Securities and Exchange Commission
Washington, D.C. 20549


Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-Q.

Sincerely,

SPARTECH CORPORATION

/s/  Randy Martin
Randy Martin
Vice President - Finance and Chief Financial Officer
                                        
                                        
<PAGE>
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549
                                        
                                    Form 10-Q
                                        
                                        
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                        
                 For the quarterly period ended January 30, 1999
                                        
                                        
                          Commission File Number 1-5911
                                        
                                       SPARTECH CORPORATION
             (Exact name of registrant as specified in its charter)
                                        
           DELAWARE                             43-0761773
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)             Identification No.)

          7733 Forsyth Boulevard, Suite 1450, Clayton, Missouri,  63105
                    (Address of principal executive offices)
                                        
                                 (314) 721-4242
              (Registrant's telephone number, including area code)
                                        
                                        
                                        
     Indicate by checkmark 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
                                                                                
                                                                                
     Number of shares outstanding as of January 30, 1999:

     Common Stock, $.75 par value per share            26,945,382

                                        
<PAGE>
                                        
                                        
                      SPARTECH CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX
                                        
                                January 30, 1999
                                        
                                        
                                        
PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of January 30, 1999 and October 31, 1998       3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter ended
          January 30, 1999 and January 31, 1998             4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for quarter ended
          January 30, 1999 and January 31, 1998             5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        6

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS     9


PART II.  OTHER INFORMATION                               13

          SIGNATURES                                      14

                         PART I - FINANCIAL INFORMATION
                                        
                                        
<PAGE>
                                        
Item 1.  FINANCIAL STATEMENTS

                      SPARTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                  (Dollars in thousands, except share amounts)
                                        
                                     ASSETS
                                          Jan. 31, 1999
                                           (unaudited)    Oct. 31, 1998
Current Assets
  Cash and equivalents                       $  6,024        $  7,247
  Receivables, net                             92,430          91,631
  Inventories                                  69,417          64,859
  Prepayments and other                        10,036           9,459
     Total Current Assets                     177,907         173,196

Property, Plant and Equipment                 271,094         263,626
  Less accumulated depreciation                61,527          56,739
     Net Property, Plant and Equipment        209,567         206,887

Goodwill                                      150,599         148,668

Other Assets                                    4,921           4,558
                                             $542,994        $533,309

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                        
Current Liabilities
  Current maturities of long-term debt       $  8,817        $  8,948
  Accounts payable                             58,049          59,578
  Accrued liabilities                          32,917          32,466
     Total Current Liabilities                 99,783         100,992

Long-Term Debt, Less Current Maturities       246,919         245,272

Other Liabilities                              34,660          33,449

     Total Long-Term Liabilities              281,579         278,721

Shareholders' Equity
  Common stock, 27,550,107 shares issued
     in 1999 and 1998                          20,663          20,663
  Contributed capital                          97,654          99,407
  Retained earnings                            57,459          50,185
  Treasury stock, at cost, 604,725 shares
     in 1999 and 688,917 shares in 1998      (10,081)        (11,875)
  Cumulative translation adjustments          (4,063)         (4,784)

     Total Shareholders' Equity               161,632         153,596
                                             $542,994        $533,309

See accompanying notes to consolidated financial statements.


<PAGE>

                      SPARTECH CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
           (Unaudited and amounts in thousands, except per share data)
                                        

                                                  QUARTER ENDED
                                           Jan. 30, 1999  Jan. 31, 1998

Net Sales                                    $167,801        $133,081

Costs and Expenses
  Cost of sales                               137,604         110,601
  Selling and administrative                   10,125           8,161
  Amortization of intangibles                     997             541
                                              148,726         119,303

Operating Earnings                             19,075          13,778
  Interest                                      3,851           2,345

Earnings Before Income Taxes                   15,224          11,433
  Income Taxes                                  6,067           4,412

Net Earnings                                 $  9,157        $  7,021


Net Earnings Per Common Share:

  Basic                                      $    .34        $    .27
  Diluted                                    $    .32        $    .25

Weighted Average Number of Shares Used in
 Computing Net Earnings per Common Share:

  Basic                                        26,896          26,398
  Diluted                                      28,748          28,101

Dividends Per Common Share                   $    .07        $    .06

See accompanying notes to consolidated financial statements.


<PAGE>


                      SPARTECH CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                      (Unaudited and dollars in thousands)
                                        

                                                  QUARTER ENDED
                                           Jan. 30, 1999  Jan. 31, 1998

Cash Flows from Operating Activities
  Net earnings                               $  9,157        $  7,021
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization            5,667           3,546
       Change in current assets and
          liabilities                         (1,171)         (6,089)
  Other, net                                      897             677
     Net cash provided by operating
       activities                              14,550           5,155

Cash Flows from Investing Activities
  Capital expenditures                        (4,956)         (2,056)
  Business Acquisitions                      (10,437)         (3,095)
  Retirement of assets                             20              32
     Net cash used for investing activities  (15,373)         (5,119)

Cash Flows from Financing Activities
  Bank Borrowings for Business Acquisitions    10,437           3,095
  Net borrowings (payments) on revolving
     credit facilities                        (8,037)              55
  Payments on bonds and leases                  (962)           (658)
  Cash dividends on common stock              (1,883)         (1,589)
  Stock options exercised                         480             329
  Treasury stock acquired                       (439)         (2,341)
     Net cash used for
       financing activities                    (404)          (1,109)

  Effect of exchange rate changes on cash
     and equivalents                                4            (58)

Decrease In Cash and Equivalents              (1,223)         (1,131)

Cash and Equivalents At Beginning Of Period     7,247           6,058

Cash and Equivalents At End Of Period        $  6,024        $  4,927


See accompanying notes to consolidated financial statements.


<PAGE>


                      SPARTECH CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)


NOTE A - Basis of Presentation

      The accompanying consolidated financial statements include the accounts of
Spartech  Corporation and its wholly owned subsidiaries (the "Company").   These
financial  statements have been prepared on a condensed basis and,  accordingly,
certain   information  and  note  disclosures  normally  included  in  financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed or omitted pursuant to the rules and  regulations  of  the
Securities and Exchange Commission.  In the opinion of management, the financial
statements  contain  all  adjustments (consisting  solely  of  normal  recurring
adjustments) and disclosures necessary to make the information presented therein
not  misleading.  These financial statements should be read in conjunction  with
the   consolidated  financial  statements  and  accompanying  footnotes  thereto
included in the Company's October 31, 1998 Annual Report on Form 10-K.

      The  Company's  fiscal year ends on the Saturday closest  to  October  31.
Operating results for the first quarter are traditionally seasonal in nature and
are not necessarily indicative of the results expected for the full year.


NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.   Inventories at January 30, 1999 and October 31, 1998 are comprised  of
the following components:

                                               1999            1998
          Raw materials                      $ 45,987        $ 42,016
          Finished goods                       23,430          22,843

                                             $ 69,417        $ 64,859


<PAGE>


                                        
                      SPARTECH CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)


NOTE C - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for the
quarter ended January 30, 1999 and January 31, 1998 is as follows:

                                               1999            1998
  Cash paid for:
     Interest                                $  1,579        $     61
     Income taxes                            $    312        $    304


NOTE D - Commitments and Contingencies

      The  Company currently has no litigation with respect to any environmental
matters.

Note E - Comprehensive Income

     On November 1, 1998 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130--"Reporting Comprehensive Income".  Comprehensive
Income is an entities change in equity during the period from transactions,
events and circumstances from non-owner sources.  A summary of the components of
Total Comprehensive Income follows:

                                                   QUARTER ENDED
                                           Jan. 30, 1999  Jan. 31, 1998

Net Earnings                                 $  9,157         $  7,021
Foreign currency translation
  adjustments                                     721          (1,046)
     Total Comprehensive Income              $  9,878         $  5,975


     The Company's other comprehensive income consists solely of foreign
currency translation adjustments.  Accumulated other comprehensive income is
represented on the balance sheet as cumulative translation adjustments as of
January 30, 1999 and October 31, 1998, respectively.


<PAGE>

Note F - Acquisitions

     On January 7, 1999 the Company completed its acquisition of the net assets
of Lustro Plastics Company, a custom sheet and rollstock extruder with annual
sales of approximately $28 million.  The total purchase price was approximately
$10.4 million, including estimated costs of the transaction.  The fair value of
assets acquired, including $2.8 million  of goodwill, and liabilities assumed
were $13.9 million and $3.5 million, respectively.  The acquisition was funded
through the Company's existing bank credit facility.


<PAGE>

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations


     Net sales for the first quarter ending January 30, 1999 increased by 26% to
$167.8 million, as compared to $133.1 million during the same quarter last year,
and operating earnings rose by 38% to $19.1 million, from $13.8 million reported
for  the  first  quarter  of 1998.  First quarter 1999 net  earnings  were  $9.2
million,  or  $.32  per  diluted share, compared to $7.0 million,  or  $.25  per
diluted share, reported in 1998.

      Net  sales  of  the Extruded Sheet & Rollstock group increased  to  $105.0
million,  with  a  negative 7% price/product mix change being  offset  by  a  7%
increase  in base volume.  Sales to the growing packaging and recreation/leisure
markets led the solid increase in base volume for the sheet group.  Net sales of
the Color & Specialty Compound group grew to $50.5 million for the first quarter
as  the  impact  of our 1998 midyear acquisitions of both Polycom  Huntsman  and
Plasticolour were realized.  Base volume increased by 8% while price/mix related
changes  had  a  negative 12% effect on sales.  The Molded  &  Profile  Products
segment  benefited from the October 1998 acquisition of Anjac-Doron.  Sales  for
the group were up 17% to $12.3 million as compared to $10.5 million for the same
three-month period last year.

     Cost of sales increased 24% to $137.6 million for the quarter ended January
30,  1999,  compared  with  $110.6 million for the  same  period  of  1998,  but
decreased to 82.0% of net sales for 1999 from 83.1% for 1998. The more favorable
cost  of  sales percentage in 1999 represents a decline in overall raw  material
prices  and improved production efficiencies partially offset by an increase  in
depreciation as a result of capital expenditures incurred by the Company  during
the last 24 months.

      Selling and administrative expenses of $10.1 million for the first quarter
of  1999 increased when compared to $8.2 million for the similar period in  1998
but decreased to 6.0% of net sales for 1999 from 6.1% in 1998.

      Operating  earnings  for the quarter ended January  30,  1999  were  $19.1
million (11.4% of net sales) compared to $13.8 million (10.4% of net sales)  for
the  corresponding  period  in 1998.  These gains  in  operating  earnings  were
achieved  through  the increased sales levels, improved production  efficiencies
and the declines in raw material prices, discussed above.

      Interest  expense of $3.9 million for the quarter ended January  30,  1999
increased  from  $2.3  million  for the same period  in  1998  as  a  result  of
borrowings  related  to  the  Polycom Huntsman,  Plasticolour,  and  Anjac-Doron
acquisitions completed in 1998.

      The  Company's effective tax rate was 39.9% for the first quarter of  1999
compared to 38.6% in 1998.

<PAGE>

Environmental and Inflation

      The  Company is subject to various laws and regulations governing employee
safety  and  the quantities of certain specified substances that may be  emitted
into  the air, discharged into waterways, and otherwise disposed of on  and  off
the  properties  of  the Company.  The Company does not anticipate  that  future
expenditures  for  the  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 which 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;  the
pricing of 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 1999.


Liquidity and Capital Resources

Cash Flow

      The  Company's  primary sources of liquidity have  been  cash  flows  from
operating activities and borrowings from third parties.  The Company's principal
uses  of  cash have been to support its operating activities, invest in  capital
improvements, and finance strategic acquisitions.  The Company's cash flows  for
the periods indicated are summarized as follows:
                                                  First Quarter
                                               1999            1998
                                              (Dollars in millions)
  Net cash provided by
     operating activities                    $   14.6     $     5.2

  Net cash used for
     investing activities                    $  (15.4)   $     (5.1)
  Net cash used for
     financing activities                     $  (0.4)        $(1.1)

  The Company continues to generate strong cash flows from operations, resulting
from the 30% increase in net earnings in the first quarter 1999 compared to  the
corresponding period of the prior year.  Operating cash flows used  for  changes
in working capital totaled $1.2 million in the quarter ended January 30, 1999.

   The  Company's  primary  investing activities are  capital  expenditures  and
acquisitions  of businesses in the plastics industry.  Capital expenditures  are
primarily incurred to maintain and improve productivity, as well as to modernize
and  expand facilities.  Capital expenditures for the quarter January  30,  1999
were  $5.0  million as compared to $2.1 million for the first quarter  of  1998.
The  Company anticipates total capital expenditures of approximately $22 million
for fiscal 1999

      The cash flows used by financing activities were $.4 million for the first
quarter  of 1999.  The primary activity was the bank borrowings of $10.4 million
for  the  Lustro  Plastics Company acquisition, net repayment of  debt  of  $9.0
million, and cash dividend payments of $1.9 million.

<PAGE>

Financing Arrangements

      On March 31, 1998 the Company amended its $40 million bank credit facility
to  $150  million. The bank credit facility has a five-year term, with  interest
payable  at  a rate chosen by the Company of either prime or LIBOR plus  .5%  to
1.0%.   The bank credit facility consists of a $50 million term loan, which  has
equal quarterly payments due of $2.5 million over five years, and a $100 million
revolving facility.  At January 30, 1999 the company had total borrowings  under
the bank credit facility of $102.1 million at a weighted average rate of 6.4%

      The Company anticipates that cash flow from operations, together with  the
financing and borrowings under the Company's bank credit facility, will  satisfy
its  working  capital  needs, regular quarterly dividends, and  planned  capital
expenditures for the next year.


<PAGE>
Other

   The Company has already modified substantially all of its computer systems to
be  Year 2000 compliant.  The Company has only needed to expend a limited amount
on  specific  Year  2000 related issues.  The Company does  not  anticipate  any
significant  costs,  problems, or uncertainties associated with  any  additional
Year 2000 compliance efforts. The implementation of new information systems  and
other  software and hardware replacements / upgrades take place  in  the  normal
course  of  our  business.  Our Year 2000 readiness has been enhanced  by  these
efforts without the incurrence of significant incremental costs.

   The  Company could potentially experience disruption to some aspects  of  its
operations as a result of noncompliant systems utilized by unrelated third party
governmental  and business entities.  The Company continues to communicate  with
others  with  whom  it does significant business to determine  their  Year  2000
compliance  readiness and the extent to which the Company is vulnerable  to  any
third  party  Year 2000 issues.  These plans will evolve as 1999 progresses  and
more  information is gained on the Year 2000 readiness of any of our third party
suppliers.

   The  Company  is  in the process of developing contingency  plans  to  ensure
critical  operations continue uninterrupted or mitigates the impact of any  Year
2000 failures.

       The   information  presented  herein  contains  certain   forward-looking
statements,  defined  in Section 21E of the Securities  Exchange  Act  of  1934.
Forward-looking  statements represent our judgement  relating  to,  among  other
things,  future results of operations, growth plans, sales, capital requirements
and  general industry and business conditions applicable to us.  They are  based
largely  on  our current expectations and are subject to a number of  risks  and
uncertainties.   Actual  results could differ materially  from  the  information
contained  in  the  forward-looking statements  due  to  a  number  of  factors,
including changes in the availability and cost of raw materials, changes in  the
economy  in general, unanticipated developments and competitive factors  in  the
plastics industry that may prevent us from competing successfully in existing or
new  markets,  and our ability to manage our growth effectively.  Investors  are
also  directed  to  the  discussion of risks and uncertainties  associated  with
forward-looking statements contained in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission.

<PAGE>

PART II - OTHER INFORMATION
                                        
Item 6 (a).    Exhibits

               11 Statement re Computation of Per Share Earnings

               27 Financial Data Schedule

Item 6 (b).    Reports on Form 8-K

               None

<PAGE>

                                   SIGNATURES
                                        
      Pursuant  to the requirements 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
                                              (Registrant)




Date:   February 26, 1999                 /s/Bradley B. Buechler
                                          Bradley B. Buechler
                                          President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)




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


<PAGE>

                                                                      EXHIBIT 11
                                        
                      SPARTECH CORPORATION AND SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                      (In thousands, except per share data)
                                        

                                                    QUARTER ENDED
                                                January 30, January 31,
                                                    1999        1998
NET EARNINGS
  Basic and diluted net earnings                   $ 9,157     $ 7,021


WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic weighted average common shares
       outstanding                                  26,896      26,398
  Add: Shares issuable from assumed exercise
       of options                                    1,852       1,703

  Diluted weighted average shares                   28,748      28,101
       outstanding


NET EARNINGS PER SHARE:

  Basic                                            $   .34     $   .27

  Diluted                                          $   .32     $   .25