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

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

                For the fiscal year ended November 2, 2002


                       Commission file number 1-5911

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

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

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

Registrant's telephone number, including area code:    (314) 721-4242
Securities registered pursuant to Section 12(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 $469,163,561 on December 31, 2002.

There were 29,246,204 total shares of common stock outstanding as of
December 31, 2002.

                    Documents incorporated by reference
   1)  Portions of the 2002 Annual Report to Shareholders are incorporated
by reference into Parts I, II and IV.
   2)  Portions of the Definitive Proxy Statement for the 2003 Annual
   Meeting of Shareholders are incorporated by reference into Part III.

                                PART I

Item 1.   BUSINESS

General

    Spartech   Corporation   ("The  Company"),   together   with   its
subsidiaries,  is  an  intermediary processor of thermoplastics.   The
Company  converts  base polymers, or resins, from commodity  suppliers
into  extruded  plastic sheet and rollstock, acrylic  products,  color
concentrates  and  blended resin compounds, and injection  molded  and
profile  extruded products. The Company's products are  sold  to  over
7,000  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: Custom  Sheet
&  Rollstock;  Color  &  Specialty Compounds;  and  Molded  &  Profile
Products.

 Custom   Sheet   &   Rollstock  sells  its  products   to   various
 manufacturers  who  use  plastic  components  in  their  industrial
 products.  The Company's custom sheet and rollstock is utilized  in
 several end markets including food/medical packaging, signs,  spas,
 bathtubs  &  shower  surrounds, burial vault liners,  automotive  &
 recreational   vehicle  components,  airplanes,   boats,   security
 windows,   and  refrigerators.   The  Company  is  North  America's
 largest  extruder  of  custom rigid plastic  sheet  and  rollstock,
 operating  23 facilities in the United States and Canada under  the
 names Spartech Plastics and Spartech Polycast.

 Color  &  Specialty Compounds sells custom designed plastic alloys,
 compounds,  color concentrates and calendered film for  utilization
 by  a  large group of manufacturing customers servicing the food  &
 medical  packaging,  automotive equipment, consumer  electronics  &
 appliances,  roofing, lawn & garden equipment,  wallcoverings,  and
 other  end  markets.   The Company produces and  distributes  these
 products  from  13  facilities under the  names  Spartech  Polycom,
 Spartech  Color  and Spartech Vy-Cal in the United  States,  Canada
 and France.

 Molded  &  Profile  Products manufactures a number  of  proprietary
 items  including: thermoplastic tires and wheels for  the  medical,
 lawn  & garden, refuse container, and toy markets and window frames
 and  fencing  for  the building & construction market  as  well  as
 other   custom   profile  extruded  products  for  a   variety   of
 industries.   The  Company manufactures these  molded  and  profile
 products  from 7 facilities in the United States and  Canada  under
 the  names Spartech Industries, Spartech Profiles, Spartech Alshin,
 Spartech Townsend and Spartech Marine.


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

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

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

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

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

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

Competitive Strengths

     Our competitive strengths include:

  "    Market Position. According to the Plastics News Market Data Book,
     December 31, 2002, we are the largest producer of custom sheet and
     rollstock in North America, and we are one of the leading producers of
     color and specialty compounds in North America.

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

  "     Benefits  from Acquisitions. We have completed 12 acquisitions
     over  the  past five years. Our successful integration  of  these
     acquisitions into our business has enabled us to achieve synergies and
     operating leverage through:

     -    Centralized purchasing of raw materials and other cost synergies;
     -     Improved  resource  utilization  by  way  of  manufacturing
       optimization; and
     -    Greater absorption of fixed costs over an increased revenue base.

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

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

Diversified  Customer Base. We sell our products to  over  7,000
  customers  in a broad range of end markets, with no single  customer
  accounting for more than 2% of our 2002 sales. Our top 20  customers
  represented 23% of our 2001 sales. Based on our classification of end
  markets,  packaging  is  our largest single market,  accounting  for
  approximately 25% of our 2001 sales. The packaging market  generally
  experiences faster growth and less cyclicality than the other  major
  markets served by plastics processors.

249:    Geographic Presence.  Our 43 plants are strategically located in
  37  cities throughout the United States as well as in eastern Canada
  and France. The close proximity of our plants to our customers saves
  shipping costs and reduces delivery times.

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

Due to the size and breadth of our operations, 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 Philosophy section that  follows
on the next page.  Acquisitions completed over the last five years are
summarized below:


Date Acquired    Business Acquired              Products / Segments
August 1997      Preferred    Plastic     Sheet Extruded   Sheet    &
                 Division                       Rollstock
                    of Echlin Inc                      and    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    &
                 L.L.C.                         Rollstock
May 1999         Alltrista Plastic Packaging    Extruded Sheet &
                 Company                        Rollstock
                    Division of Alltrista
                 Corporation
October 1999     Accura Molding Company Ltd.    Injection Molded
                                                Products
October 1999     OS Plastics, Division of       Extruded Sheet &
                 Innocan                        Rollstock
                    Capital Inc.
October 1999     Geoplast PVC Division of RAE   Profile Products
                    Capital Corp.
February 2000    Uniroyal Technology            Extruded Sheet &
                 Corporation's                  Rollstock
                    High Performance Plastics     and Cell Cast
                                                Acrylic
October 2000     Alshin Tire Corporation        Injection Molded
                                                Products
June 2002        GWB Plastics Holding Co.       Color & Specialty
                                                Compounds

 In  November  2001  we acquired an 85.7% equity interest  in  X-Core,
 LLC,  a  manufacturer of injection molded wheels for  the  wheelchair
 and  bicycle markets, in exchange for a cash investment of up to $2.8
 million over the next four years.

       As  a  result of our acquisitions, we have been able to enhance
 our  market position, aggressively develop new and diverse  products,
 achieve  synergies  and  operating leverage,  expand  our  geographic
 presence  into  43  plants in 37 cities, and diversify  our  customer
 base,  all  of which help us to serve our customers better  by  being
 able  to  offer  them broader product capabilities while  being  more
 cost-competitive.

     Further information with respect to Spartech's recent acquisition
activity  is  set  forth  in  Note (2) to the  Consolidated  Financial
Statements  on  page  23  of the 2002 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.

Focused Growth Strategy-Spartech's volume growth strategy 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) or new
     markets  served;  (ii)  increase geographic  presence  or  market
     penetration; and (iii) provide operational synergies in purchasing,
     production and customer service.

  "      Product   Transformations.    Product   Transformations   are
     applications that result from the ongoing transition of  products
     previously manufactured from traditional materials (such as wood,
     metal  or  fiberglass) into higher performing and less  expensive
     recyclable thermoplastics.  Product Transformations are a key element
     of our internal growth. Since 1995, the Company has participated in
     over 250 Product Transformations.  In 2002, the Company had over 50
     new 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
     sheet  and rollstock, where the transformation process  has  been
     accelerating.   Sizable  metal, glass  and  fiberglass  specialty
     components  are being replaced by thermoplastics in  the  sign  &
     advertising and transportation markets.  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 fillers 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 continuous improvement in production  efficiency,
communication,  and training.  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 120 cross-functional teams throughout all our facilities work on
     generating  productivity  improvements,  eliminating  waste,  and
     identifying process efficiencies.  Annually, we recognize our five
     best "Champion Teams" at our Annual Awards Meeting.

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

  "    Pyramid of Training.  Builds upon our Total Transaction Quality
     and Total Customer Satisfaction programs to further develop properly
     motivated  and well-trained employees through our Growth  Through
     Training effort.  This training initiative is designed to support our
     Creating  Positive Change effort by strengthening  our  employees
     knowledge  and skills in (1) Business Fundamentals, (2)  Personal
     Development, (3) Process Improvement, and (4) Effective Management &
     Leadership.



In  addition  to  these  Focused  Growth  and  Continuous  Improvement
Strategies,  we recently implemented our Pillars of Leadership  effort
and  our  Creating Positive Change initiative.  Under our  Pillars  of
Leadership effort, we are training employees to be creative, decisive,
and motivational.  The Creating Positive Change initiative relied upon
these  skills  in implementing several distinct phases  during  fiscal
2000  and  2001  to  improve  certain  aspects  of  our  business  and
streamline our operations.  These three phases included the closing of
nine  operating  facilities,  the  sale  of  three  molded  &  profile
operating  plants, and S, G & A cost reduction measures.   We  believe
that  our  continuing Pillars of Leadership effort and our Pyramid  of
Productivity  teams  will drive additional improvements  and  positive
changes in our operations and production process.


Operating Segments

   The  Company operates its 43 production facilities in North America
and  Europe  in  three  segments: Custom Sheet &  Rollstock;  Color  &
Specialty Compounds; and Molded & Profile Products.

Custom  Sheet & Rollstock-Net sales and operating earnings (consisting
of  earnings before interest, taxes and corporate operations)  of  the
Custom Sheet & Rollstock segment for fiscal years 2002, 2001 and  2000
were as follows:

                                   Fiscal Year
                       2002             2001           2000
(Dollars      in
millions)
Net Sales             $600.5       $621.9         $639.6
Operating             $  62.3      $  66.6        $  74.8
Earnings

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

  "     New Product Development.  This segment is actively involved in
     the development of Alloy Plastics.  These products include engineered
     sheets and rollstock using multiple layers of materials, often of
     different plastics and often using proprietary mixtures of plastic
     compounds. They offer end-product manufacturers a variety of solutions
     to design high performance and environmentally-friendly products with
     cost effective benefits. The Company currently offers 35 such Alloy
     Plastics, eight of which were introduced in April 2002.

  "      Manufacturing  and  Production.   This  segment  operates  23
     facilities in North America. The principal raw materials used  in
     manufacturing 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).

     Spartech  Plastics produces extruded 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.

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

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

     The  Company  sells  sheet  and  rollstock  products  principally
     through  our own sales force, but also uses a limited  number  of
     independent sales representatives.  During 2002, the Company sold
     products  of the Custom Sheet & Rollstock segment to  over  3,500
     customers,  including  Sub-Zero Freezer Company,  The  Procter  &
     Gamble Company, Jacuzzi Incorporated, Igloo Corporation, Textron,
     Inc. and Hormel Foods.

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


Color   &   Specialty  Compounds-Net   sales  and  operating  earnings
(consisting   of  earnings  before  interest,  taxes   and   corporate
operations)  of  the  Color & Specialty Compounds segment  for  fiscal
years 2002, 2001 and 2000 were as follows:

                                      Fiscal Year
                       2002              2001              2000
(Dollars      in
millions)
Net Sales             $235.7            $227.8            $249.0
Operating             $  25.7           $  24.8           $  30.8
Earnings

  "    Products - The Color & Specialty Compounds segment manufactures
     color concentrates, proprietary or custom-designed plastic compounds,
     and calendered film for a large group of manufacturing customers who
     produce consumer appliance components, lawn and garden equipment, food
     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 calender, 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
     fillers and other additives to the base resins, in order to offer end-
     product manufacturers a variety of solutions for the design of high-
     performance and environmentally-friendly products on a cost-efficient
     basis.  In  addition to compounding technology, the  segment  has
     developed enhanced capabilities to produce color concentrates and
     additives.   The  ReinForce GRPP (glass-reinforced polypropylene)
     product introduced in 2001 was the first new product of the Color &
     Specialty Compound group that was marketed as an Alloy Plastic.

  "      Manufacturing  and  Production.   This  segment  operates  13
     manufacturing facilities in North America and one in Europe.  The
     principal  raw materials used in manufacturing specialty  plastic
     compounds and color concentrates are plastic resins in powder and
     pellet form, primarily polypropylene, polyethylene, polystyrene, ABS,
     TPO's, and PVC. 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 normally fed into an extruder and
     formed into pellets.

  "    Marketing, Sales and Distribution.  The Company generates most of
     the Color & Specialty Compounds segment's sales in the United States
     and  Canada but also sells to customers in Europe and Mexico. The
     Company sells the segment's products principally through our own sales
     force, but also uses independent sales representatives. During 2002,
     the Company sold products of the Color & Specialty Compounds segment
     to   over  2,100  customers,  including  the  Solo  Cup  Company,
     DaimlerChrysler, Igloo Corporation and Pactiv Corporation.

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


Molded & Profile Products-Net sales and operating earnings (consisting
of  earnings before interest, taxes, and corporate operations) of  the
Molded  and  Profile Products segment for fiscal 2002, 2001  and  2000
were as follows:

                                      Fiscal Year
                       2002              2001              2000
   (Dollars   in
millions)
Net Sales              $62.1             $87.4             $99.0
Operating             $  3.5            $  8.6            $ 12.3
Earnings

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

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

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

          Spartech  Marine specializes in the fabrication  of  acrylic
       products used in high end marine applications.

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

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

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

  "     Marketing,  Sales and Distribution. Spartech Industries-Custom
     Engineered Wheels operations market their products throughout North
     America.   Spartech Profiles markets its custom profile  products
     throughout North America.  Spartech Marine markets its fabricated
     acrylic products throughout North America.  Spartech Townsend markets
     its acrylic rods and tubes throughout North America.  The Company
     sells the segment's products principally through our own sales force,
     but  also  uses  independent sales representatives and  wholesale
     distributors.  During 2002, the Company sold products of the Molded &
     Profile Products segment to approximately 1,400 customers, including
     MTD Products, Honda, Invacare and Brentwood Industries.

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




Raw Materials

    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 has 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.  Variability  in
pricing and changes in supply and demand of particular resins  at  any
given time are risks that the Company has to manage in maintaining its
operating profitability.

   The Company manages our principal purchasing contracts through our
corporate headquarters in St. Louis in order to realize the benefits
of volume purchasing and centralized management of the effects of
supplier price changes to be a low-cost producer for our customers.
Since the Company is a custom manufacturer, we do not typically hedge
our purchases of materials, build little product for inventory, and
have a short backlog of orders at any point in time. The Company has
also implemented a centralized program to aggressively manage our
inventory levels.

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.

Backlog

    The  Company estimates that the total dollar volume of its backlog
as  of  November 2, 2002 and November 3, 2001 was approximately  $83.3
million    and   $69.6   million,   respectively,   which   represents
approximately  five weeks and four weeks of production  for  2002  and
2001, respectively.

Employees

    The Company's total employment approximates 3,475. There are 2,650
production personnel at the Company's 43 facilities, approximately 37%
of  whom  are union employees covered by several collective bargaining
agreements. The Company considers its employee relations to  be  good.
Management  personnel  total  approximately  825  supervisory/clerical
employees, none of whom are unionized.


Government Regulation and Environmental Matters

    The  Company is subject to various laws governing employee  safety
and  environmental matters.  The Company believes it  is  in  material
compliance   with  all  such  laws  and  does  not  anticipate   large
expenditures in fiscal 2003 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.   The ability to obtain  permits  in  order  to
conduct  our  business and the need to maintain the various  laws  and
regulations  related to our business are risks that  require  constant
monitoring from our operating managers.


International Operations

    Information  regarding  the  Company's  operations  in  its  three
geographic segments -- United States, Canada and Europe (France) -- is
located in Note (14) to the Consolidated Financial Statements on  page
32  of  the  2002  Annual Report to Shareholders, attached  hereto  as
Exhibit 13 and incorporated by reference.  The Company's Canadian  and
French  operations  may be affected periodically by foreign  political
and   economic  developments,  laws  and  regulations,  and   currency
fluctuations.
EXECUTIVE OFFICERS OF THE REGISTRANT

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

Name            Age   Current Office, and Prior Positions and
                      Employment
Bradley B.      54    Chairman of the Board (since March 1999),
Buechler              President (since 1987) and Chief
                      Executive Officer (since 1991).  Mr.
                      Buechler, a CPA, was with Arthur Andersen
                      LLP before the commencement of his
                      employment with the Company in 1981.
George A. Abd   39    Executive Vice President, Color &
                      Specialty Compounds (since September
                      2000); Vice President of Compounding for
                      the Company's Spartech Polycom Division
                      from March 1998 to September 2000.  Mr.
                      Abd held various positions with Polycom
                      Huntsman, Inc for eleven years prior to
                      its acquisition by the Company in March
                      1998.
Randy C. Martin 40    Executive Vice President (since September
                      2000) and Chief Financial Officer (since
                      May 1996); Corporate Controller from 1995
                      to May 1996; Vice President, Finance from
                      May 1996 to September 2000.  Mr. Martin,
                      a CPA and CMA, was with KPMG Peat Marwick
                      LLP for eleven years before joining the
                      Company in 1995.
David G. Pocost 41    Executive Vice President, Extruded Sheet
                      and Profile Products (since September
                      2000); Director of Quality &
                      Environmental Affairs from 1994 to
                      December 1996; Vice President, Quality &
                      MIS from December 1996 to September 1998,
                      and Vice President, Engineering, Quality
                      & MIS from September 1998 to September
                      2000.  Mr. Pocost was previously with
                      Moog Automotive as Division Quality
                      Assurance Manager and Senior Materials
                      Engineer for eight years.
Jeffrey D.      54    Vice President and General Counsel (since
Fisher                July 1999); and Secretary (since
                      September 2000).  Mr. Fisher, an
                      attorney, was with the law firm of
                      Armstrong Teasdale LLP for 24 years, the
                      last 17 years as a partner, before
                      joining the Company in July 1999.
Phillip M.      46    Vice President-Purchasing and Supply
Karig                 Chain Management (since September 2001),
                      Director of Purchasing from February 2000
                      to September 2001.  Mr. Karig was with
                      Uniroyal Technology Corporation for 12
                      years in various purchasing, logistics,
                      and materials management positions before
                      joining the Company in February 2000.
William F.      55    Vice President - National Sales Accounts
Phillips              (since December 2002), Director of
                      Marketing from July 1998 to December
                      2002.  Mr. Phillips also held various
                      sales management positions with the
                      Company from March 1989 to July 1998.
Jeffrey C.      32    Corporate Controller (since August 2000),
Blessing              Assistant Corporate Controller from
                      December 1998 to August 2000, Division
                      Controller Spartech Plastics - Central
                      Region from 1996 to 1998.  Mr. Blessing,
                      a CPA, also held various corporate office
                      accounting positions for the Company from
                      1993 to 1996.

Item 2.   PROPERTIES

     The   Company   operates  in  plants  and   offices   aggregating
approximately   3,520,000   square  feet  of   space.    Approximately
1,5200,000  square feet of plant and office space is leased  with  the
remaining  2,000,000 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/Leas
                                   Feet            ed
Arlington, TX   Extrusion plant &  120,000         Leased
                offices
Atlanta, GA     Extrusion plant &  85,000          Leased
                offices
Cape            Extrusion plant &  100,000         Owned
Girardeau, MO   offices
Clare, MI       Extrusion plant &  31,000          Owned
                offices
Evanston, IL    Extrusion plant &  135,000         Leased
                offices
Greenville, OH  Extrusion plant &  60,000          Owned
                offices
                                   24,000          Leased
Hackensack, NJ  Acrylic            81,000          Leased
                processing plant
                & offices
La Mirada, CA   Extrusion plant &  64,000          Leased
                offices
Mankato, MN     Extrusion plant &  36,000          Owned
                offices
                                   54,000          Leased
McMinnville,    Extrusion plant &  40,000          Owned
OR              offices
Muncie, IN      Extrusion plant    202,000         Owned
                & offices
Paulding, OH    Extrusion plant    68,000          Owned
                & offices
                                   67,000          Leased
Phoenix, AZ     Acrylic            25,000          Leased
                processing plant
                & offices
Portage, WI     Extrusion plant &  115,000         Owned
                offices
                                   47,000          Leased
Redlands, CA    Extrusion plant &  60,000          Owned
                offices
Richmond, IN    Extrusion plant &  52,000          Owned
                offices
                                   42,000          Leased
Stamford, CT    Acrylic cell-      80,000          Leased
                casting plant &
                offices
                                   7,000           Leased
Taylorville,    Extrusion plant &  40,000          Owned
IL              offices
                                   5,000           Leased
Warsaw, IN      Extrusion plant &  229,000         Owned
                offices
Wichita, KS     Extrusion plant &  62,000          Owned
                offices
                                   134,000         Leased
Cornwall #1,    Extrusion plant &  38,000          Leased
Ontario         offices
Cornwall #2,    Extrusion plant &  64,000          Leased
Ontario         offices
Granby, Quebec  Extrusion plant &  65,000          Owned
                offices

                                   2,232,000









Color & Specialty Compounds

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

                                     867,000

Molded & Profile Products

Location        Description           Size in        Owned/Lease
                                      Square Feet    d
Des Moines, IA  Acrylic rod & tube    53,000         Leased
                casting plant
El Monte, CA    Profile plant &       63,000         Leased
                offices
Rancho          Injection molding     17,000         Leased
Cucamonga, CA   plant
Rockledge, FL   Profile Plant         112,000        Leased
Tupelo, MS      Profile Plant         54,000         Leased
Warsaw, Indiana Injection molding     41,000         Owned
                plant & offices
Winnipeg,       Profile plant &       53,000         Owned
Manitoba        offices

                                      393,000

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

    The  plants located at the premises listed above are equipped with
114 sheet extrusion lines, 75 of which run multi-layered materials, 28
casting  machines, 35 profile extrusion lines, 46 general  compounding
lines,  9  color compounding lines, 28 injection molding  machines,  a
calendering  line,  cutting  and  grinding  machinery,  resin  storage
facilities,  warehouse  equipment, and  quality  laboratories  at  all
locations.   The  Company believes that its present  facilities  along
with  anticipated capital expenditures (estimated to be  approximately
$25  million  in fiscal 2003) are adequate for the level  of  business
anticipated in fiscal 2003.





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 November 2,
2002.


                                PART II

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

    The  information on pages 34, 35, and 37 of the 2002 Annual Report
to  Shareholders,  attached hereto as Exhibit 13, is  incorporated  by
reference in response to this item. The common stock dividend  amounts
on  page  37  present  the  cash dividends  declared  in  fiscal  2001
consisting of four quarterly payments at nine and one-half  cents  per
share  and  the  cash dividends declared in fiscal 2002 consisting  of
four  quarterly payments at nine and one-half  cents per  share.    On
December  12, 2002, the Company declared a dividend of ten  cents  per
share  payable on January 16, 2003.  The Company's Board of  Directors
reviews  the  dividend  policy each December based  on  the  Company's
business plan and cash flow projections for the next fiscal year.

Item 6.   SELECTED FINANCIAL DATA

    The  information on pages 34 and 35 of the 2002 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 11, 12, 13, 14, 15, 16, and 17 of the 2002
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 new  products  and  markets
benefits,  future capital expenditures, expenditures for environmental
compliance, and anticipated cash flow and borrowings.

     Forward looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from such statements.  In addition to the risk factors discussed in
Item 1 (Business, under the headings Raw Materials, Seasonality,
Competition, Government Regulation, and International Operations)
included herein on pages 9 and 10, other important factors which have
impacted and could impact the Company's operations and results,
include:  (1) the Company's financial leverage and the operating and
financial restrictions imposed by the instruments governing its
indebtedness may limit or prohibit its ability to incur additional
indebtedness, create liens, sell assets, engage in mergers,
acquisitions or joint ventures, pay cash dividends, or make certain
other payments; the Company's leverage and such restrictions could
limit its ability to respond to changing business or economic
conditions.  An inability to meet debt obligations when due could
impair our ability to finance operations and could result in default;
(2) the successful expansion through acquisitions, in which Spartech
looks for candidates that can complement its existing product lines,
expand geographic coverage, and provide superior shareholder returns,
is not assured.  Acquiring businesses that meet these criteria
continues to be an important element of the Company's business
strategy.  Some of the Company's major competitors have similar growth
strategies.  As a result, competition for qualifying acquisition
candidates is increasing and there can be no assurance that such
future candidates will exist on terms agreeable to the Company.
Furthermore, integrating acquired businesses requires significant
management time and skill and places additional demands on Company
operations and financial resources.  If we are unable to achieve the
anticipated synergies, the interest an other expenses from our
acquisitions could exceed the net income we derive from the acquired
operations, which could reduce our net income.   However, the Company
continues to seek value-added acquisitions which meet its stringent
acquisition criteria and complement its existing businesses; and (3)
our products are sold in a number of end markets which tend to be
cyclical in nature, including transportation, building and
construction, bath/pool and spa, and electronics and appliances. A
downturn in one or more of these end markets could have a material
adverse effect on our sales and operating profit.

Item 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We  are exposed to changes in interest rates primarily as a result
of  our borrowing activities.  Our earnings and cash flows are subject
to   fluctuations  in  interest  rates  on  our  floating  rate   debt
facilities.   At November 2, 2002, we had approximately $15.3  million
of debt subject to variable short-term interest rates.  Based upon the
November  2,  2002 balance, a change of one percent in interest  rates
would  cause  a  change in net income of approximately $97,000  on  an
annual  basis.   We  had  $373.1  million  of  fixed  rate  financings
outstanding  as  of  November  2, 2002, including  $125.0  million  of
floating  rate  debt  hedged for two years by an interest  rate  swap.
Interest expense on these fixed rate financings will not be materially
affected  by  changes in interest rates over the next 12  months.   In
addition,  the information on page 22, 23, and 32 of the  2002  Annual
Report to Shareholders, attached hereto as Exhibit 13, is incorporated
by reference in response to this item.
Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The information entitled "Quarterly Financial Information" on page
32  of  the  2002  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 15 and included in Part  IV  of  this
Report.

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

Effective  April  30, 2002, the Board of Directors of the  Registrant,
upon  recommendation of its audit committee, dismissed Arthur Andersen
LLP  ("Andersen")  as the Registrant's independent public  accountants
and  engaged  Ernst & Young LLP ("Ernst & Young ")  to  serve  as  the
principal  accountant  to audit the Registrant's financial  statements
for  the  fiscal  year  ending  June 30, 2002.  Andersen  audited  the
Registrant's  financial statements for fiscal  years  1999,  2000  and
2001,  and  had  been as the Registrant's principal  accountant  since
1989.

In  connection  with  its audit for fiscal years 2000  and  2001,  and
during the subsequent interim period preceding the engagement of Ernst
&  Young,  there were no disagreements with Andersen on any matter  of
accounting principles or practices, financial statement disclosure  or
auditing  scope  or  procedure. Andersen's  report  on  the  financial
statements  for fiscal years 2000 and 2001 did not contain an  adverse
opinion  or a disclaimer of opinion and was not qualified or  modified
as  to  uncertainty, audit scope or accounting principles. During  the
last  two  fiscal  years,  and during the  subsequent  interim  period
preceding  the  engagement  of Ernst & Young  LLP,  Andersen  did  not
advise, and has not indicated to the Registrant that it had reason  to
advise,  the  Registrant of any reportable event, as defined  in  Item
304(a) of Regulation S-K of the Exchange Act. The Registrant requested
that Andersen furnish it with a letter addressed to the Securities and
Exchange  Commission  stating  whether  or  not  it  agrees  with  the
statements  made in the Form 8-K filed on May 3, 2002. A copy  of  the
letter  from Andersen dated June 11, 2002, stating its agreement  with
the  foregoing disclosures is filed as Exhibit 16.1 to  the  Form  8-K
filed on May 3, 2002.

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


                      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 2003 Annual Meeting of Shareholders, to be filed
with the Commission on or about January 24, 2003, is incorporated
herein by reference in response to this item.

   Information concerning the Executive Officers of the Company is
contained on page 13 in Part I of this Report.



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 2003 Annual Meeting of
Shareholders, to be filed with the Commission on or about January 24,
2003, 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 2003 Annual
Meeting of Shareholders, to be filed with the Commission on or about
January 24, 2003, 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 Business
Relationships and Transactions" of the Definitive Proxy Statement for
the 2003 Annual Meeting of Shareholders, to be filed with the
Commission on or about January 24, 2003, is incorporated herein by
reference in response to this item.





Item 14.   CONTROLS AND PROCEDURES


     Based upon an evaluation performed within 90 days of the date of
this report, the registrant's certifying officers have concluded that
the Company's disclosure controls and procedures were effective.

     There have been no significant changes in internal controls or
other factors that significantly affect these controls subsequent to
the date of the evaluation.
..
                                  PART IV

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

   (a)   Financial Statements and Financial Statement Schedules

   The following financial statements and financial statement schedules are
incorporated by reference from the 2002 Annual Report to Shareholders, to
be filed with the Commission on or about January 24, 2003, and/or filed as
part of this Form 10-K:

                                                Page
                                                              Annual
                                                              Report
                                                Form 10-K     to
                                                              Shareholder
                                                              s

   Report of Independent Public Accountants     F-1           33

     Financial Statements

          Consolidated Balance Sheet            -             18

          Consolidated Statement of Operations  -             19

          Consolidated Statement of             -             20
Shareholders' Equity

          Consolidated Statement of Cash Flows  -             21

     Notes To Consolidated Financial Statements -             22-32

     Financial
Statement Schedules

Schedule
Number                  Description

II                      Valuation and           F-2
                        Qualifying Accounts


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

   (b)   Reports on Form 8-K

   No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.

   (c)   Exhibits

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

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

   10.1   Amended and Restated Employment Agreement dated November 1, 2002,
          between Bradley B. Buechler and Spartech Corporation
   10.2(4)     Transition Agreement and Consulting Agreement dated August
          3, 2000, between David B. Mueller and Spartech Corporation
   10.3   Employment Agreement dated January 1, 2003 between Randy C.
          Martin and Spartech Corporation
   10.4   Employment Agreement dated January 1, 2003 between David G.
          Pocost and Spartech Corporation
   10.6(5)     Employment Agreement dated January 1, 2000 between George A.
          Abd and Spartech Corporation
   10.7 (6)    Employment Agreement dated July 1, 2000 between Phillip
          Karig and Spartech Corporation
   10.8(7)     Spartech Corporation 2001 Stock Option Plan dated December
          6, 2000
 10.9 Employment Agreement dated July 1, 2002 between William F. Phillips
       and Spartech Corporation
10.10     Form of Indemnification Agreement entered into between Spartech
Corporation and each of its officers and directors as of November 1, 2002
(December 12, 2002 as to William F. Phillips).
   13     Pages 11 through 35 and 37 of 2002 Annual Report to Shareholders
   21     Subsidiaries of Registrant
   23.1   Consent of Independent Auditors
   23.2   Information Regarding Consent of Arthur Andersen LLP.
   24     Powers of Attorney
   Notes to Exhibits
   (1)  Filed as Exhibit 3.1 to the Company's Form S-8 (File No. 333-60381),
       filed with the Commission on July 31, 1998 and incorporated herein by
       reference.
   (2)  Filed as Exhibit 3.2 to the Company's Form 10-K/A filed with the
       Commission on January 24, 2001 and incorporated herein by reference
   (3)  Filed as Exhibit 99.1 to the Company's Form 8-K filed with the
       Commission on April 5, 2001 and incorporated herein by reference.
   (4)  Filed as Exhibit 10.4 to the Company's Form 10-K filed with the
       Commission on January 19, 2001 and incorporated herein by reference.
   (5)  Filed as Exhibit 10 to the Company's quarterly report on Form 10-Q for
       the quarter ended August 4, 2001, filed with the Commission on August 29,
       2001 and incorporated herein by reference..
   (6)  Filed as Exhibit 10.7 to the Company's annual report on Form 10-K for
       the fiscal year ended November 2, 2002 and incorporated herein by
       reference.
   (7)  Filed as Exhibit 4 to the Company's Form S-8 filed with the Commission
       on May 7, 2001 and incorporated herein by reference.
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 17, 2003                         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 17, 2003  /s/Bradley B. Buechler     Chairman, President,
                                             Chief Executive Officer,
                                             and Director
                                             (Principal Executive Officer)
                  Bradley B. Buechler



January 17, 2003  /s/ Randy C. Martin        Executive  Vice President  and
                                             Chief  Financial  Officer  and
                                             Director
                                             (Principal    Financial    and
                                             Accounting Officer)
                  Randy C. Martin


January 17, 2003  /S/ Ralph B. Andy*         Director
                  Ralph B. Andy

January 17, 2003                             Director
                  Lloyd E. Campbell

January 17, 2003  /S/ Calvin J. O'Connor*    Director
                  Calvin J. O'Connor

January 17, 2003                             Director
                  Jackson W. Robinson

January 17, 2003  /S/ Richard B. Scherrer*   Director
                  Richard B. Scherrer

January 17, 2003  /S/Craig A. Wolfanger*     Director
                  Craig A. Wolfanger

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

                                                  /s/Bradley B. Buechler
                                                  Bradley B. Buechler
                                                  As Attorney-in-Fact


                              CERTIFICATIONS



I, Bradley B. Buechler, Chairman, President, and Chief Executive Officer of
Spartech Corporation, certify that:


1.   I have reviewed this annual report on Form 10-K of Spartech
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such
     statement were made, not misleading with respect to the period covered
     by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the period presented in
     this annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and have:

     a)   Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          annual report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this annual report (the "Evaluation Date"); and

     c)   Presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):

     a)   All significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          auditors any material weakness in internal controls; and

     b)   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant
     deficiencies and material weaknesses.



January 17, 2003                   By: /s/Bradley B. Buechler
(Date)                               Bradley B. Buechler
                                     Chairman, President and Chief
                                     Executive Officer
                                     Spartech Corporation




                              CERTIFICATIONS


I, Randy C. Martin, Executive Vice President and Chief Financial Officer of
Spartech Corporation, certify that:


1.   I have reviewed this annual report on Form 10-K of Spartech
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such
     statement were made, not misleading with respect to the period covered
     by this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the period presented in
     this annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and have:

     a)   Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          annual report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this annual report (the "Evaluation Date"); and

     c)   Presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):

     a)   All significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          auditors any material weakness in internal controls; and

     b)   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

January 17, 2003                        By: /s/Randy C. Martin
(Date)                                    Randy C. Martin
                                          Executive Vice President and
                                          Chief Financial Officer
                                          Spartech Corporation
                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,  each  of  the
undersigned  certifies that this periodic report fully  complies  with  the
requirements  of Section 13(a) or 15(d), as applicable, of  the  Securities
Exchange  Act of 1934 and that the information contained in this  quarterly
report  on  Form  10-Q  fairly  presents, in  all  material  respects,  the
financial condition and results of operations of Spartech Corporation.


                                        Date: January 17, 2003


                                        /s/ Bradley B. Buechler
                                        Bradley B. Buechler
                                        Chairman, President and Chief
                                        Executive Officer


                                        /s/Rancy C. Martin
                                        Randy C. Martin
                                        Executive Vice President and  Chief
                                        Financial Officer
                 REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors
Spartech Corporation:


We have audited the consolidated financial statements of Spartech
Corporation as of November 2, 2002, and for the year then ended, and have
issued our report thereon dated December 12, 2002 (included in Spartech
Corporation's 2002 Annual Report to Shareholders and incorporated by
reference in this Form 10-K).  Our audit also included the financial
statement schedule for the year ended November 2, 2002 listed in Item 15(a)
of this Form 10-K.  This schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our
audit.

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

/s/ Ernst & Young LLP

St. Louis, Missouri
December 12, 2002


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

TO SPARTECH CORPORATION

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

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

                                    F-1



                   SPARTECH CORPORATION AND SUBSIDIARIES
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               FOR FISCAL YEARS ENDED 2002, 2001, AND 2000.
                          (Dollars in thousands)



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

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

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

October 28,
2000:               $  3,016        $  1,634      $  (1,023)    $  3,627
Allowance for
Doubtful
Accounts



    Fiscal  year  2000,  2001, and 2002 additions  and  write-offs  include
activity  relating  to  the acquisition of certain of  the  businesses  and
assets of Uniroyal Technology Corporation's High Performance Plastics Group
in February 2000, Alshin Tire Corporation in October 2000, and GWB Plastics
Holding Co. in June 2002.













                                    F-2