MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Comparison Of Fiscal Years 1995 And 1994

Net sales in 1995 increased significantly from the prior year as a result of 
sizable gains in pounds sold by both of the Company's operating groups. The 
extruded sheet & rollstock group experienced sales volume increases of 
approximately 35% over the prior year. The majority of this gain in sales
volume was obtained from our November 1, 1994, acquisition of Pawnee Industries,
Inc.'s ("Pawnee") Extrusion Division and our February 2, 1994, acquisition of 
certain assets of Product Components, Inc. ("ProCom") (see "Investing 
Activities" for a further discussion of these acquisitions) and from increased 
product requests from the extruded sheet & rollstock group's sign/advertising, 
home improvement, and material handling markets. 

Net Sales
In millions of $'s

Bar Chart 
1993-$189.4
1994-$256.6
1995-$352.3

In addition, the merchant compounding group's sales volume was up 48% due to 
stronger demand from the specialty extrusion, office product, wallcovering, & 
footwear industries and the group's newly acquired color concentrate facility. 

Cost of sales increased from the levels of 1994, but remained consistent when 
stated as a percentage of net sales. This consistency was achieved despite 
higher material costs caused by the greater worldwide demand for plastic resins 
and an increase in depreciation expense. Production efficiencies offset that 
portion of the raw material increases not absorbed by customers. Depreciation 
increased in 1995 as a direct result of the capital assets associated with the 
Pawnee and ProCom acquisitions and the sizable capital expenditures incurred by 
the Company during the past eighteen months (approximately $14.2 million). 

Selling and administrative expense in 1995 increased by more than 22% from the 
prior year, a direct result of the ProCom and Pawnee acquisitions. However, 
through the Company's cost containment efforts, selling and administrative costs
as a percentage of net sales actually decreased during the year. 

Operating earnings for fiscal year 1995 increased from  1994, both in dollars 
and as a percentage of net sales. The increase was a result of the higher sales 
volumes discussed above, production efficiencies, cost containment efforts, and 
the benefits of the Pawnee and ProCom acquisitions. 

Interest expense increased significantly in 1995, reflecting the additional 
borrowings incurred by the Company for the acquisition of certain divisions of 
Pawnee. In addition, prior to the refinancing in August of 1995, the Company's 
borrowing rate was approximately two percentage points higher in 1995 compared 
to 1994. The refinancing of a majority of the debt to a fixed interest rate 
instrument is projected to reduce annual interest charges by approximately $1 
million. Reference is made to Note B, Long-Term Debt, of the Consolidated 
Financial Statements appearing on page 15 of this report. 

As a result of the utilization of substantially all of the Company's net 
operating loss carryforwards for financial statement purposes during 1994, the 
income tax provision was substantially higher during 1995. The Company's 
effective tax rate was 26% for 1995 and is projected to be approximately 38% in 
1996. However, actual tax payments will be only 70-80% of the provision due to 
the tax net operating loss carryforwards and depreciation timing differences. 

Comparison Of Fiscal Years 1994 And 1993 

Net sales in 1994 increased significantly from the prior year due to record 
volumes generated by the Company's extruded sheet & rollstock group. The 
acquisition of ProCom accounted for 45% of this increase. The remaining gain 
came from improved sales to the spa, food packaging, and transportation markets.
In addition, sales volume increases were achieved by our merchant compounding 
group, primarily the result of stronger demand from the recreational vehicle and
home appliance industries. 

Cost of sales increased significantly from the prior year but remained 
consistent when stated as a percentage of net sales. This consistency was 
achieved despite higher material costs through the sale of higher margin 
products and the realization of production efficiencies. The increase in 
depreciation is the result of the ProCom acquisition and the capital 
expenditures incurred during 1994. 

Selling and administrative expense in 1994 increased by nearly 19%, primarily 
the result of the ProCom acquisition and an increase in legal fees associated 
with the defense of the lawsuit discussed in Note F, Commitments and 
Contingencies, of the Consolidated Financial Statements appearing on page 18 of 
this report, which is incorporated herein by reference. 

Operating earnings, as a result of the above items, increased significantly in 
1994, reflecting the improved levels of volume, the sale of higher margin 
products, and increased production efficiencies. 

Interest expense was slightly lower in 1994 as our cash flow from operations 
more than offset the increase in debt levels due to the ProCom acquisition and 
increases in interest rates during the year. 

Operating Earnings
In millions of $'s

Bar Chart 
1993-$10.6
1994-$16.4
1995-$24.6

Annual Report - Page 8

Environmental And Inflation

The Company is subject to various laws governing employee safety and Federal, 
state, and local laws and regulations governing the quantities 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 does not anticipate that future 
expenditures for compliance with such laws and regulations will have a material 
effect on its capital expenditures, earnings, or competitive position. 

The plastic resins used by the Company in its production process are crude oil 
or natural gas derivatives and are available from a number of domestic and 
foreign suppliers. Accordingly, the Company's raw materials are only somewhat 
affected by supply, demand, and price trends of the petroleum industry; pricing 
of the resins tends to follow its own supply and demand equation except in 
periods of anticipated or actual shortages of crude oil or natural gas. The 
Company is not aware of any trends in the petroleum industry which will 
significantly affect its sources of raw materials in 1996. 

The effects of inflation have not been significant on the overall operations of 
the Company during the last few years. None of the Company's sales are made 
pursuant to fixed price, long-term contracts. The Company has historically been 
successful in compensating for inflationary costs through increased selling 
prices and/or increased productivity and related efficiencies. The Company 
anticipates this trend to continue in the future. 

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow From Operations

The improvement in cash flow from operations reflects the Company's increase in 
profitability. The Company's working capital increased in 1995 over 1994, 
primarily as a result of the Pawnee acquisition ($8.3 million). The elimination 
of current maturities on the Company's new financing arrangements, an increase 
in inventories to support anticipated future shipments, and the increase in 
accounts receivable resulting from the expanded sales levels also contributed to
the increase in working capital during the year. Finally, as a result of 
limitations on the use of net operating loss carryforwards, the Company has 
begun paying increased Federal income taxes in 1995. During 1995, the Company 
paid approximately $3.5 million in income taxes. 

Cash Flow from Operations
In millions of $'s

Bar Chart
1993-$10.6
1994-$13.4
1995-$16.5

Investing Activities

Capital expenditures are primarily incurred to maintain and improve 
productivity, as well as to modernize and expand facilities. Highlights of the 
Company's sizable $10.0 million in capital expenditures for 1995 include the 
installation of new production lines at our Spartech Plastics-Atlanta, Georgia; 
Paulding, Ohio; McMinnville, Oregon; and Arlington, Texas plants and a new 
compounding line at Spartech Compounding-Cape Girardeau, Missouri. In addition, 
the 22% increase over the prior year in capital expenditures related to the 
purchase of four new rollstands and the upgrading of all facilities, in 
particular those operations obtained through our recent acquisitions of Pawnee 
and ProCom. 

Capital Expenditures
In millions of $'s

Bar Chart
1993-$2.6
1994-$8.2
1995-$10.0

During 1996, the Company anticipates making capital expenditures of 
approximately $7.1 million. New extrusion lines, scheduled for our Spartech 
Compounding-Cape Girardeau, Missouri, and Spartech Plastics-Richmond, Indiana 
facilities, represent the major items included in this figure. 

Reference is made to Note H, Acquisitions, of the Consolidated Financial 
Statements appearing on page 18 of this report, which is incorporated herein by 
reference, for a discussion on the Company's November 1, 1994 acquisition of 
certain divisions of Pawnee and February 2, 1994 acquisition of certain assets 
of ProCom. 

Financing Activities

On August 15, 1995, the Company completed a $50 million Private Placement of 
Senior Unsecured Notes at a fixed rate of 7.21% and shortly thereafter, 
finalized a new $40 million Unsecured Bank Credit Facility. Reference is made to
Note B, Long-Term Debt, of the Consolidated Financial Statements appearing on 
page 15 of this report, which is incorporated herein by reference, for a further
discussion of the Company's new financing arrangements. 

Effective May 1, 1995, all of the Company's Preferred Stockholders converted 
their shares into the Company's common stock increasing its outstanding common 
shares by 14.3 million. On May 2, 1995, the Company's Board of Directors 
declared a special dividend of three cents per share that was paid on May 31, 
1995. In addition, the Board also declared its first and second regular 
quarterly cash dividends on June 2, 1995 and September 6, 1995, each in the 
amount of three cents per share. 

The Company anticipates that cash flow from operations and the additional 
borrowing capacity provided under the refinanced credit facility will be 
adequate to provide the necessary funds for 1996 and well into the future. 

Annual Report - Page 9

SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(Dollars in thousands, except share amounts)

          

                                                OCTOBER 28,     OCTOBER 29,     
                                                   1995            1994     
                                                                           
     ASSETS                                                 
                                                                                
     Current Assets                                                          
                                                                         
          Cash                                     $3,505          $1,752       
                                                                         
          Receivables, net of allowances of                              
          $1,592 in 1995 and $1,415 in 1994        51,762          40,493       
                                                                     
          Inventories                              33,002          22,936       
                                                                      
          Prepayments and other                     1,274           1,112       
                                                                       
               Total Current Assets                89,543          66,293       
                                                                       
Plant and Equipment, Net                           63,150          46,656  
                                                                           
Goodwill                                           24,014          21,044       
                                                                         
Debt Issuance Costs and Other                       1,622           1,727       
                                                                       
                                                 $178,329        $135,720       
                                                                         
LIABILITIES AND SHAREHOLDERS' EQUITY                                     
                                                                         
Current Liabilities                                                     
                                                                        
     Current maturities of long-term debt        $-                $2,750       
                                                                           
     Accounts payable                             31,966           28,403       
                                                                         
     Accrued liabilities                          12,469            8,789       
                                                                          
          Total Current Liabilities               44,435           39,942       
                                                                         
Long-Term Debt, Less Current Maturities           59,510           36,419       
                                                                         
Other Liabilities                                  2,256            1,126       
                                                                          
          Total Long-Term Liabilities             61,766           37,545       
                                                                          
Shareholders' Equity                                               
                                                                         
  6% Cumulative Convertible Preferred Stock,                                
    776,700 shares issued and outstanding in 1994                          
    ($50 per share liquidation value)                  -              777       
                                                                           
  Common stock, 23,364,407 and 8,629,947 shares                          
    issued in 1995 and 1994, respectively         17,523            6,472       
                                                                          
  Contributed capital                             66,771           74,438       
                                                                         
  Retained deficit                               (12,099)         (23,449)      
                                                                          
  Treasury stock, at cost, 11,291 shares                                
    in 1995 and 1,324 shares in 1994                 (67)              (5)     
                                                                         
   Total Shareholders' Equity                     72,128           58,233       
                                                                         
                                                $178,329         $135,720       
                                                                        
The accompanying notes are an integral part of this financial statement.

Annual Report - page 10


SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars in thousands, except per share amounts)

                                                        Fiscal  Year         
                                                1995       1994       1993     
                                                                         
                                                                        
Net Sales                                    $352,273   $256,593   $189,401   
                                                                           
                                                                           
Costs and Expenses                                                            
                                                                           
 Cost of sales                                302,394    219,595    161,393   
                                                                            
 Selling and administrative                    24,545     19,966     16,876  
                                                                         
 Amortization of intangibles                      730        622        563  
                                                                            
                                              327,669    240,183    178,832  
                                                                          
Operating Earnings                             24,604     16,410     10,569 
                                                                       
 Interest                                       4,960      3,125      3,350
                                                                          
Earnings Before Provision for Income Taxes     19,644     13,285      7,219 
                                                                         
 Provision for income taxes                     5,110      2,450        503  
                                                                           
Net Earnings                                   14,534     10,835      6,716  
                                                                          
 Preferred stock accretion                     (1,098)    (2,133)    (2,015)
                                                                            
Net Earnings Applicable to                                               
 Common Shares and Equivalents               $ 13,436   $  8,702   $  4,701  
                                                                          
Net Earnings Per Common Share                                                  
                                                                         
 Primary                                     $    .80   $    .97   $    .54  
                                                                      
 Fully diluted                               $    .60   $    .46   $    .30  

The accompanying notes are an integral part of this financial statement.

Annual Report - page 11


SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

                                                                      Total
               Preferred  Common  Contributed  Retained  Treasury  Shareholders'
                 Stock     Stock    Capital     Deficit   Stock       Equity 
                                                                           
                                                                          
Balance, 
October 31, 1992 $  777  $ 6,245   $71,130    $(36,852) $(2,179)     $39,121 
                                                                        
 Stock options 
      exercised       -        -       113           -       91          204 
                                                                          
 Preferred stock                                                          
        accretion     -        -     2,015      (2,015)       -            - 
                                                                           
 Net earnings         -        -            -    6,716        -        6,716 
                                                                            
Balance, 
October 30, 1993 $  777  $ 6,245   $73,258    $(32,151) $(2,088)     $46,041
                                                                            
 Stock options 
      exercised       -      227      (953)          -    2,083        1,357 
                                                                           
 Preferred stock 
        accretion     -        -     2,133      (2,133)       -            -  
                                                                          
 Net earnings         -        -         -      10,835        -       10,835  
                                                                           
Balance, 
October 29, 1994 $  777  $ 6,472    $74,438   $(23,449) $    (5)     $58,233  
                                                                          
 Preferred stock 
        conversion (777)  10,706     (9,929)         -        -            -  
                                                                            
 Stock options 
      exercised       -      345      1,164          -        -        1,509 
                                                                           
 Cash dividends       -        -          -     (2,086)       -       (2,086)
                                                                            
 Preferred stock 
        accretion     -        -      1,098     (1,098)       -            - 
                                                                              
 Treasury stock 
       purchases      -        -          -          -      (62)         (62) 
                                                                           
 Net earnings         -        -          -     14,534        -       14,534 
                                                                         
Balance, 
October 28, 1995 $    -  $17,523    $66,771   $(12,099)    $(67)     $72,128 

The accompanying notes are an integral part of this financial statement.

Annual Report - page 12


SPARTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)

                                                     Fiscal  Year
                                             1995       1994       1993



  Cash Flows From Operating Activities

   Net earnings                            $ 14,534   $ 10,835    $ 6,716

   Adjustments to reconcile net earnings to
    net cash provided by operating activities:

     Depreciation and amortization            5,798      4,422      4,000

     Change in current assets and liabilities,
     net of effects of acquisitions

      Receivables                            (4,447)    (4,594)    (4,409)

      Inventories                            (6,504)    (1,325)    (1,154)

      Prepayments and other                     (17)       257       (418)

      Accounts payable                        3,563      2,726      5,642

      Accrued liabilities                     1,410        846        583

     Other, net                               2,150        191       (315)

      Net cash provided by operating 
      activities                             16,487     13,358     10,645

   Cash Flows From Investing Activities

    Capital expenditures                    (10,015)    (8,152)    (2,610)

    Retirement of assets                        538        333         27

    Business acquisitions                   (24,060)    (6,840)    (2,487)

    Proceeds from note receivable                _         495         _

     Net cash used for investing activities (33,537)    (14,164)   (5,070)

   Cash Flows From Financing Activities

    Net borrowings (payments) on revolving
    credit facilities                        (6,525)    (6,248)      (505)

    Issuance of 7.21% Senior Unsecured Notes 50,000        _          _

    Term loan additions (payments)          (13,000)     6,000     (5,000)

    Redemption of 9% Convertible 
    Subordinated Debentures                 (10,134)      _          _

    Debt issuance costs                        (899)       _          _

    Cash dividends on common stock           (2,086)      _          _

    Stock options exercised                   1,509      1,357        204

    Treasury stock acquired                     (62)       _          _

     Net cash provided by (used for) 
     financing activities                    18,803      1,109     (5,301)

   Increase In Cash                           1,753        303        274

   Cash At Beginning Of Year                  1,752      1,449      1,175

   Cash At End Of Year                       $3,505     $1,752     $1,449

The accompanying notes are an integral part of this financial statement.

Annual Report - page 13


SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of 
SPARTECH Corporation and its wholly-owned subsidiaries (the "Company").  The 
Company's fiscal year ends on the Saturday closest to October 31.  Fiscal years 
1995, 1994, and 1993 each include 52 weeks.  All significant intercompany 
transactions have been eliminated. 

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market.  
Finished goods include the costs of material, labor, and overhead.  Inventories 
at October 28, 1995 and October 29, 1994 are comprised of the following 
components: 

                                 1995         1994 

      Raw materials            $23,368       $16,171

      Finished goods             9,634         6,765

                               $33,002       $22,936

Plant and Equipment

Plant and equipment are carried at cost.  Depreciation is provided on a 
straight-line basis over the estimated useful lives of the related assets as 
follows: 

                                                Years 

       Buildings and leasehold improvements       25

       Machinery and equipment                  12-16

       Furniture and fixtures                    5-10

Major renewals and betterments are capitalized.  Maintenance and repairs are 
expensed as incurred.  Upon disposition, the net book value is eliminated from 
the accounts, with the resultant gain or loss reflected in operations. 

Plant and equipment consisted of the following at October 28, 1995 and October 
29, 1994: 

                                                  1995         1994 

        Land                                   $  3,999      $  4,326

        Buildings and leasehold improvements     18,243        13,766

        Machinery and equipment                  67,308        50,434

        Furniture and fixtures                    2,152         1,903

                                                 91,702        70,429

          Less accumulated depreciation          28,552        23,773

        Plant and equipment, net                $63,150       $46,656

Goodwill

Goodwill, representing the excess of the purchase price over the fair value of 
net assets acquired, is charged against operations on a straight-line basis over
40 years.  Goodwill amortization totaled $730, $622, and $563 in 1995, 1994, and
1993, respectively. Accumulated amortization at October 28, 1995 totaled $4,851.
 
Revenue Recognition

The Company manufactures products for specific customer orders and for standard 
stock inventory.  Revenues are recognized and billings are rendered as the 
product is shipped to the customer.

Income Taxes 

In 1994, the Company adopted SFAS No. 109, "Accounting for Income Taxes."  Under
SFAS No. 109, deferred tax assets and liabilities are recognized for the future 
tax consequences attributable to temporary differences between the financial 
statement carrying amounts of assets and liabilities and their respective tax 
bases.  Deferred tax assets are also recognized for credit carryforwards.  
Deferred tax assets and liabilities are measured using the rates expected to 
apply to taxable income in the years in which the temporary differences are 
expected to reverse and the credits are expected to be used.  The effect of a 
change in tax rates on deferred tax assets and liabilities is recognized in 
income in the period that includes the enactment date.  SFAS No. 109 requires an
assessment, which includes anticipating future income, in determining the 
likelihood of realizing deferred tax assets.  The adoption of SFAS No. 109 
resulted in no cumulative effect on operations and, accordingly, prior year 
consolidated financial statements were not restated.  

Annual Report - page 14


Earnings Per Share

Primary Net Earnings Per Share is computed based upon the weighted average 
number of common shares outstanding during each period after consideration of 
the dilutive effect of stock options and warrants.  Such average shares were 
16,858,000, 8,985,000, and 9,163,000 for 1995, 1994, and 1993, respectively. The
weighted average shares total for 1995 was effected by the actual conversion of 
the Company's Preferred Stock discussed below. 

Fully Diluted Net Earnings Per Share assumes conversion of securities when the 
earnings per share result is dilutive.  Assumed conversions increased the 
weighted average number of common shares used in the computation to 24,111,000, 
23,434,000, and 23,438,000 for 1995, 1994, and 1993, respectively.

Effective May 1, 1995, all of the Company's Preferred Stockholders converted 
their shares into the Company's common stock. The conversion increased the 
Company's outstanding common shares by 14,274,635. If the Preferred Stockholders
had converted their shares at the beginning of 1993, the Primary Net Earnings 
Per Share reported for 1995, 1994, and 1993 would have been $.60, $.46, and 
$.30, respectively. 

For the computations of Primary Net Earnings Per Share, net earnings applicable 
to common shares and equivalents have been increased for an after-tax interest 
factor as computed under the modified treasury stock method.  Due to the 1995 
conversion of the Company's Preferred Stockholders, the Primary Net Earnings Per
Share for 1995 was computed using the treasury stock method, which requires no 
such adjustment to net earnings. For the computation of Fully Diluted Net 
Earnings Per Share, net earnings applicable to common shares and equivalents 
have been further increased for the elimination of preferred stock accretion 
(recorded up to the 1995 conversion date) from the assumed conversion of 
preferred stock and for the after-tax interest expense reduction as computed 
under the modified treasury stock method, when applicable. The primary and fully
diluted increases to net earnings applicable to common shares and equivalents 
for the fiscal years 1995, 1994, and 1993 are as follows: 

                              1995        1994        1993  

       Primary               $_          $   74      $  300

       Fully diluted         $1,098      $2,133      $2,315

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation. 

NOTE B - LONG-TERM DEBT

       Long-term debt is comprised of the following:

                                                     1995         1994

              7.21% Senior Unsecured Notes         $50,000      $_

              Unsecured Bank Credit Facility         9,510       _

              Revolving Credit Loan                   _          16,035
                                                  
              Term Loan                               _          13,000

              9% Convertible Subordinated Debentures  _          10,134

                                                    59,510       39,169

                 Less current maturities              _           2,750

              Total long-term debt                 $59,510      $36,419

On August 15, 1995, the Company completed a $50,000 Private Placement of 7.21% 
Senior Unsecured Notes (the "Notes") over a ten-year term. The Notes require 
equal annual principal payments of approximately $7,143 commencing on August 15,
1999. Interest on the Notes is payable semiannually on February 15 and August 15
of each year. In addition, the Company concurrently finalized a new revolving 
$40,000 Unsecured Bank Credit Facility (the "Credit Facility"). The Credit 
Facility has a five-year term, with interest payable at a rate chosen by the 
Company of either prime rate or an adjusted LIBOR plus .75%. As of September 1, 
1995, the Company entered into a six-month fixed LIBOR loan under the Credit 
Facility of $5,000 at 6.91%. The remaining Credit Facility is at the current 
prime rate, which at October 28, 1995, was 8.75%. 

The proceeds from these new financing arrangements were used to replace the 
Company's previously existing Senior Credit Facility (consisting of the 
Revolving Credit Loan and Term Loan) and to redeem the Company's 9% Convertible 
Subordinated Debentures. Interest on the Revolving Credit Loan and Term Loan was
payable at a rate chosen by the Company of either prime rate plus .25% or 
Adjusted LIBOR plus 1.75%. 

Annual Report - page 15


Scheduled maturities of long-term debt, by fiscal year, are as follows:

                                  7.21% Senior             Unsecured
                                 Unsecured Notes     Bank Credit Facility

                     1996           $ _                      $ _

                     1997             _                        _

                     1998             _                        _

                     1999            7,143                     _

                     2000            7,143                    9,510

                     Thereafter     35,714                     _

                                   $50,000                   $9,510

The Notes and Credit Facility both contain certain covenants which, among other 
matters, require the Company to restrict the incurrence of additional 
indebtedness, to satisfy certain ratios and net worth levels, and to limit both 
the sale of assets and merger transactions. 

NOTE C - SHAREHOLDERS' EQUITY

The authorized capital stock of the Company consists of 35 million shares of 
$.75 par value common stock and 4 million shares of $1 par value preferred 
stock. The Company declared a special three cent per share dividend on its 
common stock in May of 1995 and two regular quarterly dividends of three cents 
per share beginning in June of 1995. 

Preferred stock outstanding as of October 29, 1994 consisted of 6% Cumulative 
Convertible Preferred Stock, which was convertible into shares of common stock 
and carried equivalent common share voting rights as follows: 

           Preferred     Number of       Common Stock       Equivalent Common
             Stock    Preferred Shares   Issuable Upon        Share Voting
            Series      Outstanding       Conversion             Rights

           Series L       373,500          6,884,987             1,721,247

           Series M       343,200          6,289,998             1,572,500

           Series N        60,000          1,099,650               274,913

NOTE D - INCOME TAXES

The provision for income taxes for fiscal years 1995, 1994, and 1993 is 
comprised of the following: 

                                                   1995      1994      1993  

    Federal:

      Current                                     $2,715    $_        $_

      Deferred                                     3,680     4,488     2,466

    State                                          1,348     1,000       503

                                                   7,743     5,488     2,969

    Utilization of operating loss carryforwards   (2,633)   (3,038)   (2,466)

    Provision for income taxes                    $5,110    $2,450    $503

The income tax provision on earnings of the Company differs from the amounts 
computed by applying the U.S. Federal tax rate of 35% in 1995 and 1994, and 34% 
in 1993 as follows: 

                                                   1995      1994      1993 

    Federal income taxes at statutory rate        $6,875    $4,650    $2,454

    State income taxes, net of applicable     
       Federal income tax benefits                   876       650       332

    Operating loss carryforwards                  (2,633)   (3,038)   (2,466)

    Other                                             (8)      188       183

                                                  $5,110    $2,450    $  503

Annual Report - page 16


At October 28, 1995 and October 29, 1994, the Company's principal components of 
deferred tax assets and liabilities consisted of the following: 

                                                          1995           1994   

    Deferred tax assets:

      Net operating loss and other tax carryforwards     $4,701         $5,700

      Bad debt reserves                                     412            485

      Inventories                                           222            395

      Tax credit carryforwards                              952            600

      Accrued liabilities                                 1,275            620

                                                         $7,562         $7,800

    Deferred tax liabilities:   

      Depreciation                                       $8,208         $7,800

      Other                                                 471            _ 

                                                         $8,679         $7,800

At October 28, 1995, the Company had net operating loss carryforwards for 
Federal income tax purposes of approximately $11,000 which are available to 
offset future Federal taxable income expiring in the years 2001 through 2007. 

NOTE E - STOCK OPTION PLANS AND COMMON STOCK WARRANTS

The Company has an Incentive Stock Option Plan ("Incentive Plan") and Restricted
Stock Option Plan ("Restricted Plan") for executive officers and key employees.
The maximum number of shares which may be issued under the Incentive Plan is 
1,000,000.  The minimum option price is the fair market value per share at the 
date of grant, which may be paid on exercise in Company shares. 

The maximum number of shares issuable annually under the Restricted Plan is 
limited to 10% of the Company's outstanding common shares (excluding treasury 
shares) at each year end through 2001.  The options granted and common shares 
purchased under the Restricted Plan may not be sold or disposed of for a period 
of three years from the date of option grant.  Subject to the limitations 
discussed above, the number of shares issued, or options granted, pursuant to 
these plans is at the discretion of the compensation committee of the Board of 
Directors. 

Information with respect to options granted, all presently exercisable, under 
the Incentive and Restricted Plans for fiscal years 1995, 1994, and 1993 follows
(in thousands, except exercise price range per share): 

                Options                             Options       Exercise Price
                Beginning             Exercised/     End of     Range Per Share
                  of Year    Granted    Canceled       Year       At End of Year

 Fiscal 1995

 Incentive Plan       149      165           6           308         $3.00-$7.00

 Restricted Plan    1,968       95         434         1,629         $1.25-$5.38

 Fiscal 1994

 Incentive Plan        77       95          23           149         $3.00-$4.38

 Restricted Plan    1,956      170         158         1,968         $1.25-$5.00

 Fiscal 1993

 Incentive Plan        62       66          51            77         $3.00-$4.00

 Restricted Plan    2,056       _          100         1,956         $1.25-$5.00

Additional options, which have been issued outside the plans discussed above, 
totaled 330,000 at October 28, 1995.  These additional options are exercisable 
at prices ranging from $3.875 to $5.00 per share and expire at various dates 
through 2000. A total of 60,000 options at prices ranging from $1.625 to $2.15 
were exercised in 1995. 

Annual Report - page 17


NOTE F - COMMITMENTS AND CONTINGENCIES

The Company conducts certain of its operations in facilities under operating 
leases and has no material capital lease commitments.  Rental expense for 1995, 
1994, and 1993 was $2,872, $2,273, and $1,670, respectively. 

Future minimum lease payments under non-cancelable operating leases, by fiscal 
year, are as follows: 

                           1996                $1,490

                           1997                 1,073

                           1998                   870

                           1999                   642

                           2000                   414

                           2001 and thereafter    308

                                               $4,797

On June 2, 1992, Mr. Lawrence M. Powers, former Director, Chairman of the Board,
and Chief Executive Officer of the Company, filed a lawsuit in the United States
District Court for the Southern District of New York against the Company and 
certain of its Directors and major shareholders.  In the suit, Mr. Powers claims
that, by reason of the Company's April 30, 1992 debt-to-equity restructuring 
(which he had previously, on April 13, 1992, voted in favor of as a Director), 
the Company should adjust his existing stock options, provide for the issuance 
of additional shares of common stock, and award to him attorney's fees and 
interest.  Mr. Powers seeks the following judgment against the Company and the 
other defendants:  (1) in excess of $13,000 plus punitive damages, (2) an 
additional 167,744 shares of common stock, (3) an adjustment increasing his then
outstanding options to purchase the Company's common stock from 1,871,201 shares
to 4,080,000 shares, and (4) attorney's fees and interest.  In June 1993, in 
responding to the Company's request for summary judgment, the court ruled the 
Board of Director's decision to not adjust Mr. Powers' options was "final, 
binding, and conclusive" unless Mr. Powers can establish that the Board was not 
acting independently and that it could not have acted appropriately.  Discovery 
in the litigation has concluded, and the Company, together with the other 
defendants, has moved for summary judgment dismissing the complaint. The Company
believes Mr. Powers' litigation is without merit and will continue to defend 
against it vigorously. 

At October 28, 1995, there were no other known contingent liabilities (including
guarantees, pending litigation, and environmental claims) that, in the opinion 
of management, are expected to be material in relation to the Company's 
financial position, nor were there any material commitments outside the normal 
course of business. 

NOTE G - CASH FLOW INFORMATION

    Supplemental information on cash flows is as follows:

                                                      Fiscal  Year
                                               1995       1994      1993  

        Cash paid during the year for:

           Interest                          $4,099     $ 2,974   $ 3,220

           Income taxes                      $3,517     $ 1,043   $   394

        Schedule of business acquisitions:

           Fair value of assets acquired     $26,330    $12,274   $ 2,487

           Liabilities assumed                (2,270)    (5,434)    _

              Total cash paid for the
              net assets acquired            $24,060    $ 6,840   $ 2,487

NOTE H - ACQUISITIONS

On November 1, 1994, the Company acquired Pawnee Industries, Inc.'s ("Pawnee") 
Extrusion and Color Divisions. The purchase included two rigid plastic sheet & 
rollstock manufacturing plants (Extrusion Division), located in Wichita, Kansas 
and Paulding, Ohio, along with a color concentrate manufacturing plant (Color 
Division) located in Goddard, Kansas. The purchase price for Pawnee's net 
assets, exclusive of working capital purchased, totaled $15,785. In addition, 
the Company paid approximately $8,275 for net working capital assets (inventory 
and receivables net of assumed accrued liabilities). 

On February 2, 1994, the Company acquired certain assets of Product Components, 
Inc. ("ProCom").  The purchase included two rigid plastic sheet & rollstock 
manufacturing plants, located in Richmond, Indiana and Clare, Michigan, along 
with various other assets of ProCom.  The purchase price for ProCom's net assets
totaled $8,160. Approximately $6,800 of this purchase price was paid in cash, 
while the remaining balance represented the net liabilities assumed by the 
Company.

Annual Report - page 18


Both acquisitions have been accounted for by the purchase method, and 
accordingly, the results of operations of Pawnee and ProCom are included in the 
Company's Consolidated Statement of Operations from their respective date of 
acquisition. The excess of cost over the fair value of net assets acquired is 
being amortized over a forty year period on a straight-line basis. 

On January 8, 1993, the Company purchased a portion of Penda Corporation's 
Custom Extrusion Division. The acquisition price and installation costs for both
the equipment and business purchased was less than $2,500 in cash and was funded
out of operating cash flow, paid in installments as the equipment was delivered.
Installation of the four extrusion lines into two of the Company's existing 
extruded sheet & rollstock facilities was completed in early May of 1993. 

The following summarizes unaudited pro forma consolidated results of operations 
for fiscal year 1994 assuming the Pawnee and ProCom acquisitions had occurred at
the beginning of the fiscal year. The results are not necessarily indicative of 
what would have occurred had these transactions been consummated as of the 
beginning of the fiscal year presented, or of future operations of the 
consolidated companies. 

                                           Pro Forma (Unaudited)

                                                 Fiscal Year 
                                                    1994 

             Net Sales                            $324,658

             Earnings Before Income Taxes         $ 15,478

             Net Earnings                         $ 12,639

             Net Earnings Per Common Share

                  Primary                         $   1.17

                  Fully diluted                   $    .53

NOTE I - QUARTERLY FINANCIAL INFORMATION

Certain unaudited quarterly financial information for the years ended October 
28, 1995 and October 29, 1994 is as follows: 

                                             Quarter Ended            Fiscal
                             Jan       April     July       Oct        Year

       1995

    Net Sales              $79,258    $95,649   $90,891   $86,475   $352,273
 
    Gross Profit            10,847     13,733    12,988    12,311     49,879

    Net Earnings             3,125      3,950     3,820     3,639     14,534

    Net Earnings Per Share

        Primary                .27        .36       .16       .15        .80

        Fully diluted          .13        .16       .16       .15        .60

       1994

    Net Sales              $49,158    $64,350   $69,765   $73,320   $256,593

    Gross Profit             7,246      9,123     9,962    10,667     36,998

    Net Earnings             2,103      2,796     3,075     2,861     10,835

    Net Earnings Per Share

        Primary                .17        .25       .28       .27        .97

        Fully diluted          .09        .12       .13       .12        .46

The aggregate Primary Net Earnings Per Share for the four quarters of 1995 is 
greater than the full year results, due to the conversion by the Preferred 
Stockholders to common stock at the beginning of the third quarter. If the 
Preferred Stockholders had converted their shares at the beginning of 1994, all 
Primary Net Earnings Per Share amounts reported above would have been equal to 
Fully Diluted Net Earnings Per Share. 

Annual Report - page 19


MANAGEMENT AND AUDITORS' REPORTS

MANAGEMENT REPORT

TO OUR SHAREHOLDERS

The financial statements of SPARTECH Corporation and subsidiaries were prepared 
under the direction of management, which is responsible for their integrity and 
objectivity.  The statements have been prepared in conformity with generally 
accepted accounting principles and, as such, include amounts based on informed 
estimates and judgment of management. 

Management has developed a system of internal controls, which is designed to 
assure that the books and records accurately reflect the transactions of the 
Company, and its established policies and procedures are followed properly.  
This system is augmented by written policies and procedures, and the selection 
and training of qualified personnel. 

Arthur Andersen LLP, independent public accountants, are engaged to provide an 
objective audit of the financial statements of SPARTECH Corporation and issue 
reports thereon.  Their audit is conducted in accordance with generally accepted
auditing standards. 

The Board of Directors, acting upon the advice and recommendations of the Audit 
Committee, is responsible for assuring that management fulfills its 
responsibilities in the preparation of the financial statements and for engaging
the independent public accountants with whom the Committee reviews the scope of 
the audits and the accounting principles to be applied in financial reporting.  
The Committee meets regularly with the independent public accountants and 
representatives of management to review their activities and ensure that each is
properly discharging its responsibilities. 

 /s/Bradley B. Buechler      /s/David B. Mueller       /s/Randy C. Martin

 PRESIDENT, CHIEF EXECUTIVE   VICE PRESIDENT OF FINANCE AND CORPORATE CONTROLLER
 AND CHIEF OPERATING OFFICER  CHIEF FINANCIAL OFFICER

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO SPARTECH CORPORATION

We have audited the accompanying consolidated balance sheet of SPARTECH 
Corporation (a Delaware Corporation) and subsidiaries as of October 28, 1995 and
October 29, 1994, and the related consolidated statements of operations, 
shareholders' equity, and cash flows for each of the three fiscal years in the 
period ended October 28, 1995.  These consolidated financial statements are the 
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of SPARTECH Corporation and 
subsidiaries as of October 28, 1995 and October 29, 1994, and the results of 
their operations and their cash flows for each of the three fiscal years in the 
period ended October 28, 1995 in conformity with generally accepted accounting 
principles. 

St. Louis, Missouri                       /s/ Arthur Andersen LLP
December 6, 1995

Annual Report - page 20


SPARTECH CORPORATION AND SUBSIDIARIES
FIVE YEAR FINANCIAL SUMMARY

(Dollars in thousands, except per share amounts)

The following table sets forth selected financial data for each of the most 
recent five fiscal years.  All data presented has been retroactively restated, 
giving effect to the discontinuance of the polyethylene film segment. 

                                           FISCAL YEAR
                           1995     1994       1993      1992      1991   

SUMMARY OF OPERATIONS

Net Sales                $352,273  $256,593  $189,401  $168,800  $155,710

Cost of Sales and 
Other Expenses            326,939   239,561   178,269   159,085   150,904

Amortization of 
Intangibles                   730       622       563       537       532

Nonrecurring Transactions       -         -         -         -    (3,500)

Operating Earnings-
Continuing Operations    $ 24,604   $16,410   $10,569    $9,178      $774

Interest Expense           $4,960    $3,125    $3,350    $4,495    $6,201

Net Earnings (Loss)

   Continuing operations $14,534    $10,835    $6,716    $4,220   $(5,714)

   Discontinued operations     -          -         -         -   (12,000)

                         $14,534    $10,835    $6,716    $4,220  $(17,714)

PER SHARE INFORMATION

Fully Diluted Earnings

   Continuing operations    $.60       $.46      $.30     $ .21    $(1.85)

   Discontinued operations     -          -         -         -     (3.17)

                            $.60       $.46      $.30     $ .21    $(5.02)

Dividends Declared          $.09       $-        $-       $-       $-

BALANCE SHEET INFORMATION

Working Capital          $45,108    $26,351   $25,032   $23,997   $22,299

Long-Term Debt, Less Current Maturities

   Senior                $59,510    $26,285   $26,283   $30,783   $34,250   

   Subordinated                -     10,134    10,134    10,134    40,297

                         $59,510    $36,419   $36,417   $40,917   $74,547

Shareholders' Equity     $72,128    $58,233   $46,041   $39,121    $5,705

Total Assets            $178,329   $135,720  $114,194  $106,546  $108,752

Annual Report - page 21


CORPORATE AND DIVISION MANAGEMENT

CORPORATE MANAGEMENT

-picture-

Daniel J. Yoder
Vice President
Engineering & Technology

Terry F. Tisza
Director of Sales &
Marketing Compound Division

David G. Pocost
Director of Quality & Environmental Affairs

Randy C. Martin
Corporate Controller

Bradley B. Buechler
President, Chief Executive and Chief Operating Officer

David B. Mueller
Vice President Finance, Chief Financial Officer and Corporate Secretary

DIVISION GENERAL MANAGERS

EXTRUDED SHEET & ROLLSTOCK

-picture-

Left to right:   W. Harrison Hiatt,   Patrick B. Fleming, Johnnie W. Sepulvado,
Greg S. Nagel, and   William F. Phillips 

MERCHANT COMPOUNDING

-picture-

Left to right:   John D. Edwards,   Howard K. Pomerantz, and Stephen J. Byron 

MANAGEMENT CHANGES - 1995

In August, Greg S. Nagel, formerly Spartech Plastics-Central and East 
Controller, was appointed General Manager of Spartech Plastics-East. 

In September, Randy C. Martin, formerly with KPMG Peat Marwick LLP, was 
appointed Corporate Controller of the Company. 

In October, Patrick B. Fleming and John D. Edwards were appointed to the 
additional posts of General Managers of Spartech Plastics-Mideast (Paulding) 
and Spartech Compounding (Goddard), respectively. 

Annual Report - page 22

DIRECTORS

-pictures of-

John F. Arning   Bradley B. Buechler   Thomas L. Cassidy   W.R. Clerihue

Francis J. Eaton   David B. Mueller   Jackson W. Robinson   Rodney H. Sellers

John F. Arning, age 70, has been a member of the Board since January 1992. He is
a retired partner of the law firm of Sullivan & Cromwell, having held that 
position from January 1957 through his retirement on January 1, 1992.  Mr. 
Arning also serves as a Director of Box Energy Corporation. His term as Director
expires at the 1998 annual meeting. 

Bradley B. Buechler, age 47, President, Chief Executive and Chief Operating 
Officer of the Company, has been a member of the Board since February 1984. He 
is a CPA and was with Arthur Andersen & Co. prior to joining the Company in 
1981. Mr. Buechler was the Corporate Controller and Vice President, Finance of 
the Company from 1981 to 1984. He became Chief Operating Officer of the Company 
in 1985, the Company's President in 1987, and Chief Executive Officer effective 
October 1, 1991. He is also the immediate past Chairman of the Sheet Producers 
Division of the Society of Plastics Industry. His term as Director expires at 
the 1998 annual meeting. 

Thomas L. Cassidy, age 67, has been a member of the Board since February 1986. 
He has been a Managing Director of Trust Company of the West and a senior 
partner of TCW Capital since 1984.  Prior to 1984, he was a Managing Director of
The First Boston Corporation. Mr. Cassidy serves on the Board of Directors of 
Federal Paper Board Company, Inc., DeVlieg-Bullard, Inc., and Holnam, Inc.  His 
term as Director expires at the 1997 annual meeting. 

W.R. Clerihue, age 72, Chairman of the Board of the Company, has been a member 
of the Board since February 1990. He became Chairman of the Board effective 
October 1, 1991. Mr. Clerihue is currently a consultant and also a Director of 
Federal Paper Board Company, Inc., New York. He is retired from Celanese 
Corporation, with his last position at Celanese being Executive Vice President 
and Chief of Staff. His term as Director expires at the 1996 annual meeting. 

Francis J. Eaton, age 56, has been a member of the Board since December 1989. He
is a polymer technologist and, after joining British Vita PLC in 1958, became 
General Manager of the Industrial Polymer Division in 1971. He was appointed to 
British Vita's Board of Directors in 1975 and became their Deputy Chief 
Executive effective October 1, 1991. Mr. Eaton is a council member of the 
British Rubber Manufacturer's Association in the United Kingdom. His term as 
Director expires at the 1998 annual meeting. 

David B. Mueller, age 42, Vice President, Chief Financial Officer, and Secretary
of the Company, has been a member of the Board since March 1994. He is a CPA and
was with Arthur Andersen & Co. from 1974 through 1981. Mr. Mueller was Corporate
Controller of Apex Oil Company from 1981 through 1988. He became Vice President 
and Chief Financial Officer of the Company in 1988 and was named Secretary in 
1991. His term as Director expires at the 1997 annual meeting.  

Jackson W. Robinson, age 53, has been a member of the Board since March 1993. He
is President of Winslow Management Company, having held that position since 
1983. He is also a Director of Merlin International Green Investment Trust, 
Jupiter European Investment Trust, National Gardening Association, and Suffield 
Academy. His term as Director expires at the 1996 annual meeting. 

Rodney H. Sellers, age 49, has been a member of the Board since December 1989. 
He is a Chartered Accountant in the United Kingdom. He joined British Vita PLC 
in 1971, was appointed to British Vita's Board of Directors in 1974, and on July
1, 1990, he became their Chief Executive. His term as Director expires at the 
1997 annual meeting. 

Committees of the Board of Directors

Compensation Committee   Audit Committee

John F. Arning           John F. Arning      
Thomas L. Cassidy        W.R. Clerihue
W.R. Clerihue            Jackson W. Robinson
Francis J. Eaton
Jackson W. Robinson

Annual Report - page 23

INVESTOR INFORMATION

COMMON STOCK AND DIVIDEND INFORMATION

SPARTECH Corporation's common stock is traded on the New York Stock Exchange 
under the symbol "SEH." As of January 1, 1996, there were approximately 5,000 
shareholders of the Company's common stock. The table below sets forth the high 
and low closing prices for SPARTECH's common stock, along with dividends 
declared, during each quarter of fiscal 1994 and 1995. 

                       Fiscal 1994                       Fiscal 1995
               Stock  Price       Dividends   Stock Price      Dividends
              High       Low      Declared   High      Low     Declared

First Quarter $4 13/16   $3 9/16       $-    $5 3/4    $4 7/8     $-

Second Quarter 5 3/4      4 1/8         -     6 5/8     5 1/8       .03*

Third Quarter  5          4 1/8         -     6 5/8     5 5/8       .03

Fourth Quarter 6          4 1/8         -     7 3/4     6 3/8       .03

* Represents special three cent per share dividend declared just following the 
close of the Company's second quarter. 

Prior to 1995, the Company had not paid a cash dividend on its common stock 
since it was founded in 1968. Effective with the third quarter of fiscal 1995, 
the Board of Directors established a policy of declaring a regular quarterly 
cash dividend on the Company's common stock. 

RESEARCH AND INFORMATIONAL REPORTS

Research and informational reports on SPARTECH Corporation are available from 
the following companies/individuals by calling SPARTECH Investor Relations at 
(314) 721-4242 or the listed companies direct at the numbers shown below: 

A. G. Edwards             Mike Braig        (314) 289-5894

Cruttenden Roth           Pete Castellanos  (805) 966-5205

Stifel, Nicolaus & Co.    Richard  Hilgert  (314) 342-2258

Wealth Monitors           Michael Lamb      (913) 345-2822

TRANSFER AGENT & REGISTRAR

The Company's transfer agent & registrar is Boatmen's Trust Company, 510 Locust 
Street, St. Louis, Missouri 63101. 

ANNUAL SHAREHOLDERS' MEETING

SPARTECH Corporation's Annual Shareholders' Meeting will be held on Wednesday, 
March 13, 1996 at the Pierre Laclede Conference Center, 7733 Forsyth Boulevard, 
Clayton, Missouri 63105 at 10:00 a.m.  A formal notice of the meeting, together 
with a Proxy Statement, will be mailed before the meeting to shareholders 
entitled to vote. 

REPORT ON FORM 10-K

The Company will provide, without charge to any shareholder, a copy of its 1995 
Report on Form 10-K as filed with the Securities and Exchange Commission.  
Written requests should be directed to: 

Investor Relations
Attention: Randy Martin
SPARTECH Corporation
7733 Forsyth Boulevard, Suite 1450
Clayton, Missouri 63105
(314) 721-4242
FAX (314) 721-1447

Annual Report - page 24