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

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

                  For the fiscal year ended October 30, 2004


                         Commission file number 1-5911

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

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  43-0761773
                    (I.R.S. Employer Identification Number)

       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(b) 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]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
  YES  [X]     NO  [  ]

   The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $724,659,535 on May 1, 2004.

There were 32,203,854 total shares of common stock outstanding as of December
31, 2004.

                      Documents incorporated by reference
   1)  Portions of the 2004 Annual Report to Shareholders (Parts I and II).
   2)  Portions of the Definitive Proxy Statement for the 2005 Annual Meeting
   of Shareholders (Part III).


                                    PART I

Item 1.   BUSINESS

General

      Spartech Corporation (the "Company"), together with its subsidiaries,  is
an  intermediary processor of engineered thermoplastics.  The Company  converts
base  polymers, or resins, from commodity suppliers into extruded plastic sheet
&  rollstock,  specialty  film laminates, acrylic products,  specialty  plastic
alloys,  color concentrates & blended resin compounds, and injection  molded  &
profile  extruded  products.  Our  products are  sold  to  approximately  7,300
original  equipment manufacturers and other customers in a wide  range  of  end
markets.  We  operate  49 production facilities in North  America  and  two  in
Europe, and are organized into three reportable segments, based on the products
we  manufacture:  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.  Our custom sheet  and
 rollstock   is  utilized  in  several  end  markets  including  food/medical
 packaging,  signs/advertising, spas, bathtubs  &  shower  surrounds,  burial
 vault  liners,  automotive  &  recreational vehicle  components,  aircrafts,
 boats,  security windows, and refrigerators.  The Company is North America's
 largest  extruder of custom rigid plastic sheet and rollstock, operating  28
 facilities in the United States, Canada, Mexico and France under  the  names
 Spartech Plastics, Spartech Polycast and Spartech PEP.

 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,  wall coverings, and other end markets.  We produce and  distribute
 these  products  from  16  facilities  under  the  names  Spartech  Polycom,
 Spartech  Color,  and Spartech Vy-Cal in the United States,  Canada,  Mexico
 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  and
 acrylic  products for a variety of industries.  We manufacture these  molded
 and  profile products from seven facilities in the United States and  Canada
 under  the  names Spartech Industries, Spartech Profiles, Spartech Townsend,
 and Spartech Marine.


      Spartech was incorporated in the State of Delaware in 1968, succeeding  a
business  which  had  commenced operations in 1960.   Our  principal  executive
office  is  located at 120 South Central Avenue, Suite 1700, Clayton,  Missouri
63105-1705.   Our telephone number is (314) 721-4242.  Our website  address  is
www.spartech.com.

Industry Overview

  The  intermediary processor segment of the plastics industry  is  fragmented,
with over 2,000 plastics processing companies many of which compete with us  in
one or more of the following areas in which we operate:

*     Sheet  Extrusion  - Plastic sheet is produced by forcing  melted  plastic
  through a 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 molten polymer
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, continuous cast acrylics,  blown  film
extrusion,  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;
*    Processors seeking to focus on fewer core competencies and outsourcing non-
core operations;
*    Increased capital and technical capabilities necessary to increase
production efficiencies and expand capacity; and
*    Customers seeking to deal with fewer suppliers.


Our Competitive Strengths

 Our competitive strengths include:

 *    Market Position. According to the Plastics News Market Data Book, December
    27, 2004, we are the largest producer of extruded 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 six significant acquisitions
    of businesses over the past five years. Our successful integration of these
    acquisitions  into  our  business has enabled us to achieve  synergies  and
    operating leverage through:

    -    Greater geographic presence to service customers and respond to certain
       concentrated markets;
    -    Centralized purchasing of raw materials and other cost synergies;
    -    Improved resource utilization through 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,
    consistentproduct  quality,  outstanding customer service, and  i
    nnovative  technical solutions for our customers.

 *     Diversified  Customer Base. We sell our products to approximately  7,300
    customers in a broad range of end markets, with no single customer
     accounting for more than 6% of our 2004 sales. Our top 25 customers
    represented 32% of our 2004  sales.  Based on our classification of end
    markets, packaging is  our largest single market, accounting for
    approximately 24% of our 2004 sales. The packaging market generally
    experiences faster growth and less cyclicality than the other major markets
   served by plastics processors.

 *    Geographic Presence.  Our 51 plants are strategically located in 42 cities
    throughout North America and in one city in France.  The close proximity
     of our plants  to  our customers saves shipping costs, reduces delivery
     times  and increases our presence in a variety of markets.

 *     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, 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.  We call  our  new  products  Alloy
Plastics  and the substitution process Product Transformations, and  additional
information  regarding  these  items is covered  in  the  Operating  Philosophy
section  that  subsequently  follows.  Significant acquisitions  of  businesses
completed over the last five years are summarized below:


Date Acquired    Business Acquired              Products / Segments
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
March 2003       Polymer Extruded Products      Film & Extruded
                                                Sheet
September 2003   TriEnda Division of Wilbert,   Extruded Sheet &
                 Inc.                           Rollstock
October 2004     VPI Divisions -
                  Sheet Products Division       Extruded Sheet &
                  Contract Manufacturing        Rollstock
                 Division                       Flexible Thick-gauge
                   Film & Converting Division   sheet
                                                Calendered Film &
                                                Converting

   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 51 plants in 43 cities,
and  diversify  our  customer base, all of which help us to  better  serve  our
customers  by  having  the ability 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 28 of the
2004 Annual Report to Shareholders, included in Exhibit 13 to this report.

Our Operating Philosophy

  We developed our current strategic vision in the early 1990's, as we began to
capitalize  on  our core manufacturing competencies and take advantage  of  the
growth  opportunities  in  the  consolidating plastics  industry.   Today,  our
"Focused  Growth" and "Continuous Improvement" strategies further  support  our
commitment to generate value for our customers, stockholders and employees.

Focused  Growth  Strategy-We  call the initiatives  under  our  focused  growth
strategy  the  Four Cornerstones for Growth, which focuses on balanced  revenue
growth  both  through  internal  means  -  new  product  developments,  product
transformation  initiatives and business partnerships - and  through  strategic
acquisitions  and  other  new investments.  The four elements  of  this  growth
strategy are:

*    Business Partnerships.  We are committed to building business partnerships
  that provide long-term growth opportunities and enhance customer
 relationships.   We  regularly  partner with customers and resin suppliers
  to  develop  custom engineered products that significantly
  contribute to strengthening  our position
  in  the  intermediary  processor segment of  the  plastics  industry.   These
  partnerships  offer direct and indirect benefits to us and our  customers  by
  broadening  product  lines, lowering the cost of technological  efforts,  and
  expanding our opportunities in new markets.  In an effort to exceed  customer
  expectations, we have 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 our size and breadth of operations,
  we  believe  that  we  are  well positioned for continued  expansion  through
  selective  acquisitions.  In evaluating acquisition opportunities, we  target
  acquisition  candidates  that:   (1) add complementary  product  lines  (with
  emphasis  on  companies  producing  specialty  or  value-added  thermoplastic
  products)  or serve new markets; (2) increase geographic presence  or  market
  penetration; and (3) provide operational synergies in purchasing,  production
  and  customer service.  In addition, trends and developments in the  industry
  have promoted opportunities for outsourcing transactions whereby customers or
  other  third  parties  look  to sell their non-core  operations/equipment  to
  intermediary processors such as us.  We have also expanded or constructed new
  facilities to increase our capacity for new market growth.

*     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, we have
  participated  in  almost  400 Product Transformations.   In  2004  alone,  we
  completed over 90 new Product Transformations.  We opened a product
  development center (PDC) in Warsaw, Indiana in 2004 the purpose of which
   is to (1) provide customers innovative product and process solutions,
  (2) accelerate the flow of new  products  to  market, (3) design optimal
   product  formulations  and  (4)complement customers
  technical capabilities.  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.   We  utilize the experience of our sales and production  personnel,
  partnerships with suppliers, and relationships with customers to identify and
  help develop new applications for our products.  Product Transformations have
  been a key contributor to our 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.  We aggressively develop 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 our 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.

Our  Continuous Improvement Strategy-Our Continuous Improvement Strategy, under
our  Pyramids  of  Performance  initiatives,  focuses  Spartech  on  continuous
improvement  in  production efficiency, communication and accountability.   The
three components of this strategy are:

*     Pyramid  of  Productivity/Lean.  Combines Supply Chain  Management,  Lean
 Manufacturing,  and Results-Driven Communication efforts to enhance  earnings
 through continuous improvements at each of our 51 operations.
 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   Accountability.    Stresses   trust,   performance,   and
  responsibility  in  order  for us to be able  to  count  on  people  to  keep
  performance  commitments  and  communication  agreements.   The  goal  is  to
  strengthen  the Accountability Culture through clear intentions, interlocking
  ownership, effective execution, elimination of dysfunctional habits,
  responsive recovery,  and measuring results.  It is designed for everyone
   to  achieve  a level  of  awareness that the business as a whole is more
  important than  any single function or level in the Company.

  In addition to these Focused Growth and Continuous Improvement Strategies, we
recently  implemented  our  "Investing  in.People,  Products,  Technology,  and
Globalization" initiative.  This operating initiative represents our short-term
plan  to  support our annual operating excellence and financial  goals.   Under
this initiative, our investments are designed to help accomplish the following:

*     People.  Utilize regional and corporate training to advance the knowledge
  base of all personnel.

*      Products.    Accelerate   Alloy  Plastics  and  Product   Transformation
  introductions through the utilization of our new PDC.

*     Technology.   Continually monitor the development of  new  processes  and
  technologies.

*     Globalization.  Implement our "Three Continent Plan" to become  the  best
  solution oriented global plastics processor of the future.

We   believe   that   our  Investing  in.People,  Products,   Technology,   and
Globalization initiative will help drive growth and additional improvements  in
our operations and production process.


Operating Segments

   We operate our 51 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 expenses) of the Custom  Sheet  &
Rollstock segment for fiscal years 2004, 2003 and 2002 were as follows:

                                   Fiscal Year
                       2004             2003           2002
                                  (in millions)
Net Sales             $750.5           $628.5     $600.5
Operating              $76.1          $  63.1     $  62.3
Earnings

*     Products.   This  segment, operating under the names  Spartech  Plastics,
  Spartech  Polycast  and Spartech PEP, processes a variety of  materials  into
  single/multilayer sheets or rollstock, cell cast acrylic and  specialty  film
  laminates  or acetates on a custom basis for end product manufacturers.   The
  segment's  products are utilized in several end markets including  packaging,
  aerospace,   transportation,   building  &  construction,   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 (such as light
  weight,  weatherable, formable/shapeable, high gloss/non-painted and durable)
  and environmentally-friendly products at reduced costs. The Company currently
  offers 54 such Alloy Plastics, ten of which were introduced in April 2004.

*     Manufacturing  and Production.  This segment operates  27  facilities  in
  North  America  and  one  in  Europe. The principal  raw  materials  used  in
  manufacturing sheet and rollstock are plastic resins in pellet form.
  We extrude 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
     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, we will  coat
     a  plastic  sheet  or  laminate  sheets together  to  achieve  performance
     characteristics desired by our 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.

     Spartech   PEP  manufactures  weatherable  film  laminates  and  cellulose
     specialty  extruded products.  Spartech PEP manufactures  its  weatherable
     film  laminates through an extruded film process which produces  films  as
     thin  as  .0015  inches and as wide as ten feet, and  cellulose  specialty
     products through a flat die casting process which produces films  as  thin
     as  .0075 inches and as wide as 60 inches.  Certain cellulose products are
     then  pressed  and polished using large hydraulic presses  which  produces
     transparent sheeting of high optical quality.

*     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.

  o    We sell sheet and rollstock products principally through our own sales
   force, but we also use a limited number of independent sales representatives.
   During 2004, we sold products of the Custom Sheet & Rollstock segment to more
   than 4,000 customers, including Sub-Zero Freezer Company, The ConAgra Brands,
   Inc., Jacuzzi Incorporated, Igloo Corporation, Textron, Inc. and Newell-
   Rubbermaid.

*     Competition.  The Custom Sheet & Rollstock processing segment  is  highly
  competitive.  Since the Company manufactures a wide variety of  products,  we
  compete in different areas with many other companies. We compete 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, and Klockner-Pentaplast of America, 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  expenses)  of  the  Color  &
Specialty  Compounds  segment for fiscal years 2004,  2003  and  2002  were  as
follows:

                                      Fiscal Year
                       2004              2003              2002
                                     (in millions)
Net Sales             $302.7            $263.0            $235.7
Operating             $  23.7           $  21.0           $  25.7
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 & garden equipment, food  &  medical  packaging,
  vehicle  components, and numerous other products. The segment operates  under
  three business names:

-    Spartech Polycom produces its own line of proprietary compounds & color
   concentrates and also provides toll compounding services for engineered
    resins, flame retardants and other specialty compounds.  In addition,
   Spartech Polycom produces thick-gauge,  flexible sheet, calendered flexible
   film, and converted decorative film.

-     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
   wall coverings, 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  &  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. We create
   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
  (glass-reinforced polypropylene) product introduced in 2001 was the first new
   and additives.  The ReinForce GRPP product of the Color & Specialty
  Compound group that was marketed as an AlloyPlastic.  Several new Alloy
   Plastics have been introduced by this segment since that date.

*     Manufacturing  and  Production.  This segment operates  15  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,
  polystyrene,  ABS, TPO's, and PVC. We also use colorants, mineral  and  glass
  polyethylene, 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 its own sales force,
   but also uses  independent sales representatives. During 2004, the
  Company sold  products of the Color  & Specialty  Compounds segment
  to approximately 2,100 customers, including  the Solo  Cup  Company,
  Lear Corporation,  DaimlerChrysler, Igloo Corporation
 and Pactiv Corporation.

*      Competition.   The  Color  &  Specialty  Compounds  segment  is   highly
  competitive. We compete with some companies which are much larger than we are
  and  have  more  extensive production facilities, larger sales and  marketing
  staffs  and substantially greater financial resources than we do.  We compete
  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, RheTech, 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 expenses)  of  the  Molded  &
Profile Products segment for fiscal 2004, 2003 and 2002 were as follows:

                                      Fiscal Year
                       2004              2003              2002
                                     (in millions)
Net Sales              $68.6             $64.6             $62.1
Operating             $  6.3            $  5.4            $  3.5
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.  We also produce various injection molded
  and profile extruded products that complement the wheels and tire offerings.

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

  -    Spartech Marine specializes in the fabrication of acrylic and other
        custom 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 we participate.

*     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, Profiles, Marine and Townsend market their products throughout  North
  America.   We sell the segment's products principally through our  own  sales
  force,   but  also  use  independent  sales  representatives  and   wholesale
  distributors.  During 2004, we sold products of the Molded & Profile Products
  segment  to  approximately 1,000 customers, including  MTD  Products,  Honda,
  Invacare, and Brentwood Industries.

*     Competition.  The Molded & Profile Products segment is highly competitive
  and  highly  fragmented. Since we manufacture a wide variety of products,  we
  compete in different areas with many other companies, some of which are  much
  larger than we are and have more extensive production facilities, larger sales
  and marketing staffs and substantially greater financial resources than we do.
  We  generally compete 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 Bunzl Extrusion,
  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

    We  use  large  amounts  of  various plastic resins  in  our  manufacturing
processes.   These  resins are crude oil or natural gas derivatives  which  are
available  from a number of domestic and foreign suppliers.  Historically,  our
raw materials are only somewhat affected by supply, demand and price trends  in
the  petroleum  industry, however, more recently the unusually  high  price  of
crude  oil has had a greater impact on increasing the price of plastic  resins,
our   most  significant  raw  material.   We  currently  expect  this   pricing
relationship  to  continue in the foreseeable future.   Past  trends  in  resin
pricing, periods of anticipated or actual shortages of a particular resin,  and
changes  in supplier capacities can also have an impact on the cost of our  raw
materials  during a particular period.  Price spikes in crude oil  and  natural
gas along with the political unrest in oil producing countries have resulted in
unusually  high  pricing  pressures during  2003  and  2004.   These  pressures
resulted  in dramatic increases in the prices of our raw materials.   In  prior
years,  we  were  able to minimize the impact of such price  increases  in  raw
material  costs  by  controlling  our inventory levels,  increasing  production
efficiencies,  passing  through  price changes to  customers,  and  negotiating
competitive  prices  with  our  suppliers.  These  pricing  changes  were  more
difficult  for us to manage and have negatively affected our operating  margins
in  2003 and 2004.  While we will continue to implement the actions noted above
to  help  minimize the impact of price changes on our margins,  the  direction,
degree  of  volatility,  and our ability to manage future  pricing  changes  is
uncertain.

     We  manage  our  principal  purchasing  contracts  through  our  corporate
headquarters  in Clayton, Missouri in order to realize the benefits  of  volume
purchasing and centralized management of the effects of supplier price  changes
to  remain  a  low-cost  producer for our customers.  Since  we  are  a  custom
manufacturer,  we do not typically hedge our purchases of materials,  we  build
little  product  for inventory, and we have a short backlog of  orders  at  any
point  in  time. We have also implemented a centralized program to aggressively
manage  our  inventory levels.   However, we will pre-purchase  inventory  when
significant price increases are predicted to manage the future impact of rising
prices.

Seasonality

    Our 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 our  various
customers in each region.


Backlog

    We  estimate that the total dollar volume of our backlog as of October  30,
2004  and  November 1, 2003 was approximately $120.0 million and $92.9 million,
respectively, which represents approximately six weeks of production  for  2004
and five weeks of production for 2003.


Employees

    Our  total  number  of employees is approximately 3,750.  There  are  2,926
production personnel at our 51 facilities, approximately 27% of whom are  union
employees covered by several collective bargaining agreements. We consider  our
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.  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.  In
September 2003, the New Jersey Department of Environmental Protection issued  a
directive  and the United States Environmental Protection Agency  initiated  an
investigation  related to over 70 companies, including a  Spartech  subsidiary,
regarding  the  Lower Passaic River.  Our subsidiary has agreed to  participate
along  with at least 39 other companies (including several companies  added  in
2004)  in  an  environmental  study to determine  the  extent  and  sources  of
contamination  at  this  site.  We believe it is  possible  that  the  ultimate
liability  from this issue could materially differ from the Company's  $221,000
accrual  as  of  October  30,  2004.  In the  event  of  one  or  more  adverse
determinations  related to this issue, the impact on the Company's  results  of
operations  could  be  material to any specific period.   However,  it  is  our
opinion   that  future  expenditures  for  compliance  with  these   laws   and
regulations,  as  they  relate  to the Lower  Passaic  River  issue  and  other
potential  issues, will not have a material effect on our capital expenditures,
financial position, or competitive position.


International Operations

    Information  regarding  our operations in various  geographic  segments  is
located  in Note 14 to the Consolidated Financial Statements beginning on  page
35 of the 2004 Annual Report to Shareholders, attached hereto as Exhibit 13 and
incorporated by reference.  Our Canadian, French and Mexican operations may  be
affected periodically by foreign political and economic developments, laws  and
regulations, and currency fluctuations.



Internet Access
    Spartech's  Forms 10-K, 10-Q, 8-K and all amendments to those  reports  are
available without charge through the Company's website on the Internet as  soon
as  reasonably  practicable  after  they  are  electronically  filed  with,  or
furnished  to,  the Securities and Exchange Commission.  They may  be  accessed
directly  as  follows:   www.spartech.com, Investor Relations,  SEC  Filings  &
Sec.16 Forms.
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. Buechler 56    Chairman of the Board (since March 1999),
                          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       41    Executive Vice President, Color & Specialty
                          Compounds (since September 2000) and Molded &
                          Profile Products (since May 2004); 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     42    Executive Vice President (since September
                          2000) Corporate Development (since May 2004)
                          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.
Steven J. Ploeger   43    Executive Vice President Custom Sheet &
                          Rollstock (since May 2004); Vice President
                          Spartech Plastics from 2000 to 2004; General
                          Manager Spartech Plastics - North Region from
                          1996 to 2000.  Mr. Ploeger also held various
                          sales management positions with the Company
                          from 1985 to 1996.
David G. Pocost     43    Executive Vice President - Technology and
                          Administration (March 2004 to January 3,
                          2005), 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.
Jeffrey D. Fisher   56    Vice President and General Counsel (since
                          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. Karig    48    Vice President-Purchasing and Supply 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.
Donna F. Loop       46    Vice President Human Resources (since
                          December 2004), Director of Human Resources
                          (February 2001 - December 2004).  Ms. Loop
                          was with Dana Corporation from August 1997 to
                          February 2001 as Human Resource Manager, and
                          was with Spartech Plastics, Cape Girardeau in
                          various positions from September 1980 to
                          August 1997.
Michael G. Marcely  37    Vice President (Since December 2004) and
                          Corporate Controller (since July 2004),
                          Director of Internal Audit January 2003 to
                          July 2004.  Mr. Marcely, a CPA, was with
                          Ernst & Young LLP for four years, Emerson
                          Electric for four years and KPMG LLP for six
                          years before joining the Company in 2003.
William F. Phillips 57    Vice President - National Sales Accounts
                          (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.
Suzanne M. Riney    41    Vice President Environment and Quality (since
                          December 2004), Director of EHS & Training
                          Development (since May 2000), Manager of
                          Environmental Health and Safety from May 1998
                          to May 2000.  Ms. Riney is a Professional
                          Engineer and held various positions in
                          Environmental Consulting and Civil
                          Engineering for 13 years before joining the
                          company in 1998.

Item 2.   PROPERTIES

    The  Company  operates  in  plants  and offices  aggregating  approximately
4,272,000 square feet of space.  Approximately 1,775,000 square feet  of  plant
and  office space is leased with the remaining 2,497,000 square feet  owned  by
the  Company.   A  summary  of  the  Company's principal  operating  facilities
follows:

Custom Sheet & Rollstock
Location        Description        Size in Square  Owned/Leas
                                   Feet            ed
Arlington, TX   Extrusion plant &  135,000         Leased
                offices
Atlanta, GA     Extrusion plant &  85,000          Leased
                offices
Cape            Extrusion plant &  100,000         Owned
Girardeau, MO   offices
                                   14,000          Leased
Clare, MI       Extrusion plant &  31,000          Owned
                offices
Evanston, IL    Extrusion plant &  123,000         Leased
                offices
Greenville, OH  Extrusion plant &  80,000          Owned
                offices
                                   21,000          Leased
Hackensack, NJ  Cast acrylic       81,000          Leased
                plant & offices
La Mirada, CA   Extrusion plant &  64,000          Leased
                offices
Mankato, MN     Extrusion plant &  38,000          Owned
                offices
                                   57,000          Leased
McMinnville,    Extrusion plant &  40,000          Owned
OR              offices
Muncie, IN      Extrusion plant &  152,000         Owned
                offices
Newark, NJ      Extrusion plant &  61,000          Owned
                offices
Paulding, OH    Extrusion plant    71,000          Owned
                & offices
                                   69,000          Leased
Phoenix, AZ     Cast acrylic &     33,000          Leased
                offices
Portage, WI     Extrusion plant &  113,000         Owned
                offices
                                   47,000          Leased
Portage, WI     Extrusion plant    54,000          Leased
Ramos  Arizpe,  Extrusion plant &  55,000          Owned
Mexico          offices
Redlands, CA    Extrusion plant &  60,000          Owned
                offices
Richmond, IN    Extrusion plant &  54,000          Owned
                offices
                                   41,000          Leased
Sheboygan       Extrusion plant &  30,000          Owned
Falls, WI       offices
                                   30,000          Leased
Stamford, CT    Cast acrylic &     80,000          Leased
                offices
                                   7,000           Leased
Taylorville,    Extrusion plant &  39,000          Owned
IL              offices
                                   5,000           Leased
Warsaw, IN      Extrusion plant &  187,000         Owned
                offices
                                   93,000          Leased
Wichita, KS     Extrusion plant &  62,000          Owned
                offices
                                   110,000         Leased
Cornwall #1,    Extrusion plant &  48,000          Leased
Ontario         offices
Cornwall #2,    Extrusion plant &  64,000          Leased
Ontario         offices
Donchery,       Extrusion plant &  66,000          Owned
France          offices
Granby, Quebec  Extrusion plant &  70,000          Owned
                offices
                                   2,570,000


Color & Specialty Compounds

Location         Description           Size in        Owned/Lease
                                       Square Feet    d
Arlington, TX    Compounding plant &   133,000        Leased
                 offices
Atlanta, GA      Compounding sales     5,000          Leased
                 office
Cape Girardeau,  Compounding plant &   56,000         Owned
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
Manitowoc, WI    Compounding plant &   95,000         Owned
                 offices
Ramos   Arizpe,  Compounding plant &   50,000         Owned
Mexico           offices
Salisbury, MD    Calendering plant &   130,000        Owned
                 offices
St. Clair, MI    Compounding plant &   72,000         Owned
                 offices
Stratford,       Color plant &         72,000         Owned
Ontario          offices
                                       25,000         Leased
Donchery,        Compounding plant &   30,000         Owned
France           offices

                                       1,251,000

Molded & Profile Products

Location        Description           Size in        Owned/Lease
                                      Square Feet    d
Des Moines, IA  Cast acrylic plant &  72,000         Owned
                offices
El Monte, CA    Profile plant &       58,000         Leased
                offices
Rancho          Injection molding     17,000         Leased
Cucamonga, CA   plant
Rockledge, FL   Marine products       112,000        Leased
                plant
Tupelo, MS      Injection molding     104,000        Leased
                plant
Warsaw, Indiana Injection molding     41,000         Owned
                plant & offices
Winnipeg,       Profile plant &       47,000         Owned
Manitoba        offices
                                      451,000


   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 32,000.

    The plants located at the premises listed above are equipped with 137 sheet
extrusion  lines,  (73  of  which  run  multi-layered  materials),  29  casting
machines,   38   profile  extrusion  lines,  (12  of  which  run  multi-layered
materials),  52  general  compounding lines,  9  color  compounding  lines,  31
injection   molding  machines,  3  calendering  lines,  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  $32  million  in fiscal 2005) are  adequate  for  the  level  of
business anticipated in fiscal 2005.


Item 3.   LEGAL PROCEEDINGS

    As  discussed  under  Item  1  - Government Regulations  and  Environmental
Matters, the Company has been notified by environmental agencies that it  is  a
potentially  responsible  party  in  connection  with  the  investigation   and
remediation of an environmental site.  The Company believes that its  potential
continuing liability with respect to this site will not have a material adverse
effect   on  its  capital  expenditures,  financial  position,  or  competitive
position.   Due to uncertainties inherent in this manner, management is  unable
to  estimate  the  Company's  possible additional exposure  upon  the  ultimate
outcome of this issue which is not expected to occur for a number of years.  In
addition,   the  Company  initiates  corrective  and  preventive  environmental
projects  of  its  own  at  its operations.  Based on current  information  and
estimates prepared by the Company's environmental engineers and consultants, at
October   30,  2004,  the  Company  had  adequate  accruals  to  cover  current
environmental  expenditures  relating  to  contaminated  sites.   The   accrual
represents  the  Company's best estimate within its range  of  estimated  costs
associated   with   probable  remediation,  based  upon   currently   available
information.   Depending  upon  the results of  future  testing,  the  ultimate
remediation  alternatives undertaken, changes in regulations,  new  information
and  other factors, it is possible that the Company could incur material  costs
in  excess of its accrual at October 30, 2004.  The Company's estimate  of  the
liability may be revised as additional information is obtained.

    The Company is subject to various other claims, lawsuits and administrative
proceedings  arising  in  the  ordinary course  of  business  with  respect  to
commercial, product liability, employment and other matters, several  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.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters were submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended October 30, 2004.


                                    PART II

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

    (a)   The information on pages 38, 39, and 41 of the 2004 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 41 of the 2004
Annual  Report  to Shareholders present the cash dividends declared  in  fiscal
2003  consisting of four quarterly payments at ten cents per share and the cash
dividends  declared  in  fiscal 2004 consisting of four quarterly  payments  at
eleven cents per share.   On December 8, 2004, the Company declared a quarterly
dividend  of twelve cents per share.  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.

 (b)   N/A

 (c)  Repurchases of equity securities during the fourth quarter 2004 are listed
   in the following table.

   Period     Total Number     Average    Total Number      Maximum
                of Shares    Price Paid     of Shares      Number of
                Purchased     per Share   Purchased as    Shares That
                                             Part of      May Yet Be
                                            Publicly       Purchased
                                            Announced      Under the
                                            Plans or       Plans or
                                            Programs       Programs
August               13,900        $23.07        13,900        595,946
September            70,000        $23.67        70,000        525,946
October                   -           n/a             -        525,946
   Total             83,900        $23.57        83,900        525,946

  The Company's Board of Directors authorized the repurchase of up to 1 million
shares  under the August 2002 program.  The maximum number of shares  that  may
yet be purchased under this program is 525,946.  In October 2004, the Company's
Board  of  Directors authorized the repurchase of up to 1 million shares  under
the  October  2004  program.  The maximum number of  shares  that  may  yet  be
purchased under this program is 1 million.

Item 6.   SELECTED FINANCIAL DATA

    The  information  on  pages  38  and  39  of  the  2004  Annual  Report  to
Shareholders,  attached hereto as Exhibit 13, is incorporated by  reference  in
response to this item.

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

    The  information  on  pages  13 through 21 of the  2004  Annual  Report  to
Shareholders,  attached hereto as Exhibit 13, is incorporated by  reference  in
response to this item.

Forward  Looking Statements -  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
Environmental Matters, and International Operations) included herein on pages
11 and 12 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,
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 and 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 October 30,  2004,
we  had  no debt subject to variable short-term interest rates.  We had  $474.1
million  of fixed rate financings outstanding as of October 30, 2004, including
$125.0 million of floating rate debt fixed through November 2004 by an interest
rate  swap.  Based upon the October 30, 2004 balance of the floating rate  debt
fixed by an interest rate swap which expires in November 2004, a change of  one
percent  in  interest rates would cause a change in net income of approximately
$759,000  on  an  annual  basis.  Interest expense  on  the  other  fixed  rate
financings  will not be materially affected by changes in interest  rates  over
the next 12 months.  In addition, the information on page 26, 27, and 36 of the
2004  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 36 of the
2004  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 Company filed  herewith  or
incorporated by reference 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

None.


Item 9A.   CONTROLS AND PROCEDURES
    Spartech maintains a system of disclosure controls and procedures which are
designed to ensure that information required to be disclosed by the Company  in
the  reports  filed  under the Securities Exchange Act  of  1934  is  recorded,
processed, summarized and reported within the time periods specified under  the
SEC's  rules  and  forms.   Based  on an evaluation  performed,  the  Company's
certifying  officers have concluded that the disclosure controls and procedures
were  effective as of October 30, 2004, to provide reasonable assurance of  the
achievement of these objectives.
    Notwithstanding the foregoing, there can be no assurance that the Company's
disclosure  controls  and  procedures will detect or uncover  all  failures  of
persons within the Company and its consolidated subsidiaries to report material
information otherwise required to be set forth in the Company's reports.
    There  was  no  change  in the Company's internal  control  over  financial
reporting  during  the  quarter ended October 30,  2004,  that  has  materially
affected, or is reasonably likely to materially affect, the Company's  internal
control over financial reporting.


Item 9B.   OTHER INFORMATION

None

                                   PART III
Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The information concerning Directors of the Company contained in the section
entitled  "Proposal 1: Election of Directors" of the Definitive Proxy Statement
for the 2005 Annual Meeting of Shareholders, to be filed with the Commission on
or  about January 25, 2005, is incorporated herein by reference in response  to
this item.

   Information concerning the Executive Officers of the Company is contained on
page 14 in Part I of this Report.

    The  information concerning Equity Compensation Plans is contained  in  the
section entitled "Equity Plan Compensation Information" of the Definitive Proxy
Statement  for  the 2005 Annual Meeting of Shareholders, to be filed  with  the
Commission  on  or  about  January 25, 2005,  and  is  incorporated  herein  by
reference in response to this item.

    The information regarding the audit committee and audit committee financial
expert is contained in the section entitled "Board of Directors and Committees"
of  the Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders,
to  be  filed with the Commission on or about January 25, 2005, is incorporated
herein by reference in response to this item.

    Spartech  has adopted a Code of Ethics that applies to the Company's  chief
executive  officer, chief financial officer, and controller;  has  posted  such
Code  of  Ethics on its Internet website; and intends to satisfy the disclosure
requirement  under  Item  10 of Form 8-K by posting  such  information  on  its
Internet  website.   The Company's Code of Ethics may be accessed  through  its
Internet  website  at  www.spartech.com within the Investor Relations/Corporate
Governance section of the site.

Item 11.   EXECUTIVE COMPENSATION

    The information contained in the sections entitled "Executive Compensation"
and  "Compensation of Directors" of the Definitive Proxy Statement for the 2005
Annual  Meeting of Shareholders, to be filed with the Commission  on  or  about
January 25, 2005, 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 2005 Annual Meeting of Shareholders,  to
be  filed  with  the Commission on or about January 25, 2004,  is  incorporated
herein by reference in response to this item.



Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information contained in the sections entitled "Proposal 1: Election of
Directors,"  "Executive Compensation" and "Certain Business  Relationships  and
Transactions" of the Definitive Proxy Statement for the 2005 Annual Meeting  of
Shareholders, to be filed with the Commission on or about January 25, 2005,  is
incorporated herein by reference in response to this item.



Item 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

    The  information contained in the section entitled "Fees Paid to Auditors,"
of  the Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders,
to  be  filed with the Commission on or about January 25, 2005, is incorporated
herein by reference in response to this item.

                                    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
included in this Form 10-K or incorporated by reference from the 2004 Annual
Report to Shareholders filed in part as Exhibit 13 to this Form 10-K:

                                                    Page
                                                               Annual Report
                                                  Form 10-K   to Shareholders

   Report of Independent Registered  Public     F-1           37
Accounting Firm

     Financial Statements

          Consolidated Balance Sheets           -             22

          Consolidated Statements of Operations -             23

          Consolidated Statements of            -             24
Shareholders' Equity

          Consolidated Statements of Cash Flows -             25

     Notes To Consolidated Financial Statements -             26-36

     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.

   (c)   Exhibits

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

    3.1(a)     Restated Certificate of Incorporation
    3.2   Amended and Restated By-Laws, as amended
    4(b)  Rights Agreement dated April 2, 2001 between Spartech Corporation and
          Mellon Investor Services LLC, as Rights Agent
  10.1(c) Amended and Restated Employment Agreement dated November 1, 2002,
          between Bradley B. Buechler and Spartech Corporation
  10.2(d) Transition Agreement and Consulting Agreement dated August 3, 2000,
          between David B. Mueller and Spartech Corporation
  10.3(e) Employment Agreement dated January 1, 2003 between Randy C. Martin
          and Spartech Corporation
  10.4(f) Employment Agreement dated January 1, 2003 between David G. Pocost
          and Spartech Corporation
  10.5(m) Employment Agreement dated December 10, 2003 between George A. Abd
          and Spartech Corporation
  10.6(n) Employment Agreement dated January 1, 2003 between Phillip Karig and
          Spartech Corporation
  10.7    Employment Agreement dated July 1, 2004 between William F. Phillips
          and Spartech Corporation
  10.8(g) Employment Agreement dated December 1, 2003 between Jeffrey D. Fisher
          and Spartech Corporation
  10.9    Employment Agreement dated May 1, 2004 between Steven J. Ploeger and
          Spartech Corporation
  10.10(h)     Form of Indemnification Agreement entered into between Spartech
          Corporation and each of its officers and directors
  10.11(i)     Spartech Corporation 2004 Equity Compensation Plan dated
          December 11, 2003
  10.12(j)  Form of Incentive Stock Option
  10.13(k)  Form of Nonqualified Stock Option
  10.14(l)  Form of Restricted Stock Unit Award
  10.15   Spartech Corporation Deferred Compensation Plan, as amended
  13      Pages 13 through 39 and 41 of 2004 Annual Report to Shareholders
  21      Subsidiaries of Registrant
  23.1    Consent of Independent Registered Public Accounting Firm
  24      Powers of Attorney
  31      Certifications pursuant to Exchange Act Rule 13a-14(a)
  32      Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.
          Section 1350


   Notes to Exhibits
(a)  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.
(b)  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.
(c)  Filed as Exhibit 10.1 to the Company's Form 10-K filed with the Commission
      on January 17, 2003 and incorporated herein by reference.
(d)  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.
(e)  Filed as Exhibit 10.3 to the Company's Form 10-K filed with the Commission
      on January 17, 2003 and incorporated herein by reference.
(f)  Filed as Exhibit 10.4 to the Company's Form 10-K filed with the Commission
      on January 17, 2003 and incorporated herein by reference.
(g)  Filed as Exhibit 10.11 to the Company's Form 10-K filed with the
      Commission on January 16, 2004 and incorporated herein by reference.
(h)  Filed as Exhibit 10.10 to the Company's Form 10-K filed with the
      Commission on January 17, 2003 and incorporated herein by reference.
(i)  Filed as Exhibit 4.1 to the Company's Form S-8 (File No. 333-113752) filed
   with the Commission on March 19, 2004 and incorporated herein by reference.
(j)  Filed as Exhibit 1.01(2) to the Company's Form 8-K dated December 8, 2004
      and incorporated herein by reference.
(k)  Filed as Exhibit 1.01(3) to the Company's Form 8-K dated December 8, 2004
      and incorporated herein by reference.
(l)  Filed as Exhibit 1.01(4) to the Company's Form 8-K dated December 8, 2004
      and incorporated herein by reference.
(m)  Filed as Exhibit 10.6 to the Company's Form 10-K filed with the Commission
      on January 16, 2004 and incorporated herein by reference.
(n)  Filed as Exhibit 10.7 to the Company's Form 10-K filed with the Commission
      on January 16, 2004 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 12, 2005                         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 12, 2005         /s/Bradley B. Buechler   Chairman, President, Chief
                         Bradley B. Buechler      Executive Officer, and
                                                  Director
                                                  (Principal Executive Officer)

January 12, 2005         /s/ Randy C. Martin      Executive Vice President,
                         Randy C. Martin          Chief Financial Officer and
                                                  Director
                                                  (Principal Financial and
                                                  Accounting Officer)

January 12, 2005         /S/ Ralph B. Andy*       Director
                         Ralph B. Andy

January 12, 2005         /S/Lloyd E. Campbell*    Director
                         Lloyd E. Campbell

January 12, 2005         /S/ Walter J. Klein*     Director
                         Walter J. Klein


January 12, 2005         /S/ Pamela F. Lenehan*   Director
                         Pamela F. Lenehan

January 12, 2005         /S/ Jackson W. Robinson* Director
                         Jackson W. Robinson

January 12, 2005         /S/ Richard B. Scherrer* Director
                         Richard B. Scherrer

January 12, 2005         /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



  REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Spartech Corporation:


We have audited the consolidated financial statements of Spartech Corporation
as of October 30, 2004 and November 1, 2003, and for each of the three years in
the period ended October 30, 2004, and have issued our report thereon dated
December 17, 2004 (included in Spartech Corporation's 2004 Annual Report to
Shareholders and incorporated by reference in this Form 10-K).  Our audits also
included the financial statement schedule 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 audits.

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 17, 2004


























                                      F-1


                     SPARTECH CORPORATION AND SUBSIDIARIES
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 FOR FISCAL YEARS ENDED 2004, 2003, AND 2002.
                            (Dollars in thousands)



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

October 30, 2004
   Allowance for    $  3,737        $  1,372      $  (2,112)    $  2,997
      Doubtful
Accounts

November 1, 2003
   Allowance for    $  4,058        $  1,133      $  (1,454)    $  3,737
      Doubtful
Accounts

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



    Fiscal  years 2002, 2003 and 2004 additions and write-offs include activity
relating  to  the acquisition of certain of the businesses and  assets  of  GWB
Plastics Holding Co. in June 2002, Polymer Extruded Products in April 2003  and
the three divisions of VPI in October 2004.













                                      F-2