SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 Form 10-Q


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

              For the quarterly period ended January 29, 2005

                                    or

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

                       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.)

           120 S. Central Suite 1700, Clayton, Missouri,  63105
                 (Address of principal executive offices)

                              (314) 721-4242
           (Registrant's telephone number, including area code)



     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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

     Yes   x                                      No

     Number of shares outstanding as of January 29, 2005:

     Common Stock, $.75 par value per share           32,208,342



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                January 29, 2005



PART I.      FINANCIAL INFORMATION                            PAGE
 Item 1.    CONSOLIDATED CONDENSED BALANCE SHEET -
             as of January 29, 2005 and October 30, 2004       3

             CONSOLIDATED CONDENSED STATEMENT OF
             OPERATIONS - for the quarter ended January 29,
             2005 and January 31, 2004                         4

             CONSOLIDATED CONDENSED STATEMENT OF
             CASH FLOWS - for the quarter ended January 29,
             2005 and January 31, 2004                         5

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL
             STATEMENTS                                        6

 Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS     13

 Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT     22
            MARKET RISK

 Item 4.    CONTROLS AND PROCEDURES                           22

PART II.     OTHER INFORMATION

 Item 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE   23
             OF PROCEEDS

 Item 6.     EXHIBITS                                          23

SIGNATURES                                                     26

CERTIFICATIONS                                                 27
                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                      SPARTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                             (Dollars in thousands)

                                     ASSETS
                                          Jan. 29, 2005
                                           (unaudited)    Oct. 30, 2004
                                           ------------   -------------
Current Assets
  Cash and equivalents                       $ 11,933        $ 48,954
  Receivables, net                            189,792         188,427
  Inventories                                 159,689         142,035
  Prepaids and other                           24,840          20,718
                                           ----------      ----------
     Total Current Assets                     386,254         400,134

Property, plant and equipment                 552,077         538,271
  Less accumulated depreciation               216,820         207,526
                                           ----------      ----------
     Net Property, Plant and Equipment        335,257         330,745

Goodwill, net                                 361,029         361,957
Other Intangible Assets, net                   45,118          43,967
Other Assets                                   20,152          12,811
                                           ----------      ----------
                                           $1,147,810      $1,149,614
                                           ==========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 18,029       $  18,027
  Accounts payable                            115,643         116,386
  Accrued liabilities                          42,830          44,223
                                           ----------       ---------
     Total Current Liabilities                176,502         178,636
                                           ----------       ---------

Convertible subordinated debentures           154,639         154,639
Other long-term debt, less
  current maturities                          292,882         301,425
                                           ----------       ---------
  Total Long-Term Debt                        447,521         456,064

Deferred taxes                                 95,396          94,825
Other long-term liabilities                     9,638           2,357
                                           ----------       ---------


     Total Long-Term Liabilities              552,555         553,246
                                           ----------       ---------

Shareholders' Equity
  Common stock, 33,131,846
     shares issued in 2005 and 2004            24,849          24,849
  Contributed capital                         195,784         196,264
  Retained earnings                           219,089         220,136
Treasury stock, at cost, 923,504 shares
     in 2005 and 952,073 shares in 2004      (22,391)        (23,653)
  Accumulated other comprehensive income        1,422             136
                                           ----------      ----------

     Total Shareholders' Equity               418,753         417,732
                                           ----------      ----------
                                           $1,147,810      $1,149,614
                                           ==========      ==========

See accompanying notes to consolidated condensed financial statements.

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


                                                  QUARTER ENDED
                                           -----------------------------
                                           Jan. 29, 2005  Jan. 31, 2004
                                           -------------  -------------

Net Sales                                    $304,512        $241,463
                                             --------        --------

Costs and Expenses
  Cost of sales                               276,096         208,040
  Selling and administrative                   16,875          14,030
  Amortization of intangibles                   1,258             594
                                             --------        --------
                                              294,229         222,664
                                             --------        --------

Operating Earnings                             10,283          18,799
  Interest                                      6,474           6,330
                                             --------        --------

Earnings Before Income Taxes                    3,809          12,469
  Income taxes                                    991           4,763
                                             --------        --------

Net Earnings                                 $  2,818         $ 7,706
                                             ========        ========



Net Earnings Per Common Share:

  Basic                                      $    .09        $    .26
                                             ========        ========
  Diluted                                    $    .09        $    .26
                                             ========        ========


Dividends Per Common Share                   $    .12        $    .11
                                             ========        ========



See accompanying notes to consolidated condensed financial statements.

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


                                                  QUARTER ENDED
                                           -----------------------------
                                           Jan. 29, 2005  Jan. 31, 2004
                                           -------------  -------------

Cash Flows from Operating Activities
  Net earnings                               $  2,818       $  7,706
  Adjustments to reconcile net earnings
     to net cash provided by
     operating activities:
       Depreciation and amortization           10,296          8,335
       Change in current assets and
          liabilities, net of the effects
          of acquisitions                    (26,257)       (19,901)
  Other, net                                    1,059            592
                                              -------        -------
     Net cash used for
      operating activities                   (12,084)        (3,268)
                                              -------        -------

Cash Flows from Investing Activities
  Capital expenditures                       (13,474)         (5,231)
  Business acquisition                              -         (1,515)
  Outsourcing acquisition                           -         (2,150)
                                              -------         -------
     Net cash used for investing activities  (13,474)         (8,896)
                                              -------         -------

Cash Flows from Financing Activities
  Bank credit facility (payments)/
     borrowings, net                          (8,499)           13,943
  Payments on bonds and leases                   (44)             (34)
  Cash dividends on common stock              (3,865)          (3,229)
  Stock options exercised                         852            1,798
  Treasury stock acquired                     __ (72)            (52)
                                              -------        --------
     Net cash (used for)/provided by
       financing activities                  (11,628)          12,426
                                              -------        --------

  Effect of exchange rate changes on cash
     and equivalents                              165              89
                                              -------        --------

(Decrease)/Increase In Cash and Equivalents  (37,021)             351

Cash and Equivalents at Beginning of Period    48,954           3,779
                                             --------        --------

Cash and Equivalents at End of Period        $ 11,933        $  4,130
                                             ========        ========


See accompanying notes to consolidated condensed financial statements.
                      SPARTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)


NOTE A - Basis of Presentation

      The  consolidated  financial statements include the accounts  of  Spartech
Corporation  and  its  controlled  affiliates (the  Company).   These  financial
statements  have  been  prepared on a condensed basis, and accordingly,  certain
information  and 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 30, 2004 Annual Report on Form 10-K.

     Certain prior year amounts have been reclassified to conform to the current
year  presentation.  The Company's fiscal year ends on the Saturday  closest  to
October  31.   Operating results for any quarter are traditionally  seasonal  in
nature  and are not necessarily indicative of the results expected for the  full
year.

NOTE B - Acquisition

      On October 1, 2004, the Company completed the acquisition of substantially
all of the assets of three divisions of VPI, based in Sheboygan, Wisconsin.  The
operations purchased included (1) the Sheet Products Division, a custom extruded
sheet  manufacturer serving the graphic arts, medical packaging,  and  specialty
retail  markets;  (2) the Contract Manufacturing Division, a  provider  of  non-
carpet  flooring and sound barrier products to the transportation industry;  and
(3)  the  Film  &  Converting Division which calenders,  prints,  and  laminates
products  for  distribution  to  various  markets  including  the  Medical   and
Recreation & Leisure industries.  The Sheet Products Division was added  to  the
Company's  Custom Sheet & Rollstock segment, and the Contract Manufacturing  and
Film  &  Converting  Divisions  were added to the Color  &  Specialty  Compounds
segment. Sales within these three acquired divisions totaled approximately  $110
million  for  the  12  months prior to acquisition.  The  cash  price  for  this
acquisition of approximately $86.6 million was allocated to the assets  acquired
and  liabilities  assumed of $98.6 million and $12.0 million, respectively.  The
assets  acquired include $39.7 million of property, plant, and equipment,  $17.8
million  of identified intangibles, and $18.8 million of goodwill, all of  which
is deductible for tax purposes.  Identified intangibles and respective straight-
line  weighted  average amortization periods include $15.3 million  of  customer
contracts and relationships (ten years), $1.4 million of technology (ten  years)
and  $1.0 million of non-compete agreements (three years). The final cash  price
will change upon completion of a working capital adjustment which is expected to
occur by the end of fiscal 2005.


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

NOTE C - Restructuring

      Subsequent  to January 29, 2005, the Company initiated some  comprehensive
operational  changes to enhance our results for both short term performance  and
longer  term  operating efficiencies. The plan, which involves  the  closing  of
certain  plant  operations, can be broken down into three  categories:  (1)  the
elimination  of two non-core operations, (2) the consolidation of  capacity  for
two operations, and (3) the transfer of three synergistic or new business to new
operations.   These  plans  to dispose of seven of our existing  facilities  are
designed  to  eliminate  approximately $9 million of annual  pre-tax  costs  and
generate  operational  efficiencies  for  our  remaining  facilities   to   more
effectively  serve  our growing customer base.  The cost of  implementing  these
actions over the second and third quarters of fiscal 2005 is estimated to  total
as  much  as $5 to $6 million and includes asset write-downs, severance,  moving
expenses,  and lease buy-out costs.  Approximately two-thirds of the costs  will
be non-cash expenses.

NOTE D - Inventories

      Inventories  are  valued at the lower of (i) actual cost  to  purchase  or
manufacture  the  inventory  (specific  identification)  or  (ii)  the   current
estimated  market value.  Inventories at January 29, 2005 and October  30,  2004
are comprised of the following components:

                                               2005            2004
                                             --------        --------
          Raw materials                     $  97,077        $ 82,571
          Finished goods                       62,612          59,464
                                             --------        --------

                                            $ 159,689       $ 142,035
                                            =========       =========

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

NOTE E - Goodwill and Other Intangible Assets

      Changes  in  the  carrying amount of goodwill for the three  months  ended
January 29, 2005 are as follows:

                             Custom     Color &   Molded &     Total
                            Sheet &    Specialty   Profile
                           Rollstock   Compounds  Products
                           ----------  ---------  ---------   ---------

Balance, October 30, 2004   $ 212,850  $ 111,015   $ 38,092   $ 361,957
Reclassifications              (1,367)       439          -       (928)
                            ---------  ---------   --------   ---------
Balance, January 29, 2005   $ 211,483  $ 111,454   $ 38,092   $ 361,029
                            =========  =========   ========   =========

     Reclassifications represent adjustments to the preliminary allocation of
the cash price of the VPI acquisition to the assets acquired and liabilities
assumed.  At January 29, 2005 other intangible assets, with definite lives, are
as follows:



                        Gross Carrying Amount      Accumulated
                                                  Amortization
                         Jan. 29,    Oct. 30,  Jan. 29,   Oct. 30,
                           2005        2004      2005       2004
                         ----------  --------- ---------  --------
Non-compete agreements      $ 3,712    $ 3,960   $ 1,507   $ 1,242
Customer contracts           21,264     18,981     3,063     2,380
Product formulations         18,209     17,811     2,397     2,063
                            -------    -------   -------   -------
                            $43,185    $40,752   $ 6,967   $ 5,685
                            =======    =======   =======   =======

     Amortization expense for our existing other intangible assets over the next
five years is estimated to be: $4,728, $4,554, $4,076, $3,201 and $2,926 for the
annual  periods from January 30, 2005 to January 29, 2010.  The  Company  has  a
$8,900  trademark  included in other intangible assets which has  an  indefinite
life.



Note F - Comprehensive Income

     Comprehensive Income is an entity's change in equity during the period from
transactions,   events   and   circumstances  from   non-owner   sources.    The
reconciliation  of Net Earnings to Comprehensive Income for the  quarters  ended
January 29, 2005 and January 31, 2004 is as follows:

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

                                                   QUARTER ENDED
                                             --------------------------
                                                2005            2004
                                             ---------        --------

Net Earnings                                 $  2,818         $  7,706
Foreign currency translation
  adjustments                                   1,207
(707)
Cash flow hedge adjustments                     _  81              907
                                             --------         --------
     Total Comprehensive Income              $  4,106         $  7,906
                                             ========         ========

Note G - Segment Information

     The Company's 51 facilities are organized into three reportable segments
based on the nature of the products manufactured.  Beginning in fiscal 2005,
Spartech PEP, which formerly was reported in the Custom Sheet & Rollstock
segment, is now being included in the Color & Specialty Compounds segment.  All
prior period segment results have been restated to be consistent with the
current period presentation.  The following presents the Company's net sales and
operating earnings by segment:

                                             QUARTER ENDED
                                     January 29,      January 31,
Net Sales *                             2005              2004
                                   ---------------  ----------------
 Custom Sheet & Rollstock              $ 189,639       $  155,329
 Color & Specialty Compounds              97,103           71,304
 Molded & Profile Products                17,770           14,830
                                       ---------       ----------
    Total Net Sales                    $ 304,512       $  241,463
                                       ---------       ----------
Operating Earnings
 Custom Sheet & Rollstock              $   7,658       $   14,457
 Color & Specialty Compounds               5,699            6,246
 Molded & Profile Products                   617            1,230
 Corporate/Other                          (3,691)         (3,134)
                                       ----------      ----------
    Total Operating Earnings           $  10,283       $   18,799
                                       =========       ==========
 * Excludes intersegment sales of $11,018 and $12,497 in the first
 quarter of fiscal 2005 and 2004, respectively, primarily from
 sales of the Color & Specialty Compounds segment.

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


Note H - Stock Based Compensation

      The  Company has adopted the disclosure-only provisions of SFAS 123.   The
table below illustrates the effect on net earnings and net earnings per share if
the  Company  had applied the fair value recognition provisions of SFAS  123  to
stock-based  employee compensation.  The fair value estimate was computed  using
the  Black-Scholes  option-pricing model.  Most of  the  Company's  options  are
subject to a four-year vesting period.

                                            Quarter Ended
                                            -------------
                                      January 29,   January 31,
                                         2005           2004
                                      ------------  ------------
Net Earnings as                          $ 2,818      $ 7,706
  Reported
Pro Forma Impact of                          535          443
  Expensing Stock Options
                                         -------      -------
Pro forma net earnings                   $ 2,283      $ 7,263
                                         -------       -------
Earnings per share:
     As Reported
       Basic                             $   .09      $   .26
       Diluted                           $   .09      $   .26
     Pro forma
       Basic                             $   .07      $   .25
       Diluted                           $   .07      $   .24

Assumptions Used:
     Expected Dividend                          2%           2%
       Yield
     Expected Volatility                       35%          35%
     Risk-Free Interest                       3.6%         3.7%
       Rates
     Expected Lives                      5.5 Years    5.5 Years












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

Note I - Recently Issued Accounting Standards

      In December 2004, the Financial Accounting Standards Board (FASB) issued a
revised  version  of  Statement of Financial Accounting  Standards  (SFAS)  123,
"Share  Based  Payment,"  (SFAS  123R) which replaces  the  original  SFAS  123,
"Accounting  for Stock-Based Compensation" and supercedes Accounting  Principals
Board  (APB) Opinion 25, "Accounting for Stock Issued to Employees."  SFAS  123R
requires  public companies to recognize the costs associated with the  award  of
equity  instruments to employees in the results of operations over  the  service
period  related to the award.  The cost is based on the fair value of the equity
instrument at the date of grant.  The provisions of SFAS 123R will be  effective
for  the Company in the fourth quarter of 2005.  The approximate impact  of  the
adoption of this standard on our historical net income and earnings per share is
disclosed in Note H.

Note J - Commitments and Contingencies

       The  Company has guaranteed 5.6 million Euros associated with  the  local
government's financing of our Donchery, France facility expansion.  The  Company
will  enter  into  a  lease for the expanded facility  and  the  guarantee  will
decrease  over the fifteen-year term of the lease.  This guarantee was  recorded
as  an  other long-term asset and other long-term liability in the first quarter
of fiscal 2005.

       In  September 2003, the New Jersey Department of Environmental Protection
issued  a  directive  and  the  United States  Environmental  Protection  Agency
initiated an environmental investigation related to over 70 companies, including
a Spartech subsidiary, regarding the Lower Passaic River.  Management has agreed
to  participate  along  with  39 other companies in an  environmental  study  to
determine the extent and sources of contamination at this site.  The Company has
$221  accrued  as  of  January 29, 2005 related to  this  issue  and  management
believes  it  is  possible that the ultimate liability  from  this  issue  could
materially  differ  from  this amount.  This accrued amount  includes  estimated
costs  associated with participation in the environmental study and legal  fees.
Due  to  uncertainties inherent in this matter, 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.  These uncertainties
primarily  include the outcome of the environmental study and the percentage  of
contamination attributable to our subsidiary and other parties.

     As part of our Sarbanes-Oxley compliance efforts, we initiated a complete
physical count of the Company's fixed assets in the first quarter of fiscal
2005.  We are in process of reconciling the physical counts to balances recorded
in our financial statements and it is possible that we will be required to
record a non-cash charge for specific items for which we cannot verify physical
existence.  Due to uncertainties associated with completion of this
reconciliation process, we are unable to estimate the
                      SPARTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)

ultimate  outcome  of  this  issue at this time.   We  expect  to  substantially
complete our reconciliation process in the second quarter of fiscal 2005.

      The Company is also 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 other matters
will  not have a material adverse effect on the Company's financial position  or
results of operations.

Note K - Subsequent Event

     In addition to the 5.6 million Euro commitment recorded in the first
quarter of fiscal 2005 (see Note J), on February 16, 2005 the Company entered
into a 20 million Euro term loan that matures on February 16, 2010.  Interest on
the term loan is payable monthly at a floating rate chosen by the Company equal
to either the one-month, three-month, or six-month EURIBO rate plus a 1%
borrowing margin.  The proceeds of this loan were used to reimburse amounts that
had been funded by the U.S. parent and more effectively matches Euro denominated
debt with the Euro denominated assets of our Donchery, France facility.

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

Overview

     Net sales for the first quarter of fiscal 2005 increased 26% over the first
quarter  of  fiscal 2004 driven primarily by moderate internal  growth,  selling
price  increases  and  the  impact of the VPI acquisition.   Despite  the  sales
increase, net earnings decreased to $2.8 million in the first quarter from  $7.7
million  in the similar period of the prior year due to unprecedented  increases
in raw material costs and certain conversion cost increases which resulted in  a
significant decrease in margins.  Due to the unacceptable first quarter results,
we  have  initiated operational changes involving the closing of certain plants.
The  operational  changes  will  include  elimination  of  non-core  operations,
consolidation  of capacity in similar operations and transfer of synergistic  or
new  business  to  new  operations.  We estimate that  implementation  of  these
actions  will  cost $5.0 to $6.0 million over the second and third  quarters  of
fiscal  2005  and  going forward, will eliminate an estimated  $9.0  million  of
annual  pre-tax  expenses.  The estimated costs will include asset  write-downs,
severance,  moving expenses, and lease buy-out expenses, and approximately  two-
thirds of the costs will represent non-cash expenses.


Results of Operations

 (in millions)                   NET SALES          OPERATING EARNINGS
                                 ---------          ------------------
                                        Three Months Ended
Net Sales                   January     January     January     January
                              29,         31,         29,         31,
                             2005        2004        2005        2004
                          ----------     -------   ---------     --------
 Custom Sheet &              $ 189.6    $ 155.4      $   7.7      $  14.5
 Rollstock
 Color & Specialty              97.1        71.3         5.7          6.2
   Compounds
 Molded & Profile               17.8        14.8          .6          1.2
 Products
 Corporate/Other                   -           -        (3.7)       (3.1)
                             -------     -------     -------      -------
   Total                     $ 304.5     $ 241.5     $  10.3      $  18.8
                             =======     =======     =======      =======

      Net  sales for the quarter ended January 29, 2005 were $304.5 million,  an
increase of $63.0 million, or 26%, over net sales for the quarter ended  January
31, 2004.  Of the 26% increase, approximately 10% was due to the VPI acquisition
which  was  effective  on  October  1, 2004.  Internal  volume  of  pounds  sold
comprised  3% of the net sales growth and price/mix accounted for the  remaining
13%  of the increase.  Strong demand in the Packaging and Transportation markets
drove  the  increase in net sales from internal volume growth for  the  quarter.
Most of the price/mix impact on the net sales increase was from the pass through
of raw material price increases to customers.

      Cost  of  sales were $276.1 million, or 90.7% of net sales, in  the  first
quarter  of  fiscal 2005 versus $208.0 million, or 86.1% of net  sales,  in  the
first  quarter of fiscal 2004.  Material margin (net sales less material  costs)
as a percent of net sales decreased 5.1% primarily reflecting sharp increases in
raw  material costs and the impact of passing on a majority of the increases  to
customers as higher selling prices.  Raw material prices for the Company's major
resins increased by over 40% from the first quarter of fiscal 2004 to the  first
quarter of 2005.  Material margin per pound sold dropped slightly by .2 cent per
pound in the first quarter of fiscal 2005 compared to the similar period of  the
prior  year.  Excluding the impact of sales mix changes of lower-priced  dunnage
and  toll-compound material, material margin per pound sold decreased 1.3  cents
mostly due to our inability to pass through selling price increases to customers
as  quickly as the raw material price increased, as well as the impact of  other
mix changes.

      Conversion  costs  as a percent of net sales improved  .5%  in  the  first
quarter  of this year versus the corresponding period of the prior year  due  to
sales  prices  increases.  However, on a per pound sold basis, conversion  costs
increased  2.4  cents  per  pound primarily from rate increases  in  healthcare,
workers'  compensation,  freight and utilities, and  a  shift  in  product  mix.
Conversion  cost expenses increased $16.0 million in the first quarter  of  this
year  compared to the similar period of the prior year.  This increase more than
offset an $11.0 million increase in material margin dollars resulting in a  $5.0
million  reduction in gross profit.  The gross profit comparison  in  the  first
quarter  of fiscal 2005 to the first quarter of 2004 was also adversely impacted
by  start  up  costs at the Company's Donchery, France, and Tupelo,  Mississippi
facilities  associated with capacity increases and production  ramp  up  of  new
business.

      Selling  and administrative expenses were $16.9 million, or  5.5%  of  net
sales, in the first quarter of fiscal 2005 compared to $14.0 million, or 5.8% of
net  sales, in the first quarter of 2004.  The improvement as a percent  of  net
sales  primarily  resulted from the increase in sales from  price  increases  to
customers.  The increase in dollars resulted from the variable portion of  costs
and the impact of higher sales.  In addition, the dollar increase reflected non-
variable  cost  increases  including the impact of the  VPI  acquisition,  costs
associated  with  Sarbanes-Oxley compliance efforts, and  increased  information
technology  investments,  partially offset by the favorable  impact  of  foreign
currency gains.

      Operating earnings were $10.3 million, or 3.4% of net sales, in the  first
quarter of fiscal 2005 compared to $18.8 million, or 7.8% of net sales,  in  the
first  quarter  of  fiscal  2004.  The decrease in operating  earnings  was  due
primarily  to  lost margin from the inability to pass along price  increases  to
customers as quickly as the raw material prices increased, and the increases  in
certain  conversion costs and selling and administrative expenses as  previously
discussed.   In  addition,  the decrease in operating earnings  reflects  a  $.7
million  increase in intangible amortization primarily from the VPI  acquisition
and purchase of certain assets of BASF's European Specialty Polystyrene Compound
product  line effective on April 15, 2004.  As a result, operating earnings  per
pound sold totaled 3.0 cents in the first quarter of fiscal 2005 compared to 6.2
cents in the first quarter of fiscal 2004.

      Interest  expense  of $6.5 million for the first quarter  of  fiscal  2005
increased  slightly from $6.3 million in the first quarter of  the  prior  year.
The slight increase in interest expense reflects additional borrowings primarily
from  the  VPI  acquisition, partially offset by a decrease in average  interest
rate due to the expiration of our interest rate swap on November 10, 2004.

     Our effective tax rate decreased from 38.2% in the first quarter of 2004 to
26.0%  in  the  first quarter of 2005.  This decrease reflects  a  reduction  in
deferred  tax  liabilities associated with implementation of state tax  planning
strategies  that will reduce our long-term effective tax rate, relative  to  low
earnings  before  income taxes.  We estimate that our effective  tax  rate  will
approximate 37% for the remainder of fiscal 2005 resulting in an approximate 36%
effective tax rate for the fiscal year.

      Net  earnings were $2.8 million, or $.09 per share diluted, in  the  first
quarter of fiscal 2005 and $7.7 million, or $.26 per share diluted, in the first
quarter  of fiscal 2004.  The decrease in net earnings and diluted earnings  per
share resulted from the factors previously discussed.

Segment Results

      Net  sales of the Custom Sheet & Rollstock segment increased 22% to $189.6
million  in  the first quarter of fiscal 2005 from $155.4 million in  the  first
quarter  of  2004.  The net sales percent increase was attributable to  the  VPI
acquisition  (7%)  and  impact of price/mix (16%),  partially  offset  by  a  1%
decrease  in  internal  volume of pounds sold.  The majority  of  the  price/mix
impact  reflects higher sales prices to customers from the pass through  of  raw
material price increases.  The slight decrease in our internal volume of  pounds
sold  was  primarily  caused  by  a decrease in sales  of  lower-priced  dunnage
material to this segment's largest customer, due to a decline in this customer's
sales  volumes,  and a decrease in sales volume to customers in the  Building  &
Construction  and  Pool  & Spa markets.  These volume decreases  were  partially
offset  by  strong  demand  in  the Packaging and Sign  &  Advertising  markets.
Operating  margin  for the segment decreased from 9.3% in the first  quarter  of
fiscal  2004 to 4.0% in the first quarter of fiscal 2005 due primarily to  sharp
increases in raw material prices and the impact of passing on a portion of these
increases as higher selling prices, higher health care and workers' compensation
claims,  higher freight and utility costs, and start up costs at  our  Donchery,
France facility.

     Net sales of the Color & Specialty Compounds segment increased 36% to $97.1
million  in  the first quarter of fiscal 2005 from $71.3 million  in  the  first
quarter  of  2004.  Of the 36% increase, approximately 20% was due  to  the  VPI
acquisition,  9% was driven by price/mix and the remaining 7% was from  internal
volume  of pounds sold.  Most of the price/mix impact was due to price increases
to  customers  from  the  pass  through of raw material  price  increases.   The
internal  volume growth was primarily due to strong demand in the Lawn &  Garden
and  Transportation markets and reflects incremental business from the  purchase
of  BASF's  European  Specialty Polystyrene Compound  product  line.   Operating
margin for the segment was 5.9% and 8.8% in the first quarter of 2005 and  2004,
respectively.   The  decrease in operating margin was due to  increases  in  raw
material  prices  and  the impact of passing on a portion of  the  increases  as
higher  selling prices, higher freight and utility costs, and start-up costs  at
our Donchery, France facility.

     The Molded & Profile Products segment sales were $17.8 million in the first
quarter  of 2005 versus $14.8 million in the first quarter of 2004, representing
a  20%  increase for the current quarter.  The increase was primarily driven  by
increases  in sales volumes of wheels to new customers and sales to  the  Marine
market.   In addition, this increase reflects higher selling prices, the  impact
of  which was more than offset by the change in product mix impact from  selling
more  wheels  with a lower per pound selling price.  Operating margin  for  this
segment decreased from 8.3% in the first quarter of fiscal 2004 to 3.5%  in  the
first  quarter of fiscal 2005.  The decrease in operating margin was due to  the
impact  of  passing on a portion of higher raw material costs as higher  selling
prices, the change in product mix and start up costs associated with the ramp up
of new production capacity at our Tupelo, Mississippi facility.

Other Matters

     We operate under various laws and regulations governing employee safety and
the  quantities  of  specified substances that may  be  emitted  into  the  air,
discharged  into waterways, or otherwise disposed of on and off our  properties.
In  September 2003, the New Jersey Department of Environmental Protection issued
a  directive and the United States Environmental Protection Agency initiated  an
environmental investigation related to over 70 companies, including  a  Spartech
subsidiary,  regarding the Lower Passaic River.  Our subsidiary  has  agreed  to
participate along with thirty-nine other companies 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  our $221 thousand accrual as of January 29, 2005.  In the event of one  or
more adverse determinations related to this issue, the impact on our 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.

      The  plastic  resins we use in our production processes are  derived  from
crude  oil  and natural gas, which are available from a number of  domestic  and
foreign  suppliers.   Historically, our raw materials have  been  only  somewhat
affected  by supply, demand and price trends of the petroleum industry; however,
more recently the 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 2004 and  2005  which
resulted  in  dramatic increases in the prices of our raw materials.   In  prior
years,  we  had  been  able to minimize the impact of  price  increases  in  raw
material   costs   by   controlling  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
2004  and 2005.  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.

Liquidity and Capital Resources

Cash Flow
      Our  primary  sources  of liquidity have been cash  flows  from  operating
activities, borrowings from third parties, and equity offerings.  Our  principal
uses  of  cash have been to support our operating activities, invest in  capital
improvements,  finance  strategic  business/outsourcing  acquisitions,  and  pay
dividends  on  our  common  stock.  Cash flows for  the  periods  indicated  are
summarized as follows:

                                             Three Months Ended
                                             ------------------
     (Dollars in millions)               January 29,   January 31,
                                            2005           2004
                                             ----          ----
     Net cash used for
     operating activities                $   (12.1)      $    (3.3)
                                         ==========      =========
     Net cash used for
     investing activities                $   (13.5)      $   ( 8.9)
                                         =========       =========
     Net cash (used for) / provided by
     financing activities                $   (11.6)      $    12.4
                                          =========      =========
     (Decrease) / increase in cash
     and equivalents                     $   (37.0)      $      .4
                                         =========       =========

     Operating cash flows provided by net earnings was $2.8 million in the first
quarter  of fiscal 2005 compared to $7.7 million in the first quarter of  fiscal
2004.  Changes in current assets and liabilities used $26.3 million of operating
cash  flow in the first quarter of fiscal 2005 compared to $19.9 million in  the
first  quarter of fiscal 2004.  In the first quarter of this year,  the  use  of
operating  cash flow was mostly caused by a $17.7 million increase in  inventory
and  a $4.1 million increase in other current assets.  The increase in inventory
was  mostly due to selective pre-buys of raw materials ahead of announced  price
increases, normal transition to what is traditionally our highest sales level in
the  second  quarter  of the fiscal year, and the impact of price  increases  in
inventory.  The increase in other current assets was due to increases in  rebate
receivables  from vendors due to the timing of cash receipts on calendar  rebate
programs and prepaid insurance due to the timing of premium payments.

       Our   primary   investing   activities  are  capital   expenditures   and
business/outsourcing   acquisitions   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 first
quarter of fiscal 2005 were $13.5 million compared to $5.2 million for the first
quarter  of  fiscal 2004.  The increase in capital expenditures in  the  current
period  is due to capacity expansions for new sheet and compounding business  at
our  Donchery,  France  facility, new wheels business in our  Molded  &  Profile
Products  segment, and the addition of certain lines in our U.S. sheet business.
In  addition,  the increase reflects information technology capital  investments
related  to  Sarbanes-Oxley compliance efforts and our company-wide  Oracle  11i
globalization  project.   We estimate that our capital expenditures  for  fiscal
2005 will approximate the level of expenditures in fiscal 2004.

     Cash flows used for financing activities of $11.6 million and a decrease in
cash of $37.0 million in the first quarter of fiscal 2005 were used to fund  the
increase in working capital and our capital expenditures for the period.

Financing Arrangements

      At January 29, 2005, our total borrowings under our bank credit facilities
were $116.5 million at a weighted average interest rate of 3.6% and we had $77.7
million of total availability under the credit facilities.

       On  February 16, 2005, we entered into a 20 million Euro term  loan  that
matures on February 16, 2010.  Interest on the term loan is payable monthly at a
floating  rate chosen by the Company equal to either the one-month, three-month,
or  six-month EURIBO rate plus a 1% borrowing margin.  We used the  proceeds  of
this  loan to reimburse amounts that had been funded by the U.S. parent and more
effectively match Euro denominated debt with the Euro denominated assets of  our
Donchery, France facility.

      Our  current  credit facilities contain certain affirmative  and  negative
covenants,  including restrictions on the incurrence of additional indebtedness,
limitations on both the sale of assets and merger transactions, and requirements
to  maintain  certain financial and debt service ratios and  net  worth  ratios.
While  we  were in compliance with such covenants through the first  quarter  of
fiscal  2005  and currently expect to be in compliance during fiscal  2005,  our
failure  to  comply with the covenants or other requirements  of  our  financing
arrangements  could  result  in an event of default  and,  among  other  things,
acceleration  of  the payment of our indebtedness, which could adversely  impact
our business, financial condition, and results of operations.

      We anticipate that cash flows from operations, together with the financing
and  borrowings under our bank credit facility, will provide the  resources  for
(i)  satisfying  our  working capital needs, regular  quarterly  dividends,  and
planned capital expenditures and (ii) managing the capital structure on a  short
and long-term basis.

Outlook

      As  we  move  forward to the second quarter, we expect  strong  demand  to
produce  solid sales growth.  Despite this, our raw material pricing environment
continues  to  be  a  challenge and is causing downward  pressure  on  operating
margins.  We will continue to manage this by taking advantage of inventory  pre-
buys  prior  to  announced  price increases, negotiating  prices  with  vendors,
passing through price increases to customers as timely as possible, and focusing
on our lean efforts.  In addition, our operational changes involving the closing
of  certain  plants in the remainder of fiscal 2005 will help control conversion
costs.

      As  part of our Sarbanes-Oxley compliance efforts, we initiated a complete
physical  count  of  the Company's fixed assets in the first quarter  of  fiscal
2005.  We are in process of reconciling the physical counts to balances recorded
in  our  financial  statements and it is possible that we will  be  required  to
record  a non-cash charge for specific items for which we cannot verify physical
existence.    Due   to   uncertainties  associated  with  completion   of   this
reconciliation process, we are unable to estimate the ultimate outcome  of  this
issue at this time.  The ultimate non-cash charge related to this issue could be
material  to  our  results of operations for a specific period.   However,  this
matter will not have a material impact on our financial or competitive position.
We  expect  to substantially complete our reconciliation process in  the  second
quarter of fiscal 2005.


Significant Accounting Policies, Estimates and Judgments

      We  prepare  our  consolidated  financial statements  in  conformity  with
accounting principles generally accepted in the United States. As such,  we  are
required  to  make estimates and judgments that affect the reported  amounts  of
assets,   liabilities,  shareholders'  equity,  revenues   and   expenses,   and
disclosures  of contingent assets and liabilities at the date of  the  financial
statements.  Significant accounting policies, estimates and judgments  which  we
believe  are the most critical to aid in fully understanding and evaluating  our
reported financial results include the following:

     Revenue  Recognition - We recognize revenue as the product is  shipped  and
     title  passes  to  the  customer.  We manufacture our  products  either  to
     standard  specifications or to custom specifications agreed upon  with  the
     customer  in  advance,  and we inspect our products prior  to  shipment  to
     ensure that these specifications are met. We continuously monitor and track
     product  returns, which have historically been within our expectations  and
     the provisions established.  Despite our efforts to improve our quality and
     service  to  customers,  we  cannot guarantee  that  we  will  continue  to
     experience the same, or better return rates, than we have in the past.  Any
     significant  increase in returns could have a material negative  impact  on
     our operating results.

     Accounts  Receivable  -  We  perform  ongoing  credit  evaluations  of  our
     customers  and  adjust  credit limits based upon payment  history  and  the
     customer's  creditworthiness, as determined by our review of their  current
     credit information.  We continuously monitor collections and payments  from
     our  customers and maintain a provision for estimated credit  losses  based
     upon  our historical experience and any specific customer collection issues
     identified.   While such credit losses have historically  been  within  our
     expectations  and the provisions established, we cannot guarantee  that  we
     will continue to experience the same credit loss rates that we have in  the
     past.

     Inventories  -  We  value inventories at the lower of (i)  actual  cost  to
     purchase or manufacture the inventory or (ii) the current estimated  market
     value  of  the  inventory.   We  also buy  scrap  and  recyclable  material
     (including  regrind  material) to be used in future  production  runs.   We
     record  these  inventories initially at purchase price and,  based  on  the
     inventory  aging  and other considerations for realizable value,  we  write
     down the carrying value to brokerage value, where appropriate. We regularly
     review  inventory on-hand and record provisions for obsolete  inventory.  A
     significant increase in the demand for our raw materials could result in  a
     short-term  increase in the cost of inventory purchases while a significant
     decrease  in  demand could result in an increase in the  amount  of  excess
     inventory quantities on hand.  In addition, most of our business is  custom
     products,  where the loss of a specific customer could increase the  amount
     of  excess or obsolete inventory on hand.  Although we make every effort to
     ensure  the  accuracy  of  our  forecasts of  future  product  demand,  any
     significant unanticipated changes in demand could have a significant impact
     on the value of our inventory and the operating results.

     Acquisition Accounting - We have made several acquisitions in recent years.
     All  of  these acquisitions have been accounted for in accordance with  the
     purchase method, and accordingly, the results of operation were included in
     our  Consolidated  Statement  of Operations from  the  respective  date  of
     acquisition.   The  purchase price has been allocated to  the  identifiable
     assets  and liabilities, and any excess of the cost over the fair value  of
     the  net identifiable assets acquired is recorded as goodwill.  The initial
     allocation of purchase price is based on preliminary information, which  is
     subject  to  adjustments  upon  obtaining complete  valuation  information.
     While the delayed finalization of a purchase price has historically not had
     a  material  impact  on the consolidated results of operations,  we  cannot
     guarantee the same results in future acquisitions.

     Valuation of Long-Lived Assets - We review the carrying value of our  long-
     lived  assets,  which  primarily  include  property  plant  and  equipment,
     goodwill,  and  other  intangible assets, whenever events  and  changes  in
     business circumstances indicate the carrying value of the assets may not be
     recoverable.  If we determine that the carrying value of a long-lived asset
     may  not be recoverable, a permanent impairment charge is recorded for  the
     amount by which the carrying value of the long-lived asset exceeds its fair
     value.   Fair  value is generally measured based on a projected  discounted
     cash  flow method using a discount rate determined to be commensurate  with
     the  risk inherent in the business.  The estimates in projected cash  flows
     and  discount  rates are subject to change due to the economic environment,
     including such factors as interest rates, expected market returns, and  the
     volatility   of  markets  served.   We  believe  that  the  estimates   are
     reasonable; however, changes in estimates could materially affect the  fair
     value assessments.

     Contingencies  -  We are involved in litigation in the ordinary  course  of
     business, including environmental matters.  Our policy is to record expense
     for  contingencies  when  it is both probable that  a  liability  has  been
     incurred  and  the amount can be reasonably estimated. Estimating  probable
     losses  requires  assessment of multiple outcomes  that  often  depends  on
     management's judgments regarding, but not limited to, potential actions  by
     third   parties  such  as  regulators.  The  final  resolution   of   these
     contingencies could result in expenses different than current accruals, and
     therefore have a material impact on our consolidated financial results in a
     future reporting period.

      For  additional information regarding our significant accounting policies,
see  Note 1 to our 2004 Consolidated Financial Statements contained in our  2004
Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Cautionary Note on Forward Looking Statements

      Statements  in  this  Form 10-Q that are not purely historical,  including
statements which express the Company's belief, anticipation or expectation about
future  events,  are  forward-looking statements.   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)  of  the Company's 2004 Annual Report on Form 10-K  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 its 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.
  (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;
and
  (4) Our implementation of planned restructurings will impact our ability to
realize estimated cost savings.  The actual cost savings may differ from our
estimates depending upon the level of success of the implementation.

Item 3. 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.  Item 7A of  our  2004
Annual  Report on Form 10-K provides more information as to the Company's market
risk.   There  was no material change in the Company's exposure to market  risks
since October 30, 2004.

Item 4.  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 January 29, 2005, 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 January 29,  2005,  that  has  materially
affected,  or is reasonably likely to materially affect, the Company's  internal
control over financial reporting.

PART II - OTHER INFORMATION

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of equity securities during the first quarter of 2005 are listed  in
the following table:

     Period          Total        Average     Total Number     Maximum
                   Number of     Price Paid     of Shares     Number of
                     Shares      per Share    Purchased as   Shares That
                   Purchased                     Part of     May Yet Be
                                                Publicly      Purchased
                                                Announced     Under the
                                                Plans or      Plans or
                                                Programs      Programs
                  -----------   ------------  ------------  ------------
10/31/04-11/27/04            -           n/a              -     1,000,000
11/28/04-1/1/05              -           n/a              -     1,000,000
1/2/05-1/29/05           3,000        $23.87          3,000       997,000
                   -----------  ------------   ------------  ------------
   Total                 3,000        $23.87          3,000       997,000
                   -----------  ------------   ------------  ------------

   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 997,000.

Item 6.    EXHIBITS

 3.1(a)   Restated Certificate of Incorporation
 3.2(b)   Amended and Restated By-Laws, as amended
 4(c)     Rights Agreement dated April 2, 2001 between Spartech Corporation and
          Mellon Investor Services LLC, as Rights Agent
10.1(d)   Amended and Restated Employment Agreement dated November 1, 2002,
          between Bradley B. Buechler and Spartech Corporation
10.2(e)   Transition Agreement and Consulting Agreement dated August 3, 2000,
          between David B. Mueller and Spartech Corporation
10.3(f)   Employment Agreement dated January 1, 2003 between Randy C. Martin and
          Spartech Corporation
10.4(g)   Employment Agreement dated January 1, 2003 between David G. Pocost and
          Spartech Corporation
10.5(h)   Employment Agreement dated December 10, 2003 between George A. Abd and
          Spartech Corporation
10.6(i)   Employment Agreement dated January 1, 2003 between Phillip Karig and
          Spartech Corporation
10.7(j)   Employment Agreement dated July 1, 2004 between William F. Phillips
          and Spartech Corporation
10.8(k)   Employment Agreement dated December 1, 2003 between Jeffrey D. Fisher
          and Spartech Corporation
10.9(l)   Employment Agreement dated May 1, 2004 between Steven J. Ploeger and
          Spartech Corporation
10.10(m)  Form of Indemnification Agreement entered into between Spartech
          Corporation and each of its officers and directors
10.11(n)  Spartech Corporation 2004 Equity Compensation Plan dated December 11,
          2003
10.12(o)                                                     Form of Incentive
       Stock Option
10.13(p)                                                     Form of
       Nonqualified Stock Option
10.14(q)                                                     Form of Restricted
       Stock Unit Award
10.15(r)                                                     Spartech
       Corporation Deferred Compensation Plan, as amended
11     Statement re Computation of Per Share Earnings
31.1   Rule 13a-14(a)/15d-14(a) Certification of CEO.
31.2   Rule 13a-14(a)/15d-14(a) Certification of CFO.
32     Section 1350 Certifications of CEO & CFO.

   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 3.2 to
      the Company's Form 10-K filed with the Commission on January 13, 2005 and
      incorporated herein by reference.
(c)                                                   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.
(d)                                                   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.
(e)                                                   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.
(f)                                                   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.
(g)                                                   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.
(h)                                                   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.
(i)                                                   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.
(j)                                                   Filed as Exhibit 10.7 to
      the Company's Form 10-K filed with the Commission on January 13, 2005 and
      incorporated herein by reference.
(k)                                                   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.
(l)                                                   Filed as Exhibit 10.9 to
      the Company's Form 10-K filed with the Commission on January 13, 2005 and
      incorporated herein by reference.
(m)                                                   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.
(n)                                                   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.
(o)                                                   Filed as Exhibit 1.01(2)
      to the Company's Form 8-K dated December 8, 2004 and incorporated herein
      by reference.
(p)                                                   Filed as Exhibit 1.01(3)
      to the Company's Form 8-K dated December 8, 2004 and incorporated herein
      by reference.
(q)                                                   Filed as Exhibit 1.01(4)
      to the Company's Form 8-K dated December 8, 2004 and incorporated herein
      by reference.
(r)                                                   Filed as Exhibit 10.15 to
the Company's Form 10-K filed with the Commission on January 13, 2005 and
incorporated herein by reference
     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:   March 11, 2005                    /s/Bradley B. Buechler
                                          Bradley B. Buechler
                                          Chairman, President and Chief
                                          Executive Officer
                                          (Principal Executive Officer)



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