators.   The  Company  is
 North  America's  largest extruder of rigid plastic sheet  &  rollstock,
 operating 13 facilities in the United States and Canada under the  names
 Spartech Plastics and GM-Plastics.
 
 Color  &  Specialty  Compounds  - which sells  custom  designed  plastic
 alloys,  compounds, color concentrates, and calendered film are utilized
 by  a  large group of manufacturing customers for specialized  footwear,
 loose-leaf  binders,  lawn and garden equipment, cosmetics  and  medical
 packaging   products,   automotive   equipment,   and   numerous   other
 applications.  The Company produces and distributes these products  from
 five   facilities   under   the  names  Spartech   Compounding,   Korlin
 Concentrates,  and  Spartech Vy-Cal Plastics in the  United  States  and
 Canada.
 
 Molded  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) a limited  line
 of  tableware  and  housewares products.   The  Company  produces  these
 molded  products  from four facilities in the United States  and  Canada
 under the names GenPak, Hamelin Industries, and Hamelin Enterprises.

    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.   In  late
1983,  the  Company began a restructuring program designed  to  expand  its
plastics  processing  business  and dispose  of  all  of  its  non-plastics
operating  businesses.   Since  that time, the  Company  has  expanded  its
plastics  business including many notable acquisitions.   The  acquisitions
that are included in the Company's current operations follow:

Date
Acquired              Business Acquired           Principal Products
May 1984              Southwest Converting        Extruded Sheet & Rollstock
January 1986          Franklin/Vy-Cal Plastics    Specialty Alloys & Compounds
December 1986         Atlas Plastics Corp.        Extruded Sheet & Rollstock
December  1986        The  Resin  Exchange        Specialty Alloys & Compounds
July 1987             Eagle Plastics              Extruded Sheet & Rollstock
January  1993         Penda Corporation (a)       Extruded Sheet & Rollstock
February 1994         Product Components (c)      Extruded Sheet & Rollstock
November 1994         Pawnee Industries (b) (c)   Extruded Sheet & Rollstock
                                                  and Color Concentrates
May  1996             Portage Industries (c)      Extruded Sheet & Rollstock
September 1996        Hamelin Group (c)           Extruded Sheet & Rollstock,
                                                  ColorConcentrates, and
                                                  Molded Products

(a) Includes Penda Corporation Extrusion Division's Polystyrene,  Print
  Grade Lithographic Styrene and PET businesses.

(b) Includes only Pawnee's Extrusion and Color Divisions.

(c) Information with respect to Spartech's recent acquisition  activity
  is  set  forth  in Note (2) to the Consolidated Financial  Statements  on
  page  18  of the 1996 Annual Report to Shareholders, attached as  Exhibit
  13.

10k - page 2

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 1994, 1995, and 1996 were as follows:
                                   Fiscal Year
                                 (Dollars in millions)
                                   1994        1995        1996

               Net Sales         $210.0       $283.2      $319.2
               Operating Earnings $18.8        $25.7       $31.6

    Products - The Company's extruded sheet & rollstock group produces both
single  and multilayer co-extruded plastic sheet on a custom basis for  end
product  manufacturers.  The group's customers use  the  Company's  plastic
sheet  &  rollstock  to  manufacture food and medical  packaging  products,
signs, spas and showers, burial vault liners, vehicle interiors, boats, and
refrigerators.   Most of the group's customers thermoform,  cut,  and  trim
their plastic sheet for these various end uses.

    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,  polypropylene  ("PP"),   acrylic,   polyethylene
terephthalate ("PET"), polystyrene, and polyethylene ("PE").

    The Company produces plastic sheet of up to seven layers using a multi-
extrusion  process, combining the materials in distinct  layers  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 extrusion business
has  generally been a regional business supplying manufacturers  within  an
estimated  500 mile radius of each of the group's 13 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
businesses, however, are slightly more national in scope.

10k - page 3

    The Company markets 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
1996,   the  extruded  sheet  &  rollstock  group  sold  its  products   to
approximately 2,100 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 1994, 1995,  and  1996  were  as
follows:
                                   Fiscal Year
                                 (Dollars in millions)
                                   1994         1995         1996

               Net Sales          $46.6        $69.1        $68.2
               Operating Earnings  $2.8         $4.6         $5.4

    Products  - The color & specialty compound group primarily manufactures
plastic   alloys,  compounds  and  color  concentrates  for   end   product
manufacturers.   In  addition,  the  Spartech  Compounding-Cape   Girardeau
facility  distributes  thermoplastic  resins  purchased  from  other  resin
suppliers and 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  & specialty compound group primarily include extrusion  and
injection molding businesses.

    Spartech Compounding and Korlin produce a highly diversified  range  of
color  and  compound  products, including:  FDA clear compounds  for  food,
beverage,  and medical applications; color concentrates for  the  film  and
sheet  extrusion  markets;  phosphorescent and fluorescent  compounds;  PVC
combinations incorporating nitrile, elvaloy, and polyurethane for  chemical
and  abrasion resistance for footwear, color compounds, and other specialty
applications.   Spartech Vy-Cal Plastics operates  as  a  custom  specialty
house  with  its  own  laboratory facility for quality  testing  of  color,
thickness,  texture,  tensile strength, and dimensional  stability  of  its
specialized film output.

    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 PVC, ABS,  and  PE
with  colorants, stabilizers, and several other additives  used  to  obtain
particular qualities in the plastic resin once it is heated and extruded or
molded into end products.

    The  group  has well-equipped laboratory facilities, with  experimental
extruders and various types of chemical analysis and testing equipment.  In
addition to compounding technology, the group has developed enhanced
capabilities to produce color concentrates and additives.

10k - page 4

    Marketing,  Sales  and Distribution -  The color &  specialty  compound
group  markets most of its products to customers located in the East  Coast
and  Midwest U.S. and in Quebec and Ontario, Canada.  The group markets its
products principally through its own sales force, but also uses independent
sales  representatives.  During fiscal 1996, the color & specialty compound
group sold its products to approximately 1000 customers.

Molded Products

    The  four  manufacturing facilities which comprise the molded  products
group  were added to the Company's businesses with the September  27,  1996
acquisition  of  Hamelin Group Inc.  Therefore, fiscal  1996  results  only
include  one  month  of operations.  The group's net  sales  and  operating
earnings  (consisting  of  earnings before interest,  taxes  and  corporate
operations/allocations) for this one month period in fiscal 1996 were  $3.9
million and $.4 million, respectively.

   Products - The molded 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
Hamelin Enterprises manufactures a limited line of tableware and housewares
products.

    Manufacturing and Production -  The principal raw materials used in the
Company's  manufacturing of its molded products are PE, PP, and  PVC.   The
Company  utilizes more than 65 molding machines and 19 printing presses  to
manufacture  its  three  major  product lines  --  containers,  wheel,  and
tableware/houseware goods.

   Marketing, Sales and Distribution -  GenPak markets most of its products
to  customers located North America, as well as, the Caribbean and  Russia;
Hamelin  Industries markets its products throughout North  America  from  a
centrally  located plant in Warsaw, Indiana; and Hamelin Enterprises  sells
its  products primarily throughout Canada.  The group markets its  products
principally  through its own sales force, but also uses  independent  sales
representatives.  During fiscal 1996, the molded products  group  sold  its
products to approximately 400 customers.

Raw Materials

    The  Company  uses  large  amounts of various  plastic  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.  Related thereto, 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 1997 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.

10k - page 5

Competition

    The extruded sheet & rollstock, color & specialty compounds, and molded
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
oversupply  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
plastic  sheet  which is sold to 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  out-sourcing  of  specialized semi-finished  materials  by  many
manufacturers.   Finally, the Company's molded products group  operates  in
selective niches within the highly-competitive injection molding market.

Backlog

    The Company estimates that the total dollar volume of its backlog as of
November  2,  1996,  was  approximately  $37.3  million,  which  represents
approximately  five weeks of production.  The comparable backlog  for  1995
was approximately $23.2 million.

Employees

    The  Company's  total employment approximates 1,800.  There  are  1,300
production personnel at the Company's 22 plants, approximately 35% 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 500 supervisory/clerical employees, none of  whom  are
unionized.   The  Company  believes that all  of  its  employee  and  union
relations are satisfactory.

10k - page 6

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
1997 to comply with any applicable regulations.  The Company is subject  to
federal,  state,  and  local  laws  (including  Canadian  provincial)   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 international operations is located
in  Note  (13) to the Consolidated Financial Statements on page 23  of  the
1996  Annual  Report to Shareholders, attached hereto as Exhibit  13.   The
Company's international operations may be affected periodically by  foreign
political  and  economic developments, laws and regulations,  and  currency
fluctuations.

Item 2.   PROPERTIES

    The  Company  operates in plants and offices aggregating  approximately
1,795,000 square feet of space.  Approximately 694,000 square feet of plant
and  office space is leased with the remaining 1,101,000 square feet  owned
by  the Company.  A summary of the Company's principal operating facilities
follows:

Extruded Sheet & Rollstock

Location        Description        Size in Square  Owned/Leased
                                    Feet           
Arlington, TX   Extrusion plant &  126,000         Leased
                offices
Atlanta, GA     Extrusion plant &  75,000          Leased
                offices
Cape            Extrusion plant &  100,000         Owned
Girardeau, MO   offices
Clare, MI       Extrusion plant &  27,000          Owned
                offices
La Mirada, CA   Extrusion plant &  98,000          Leased
                offices
Mankato, MN     Extrusion plant &  36,000          Owned
                offices
                                   50,000          Leased
McMinnville,    Extrusion plant &  40,000          Owned
OR              offices
Paulding, OH    Extrusion plant &  68,000          Owned
                offices
                                   20,000          Leased
Portage, WI     Extrusion plant &  115,000         Owned
                offices
                                   75,000          Leased
Richmond, IN    Extrusion plant &  52,000          Owned
                offices
                                   29,000          Leased
Wichita, KS     Extrusion plant &  63,000          Owned
                offices
                                   102,000         Leased
Cornwall,       Extrusion plant &  38,000          Leased
Ontario         offices
Granby, Quebec  Extrusion plant &  50,000          Owned
                offices

10k - page 7

Color & Specialty Compounds

Location        Description           Size in Square Owned/Leased
                                      Feet           
Cape            Compounding plant &   57,000         Owned
Girardeau, MO   offices
                                      30,000         Leased
Conshohocken,   Calendering plant &   50,000         Owned
PA              offices
Goddard, KS     Color plant &         38,000         Owned
                offices
Kearny, NJ      Compounding plant &   59,000         Owned
                offices
Stratford,      Compounding plant &   65,000         Owned
Ontario         offices

Molded Products

Location        Description             Size in Square Owned/Leased
                                        Feet           
Toronto,        Injection Molding       73,000         Leased
Ontario         plant & offices
Cookshire,      Injection Molding       140,000        Owned
Quebec          plant & offices
Montreal,       Injection Molding       100,000        Owned
Canada          plant & offices
Warsaw,         Injection Molding       41,000         Owned
Indiana         plant & offices

    In  addition,  the  Company  leases office  facilities  in  St.  Louis,
Missouri, the aggregate square footage of which is approximately 5,500.

    The  plants located at the premises listed above are equipped  with  65
sheet extrusion lines, 43 supplementary co-extruders, 9 compounding-milling
lines,  5  color  compounding  lines, 67  injection  molding  machines,  19
printing  machines,  a  calendering line, cutting and  grinding  machinery,
resin storage facilities, warehouse equipment, and quality laboratories  at
all  locations.   The  Company  believes that the  present  facilities  are
adequate for the level of business anticipated in fiscal year 1997.

   The Company also owns plants and office facilities in Monroe, Louisiana,
and  Brooklyn,  New  York,  the  aggregate  square  footage  of  which   is
approximately  200,000.   The  buildings  are  currently  being  leased  to
independent third parties.


Item 3.   LEGAL PROCEEDINGS

    On June 2, 1992, Mr. Lawrence M. Powers, a former Director, Chairman of
the  Board, and Chief Executive Officer of the Company, filed a lawsuit  in
the  United  States District Court for the Southern District  of  New  York
against  the  Company and certain of its Directors and major  shareholders.
In  the suit, Mr. Powers claims that, by reason of the Company's April  30,
1992  debt-to-equity restructuring (which he had previously, on  April  13,
1992,  voted  in  favor of as a Director), 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.   Mr.  Powers
seeks  judgment against the Company and the other defendants: (1) in excess

10k - page 8

of  $13  million, plus punitive damages, (2) to issue an additional 167,744
shares  of  common stock, (3) to increase his then-outstanding  options  to
purchase  the  Company's common stock from 1,871,201  shares  to  4,080,000
shares,  and  (4)  for  attorney's fees and interest.   In  June  1993,  in
responding  to the Company's request for summary judgment, the court  ruled
the  Board  of  Director's decision to not adjust Mr. Powers'  options  was
"final,  binding and conclusive" unless Mr. Powers can establish  that  the
Board  was  not  acting  independently and that it  could  not  have  acted
appropriately.  Discovery has concluded in the litigation, and the Company,
together  with  the  other  defendants,  has  moved  for  summary  judgment
dismissing  the  complaint.  In January 1996, Mr. Powers  filed  a  similar
lawsuit  in  the  Circuit Court of St. Louis County, Missouri  against  the
Company  and two officer directors. The Company believes that this  lawsuit
is simply a restatement of the claims made in the 1992 lawsuit and a motion
to  dismiss or stay this lawsuit was filed pending the outcome of the  1992
lawsuit.   On  December  3, 1996, the Circuit Court of  St.  Louis  County,
Missouri granted the motion to dismiss and ordered the St. Louis lawsuit to
be   dismissed  without  prejudice. The company was notified on January 6, 
1997 that Mr.Powers filed a Notice of Appeal to the Missouri Court of Appeals.
The  Company  believes  Mr.   Powers' litigation  is  without  merit  and will
continue to defend against  it vigorously.

    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.   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 November 2, 1996.
                                     
                                     
                                  PART II

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

    The  information on page 28 of the 1996 Annual Report to  Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in response  to
this item. The chart of common stock dividends on page 28 presents the cash
dividends  declared  in  1995, consisting of three quarterly  dividends  of
three  cents  per  share  each, and the cash dividends  declared  in  1996,
consisting  of  one  quarter at three cents per share and  the  last  three
quarters  at  four  cents  per share.  On December  9,  1996,  the  Company
declared a dividend of five cents per share payable on January 7, 1997.

Item 6.   SELECTED FINANCIAL DATA

    The  information on page 25 of the 1996 Annual Report to  Shareholders,
attached hereto as Exhibit 13, is incorporated by reference in response  to
this item.

10k - page 9

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

    The  information  on  pages  12 and 13 of the  1996  Annual  Report  to
Shareholders, attached hereto as Exhibit 13, is incorporated  by  reference
in  response  to  this  item.   In addition to the  historical  information
presented  in  the  "Management's Discussion and  Analysis"  and  contained
elsewhere  herein,  the  discussion of certain  matters,  presented  in  or
incorporated  by  reference  in  this Form 10-K,  includes  forward-looking
information  and  assumptions  concerning  Spartech's  operations,   future
results,  and prospects.  These forward-looking statements, as  defined  in
the Private Securities Litigation Reform Act  (PSLRA) of 1995, are based on
current  expectations  and  are subject to  risk  and  uncertainties.   The
Company  desires to take advantage of the "safe harbor" provisions  of  the
PSLRA  by  cautioning that numerous important factors, in some  cases  have
affected, and in the future could affect, the Company's actual results  and
could  cause  its  consolidated  results to differ  materially  from  those
expressed  in  or  implied  by the forward-looking  statements  or  related
assumptions.

   In addition to the risk factors discussed in Item 1 (Business, under the
headings  Raw  Materials, Seasonality, Competition, Government Regulations,
and  International Operations) included herein on pages 2 through 7,  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.   In
addition,  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 23 of
the  1996 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.
                                     
10k - page 10
                                     
                                 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 1997 Annual Meeting of Shareholders to be filed with the Commission
on  or  about  January  15, 1997, 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 and
Name                      Age    Date Appointed
Bradley B. Buechler       48     President (April 1987), Chief
                                 Executive Officer (October
                                 1991), and Director (February 1984)
David B. Mueller          43     Exectuive Vice President and
                                 Chief Operating Officer (May
                                 1996), Secretary (October
                                 1991),  and Director (March 1994)
Daniel J. Yoder           55     Vice President of Engineering
                                 and Technology (May 1990)
Randy C. Martin           34     Vice President-Finance and
                                 Chief Financial Officer (May 1996)
David G. Pocost           35     Vice President of Quality and
                                 Environmental Affairs
                                 (December 1996)

    Mr.  Buechler,  a  CPA,  was  with Arthur Andersen  &  Co.  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 and Chief Operating  Officer  from
1985 - 1996.

    Mr. Mueller, a CPA, was previously with Arthur Andersen & Co. for seven
years.   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.

    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.

10k - page 11


Item 11.   EXECUTIVE COMPENSATION

     The   information  contained  in  the  sections  entitled   "Executive
Compensation"  and  "Board of Directors and Committees" of  the  Definitive
Proxy  Statement for the 1997 Annual Meeting of Shareholders  to  be  filed
with the Commission on or about January 15, 1997 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 sections entitled "Security Ownership"
of   the  Definitive  Proxy  Statement  for  the  1997  Annual  Meeting  of
Shareholders to be filed with the Commission on or about January  15,  1997
is incorporated herein by reference in response to this item.


Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  contained  in  the  section  entitled  "Election  of
Directors"  and Executive Compensation" of the Definitive Proxy  Statement
for the 1997 Annual Meeting of Shareholders to be filed with the Commission
on  or  about  January  15, 1997 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  1996  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            24

Financial Statements

Consolidated Balance Sheet                            -             14
Consolidated Statement of Operations                  -             15
Consolidated Statement of Shareholders'Equity         -             16
Consolidated Statement of Cash Flows                  -             17

Notes To Consolidated Financial Statements            -            18-23

10k - page 12

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 (Buyer) and Pawnee Industries, Inc. (Seller)
 2(B)(2)         Agreement of Plan of Merger between Spartech Corporation,
                 Spartech  Plastics, Inc., and Portage Industries Corporation,
                 dated February 22, 1996
 2(C)(3)         Asset  Purchase  and  Sale  Agreement  between  Spartech
                 Corporation, Hamelin Group  Inc., Hamelin Industries Inc., 
                 Robert Hamelin  and  Hamro Group, Inc. dated June 7, 1996
 3(4)            Articles of Incorporation and By-Laws
 10(A)(5)        Amended and Restated Employment Agreement dated July 1, 1992,
                 between Bradley B. Buechler and Spartech Corporation
 10(B)(5)        Amended and Restated Employment Agreement dated July 1, 1992,
                 between David B. Mueller and Spartech Corporation
 10(C)(5)        Amended and Restated Employment Agreement dated June 30, 1995,
                 between Daniel J. Yoder and Spartech Corporation
 10(D)(6)        Spartech Corporation Incentive Stock Option Plan dated July
                 26, 1991
 10(E)(6)        Spartech Corporation Restricted Stock Option Plan dated
                 July 26, 1991
 10(F)           Amendment to the Amended and Restated Employment Agreement
                 between  Bradley B. Buechler and Spartech  Corporation
                 dated as of July 1, 1996
 10(G)           Amendment  to  the  Amended  and  Restated  Employment 
                 Agreement
                 between David B. Mueller and Spartech Corporation dated  as
                 of July 1, 1996
 11              Statement re Computation of Per Share Earnings
 13              Pages 12 through 28 of 1996 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
       November  1,  1994, filed with the Commission on  November  16,
       1994, and incorporated herein by reference.

10k - page 13
   
 (2)   Filed  as an exhibit to the Company's quarterly report  on
       Form  10-Q  for the quarter ended February 3, 1996, filed  with
       the  Commission  on March 1, 1996, and incorporated  herein  by
       reference.
   
 (3)   Filed  as an exhibit to the Company's Form 8-K, dated  June  7,
       1996, filed with the Commission on June 19, 1996, and incorporated
       herein by reference.

 (4)   Filed in response to the Commission's comments concerning the Company's 
       Proxy Statement relating to the Annual Meeting of Shareholders held 
       June 10, 1992, filed with the  Commission on May 27, 1992, and 
       incorporated herein by reference.
   
 (5)   Filed  as  an  exhibit to the Company's annual  report  on
       Form  10-K  for the fiscal year ended October 31,  1992,  filed
       with  the  Commission  on  January 7,  1993,  and  incorporated
       herein by reference.
   
 (6)   Filed as an exhibit to the Company's annual report on  Form
       10-K  for  the fiscal year ended November 2, 1991,  filed  with
       the  Commission  on February 18, 1992, 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

    A  Form 8-K was filed on August 27, 1996 incorporating the announcement
of  the Company's third quarter and nine months operating results into  the
Registration  Statement No. 333-07917 on Form S-3 filed on July  10,  1996.
No financial statements were required to be filed in the Form 8-K.

    A  Form  8-K  was filed on October 10, 1996 for the completion  of  the
acquisition of the Hamelin Group Inc. on September 27, 1996.   No financial
statements were filed in the Form 8-K, as the required historical  and  pro
forma  financial  information  was included  in  Amendment  No.  1  to  the
Registration Statement No. 333-07917 on Form S-3 filed on August 28, 1996.

10k - page 14

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 10, 1997                              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 10, 1997             /S/ Bradley B. Buechler   President, Chief 
                             Bradley B. Buechler       Executive Officer, 
                                                       and Director (Principal 
                                                       Executive Officer)

January  10, 1997            /S/ David B. Mueller      Executive Vice President,
                             David B. Mueller          Chief Operating Officer, 
                                                       Director

January  10,  1997           /S/ Randy C. Martin       Vice President-Finance 
                             Randy C.Martin            Chief Financial Officer 
                                                       (Principal Financial and
                                                       Accounting Officer)

January 10, 1997             /S/ Thomas L. Cassidy     Director
                             Thomas L. Cassidy*

January  10, 1997            /S/ W. R. Clerihue        Chairman of the Board and
                             W. R. Clerihue*           Director

January 10, 1997             /S/ Francis J. Eaton      Director
                             Francis J. Eaton*

January 10, 1997             /S/ Jackson W. Robinson   Director
                             Jackson W. Robinson*

January 10, 1997             /S/ Rodney H. Sellers     Director
                             Rodney H. Sellers*

* 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
10k - page 15


                 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 1996
Annual Report to Shareholders incorporated by reference in this Form  10-K,
and  have issued our report thereon dated December 6, 1996.  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.


ARTHUR ANDERSEN LLP

St. Louis, Missouri
December 6, 1996

10k - page F-1



                   SPARTECH CORPORATION AND SUBSIDIARIES
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                FOR FISCAL YEARS ENDED 1994, 1995 AND 1996
                          (Dollars in thousands)
                                     
                                                                
                                ADDITIONS AND                   
                   BALANCE AT     CHARGES TO               BALANCE AT
                    BEGINNING     COSTS AND                  END OF
   DESCRIPTION      OF PERIOD      EXPENSES    WRITE-OFFS    PERIOD
                                                                
October 29, 1994:                                               
   Allowance for    $  1,044      $   1,477     $ (1,106)   $  1,415
      Doubtful
    Accounts
        
                                                                
October 28, 1995:                                               
   Allowance for    $   1,415     $      840    $   (663)   $  1,592
      Doubtful
    Accounts
                                                                
November 2, 1996:                                               
   Allowance for    $  1,592      $     578     $  (224)    $  1,946
      Doubtful
   Accounts


    Fiscal  year  1994,  1995, and 1996 additions  and  write-offs  include
activity  relating  to the acquisition of  certain of  the  businesses  and
assets  of  Product  Components,  Inc., Pawnee  Industries,  Inc.,  Portage
Industries Corporation, and Hamelin Group, Inc., in February 1994, November
1994, May 1996, and September 1996, respectively.

10k - page F-2