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 July 31, 2004

                                    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 July 31, 2004:

     Common Stock, $.75 par value per share           32,130,779



                   SPARTECH CORPORATION AND SUBSIDIARIES

                                   INDEX

                               July 31, 2004



PART I.      FINANCIAL INFORMATION                            PAGE
 Item 1.    CONSOLIDATED CONDENSED BALANCE SHEET -
             as of July 31, 2004 and November 1, 2003          3

             CONSOLIDATED CONDENSED STATEMENT OF
             OPERATIONS - for the quarter and nine months
             ended July 31, 2004 and August 2, 2003            4

             CONSOLIDATED CONDENSED STATEMENT OF
             CASH FLOWS - for quarter and nine months ended
             July 31, 2004 and August 2, 2003                  5

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL
             STATEMENTS                                        6

 Items 2&3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS     12

 Item 4.    CONTROLS AND PROCEDURES                           22

PART II.     OTHER INFORMATION

 Item 6.     EXHIBITS AND REPORTS ON FORM 8-K                  23

SIGNATURES                                                     24

CERTIFICATIONS                                                 25
                      PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                  ASSETS
                                          July 31, 2004
                                           (unaudited)    Nov. 1, 2003
Current Assets
  Cash and equivalents                       $ 13,417        $  3,779
  Receivables, net                            172,655         149,546
  Inventories                                 128,462          99,671
  Prepaids and other                            8,909          11,052
                                              -------        --------
     Total Current Assets                     323,443         264,048

Property, plant and equipment                 482,584         457,732
  Less accumulated depreciation               197,137         173,808
                                              -------        --------
     Net Property, Plant and Equipment        285,447         283,924

Goodwill                                      334,392         334,392
Other Intangible Assets                        28,842          24,974
Other Assets                                   15,822          13,250
                                              -------        --------
                                             $987,946        $920,588
                                             ========        ========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 32,996       $  32,991
  Accounts payable                            107,730          97,586
  Accrued liabilities                          26,399          35,178
                                              -------        --------
     Total Current Liabilities                167,125         165,755
                                              -------        --------

Convertible subordinated debentures           154,639         154,639
Other long-term debt, less current maturities 168,936         196,189
                                              -------        --------
  Total Long-Term Debt                        323,575         350,828

Deferred taxes                                 84,542          78,568
Other long-term liabilities                     2,656           3,079
                                              -------        --------

     Total Long-Term Liabilities              410,773         432,475
                                              -------        --------

Shareholders' Equity
  Common stock, 33,131,846
     shares issued in 2004 and
     30,460,682 in 2003                        24,849          22,846
  Contributed capital                         197,362         139,243
  Retained earnings                           214,553         191,912
Treasury stock, at cost, 1,001,067 shares
     in 2004 and 1,108,381 shares in 2003    (24,320)        (27,142)
  Accumulated other comprehensive loss        (2,396)         (4,501)
                                              -------        --------

     Total Shareholders' Equity               410,048         322,358
                                              -------        --------
                                             $987,946        $920,588
                                             ========        ========
See accompanying notes to consolidated financial statements.


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


                                 QUARTER ENDED      NINE MONTHS ENDED
                                 July 31, Aug. 2,  July 31,    Aug. 2,
                                 2004      2003      2004      2003
                                --------  --------  --------  --------
Net Sales                       $288,035  $238,870  $817,089  $703,058
                                --------  --------  --------  --------
Costs and Expenses
  Cost of sales                  247,078   205,780   698,997   604,703
  Selling and administrative      15,274    13,216    44,359    39,246
  Amortization of intangibles        749       565     1,950     1,601
                                --------  --------  --------  --------
                                 263,101   219,561   745,306   645,550

Operating Earnings                24,934    19,309    71,783    57,508

  Interest                         5,981     6,487    18,486    18,858
                                --------  --------  --------  --------

Earnings Before Income Taxes      18,953    12,822    53,297    38,650
  Income Taxes                     7,241     4,675    20,360    13,804
                                --------  --------  --------  --------

Net Earnings                    $ 11,712   $ 8,147  $ 32,937  $ 24,846
                                ========   =======  ========  ========

Net Earnings Per Common Share:

  Basic                         $    .36  $    .28  $   1.06  $    .85
                                ========   =======  ========  ========
  Diluted                       $    .36  $    .28  $   1.04  $    .84
                                ========   =======  ========  ========


Dividends Per Common Share      $    .11  $    .10  $    .33  $    .30
                                ========   =======  ========  ========



See accompanying notes to consolidated financial statements.

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


                                                  NINE MONTHS ENDED
                                           July 31, 2004  August 2, 2003
                                           ------------   --------------
Cash Flows from Operating Activities
  Net earnings                              $  32,937      $  24,846
  Adjustments to reconcile net earnings
     to net cash provided by
     operating activities:
       Depreciation and amortization           25,484         23,376
       Change in current assets and
          liabilities, net of the effects
          of acquisitions                    (43,953)        (8,221)
  Other, net                                    2,181          1,584
                                              -------         ------
     Net cash provided by
      operating activities                     16,649         41,585
                                              -------         ------

Cash Flows from Investing Activities
  Capital expenditures                       (22,695)        (17,742)
  Business acquisition                        (1,418)        (23,588)
  Outsourcing acquisitions                    (8,141)               -
  Retirement of assets                              -            293
                                              -------         ------
     Net cash used for investing activities  (32,254)        (41,037)
                                              -------         ------

Cash Flows from Financing Activities
  Bank borrowings for acquisitions              9,559         23,588
  Net payments on revolving
     credit facilities                        (36,758)       (17,975)
  Issuance of common stock                     60,922               -
  Payments on bonds and leases                   (99)           (116)
  Cash dividends on common stock             (10,297)         (8,776)
  Stock options exercised                      2,518           1,155
  Treasury stock acquired                    __ (677)         (1,767)
                                              -------         ------
     Net cash provided by/(used for)
       financing activities                    25,168         (3,891)
                                              -------         ------

  Effect of exchange rate changes on cash
     and equivalents                               75             198
                                              -------         ------

Increase/(Decrease) In Cash and Equivalents     9,638         (3,145)

Cash and Equivalents at Beginning of Period     3,779           7,511
                                              -------         ------

Cash and Equivalents at End of Period        $ 13,417        $  4,366
                                             ========       ========


See accompanying notes to consolidated 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
November 1, 2003 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 - Inventories

      Inventories are valued at the lower of cost (first-in, first-out)  or
market.  Inventories at July 31, 2004 and November 1, 2003 are comprised of
the following components:

                                               2004            2003
                                             --------        ---------
          Raw materials                     $  77,713        $ 57,414
          Finished goods                       50,749          42,257
                                             ---------       ---------
                                            $ 128,462        $ 99,671
                                            =========        ========


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


NOTE C - Other Intangible Assets

     At July 31, 2004 other intangible assets are as follows:

                        Total other   Accumulated   Net carrying
                         intangible   amortization     amount
                           assets
Amortizable
   Non-compete and          $ 8,501       $ 3,031       $ 5,470
     customer contracts
   Product formulations
     and trademarks          16,236         1,764        14,472
                             ------         -----        ------
                             24,737         4,795        19,942
                            -------       -------        ------
Not Amortizable
   Trademark/Tradename        8,900             -         8,900
                            -------       -------       -------
Total                       $33,637       $ 4,795       $28,842
                            =======       =======       =======

     Amortization expense for our existing other intangible assets over the
next  five  years  is estimated to be: $2,963, $2,580, $2,496,  $1,626  and
$1,306 for the annual periods from August 1, 2004 to July 31, 2009.


Note D - 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 July 31, 2004 and August 2, 2003 is as follows:

                              QUARTER ENDED     NINE MONTHS ENDED
                            July 31,  Aug. 2,  July 31,   Aug. 2,
                            2004     2003      2004         2003
                           ---------  -------  --------   --------
Net Earnings               $  11,712  $ 8,147  $ 32,937   $ 24,846
                           ---------  -------  --------   --------
Foreign currency
  translation adjustments      1,154      585     (729)      3,958
Cash flow hedge adjustments      991    1,005     2,834      1,796
                             -------  -------  --------   --------
Total Comprehensive Income  $ 13,857  $ 9,737  $ 35,042   $ 30,600
                            ========  =======  ========   ========

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


Note E - Segment Information

     The Company's forty-eight facilities are organized into three
reportable segments based on the nature of the products manufactured.

                            QUARTER ENDED             NINE MONTHS
                        July 31,     Aug. 2,    July 31,      Aug. 2,
Net Sales *               2004        2003        2004          2003
                         --------   ---------    ---------    ---------
 Custom Sheet &         $ 196,525   $ 158,949    $ 545,481    $ 461,987
 Rollstock
 Color & Specialty         75,053      64,319      219,365      192,212
 Compounds
 Molded & Profile          16,457      15,602       52,243       48,859
 Products
                           ------   ---------    ---------    ---------
    Total Net Sales     $ 288,035   $ 238,870    $ 817,089    $ 703,058
                         ========    =========   =========     =========
Operating Earnings
 Custom Sheet &        $   21,026  $   15,978  $   58,025   $   46,620
 Rollstock
 Color & Specialty          6,153       4,665      18,472       15,197
 Compounds
 Molded & Profile           1,417       1,342       5,242        3,810
 Products
 Corporate/Other           (3,662)     (2,676)     (9,956)      (8,119)
                           ------   ---------    ---------    ---------
    Total Operating    $   24,934  $   19,309  $   71,783   $   57,508
 Earnings              ==========  ==========  ==========   ==========

* Excludes intersegment sales of $12,711 and $9,646 for the three months
ended July 31, 2004 and August 2, 2003, respectively, and $38,376 and
$26,466 for the nine months ended July 31, 2004 and August 2, 2003,
respectively, primarily from the Color & Specialty Compounds segment.


Note F - Stock Based Compensation

      The  Company has adopted the disclosure-only provisions of SFAS  123.
The following table 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.  Beginning  in
fiscal  2004,  the Company is recognizing pro-forma expense  for  the  fair
value  of  the  options as they vest pro-ratably for each  quarter  of  the
fiscal year.  In previous years the vast majority of pro-forma expense  was
recognized  in  the first quarter of the year as the options  passed  their
annual vesting date.

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


                                 Quarter Ended        Nine Months Ended
                              July 31,   Aug. 2,    July 31,    Aug. 2,
                                2004       2003       2004       2003
                               -------   --------   --------   ---------
Net Earnings as               $11,712   $ 8,147     $32,937   $24,846
  Reported
Pro Forma Impact of               442        84       1,326     1,467
  Expensing Stock Options
                              --------  -------     --------  --------
Pro forma net earnings        $11,270   $ 8,063     $31,611   $23,379
                              ========  =======     ========  ========
Earnings per share:
     As Reported
       Basic                  $   0.36  $   0.28    $   1.06  $   0.85
       Diluted                $   0.36  $   0.28    $   1.04  $   0.84
     Pro forma
       Basic                  $   0.35  $   0.28    $   1.01  $   0.80
       Diluted                $   0.34  $   0.27    $   1.00  $   0.79

Assumptions Used:
     Expected Dividend               2%         2%         2%          2%
       Yield
     Expected Volatility            35%        35%        35%         35%
     Risk-Free Interest            3.7%       2.6%       3.7%        3.5%
       Rates
     Expected Lives           5.5 Years  5.0 Years  5.5 Years   5.0 Years


Note G - Equity Offering

      Effective  February  3, 2004, the Company completed  a  common  stock
offering  (priced  at $24.00 per share) for 2.7 million  shares.   Proceeds
from  the offering (net of expenses) totaled approximately $61 million with
approximately  $41 million used to pay down debt and $20  million  used  to
fund  capital  expenditures and strategic expansions.  After the  offering,
the Company's common issued shares increased by 8.8% to 33,131,846.

Note H - Bank Refinancing

      On  March  3, 2004, the Company refinanced its unsecured bank  credit
facility  that provides aggregate availability of $200 million and  expires
on  March  3, 2009.  Interest on the bank credit facility is payable  at  a
rate  chosen by the Company of either prime or Eurodollar Rate plus a  0.5%
to  1.125%  borrowing margin.  The agreement requires a  fee  of  0.10%  to
0.275% for any unused portion of the facility.

Note I - Recently Issued Accounting Standards

      In  December  2003,  the  FASB  issued  a  revised  version  of  FASB
Interpretation  No.  46  (FIN  46R), "Consolidation  of  Variable  Interest
Entities,"  which  defines when a business should  consolidate  a  variable
interest  entity.  The Company adopted FIN 46R on January 31, 2004.   As  a
result,  we  no longer consolidate our trusts which were formed solely  for
the  issuance  of  trust  preferred securities to outside  investors.   The
effect  of  this  deconsolidation  was to:  1)  eliminate  the  Convertible
Preferred  Securities  issued  by the trusts;  2)  record  the  Convertible
Subordinated  Debentures issued to the trusts; 3) recognize  the  Company's
equity investment in the common stock of the trusts; and 4) reclassify  the
distributions  on  the  preferred securities to  interest  expense  on  the
debentures.  The Convertible Subordinated Debentures and equity investments
were  previously  eliminated in consolidation.   The  debentures,  totaling
$154.6  million,  are  now included in the Consolidated  Condensed  Balance
Sheet  as  a separate component of long-term debt and the equity investment
of  $4.6 million is included in other assets.  The adoption of FIN 46R  had
no  impact on the Company's net income or earnings per share.  The previous
year's financial statements have been restated to reflect the affect of the
deconsolidation required by FIN 46R.

Note J - Commitments and Contingencies

      On April 30, 2004 the Company entered into loan guarantees related to
the  expansion of our Donchery, France facility.  The maximum amount to  be
guaranteed  will  not  exceed  5.7 million Euros  or  approximately  US$7.0
million.   We  expect the construction to be completed by the  end  of  our
fourth  quarter at which time we will enter into a lease for the amount  of
the expansion.

       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  thirty-one  other
companies in an environmental study to determine the extent and sources  of
contamination at this site.  The Company has $325 accrued as  of  July  31,
2004 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 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 Spartech and other parties.

     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

     On September 1, 2004, the Company entered into an agreement to acquire
substantially all of the assets of three divisions of VPI, based in
Sheboygan, Wisconsin for a cash purchase price of approximately $83.5
million.  These divisions include VPI's Sheet Products Division, Contract
Manufacturing Division, and Film and Converting Division with annual sales
totaling approximately $110 million.  The transaction is expected to close
on October 1, 2004, subject to customary consents and approvals.  The
Company intends to finance this purchase with proceeds from a $150 million
private placement of unsecured notes at 5.54% with a twelve-year maturity.
The Company expects funding from these notes on or before September 15,
2004, with repayments to begin in September 2012.

Items 2 and 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

     Net sales increased 21% and 16%, respectively for the three months and
nine  months  ended July 31, 2004 over the same periods of the prior  year.
Internal growth of 15% in the third quarter compared to the same quarter of
the  prior  year resulted in more than 350 million pounds shipped  for  the
quarter,  20%  greater than last year.  For both the three  and  nine-month
periods, the sales increase was primarily driven by strong internal  volume
growth resulting from demand increases in every major market served by  the
Company.   Demand was particularly strong in the packaging, transportation,
building  &  construction and recreation & leisure markets.   Net  earnings
increased  44%  and 33%, respectively for the three and nine-month  periods
compared  to  the  prior year's equivalent periods.  These  increases  were
driven  by  strong sales growth, improvement in capacity utilization  rates
and  improvements  in  conversion  costs  from  cost  containment  efforts,
partially  offset  by raw material price increases.  Despite  the  positive
impact  of  strong  demand and capacity utilization  on  material  margins,
volatile  crude  oil prices have resulted in increasing raw material  costs
that has partially offset these benefits in the first nine months of 2004.

Results of Operations

 (in millions)                   NET SALES          OPERATING EARNINGS
                                         Nine Months Ended
Net Sales                  July 31,     Aug. 2,    July 31,     Aug. 2,
                             2004        2003        2004        2003
                          ----------    -------    ---------    ---------
 Custom Sheet &              $ 545.5       $         $  58.0      $  46.6
 Rollstock                               462.0
 Color & Specialty             219.4       192.2        18.5         15.2
   Compounds
 Molded & Profile               52.2        48.9         5.2          3.8
 Products
 Corporate/Other                   -           -        (9.9)       (8.1)
                            --------     -------     -------      -------
   Total                     $ 817.1     $ 703.1     $  71.8      $  57.5
                            ========    ========    ========     ========

      Net sales were $288.0 million and $817.1 million for the quarter  and
nine  months  ended  July 31, 2004 resulting in 21%  (15%  from  growth  in
internal pounds sold, 3% from acquisitions and 3% from price/mix)  and  16%
(9%  from growth in internal pounds sold, 3% from acquisitions and 4%  from
price/mix)   increases  from  the  similar  periods  of  the  prior   year,
respectively.  The strong growth in internal pounds sold primarily resulted
from  strong demand in many of the major end-markets served by the Company,
particularly  in the packaging, building & construction and  transportation
markets.

      Cost  of sales were $247.1 million and $699.0 million for the quarter
and  nine  months  ended July 31, 2004, compared with  $205.8  million  and
$604.7  million for the similar quarter and nine months of the prior  year.
Cost  of  sales as a percentage of net sales were 85.8% and 85.5%  for  the
quarter  and nine-month periods of the current year compared to  86.1%  and
86.0%  for same periods of the prior year.  The decrease in percentage  for
both periods reflects the impact of the strong sales increases, improvement
in  capacity utilization rates, and improvements in conversion  costs  from
the  Company's lean manufacturing efforts, partially offset by  higher  raw
material prices.

     Selling and administrative expenses of $15.3 million and $44.4 million
for  the  quarter and nine months ended July 31, 2004 increased from  $13.2
million  and $39.2 million for comparable periods of 2003.  These increases
were  primarily  caused by the variable portion of expenses resulting  from
the  growth  in  sales, and increased investments in corporate  governance,
information  technology, and marketing resources.  As a percentage  of  net
sales, selling and administrative expenses improved from 5.5% and 5.6%  for
the  quarter  and  nine  months of the prior year  to  5.3%  and  5.4%  for
comparable  periods of the current year due largely to leverage from  sales
growth.

     Operating earnings for the quarter and nine months ended July 31, 2004
increased to $24.9 million (8.7% of net sales) and $71.8 million  (8.8%  of
net  sales) from $19.3 million (8.1% of net sales) and $57.5 million  (8.2%
of  net  sales)  for  the  similar periods of the  prior  year.   Operating
earnings  per  pound sold increased to 7.1 cents for both the  quarter  and
nine  month period from 6.6 cents and 6.4 cents for the comparable  periods
of  the  prior  year.   The improvement in operating margin  and  operating
earnings  per  pound sold was primarily driven by leverage from  the  sales
growth  coupled with cost containment from the Company's lean manufacturing
efforts.

      Interest  expense was $6.0 million and $18.5 million for the  quarter
and  nine-month  periods of the current year compared to $6.5  million  and
$18.9  million for the comparable periods of the prior year.  The  decrease
in  interest expense in the current periods resulted from the reduction  in
the  Company's  debt  balance partially offset by an  increase  in  average
interest  rate.   The  Company's  interest rate  swap  encompassing  $125.0
million  of bank debt will expire on November 10, 2004.  On this date,  the
Company's effective interest rate on this bank debt will revert back  to  a
variable 30-day Eurodollar rate plus an applicable margin (which was  1.36%
at  July  31, 2004 plus .75%) from the fixed swap effective rate  of  6.06%
plus the applicable margin.

      The  Company's  effective  tax rate for the  quarter  and  nine-month
periods  ended July 31, 2004 was 38.2%, which compared to 36.5%  and  35.7%
for  the comparable periods of the prior year.  The lower tax rates of  the
prior  periods  were caused by refunds of research and development  credits
recorded  as  a  result  of  a final agreement with  the  Internal  Revenue
Service.  The current effective tax rate also reflects an increase  in  the
tax rate in Ontario, Canada.
Segment Results

     Net sales of the Custom Sheet & Rollstock segment increased by 24% and
18%  to  $196.5 million and $545.5 million in the quarter and  nine  months
ended  July  31, 2004 compared to the comparable periods of  2003.   Volume
growth in pounds sold was 30% (20% from internal growth) and 21% (11%  from
internal  growth)  for  the quarter and nine-month  periods,  respectively.
Internal growth for both periods was primarily generated from strong demand
primarily  in  the  packaging, building & construction  and  transportation
markets.   The  fiscal 2003 acquisitions of Polymer Extruded  Products  and
Trienda's Extrusion acquisitions caused sales volume in pounds to  increase
by approximately 10% for both periods.  The product mix sold by the Trienda
Extrusion business has an average sales price per pound that is lower  than
the group's average, and the increase in mix of this business accounted for
the difference between the 24% net sales increase and 30% volume growth for
the  third quarter.  Operating margin increased to 10.7% and 10.6%  in  the
quarter  and nine months of the current year from 10.1% in both  comparable
periods of the prior year.  Operating earnings per pound sold increased  to
11.2  cents  and 11.1 cents for the quarter and nine month  period  of  the
current year from 11.0 cents and 10.8 cents for the similar periods of  the
prior  year.  The increases in operating margin and operating earnings  per
pound  sold  were driven by increased leverage from sales growth  and  cost
containment  efforts,  partially  offset  by  the  impact  of  resin  price
increases.

     The Color & Specialty Compounds segment's net sales were $75.1 million
and  $219.4  million for the quarter and nine months ended  July  31,  2004
compared  to  $64.3 million and $192.2 million for the prior  year  periods
representing an increase of 17% for the quarter and 14% for the  nine-month
period.  Internal volume growth represented 11% and 7% of the increase  for
the  quarter and nine-month period, respectively with sales price increases
due  to  resin  price increases representing the majority of the  remaining
growth.  The volume growth reflects an extremely soft third quarter in 2003
and  was  due  primarily to strong demand particularly  in  the  packaging,
transportation  and appliance markets.  Operating margin improved  to  8.2%
and  8.4% for the quarter and nine months ended July 31, 2004 from 7.3% and
7.9%  in the comparable periods of the prior year.  Operating earnings  per
pound  sold  increased  to 4.0 cents for both the  quarter  and  nine-month
periods  of  the  current year from approximately 3.5 cents for  comparable
periods of the prior year.  The double-digit increase in operating earnings
per  pound  was primarily driven by leverage from the strong  sales  growth
partially  offset  by  increases in raw materials.  This  segment's  recent
positive  trend  in  internal growth over the past two  quarters  gives  us
encouragement that once the current resin market stabilizes or prices  roll
back  to more reasonable levels, our traditional operating margins for this
segment will return.

      The  Molded & Profile Products segment's net sales increased to $16.5
million  and $52.2 million for the quarter and nine months ended  July  31,
2004  compared  to  $15.6 million and $48.9 million  in  the  similar  2003
periods.   Operating  earnings also increased  to  $1.4  million  and  $5.2
million  for  the  quarter and nine months ended July 31, 2004,  from  $1.3
million  and  $3.8  million  for the prior  year's  similar  periods.   The
increase  in sales and operating earnings were primarily driven  by  strong
demand  in  the  recreation & leisure and building & construction  markets.
Management plans some operational realignments in this group over the  next
6-12 months, which should result in improved performance in fiscal 2005.

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.  Management  has agreed to participate along with  thirty-one  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 the Company's  $325
thousand  accrual as of July 31, 2004. In the event of one or more  adverse
determinations  related to this issue, the impact on the Company's  results
of  operations could be material to any specific period. However, it is our
opinion  that  future  expenditures for  compliance  with  these  laws  and
regulations,  as  they relate to the Lower Passaic River  issue  and  other
potential   issues,  will  not  have  a  material  effect  on  our  capital
expenditures, financial position, or competitive position.

     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 unusually high price of crude oil  has
had  a  greater impact on increasing the price of plastic resins, our  most
significant raw material.  We currently expect this pricing relationship to
continue in the foreseeable future.  Past trends in resin pricing,  periods
of  anticipated or actual shortages of a particular resin, and  changes  in
supplier  capacities  can  also have an impact  on  the  cost  of  our  raw
materials  during  a  particular period.  Price spikes  in  crude  oil  and
natural gas along with the political unrest in oil producing countries have
resulted  in unusually high pricing pressures during 2003 and 2004.   These
pressures  resulted  in  dramatic  increases  in  the  prices  of  our  raw
materials.   We  have generally been able to minimize the  impact  of  past
price  increases  in  raw material costs by controlling  inventory  levels,
increasing  production  efficiencies,  passing  through  price  changes  to
customers,  and  the  negotiating competitive prices  with  our  suppliers.
These  pricing  changes  were more difficult for  us  to  manage  and  have
negatively affected our operating margins in 2003 and 2004.  While we  will
continue  to implement the actions noted above to help minimize the  impact
of  price changes on our margins, the direction, degree of volatility,  and
our ability to manage future pricing changes is uncertain.


Liquidity and Capital Resources

Cash Flow
      Our  primary sources of liquidity have been cash flows from operating
activities, borrowings from third parties, and our recent equity  offering.
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:

                                             Nine Months Ended
     (Dollars in millions)                July 31,       Aug. 2,
                                            2004           2003
                                        ------------  -------------
     Net cash provided by
     operating activities                 $    16.6      $  41.6
                                        ============  ============
     Net cash used for
     investing activities                 $   (32.3)     $ (41.0)
                                        ============  ============
     Net cash provided by/(used for)
     financing activities                 $    25.2      $  (3.9)
                                        ============  ============
     Increase/(decrease) in cash
     and equivalents                      $     9.6      $  (3.1)
                                        ============  ============

      Operating cash flows provided by net earnings increased 33% to  $32.9
million for the nine months ended July 31, 2004 from $24.8 million for  the
nine  months  ended  August  2,  2003.   Changes  in  current  assets   and
liabilities, net of the effects of acquisitions, used $44.0 million of  our
operating  cash  flows in 2004 compared to $8.2 million in the  first  nine
months  of  2003.   Operating  cash  flows  used  by  changes  in  accounts
receivable  totaled $22.7 million due primarily to the  funding  of  strong
growth  in  sales.   Operating cash flows used  for  changes  in  inventory
totaled $26.5 million due to increases in business volumes, selective  pre-
buys  of raw materials ahead of announced price increases and increases  in
the price of resins.

      The  Company's 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  nine  months of 2004 were $22.7 million as  compared  to  $17.7
million  for  the  first  nine months of 2003.   The  increase  in  capital
expenditures is primarily due to expenditures associated with the expansion
of  our Donchery, France facility and our new Product Development Center in
Warsaw,  Indiana.  We  currently anticipate total capital  expenditures  of
approximately  $28 million for fiscal 2004.  Borrowings  for  business  and
outsourcing acquisitions totaled $9.6 million for the first nine months  of
2004  as  compared  to $23.6 in the first nine months of  2003.   The  2004
acquisitions  included  $1.4 million paid to complete  the  September  2003
acquisition of Trienda's extrusion business, $2.2 million spent to  acquire
certain  equipment  and  working capital assets  from  the  former  Quality
Plastic  Sheet  operation along with a long-term supply contract  from  its
largest   customer,   and  $6.0  million  for  certain   assets   of   BASF
Aktiengesellschaft of Germany.  The 2003 payment was for  the  purchase  of
Polymer Extruded Products.

      Cash  provided by financing activities totaled $25.2 million for  the
first nine months of 2004.  On February 3, 2004 Spartech completed a common
stock  offering  that  provided $60.9 million.  Other financing  activities
during  the  first nine months of 2004 included debt repayments  funded  by
the  offering,  borrowings for operations of $24.2 million, borrowings  for
acquisitions  of  $9.6  million, and dividend  payments  with  other  items
netting to usage of $8.6 million.

Financing Arrangements
     Effective February 3, 2004, Spartech completed a common stock offering
(priced  at  $24  per  share) for 2.7 million shares.   Proceeds  from  the
offering   (net  of  expenses)  totaled  approximately  $61  million   with
approximately $41 million used immediately to pay down debt and $20 million
invested  in  short  term investments and used to fund  subsequent  capital
expenditures and strategic expansions later in the second quarter.

      On  March 3, 2004, Spartech refinanced its U.S. unsecured bank credit
facility  providing aggregate availability of $200 million and expiring  on
March  3, 2009.  Interest on the bank credit facility is payable at a  rate
chosen  by  the Company of either prime or Eurodollar Rate plus a  0.5%  to
1.125% borrowing margin and the agreement requires a fee of 0.10% to 0.275%
for any unused portion of the facility.  On April 22, 2004, Spartech Canada
refinanced   its   unsecured  bank  credit  facility  providing   aggregate
availability  of  $10  million Canadian and  expiring  on  March  3,  2009.
Interest  on  the bank credit facility is payable at a rate chosen  by  the
Company of either prime or LIBOR plus a .5% to 1.125% borrowing margin  and
the  agreement  requires  a non-use fee of .10% to  .275%  for  any  unused
portion  of  the  facility.   At  July  31,  2004,  our  total  outstanding
borrowings under our bank credit facilities were $125 million at a weighted
average  interest  rate of 6.9% (including the effect of an  interest  rate
swap).   We  had approximately $69 million in borrowing capacity under  our
bank  credit  facilities  at  the end of the  third  quarter  of  2004.  We
anticipate that cash flows from operations, together with the financing and
borrowings  under  our  bank credit facilities, will  satisfy  our  working
capital   needs,   regular  quarterly  dividends,   and   planned   capital
expenditures  for the next year.  Refer to Note K - Subsequent  Events  for
discussion  of  the  intended $150 million private placement  of  unsecured
notes related to the VPI acquisition.

      If our cash from operations were substantially reduced and our access
to the debt and equity markets became more limited, we might not be able to
repay  the  obligations as they become due.  Our current credit  facilities
also   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  levels.
While  we  were  in compliance with such covenants through the  first  nine
months  of  2004  and currently expect to be in compliance  throughout  the
balance  of  the fiscal year, 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.


Outlook

      We  expect strong demand in the fourth quarter to continue to produce
solid  sales  growth,  currently estimated at 8-10%  over  the  prior  year
period.   Despite this strong demand, volatile oil prices have resulted  in
increasing  raw  material  costs that could continue  to  put  pressure  on
operating margins.

Significant Accounting Policies, Estimates and Judgments

      We  prepare  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 and liabilities and disclosures of contingent assets  and
liabilities  at  the  date  of the financial statements  and  the  reported
amounts  of revenues and expenses during the reporting period.  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 to  ensure
     specifications are met prior to shipment.  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
     customers'  credit worthiness, 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 or lower credit loss rates that we have in the past.

     Inventories  -  We value inventories at the lower of  actual  cost  to
     purchase or manufacture the inventory or 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  or aged 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 business acquisitions in
     recent  years.  All of these acquisitions have been accounted  for  in
     accordance  with the purchase method, and accordingly, the results  of
     operations  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
     adjustment upon obtaining complete valuation information.   While  the
     delayed  finalization  of 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 - Long-lived assets, which  primarily
     include  goodwill, other intangibles and property plant and  equipment
     are  reviewed for impairment whenever events and changes  in  business
     indicate the carrying value of the assets may not be recoverable.  The
     Company  conducts a formal impairment test of goodwill at the  end  of
     each  fiscal  year  and  between  fiscal  years  if  events  occur  or
     circumstances change that would more likely than not reduce  the  fair
     value  of  a  reporting unit below its carrying  value.  We  recognize
     impairment losses if expected future cash flows of the related  assets
     (based  on  our current projections of anticipated future cash  flows)
     are  less  than carrying value or where assets that are held for  sale
     are  deemed  to  be  valued in excess of the  expected  amount  to  be
     realized  upon  sale.  While we believe that our estimates  of  future
     cash  flows are reasonable, different assumptions regarding such  cash
     flows could materially affect our evaluations.

     Contingencies - The Company is 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 could 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  2003  Consolidated  Financial  Statements
contained  in our 2003 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 2003 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.   However, the Company
continues to seek value-added acquisitions which meet its stringent
acquisition criteria and complement its existing businesses; and
  (3) Our products are sold in a number of end markets which tend to be
cyclical in nature, including transportation, building and construction,
bath/pool and spa, and electronics and appliances. A downturn in one or
more of these end markets could have a material adverse effect on our sales
and operating profit.

   Investors are also directed to the discussion of risks and uncertainties
associated  with  forward-looking statements contained in our  2003  Annual
Report on Form 10-K filed with the Securities and Exchange Commission.


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 July 31,  2004,  to
provide reasonable assurance of the achievement of these objectives.

      Notwithstanding  the foregoing, there can be no  assurance  that  the
Company's  disclosure controls and procedures will detect  or  uncover  all
failures of persons within the Company and its consolidated subsidiaries to
report  material  information otherwise required to be  set  forth  in  the
Company's reports.

      There  was no change in the Company's internal control over financial
reporting  during  the  quarter ended July 31, 2004,  that  has  materially
affected,  or  is  reasonably likely to materially  affect,  the  Company's
internal control over financial reporting.

PART II - OTHER INFORMATION


Item 6 (a).    Exhibits

     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.


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

     The  Company filed a Form 8-K dated May 11, 2004 to furnish the  press
     release providing guidance for fiscal 2004 second quarter sales.

     The  Company filed a Form 8-K dated June 3, 2004 to furnish the  press
     release  regarding  earnings results of the Company  for  the  quarter
     ended May 1, 2004.
                                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:   September 9, 2004                 /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)