21

                       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 30, 1999


                          Commission file number 1-5911

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

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


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

Registrant's telephone number, including area code:              (314) 721-4242
Securities registered pursuant to Section 12(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 $432,940,512 on December 31, 1999.

There were 27,385,677 total shares of common stock outstanding as of December
31, 1999.

                       Documents incorporated by reference
   1)  Portions of the 1999 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV.
   2)  Portions of the Definitive Proxy Statement for the 2000 Annual Meeting of
   Shareholders are incorporated                                         by
   reference into Part III.
                                     PART I

Item 1.   BUSINESS

General

   Spartech  Corporation,  together with its subsidiaries,  is  an  intermediary
processor  of  thermoplastics.  The Company converts base polymers,  or  resins,
from  commodity  suppliers  into extruded plastic  sheet  and  rollstock,  color
concentrates  and  blended  resin compounds, and injection  molded  and  profile
extruded  products.  The  Company's products are sold  to  over  5,400  original
equipment manufacturers and other customers in a wide range of end markets.  The
Company  operates 42 production facilities in North America and one  in  Europe,
and  is  organized  into  three  reportable  segments,  based  on  the  products
manufactured:  Extruded  Sheet & Rollstock; Color  &  Specialty  Compounds;  and
Molded & Profile Products.

 Extruded  Sheet  & Rollstock sells its products to various manufacturers  who
 use  plastic components in their industrial products.  The Company's extruded
 sheet   and   rollstock  is  utilized  in  several  end   markets   including
 transportation,  food/medical packaging, building & construction,  recreation
 &  leisure,  and  sign/advertising.  The Company is North  America's  largest
 extruder   of  custom  rigid  plastic  sheet  and  rollstock,  operating   21
 facilities in the United States and Canada under the name Spartech Plastics.

 Color  & Specialty Compounds sells custom designed plastic alloys, compounds,
 color  concentrates, and calendered film for utilization by a large group  of
 manufacturing customers servicing the packaging, transportation,  electronics
 &  appliances,  building & construction and other end markets.   The  Company
 produces  and distributes these products from 14 facilities under  the  names
 Spartech  Polycom, Spartech Color, and Spartech Vy-Cal in the United  States,
 Canada and France.

 Molded  &  Profile  Products  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, (3) water purification system components,
 and  (4)  profile extruded products for a variety of industries.  The Company
 manufactures  these  molded and profile products from  8  facilities  in  the
 United  States  and Canada under the names Spartech Industries  and  Spartech
 Profiles.

   The Company's principal executive office is located at 120 S. Central Avenue,
Suite 1700, Clayton, Missouri 63105-1705, telephone (314) 721-4242.  The Company
was  incorporated in the State of Delaware in 1968, succeeding a business  which
had commenced operations in 1960.

Industry Overview

  The  Society  of  Plastics Industry estimates that the U.S. plastics  industry
produced  over  91 billion pounds of plastic in 1998 and grew at a  6%  compound
annual  growth rate from 1993 to 1998, due partly to the continuing substitution
of  plastics for traditional materials such as metal, fiberglass and  wood.  The
intermediary processor segment of the plastics industry is fragmented, with over
2,000 plastic processing companies that generally operate in one or more of  the
following areas:
      Sheet and film extrusion,
      Specialty compounding,
      Color concentrates,
      Pipe, profile and tube extrusion,
      Injection molding,
      Thermoforming,
      Blow molding, and
      Rotational molding.
   Each  of these processing methods involves different production capabilities,
operating  costs  and  equipment, and requires  a  different  level  of  capital
expenditure  and  operating  expertise.  A  large  percentage  of  the  plastics
processing  industry in the United States is represented by  small  to  mid-size
regional operations that generate less than $50 million in annual sales and  the
industry is continuing to undergo consolidation.  Current trends contributing to
this consolidation, include:
      Greater focus on management transition issues by plastics entrepreneurs;

      The potential to achieve economies of scale;

       Increased  capital  and  technical capabilities  necessary  to  increase
     production efficiencies and expand capacity; and

      Customers seeking to deal with fewer suppliers.

  Due to the size and breadth of our operations, the Company believes it is well
positioned  to  increase  its  business through new  product  developments,  the
continuing  substitution  of  thermoplastics for  wood,  metal,  and  fiberglass
applications,  and selective acquisitions.  The Company calls its  new  products
Alloy  Plastics,  and  the  substitution  process  Product  Transformations  and
additional  information on these items is covered under the Operating  Philosphy
section that follows below.  Acquisitions completed over the last five years are
summarized below:

Date
Acquired            Business Acquired             Products / Segments
May 1996            Portage Industries            Extruded Sheet & Rollstock
September 1996      Hamelin Group                 Extruded Sheet & Rollstock,
                                                  Color Concentrates, and Molded
Products
August 1997         Preferred Plastic Sheet       Extruded Sheet & Rollstock and
                      Division of Echlin Inc.       Profile Products
March 1998          Polycom Huntsman, Inc.        Specialty Compounds
April 1998          Prismaplast Canada, Ltd.      Color Concentrates
October 1998        Anjac-Doran Plastics, Inc.    Profile Products
January 1999        Lustro Plastics, Company,     Extruded Sheet & Rollstock
                      L.L.C.
May 1999            Alltrista Plastic Packaging   Extruded Sheet & Rollstock
                      Company Division of
                      Alltrista Corporation
October 1999        Accura Molding Company Ltd.   Injection Molded Products
October 1999        OS Plastics, Division of      Extruded Sheet & Rollstock
                       Innocan Capital Inc.
October 1999        Geoplast PVC Division of RAE  Profile Products
                       Capital Corp

   Further information with respect to Spartech's recent acquisition activity is
set forth in Note (2) to the Consolidated Financial Statements on page 23 of the
1999 Annual Report to Shareholders, attached as Exhibit 13.

Operating Philosophy

   Spartech introduced its current strategic vision in the early 1990's, as  the
Company  began  to  capitalize on its core manufacturing competencies  and  take
advantage  of  the growth opportunities in the consolidating plastics  industry.
Today, our "Focused Growth" and "Continuous Improvement" strategies support  our
commitment  to  generate value for our customers, shareholders,  and  employees.
SPARTECH's "Four Cornerstones for Volume Growth" initiatives continue to provide
a  strong foundation for our Focused Growth strategy.  In early fiscal 1999, the
Company introduced SPARTECH's "Pyramids of Productivity" initiative and has  now
expanded  its  "Continuous Improvement" strategy to include three  "Pyramids  of
Performance."

Focused  Growth Strategy--Spartech's volume growth strategy, initiated in  1991,
is  known  as  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.  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 position in the plastics
     intermediary
     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 or market penetration; and
     (iii)
     provide operational synergies in purchasing, production and customer
     service.

      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 custom 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 power tool 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.  Penetration of
     plastics into  the  appliance  & electronics, automotive, building  &
     construction, recreation  &  leisure,  and  packaging markets  continues
     to  expand  the opportunities for Product Transformations.

      Alloy Plastics.  The Company aggressively develops new proprietary
     products that combine advanced-engineered thermoplastic compounds and
     additives with new manufacturing techniques implemented by experienced
     operating personnel, which we call "Alloy Plastics".  Alloy Plastics
     represent advancements in formulation and production technologies, such as
     the ability to extrude new products that
     combine the virtues of several polymers into a single sheet or to create
     new specialty compounds by adding 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.

Continuous  Improvement  Strategy--Spartech's Continuous  Improvement  strategy,
under  the  Company's Pyramids of Performance initiatives, focuses  Spartech  on
consistent  improvement  in production efficiency, communication,  and  service.
The three components of this strategy are:



        Pyramid  of  Productivity.   Combines  Supply  Chain  Management,  Lean
     Manufacturing, and Results-Driven Communication efforts to enhance earnings
     through continuous improvements at each of our 43 operations.  Over 80
     cross- functional teams throughout all our facilities work on generating
     productivity improvements,  eliminating  waste,  and identifying  process
     efficiencies.  Annually, the Company recognizes our three best "Champion
     Teams" at our Annual Awards Meeting.

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

       Pyramid  of Service.  Builds upon our efforts to consistently  meet  and
    exceed customer expectations for quality, service, and cost.  Our Total
    Customer Satisfaction program emphasizes our commitment to enhance our rapid
    response and competitive pricing to each of our five thousand-plus
    customers.  These efforts are coordinated with our Total Transaction Quality
    and Growth Through  Training programs to enhance our partnerships with
    customers.


Operating Segments

Extruded  Sheet  & Rollstock--Net  sales and operating earnings  (consisting  of
earnings  before  interest, taxes and corporate operations/allocations)  of  the
Extruded Sheet & Rollstock segment for fiscal years 1999, 1998, and 1997 were as
follows:
                                      Fiscal Year
                                 (Dollars in millions)
                              1999        1998       1997
     Net Sales              $494.1       $455.1    $375.8
     Operating Earnings      $57.6        $50.5     $39.6

      Products.  This segment, which operates under the name Spartech Plastics,
     processes a variety of materials into single and multilayer sheets or
     rollstock on a custom basis for end product manufacturers.  The segment's
     extruded sheet and  rollstock is utilized in several end markets including
     transportation, building & construction, packaging, recreation and sign/
     advertising.  Most of the segment's customers thermoform, cut, and trim
     their plastic sheet for these various end uses.

       New  Product  Development.  This segment is  actively  involved  in  the
     development  of Alloy Plastics.  These products are engineered  sheets  and
     rollstock using multiple layers of materials, often of different plastics
     and often using proprietary mixtures of plastic compounds. They offer end-
     product manufacturers  a  variety  of  solutions to  design  high
     performance  and environmentally-friendly products with cost effective
     benefits. The Company currently offers 15 alloy plastics, five of which
     were introduced in April 1999.

      Manufacturing and Production.  This segment operates 21 facilities in
     North America. The principal raw materials used in manufacturing extruded
     sheet  and rollstock are plastic resins in pellet form. The Company
     extrudes a wide variety of   plastic  resins,  including  ABS
     (acrylonitrile  butadiene  styrene), polycarbonate,  polypropylene,
     acrylic, PET (polyethylene  terephthalate), polystyrene, polyethylene, PVC
     (polyvinyl chloride), and PETG (polyethylene terephthalate glycol).


     The  Company  produces plastic sheet and rollstock of up  to  seven  layers
     using  a  multi-extrusion process. This process combines the  materials  in
     distinct  layers  as  they are extruded through  a  die  into  sheet  form,
     providing improved and sometimes unique properties compared to single layer
     extrusions.  More  than half of our plastic sheet is  produced  using  this
     multi-extrusion process. The remainder is produced in a single layer  using
     conventional extrusion processes. In some cases, the Company  will  coat  a
     plastic   sheet   or  laminate  sheets  together  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 production
     facility.  This is due to 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 extruded sheet and rollstock products principally through
     our  own  sales force, but also uses a limited number of independent  sales
     representatives.  During 1999, the Company sold products  of  the  Extruded
     Sheet  &  Rollstock  segment  to over 3,100 customers,  including  Sub-Zero
     Freezer  Company,  John  Deere  &  Company,  Jacuzzi  Incorporated,   Igloo
     Corporation, and Fleetwood Enterprises, Inc.


Color  &  Specialty Compounds--Net  sales and operating earnings (consisting  of
earnings  before  interest, taxes and corporate operations/allocations)  of  the
Color  & Specialty Compounds segment for fiscal years 1999, 1998, and 1997  were
as follows:
                                   Fiscal Year
                                 (Dollars in millions)
                              1999          1998        1997
     Net Sales              $217.6        $158.2       $84.0
     Operating Earnings      $28.6         $18.1        $7.1

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

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

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

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

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

       New  Product  Development.   This segment has  well-equipped  laboratory
     facilities, particularly the Spartech Polycom Technical Center  in  Donora,
     Pennsylvania. These laboratories operate testing and simulated end-use
     process equipment as well as small scale versions of our production
     equipment to ensure accurate  scale-up from development to production. The
     Company creates new specialty compounds by adding reinforcements and other
     additives to the base resins, in order to offer end-product manufacturers a
     variety of solutions for the design of high-performance and environmentally
     friendly products on a cost- efficient  basis. In addition to compounding
     technology,  the segment  has developed enhanced capabilities to produce
     color concentrates and additives.

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

      Marketing, Sales and Distribution.  The Company generates most of the
     Color & Specialty Compounds segment's sales in the United States and Canada
     but also sells  to  customers in Europe and Mexico. The Company sells the
     segment's products principally through our own sales force, but also uses
     independent sales representatives. During 1999, the Company sold products
     of the Color & Specialty Compounds segment to over 2,300 customers,
     including The Black & Decker Corporation, DaimlerChrysler Corporation,
     First Brands Corporation and Tenneco Inc.


Molded  &  Profile  Products--Net sales and operating  earnings  (consisting  of
earnings  before interest, taxes, and corporate operations/allocations)  of  the
Molded  and  Profile Products segment for fiscal 1999, 1998, and  1997  were  as
follows:
                                   Fiscal Year
                                 (Dollars in millions)
                              1999          1998        1997
     Net Sales               $56.2         $40.6      $ 42.9
     Operating Earnings       $7.8          $5.7       $ 5.9

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

    --       Spartech  Industries  produces thin-walled,  printed  plastic  food
       packaging and industrial containers for a large group of dairy, deli  and
       industrial  supply companies; plastic tire and wheel assemblies  for  the
       lawn   and   garden,  refuse  container  and  toy  markets;   and   water
       purification systems for Brita.

         Spartech Profiles manufactures products for various industries,
       including the bedding and construction markets.

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

  "     Manufacturing and Production.  This segment operates eight manufacturing
       facilities  in  North  America. The principal raw  materials  used  in
       our manufacturing of molded and profile products are polyethylene,
       polypropylene and PVC.  Products  are  produced either through injection
       molding  or  profile extrusion.

  "     Marketing,  Sales  and Distribution.  Spartech Industries  -  Thin  Wall
Containers markets most of its products to customers located in North America,
as well as the Caribbean. Spartech Industries - Custom Engineered Wheels markets
its products throughout North America.  Spartech Industries - Custom Molded
Products sells water purification systems and various custom molded products
throughout North America.  Spartech Profiles markets its custom profile products
throughout North America.  The Company sells the segment's products principally
through our own sales force, but also uses independent sales representatives.
During 1999, the Company sold products of the Molded & Profile Products segment
to approximately 1,100 customers, including MTD Products, Dannon Company, Select
Comfort Corporation, The Toro Company and Waste Management, Inc.

Pending Acquisition

   On December 27, 1999, Spartech announced that it entered into an agreement to
acquire  substantially all of the assets of High Performance Plastics,  Inc.,  a
wholly-owned  subsidiary of Uniroyal Technology Corporation (Nasdaq  NMS:  UTCI)
and  a  well-established manufacturer of proprietary plastic products  based  in
South  Bend, Indiana with sales of approximately $130 million. HPP, through  its
two  operating  divisions--Polycast (cell cast acrylic) and  Royalite  (extruded
thermoplastic sheet)--will significantly expand Spartech's product offerings  to
customers,  increase  production capacity through nine additional  manufacturing
plants located throughout North America, and broaden the Company's technical and
marketing  expertise  in  serving several new growth  industries  for  Spartech.
Currently over 75% of HPP's sales are derived from products or markets in  which
Spartech has not previously competed.

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.
The  Company seeks to maintain operating margins by matching cost increases with
corresponding price increases and have generally been successful  in  doing  so.
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  the
foreseeable future.

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 processing segments 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 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 manufacture consistently to required quality levels, meet  demanding
delivery  times,  exercise  skill  in  raw  material  purchasing,  and   achieve
production  efficiencies  to  process  the  products  profitably.   The  Company
believes it is competitive in each of these key areas.

Backlog

    The  Company  estimates that the total dollar volume of its  backlog  as  of
October 30, 1999 and October 31, 1998 was approximately $75.6 million and  $66.5
million,  respectively, which represents approximately five weeks of  production
for each year.

Employees

   The Company's total employment approximates 3,350. There are 2,800 production
personnel  at the Company's 43 facilities, approximately 27% 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  2000  to
comply  with  any  applicable regulations.  The Company is subject  to  federal,
state, local and non-U.S. laws and regulations governing the quantity of certain
specified  substances  that  may  be  emitted  into  the  air,  discharged  into
interstate  and  intrastate waters, and otherwise disposed of  on  and  off  the
properties   of   the  Company.   The  Company  has  not  incurred   significant
expenditures  in  order to comply with such laws and regulations,  nor  does  it
anticipate continued compliance 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 France -- is located in Note (13)  to  the
Consolidated  Financial  Statements on page 29 of  the  1999  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 modified substantially all of its computer systems to be Year
2000  compliant.   The  Company has not incurred and  does  not  anticipate  any
significant costs, problems, or uncertainties associated with operating its Year
2000 compliant systems.  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 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
3,462,500  square feet of space.  Approximately 1,424,000 square feet  of  plant
and office space is leased with the remaining 2,038,500 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/Leas
                                   Feet            ed
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
Evanston, IL    Extrusion plant &  135,000         Leased
                offices
Greenville, OH  Extrusion plant &  60,000          Owned
                offices
                                   10,000          Leased
Greensboro, GA  Extrusion plant &  42,000          Owned
                offices
                                   10,000          Leased
La Mirada, CA   Extrusion plant &  98,000          Leased
                offices
Mankato, MN     Extrusion plant &  36,000          Owned
                offices
                                   54,000          Leased
McMinnville,    Extrusion plant &  40,000          Owned
OR              offices
McPherson, KS   Extrusion plant    102,000         Owned
                & offices
Muncie, IN      Extrusion plant    201,500         Owned
                & offices
Oxnard, CA      Extrusion plant    73,000          Leased
                & offices
Paulding, OH    Extrusion plant    68,000          Owned
                & offices
                                   20,000          Leased
Portage, WI     Extrusion plant &  118,000         Owned
                offices
                                   54,000          Leased
Richmond, IN    Extrusion plant &  52,000          Owned
                offices
                                   29,000          Leased
Taylorville,    Extrusion plant &  40,000          Owned
IL              offices
Wichita, KS     Extrusion plant &  63,000          Owned
                offices
                                   128,000         Leased
Cornwall #1,    Extrusion plant &  38,000          Leased
Ontario         offices
Cornwall #2,    Extrusion plant &  64,000          Leased
Ontario         offices
Granby, Quebec  Extrusion plant &  75,000          Owned
                offices
                                   10,000          Leased
                                   1,948,500

Color & Specialty Compounds

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

                                      979,000

Molded & Profile Products

Location        Description           Size in        Owned/Lease
                                      Square Feet    d
El Monte, CA    Profile plant &       63,000         Leased
                offices
Greensboro, GA  Profile plant         -*
McPherson, KS   Profile plant         -*
Warsaw, IN      Injection molding     41,000         Owned
                plant & offices
                                      28,000         Leased
Brampton,       Injection molding     100,000        Leased
Ontario         plant & offices
Cookshire,      Injection molding     140,000        Owned
Quebec          plant & offices
Toronto,        Injection molding     73,000         Leased
Ontario         plant & offices
Winnipeg,       Profile plant &       50,000         Owned
Manitoba        offices
                                      11,000         Leased
                                      506,000

             *Profile production conducted in same facility as the Extruded
Sheet & Rollstock plant noted above.

   In addition, the Company leases office facilities for its headquarters in St.
Louis,  Missouri  and  for  administrative  offices  in  Montreal,  Quebec   and
Washington, Pennsylvania, the aggregate square footage of which is approximately
29,000.

    The  plants located at the premises listed above are equipped with 104 sheet
extrusion  lines, 79 of which run multi-layered materials, 40 profile  extrusion
lines,  40  general compounding lines, 19 color compounding lines, 97  injection
molding machines, 20 printing machines, a calendering line, cutting and grinding
machinery,   resin   storage  facilities,  warehouse  equipment,   and   quality
laboratories at all locations.  The Company believes that its present facilities
along  with anticipated capital expenditures (estimated to be approximately  $25
million  in  fiscal 2000) are adequate for the level of business anticipated  in
fiscal 2000.


Item 3.   LEGAL PROCEEDINGS

    The  Company  is  subject  to various claims, lawsuits,  and  administrative
proceedings  arising  in  the  ordinary  course  of  business  with  respect  to
commercial,  product liability, employment and other matters, several  of  which
claim substantial amounts of damages.  While it is not possible to estimate with
certainty  the  ultimate legal and financial liability  with  respect  to  these
claims,  lawsuits and administrative proceedings, the Company believes that  the
outcome  of  these  matters  will  not have a material  adverse  effect  on  the
Company's  financial position or results of operations.  The  Company  currently
has no material 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 30, 1999.


                                     PART II

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

    The information on page 31 and 34 of the 1999 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 34 present the cash  dividends
declared  in fiscal 1998 consisting of four quarterly payments at six cents  per
share  and  the  cash  dividends  declared in fiscal  1999  consisting  of  four
quarterly payments at seven cents per share.   On December 7, 1999, the  Company
declared a dividend of eight and one-half cents per share payable on January 19,
2000.   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  31 of the 1999 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 14, 15, 16, and 17 of the 1999 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 description of the Company's  business  in
Item  1 and legal proceedings in Item 3, and include statements in "Management's
Discussion and Analysis," incorporated herein by reference, about 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 29 of the
1999  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  2000
Annual  Meeting  of Shareholders, to be filed with the Commission  on  or  about
January 21, 2000, 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       51     Chairman of the Board (March
                                 1999), President (April
                                 1987), Chief Executive
                                 Officer (October 1991), and
                                 Director (February 1984)
David B. Mueller          46     Executive Vice President and
                                 Chief Operating Officer (May
                                 1996), Secretary (October
                                 1991),  and Director (March
                                 1994)
Daniel J. Yoder           58     Vice President of Materials
                                 (September 1998) and
                                 Technology (May 1990)
Randy C. Martin           37     Vice President-Finance and
                                 Chief Financial Officer (May
                                 1996)
David G. Pocost           38     Vice President of Engineering
                                 (September 1998), Quality and
                                 MIS (December 1996)
Jeffrey D. Fisher         51     Vice President and General
                                 Counsel (July 1999)

    Mr. Buechler, a CPA, was with Arthur Andersen LLP 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.
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 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.

    Mr. Fisher, an attorney, was with the law firm of Armstrong Teasdale LLP for
24  years,  the last 17 years as a partner, before joining the Company  in  July
1999.

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  2000 Annual Meeting of Shareholders to be filed with the Commission  on  or
about  January 21, 2000 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 2000 Annual Meeting of Shareholders  to  be
filed with the Commission on or about January 21, 2000 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  2000 Annual Meeting of Shareholders to be  filed  with  the
Commission  on or about January 21, 2000 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  1999  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           30

Financial Statements

Consolidated Balance Sheet                           -             18

Consolidated Statement of Operations                 -             19

Consolidated Statement of Shareholders' Equity       -             20

Consolidated Statement of Cash Flows                 -             21

Notes To Consolidated Financial Statements           -            22-29

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  (1)         Asset Purchase and Sale Agreement between Spartech Corporation;
Polycom
         Huntsman, Inc., and Spartech Polycom, Inc. dated March 31, 1998
 3(A)(2)  Restated Certificate of Incorporation
 3(B)(3)  Amended and Restated By-Laws
10(A)    Amended and Restated Employment Agreement dated as of November 1, 1999,
         between Bradley B. Buechler and Spartech Corporation
10(B)    Amended and Restated Employment Agreement dated as of November 1, 1999,
         between David B. Mueller and Spartech Corporation
10(C)(3)   Employment Agreement dated June 30, 1998, between Daniel J. Yoder and
        Spartech Corporation
10(D)(4)   Spartech Corporation Incentive Stock Option Plan dated July 26,  1991
          as amended November 1, 1997
10(E)(5)  Spartech Corporation Amended and Restated Restricted Stock Option Plan
10(F)(6)  Employment Agreement  between Jeffrey D. Fisher and Spartech
         Corporation dated  April 30, 1999
10(G)    Employment Agreement  between Randy C. Martin and Spartech Corporation
         dated as of January 1, 2000
10(H)    Employment Agreement  between David G. Pocost and Spartech Corporation
          dated as of January 1, 2000
11       Statement re Computation of Per Share Earnings
13       Pages 14 through 31 and 34 of 1999 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 March 31,  1998
       filed with the Commission
      on April 14, 1998 and incorporated herein by reference.

   (2)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.

   (3)Filed  as an exhibit to the Company's annual report on Form 10-K  for
       the  fiscal  year ended October 31, 1998, filed with the  Commission
       on January 7, 1999 and incorporated herein by reference.

   (4)Filed  as  an exhibit to the Company's Form S-8 (File No. 333-60381),
       filed  with the Commission on July 31, 1998 and incorporated  herein
       by reference.

   (5)Filed  as  an  exhibit to the Company's Form 8-K filed with the Commission
       on
      December 6, 1999 and incorporated herein by reference.

   (6)Filed  as  an exhibit to the Company's quarterly report on Form  10-Q  for
       the quarter ended
      July  31,  1999,  filed  with  the  Commission  on  August  31,  1999  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 December 6, 1999 announcing  that  effective
 September  9,  1999, the Board of Directors of the registrant approved  certain
 amendments  to  the  registrant's  Restricted  Stock  Option  Plan,  originally
 adopted  in  1991.   The  amendments to the Plan permit  certain  transfers  of
 options  issued pursuant to the Plan, and expand in certain respects the  types
 of  consideration which may be paid to exercise the options and pay withholding
 taxes due upon exercise.  No financial statements were required to be filed  in
 the Form 8-K.

     A  Form  8-K  was  filed  on December 9, 1999 announcing  the  fiscal  1999
 operating  results  and outlook for fiscal 2000. No financial  statements  were
 required to be filed in the Form 8-K.

     A Form 8-K was filed on December 28, 1999 announcing an agreement to
acquire substantially all of the assets of High Performance Plastics, Inc. No
financial statements were required to be filed in the Form 8-K.

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, 2000                             By: /s/Bradley B. Buechler
  (Date)                                        Bradley B. Buechler
                                                Chairman, President and Chief
                                                Executive Officer

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

   DATE                    SIGNATURES                               TITLE


January 10, 2000         /s/Bradley B. Buechler   Chairman, President, Chief
                         Bradley B. Buechler      Executive Officer, and
                                                  Director
                                                  (Principal Executive Officer)

January 10, 2000         /s/David B. Mueller      Executive Vice President,
                         David B. Mueller         Chief Operating Officer, and
                                                  Director

January 10, 2000         /s/ Randy C. Martin      Vice President-Finance
                         Randy C. Martin          and Chief Financial Officer
                                                  (Principal Financial and
                                                   Accounting Officer)

January 10, 2000         /S/ Ralph B. Andy        Director
                         Ralph B. Andy*

January 10, 2000         /S/ Thomas L. Cassidy    Director
                         Thomas L. Cassidy*

January 10, 2000         /S/ W. R. Clerihue       Director
                         W. R. Clerihue*

January 10, 2000         /S/John R. Kennedy       Director
                         John R. Kennedy*

January 10, 2000         /S/ Calvin J. O'Connor   Director
                         Calvin J. O'Connor*

January 10, 2000         /S/ Jackson W. Robinson  Director
                         Jackson W. Robinson*
January 10, 2000         /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  are  filed
  herewith.


                                                  /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 1999 Annual  Report  to
Shareholders  incorporated by reference in this Form 10-K, and have  issued  our
report  thereon dated December 7, 1999.  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 7, 1999


                                       F-1



<TABLE>


                      SPARTECH CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                   FOR FISCAL YEARS ENDED 1999, 1998, AND 1997
                             (Dollars in thousands)
<CAPTION>



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

October 30,
1999:               $  2,430       $     1,467     $  (881)     $  3,016
Allowance for
Doubtful
Accounts

October 31,
1998:               $  2,212       $     1,912    $  (1,694)    $  2,430
Allowance for
Doubtful
Accounts

November 1,
1997:               $  1,946        $     985      $  (719)     $  2,212
Allowance for
Doubtful
Accounts



    Fiscal  year 1997, 1998, and 1999 additions and write-offs include  activity
relating  to  the  acquisition of certain of the businesses and  assets  of  the
Preferred  Plastic  Sheet  Division  of Echlin  Inc.  in  August  1997,  Polycom
Huntsman, Inc. in March 1998, Prismaplast Canada Ltd. in April 1998, Anjac-Doron
Plastics,  Inc.  in  October 1998, Lustro Plastics, Company, L.L.C.  in  January
1999,  Alltrista Plastic Packaging Company Division of Alltrista Corporation  in
May  1999, Accura Molding Company Ltd. in October 1999, OS Plastics Division  of
Innocan  Capital Inc. in October 1999, and Geoplast PVC Division of RAE  Capital
Corp. in October 1999.







                                       F-2


</TABLE>