SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                    Form 10-Q


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

                 For the quarterly period ended February 2, 2002


                          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 checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

Yes   x   No


     Number of shares outstanding as of February 2, 2002:

     Common Stock, $.75 par value per share            26,787,281



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                February 2, 2002



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of February 2, 2002 and November 3, 2001       3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter ended
          February 2, 2002 and February 3, 2001             4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for quarter ended
          February 2, 2002 and February 3, 2001             5

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL
          STATEMENTS                                        6

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS   11


PART II.  OTHER INFORMATION                               19

          SIGNATURES                                      20

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                      SPARTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                  (Dollars in thousands, except share amounts)

                                     ASSETS
                                          Feb. 2, 2002
                                           (unaudited)    Nov. 3, 2001
Current Assets
  Cash and equivalents                       $  8,701        $  8,572
  Receivables, net                            114,277         119,074
  Inventories                                  95,840          93,091
  Prepayments and other                         9,956           9,333
     Total Current Assets                     228,774         230,070

Property, Plant and Equipment                 392,686         389,072
  Less accumulated depreciation               121,608         114,917
     Net Property, Plant and Equipment        271,078         274,155

Goodwill                                      292,576         292,576

Other Assets                                   21,249          18,302
                                             $813,677        $815,103

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 18,184       $  18,225
  Accounts payable                             70,777          76,131
  Accrued liabilities                          23,629          24,568
     Total Current Liabilities                112,590         118,924

Long-Term Debt, Less Current Maturities       272,049         270,489

Other Liabilities                              57,763          59,144

     Total Long-Term Liabilities              329,812         329,633
Company-obligated manditorily redeemable
   convertible preferred securities of
   Spartech Capital Trust holding solely
   convertible subordinated debentures        150,000         150,000

Shareholders' Equity
  Common stock, 28,067,023
     shares issued in 2002 and 2001            21,050          21,039
  Contributed capital                          93,824          94,239
  Retained earnings                           148,230         145,909
  Treasury stock, at cost, 1,279,742 shares
     in 2002 and 1,367,437 shares in 2001    (29,084)        (30,410)
  Accumulated Other Comprehensive Income     (12,745)        (14,231)

     Total Shareholders' Equity               221,275         216,546
                                             $813,677        $815,103


See accompanying notes to consolidated financial statements.


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


                                                  QUARTER ENDED
                                           Feb. 2, 2002   Feb. 3, 2001

Net Sales                                    $190,668        $240,635

Costs and Expenses
  Cost of sales                               163,507         200,981
  Selling and administrative                   12,574          14,103
  Amortization of goodwill                          -           2,050
                                              176,081         217,134

Operating Earnings                             14,587          23,501
  Interest                                      4,369           7,141
  Distributions on
    preferred securities of
    Spartech Capital Trust                      2,562           2,562

Earnings Before Income Taxes                    7,656          13,798
  Income taxes                                  2,794           5,243

Net Earnings                                 $  4,862         $ 8,555


Net Earnings Per Common Share:

  Basic                                      $    .18        $    .32
  Diluted                                    $    .18        $    .32

Dividends Per Common Share                   $   .095        $   .095











See accompanying notes to consolidated financial statements.






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


                                                  QUARTER ENDED
                                           Feb. 2, 2002   Feb. 3, 2001

Cash Flows from Operating Activities
  Net earnings                               $  4,862        $  8,555
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization            6,750           9,065
       Change in current assets and
          liabilities                         (3,262)         (3,264)
  Other, net                                    (169)           (402)
     Net cash provided by
       operating activities                     8,181          13,954

Cash Flows from Investing Activities
  Capital expenditures                        (3,771)         (5,411)
  Business Acquisitions                       (4,180)               -
  Retirement of assets                              -             249
     Net cash used for investing activities   (7,951)         (5,162)

Cash Flows from Financing Activities
  Bank Borrowings for Business Acquisitions     4,180               -
  Net borrowings (payments) on revolving
     credit facilities                        (2,580)             206
  Payments on bonds and leases                   (81)           (669)
  Cash dividends on common stock              (2,542)         (2,530)
  Stock options exercised                         922             521
  Treasury stock acquired                           -         (4,987)
     Net cash used for
       financing activities                     (101)         (7,459)

  Effect of exchange rate changes on cash
     and equivalents                                -           (101)

Increase In Cash and Equivalents                  129           1,232

Cash and Equivalents at Beginning of Period     8,572          10,495

Cash and Equivalents at End of Period       $   8,701       $  11,727


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 wholly owned subsidiaries (the Company).  These  financial
statements  have  been  prepared on a condensed basis and, accordingly,  certain
information  and  note  disclosures normally included  in  financial  statements
prepared  in accordance with generally accepted accounting principles have  been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange  Commission.   In the opinion of management, the  financial  statements
contain all adjustments (consisting solely of normal recurring adjustments)  and
disclosures  necessary to make the information presented therein not misleading.
These  financial statements should be read in conjunction with the  consolidated
financial  statements  and  accompanying  footnotes  thereto  included  in   the
Company's November 3, 2001 Annual Report on Form 10-K.

      The  Company's  fiscal year ends on the Saturday closest  to  October  31.
Fiscal  year 2001 included 53 weeks compared to 52 weeks in 2002.  As a  result,
the  first quarter ended February 2, 2001 consists of 14 weeks, compared to  the
13-week first quarter ended February 2, 2002.  Operating results for any quarter
are  traditionally seasonal in nature and are not necessarily indicative of  the
results expected for the full year.

      Freight  costs for First Quarter of 2001 have been reclassified to  comply
with  EITF  00-10  "Accounting for Shipping and Handling Fees and  Costs."   The
reclassification resulted in an increase to net sales and corresponding increase
to cost of goods sold of $6.0 million.

NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.   Inventories at February 2, 2002 and November 3, 2001 are comprised  of
the following components:

                                               2002            2001
          Raw materials                      $ 55,509        $ 55,803
          Finished goods                       40,331          37,288

                                             $ 95,840        $ 93,091


NOTE C - Goodwill and Other Intangible Assets

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets."  SFAS No. 142, among other things, eliminates the amortization of
goodwill and certain identified intangible assets.

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

Effective  November  4,  2001 the Company has adopted  SFAS  No.  142,  as  such
goodwill is no longer being amortized against earnings.  Intangible assets,
  including  goodwill, that are not subject to amortization will be  tested  for
impairment  annually, or more frequently if events or changes  in  circumstances
indicate that the asset might be impaired, using a two step
impairment  assessment.  The  first  step  of  the  impairment  test  identifies
potential impairment and compares the fair value of the reporting unit with  its
carrying amount, including goodwill.  We determined that the Company has  twelve
reporting units based upon the discrete financial information available and  the
manner in which management reviews operating results.

      If  the  fair  value  of the reporting unit exceeds its  carrying  amount,
goodwill  of the reporting unit is not considered impaired, and the second  step
of the impairment test is not necessary. If the carrying amount of the reporting
unit  exceeds  its fair value, the second step of the impairment test  shall  be
performed to measure the amount of impairment loss, if any.  The amounts used in
the transitional impairment test have been measured as of November 4, 2001.

      Early  application of SFAS No. 142 is permitted for non-calendar year  end
companies with fiscal years beginning after March 15, 2001, but before  December
15,  2001. The Company has elected early adoption of these statements as of  the
beginning  of  our fiscal year 2002.  In performing step one of  the  test,  the
Company engaged an independent appraisal firm to perform a valuation for each of
our  reporting units.  The firm reported a fair value conclusion for each of the
reporting units which the Company used to compare the carrying amount of its net
assets including goodwill.  In accordance with the transition provisions of SFAS
No.  142,  the Company has conducted the first step of the impairment  tests  as
described above. As of November 4, 2001, the tests indicated that the fair value
of  each  of  the  Company's  reporting units exceeded  their  carrying  amount,
therefore no impairment charge was recorded upon adoption.

<TABLE>
<CAPTION>
The effect of the adoption of SFAS No. 142 as of November 4, 2001 and February
2, 2002 is summarized in the following table:

                          February 2, 2002                          November 4, 2001
                Gross       Accumulated    Net Carrying      Gross      Accumulated     Net
               Carrying     Amortization      Amount       Carrying    Amortization  Carrying
                Amount                                      Amount                    Amount
<S>          <C>          <C>              <C>            <C>          <C>           <C>
Goodwill        $ 321,689       $ (29,113)     $ 292,576    $ 321,689     $ (29,113)  $292,576

Intangible
assets with
finite lives    $   2,500       $     (25)      $  2,475    $       -     $        -  $      -

</TABLE>

     Amortization expense for the three months ended February 2, 2002 was $25
which represented the amortization relating to the identified intangible assets
required to be amortized under SFAS No. 142. For each of

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

the next five years intangible amortization expense relating to these identified
intangibles will be $83.

     As required by SFAS No. 142, the results for the prior year have not been
restated. A reconciliation of net income for the first quarter ended February 3,
2001 as if SFAS No. 142 had been adopted at the beginning of the prior year is
presented below.

                                                             2001

Reported net income                                          $  8,555
Add back:  Goodwill amortization (net of tax)                $  1,310
Adjusted net income                                          $  9,865

Basic net income per share:
  Reported net income                                        $    .32
  Adjusted net income                                        $    .38

Diluted net income per share:
  Reported net income                                        $    .32
  Adjusted net income                                        $    .37


NOTE D - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for the
quarters ended February 2, 2002 and February 3, 2001 is as follows:

                                               2002            2001
  Cash paid for:
     Interest                                $  5,559        $  7,012
     Income taxes (refund)                  $   (799)        $    377

Note E - 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
February 2, 2002 and February 3, 2001 is as follows:

                                                   QUARTER ENDED
                                                2002            2001

Net Earnings                                 $  4,862         $  8,555
Foreign currency translation
  adjustments                                    (61)              762
Cash flow hedge adjustments                     1,547           (1,976)
     Total Comprehensive Income              $  6,348         $  7,341


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

Note F - Segment Information

  Spartech's forty-four facilities are organized into three reportable segments
based on the nature of the products manufactured.

                                 Quarter Ended
                 Feb. 2, 2002                 Feb. 3, 2001
Net Sales*
   Custom Sheet & Rollstock         $   128,037    $   155,929
   Color & Specialty Compounds           48,925         58,208
   Molded & Profile Products             13,706         26,498
Total Net Sales                     $   190,668    $   240,635


Operating Earnings
   Custom Sheet & Rollstock         $    11,158    $    16,668
   Color & Specialty Compounds            5,044          6,187
   Molded & Profile Products                812          2,372
   Corporate/Other                       (2,427)        (1,726)
Total Operating Earnings            $    14,587    $    23,501


* Excludes intersegment sales of $4,682 in 2002 and
   $8,541 in 2001 primarily from the Color & Specialty
   Compounds segment



Note G - Recently Issued Accounting Standards Not Yet Adopted

      In  June  2001,  the  FASB  issued SFAS No.  143,  "Accounting  for  Asset
Retirement   Obligations"  ("SFAS  143").  SFAS  No.  143  addresses   financial
accounting  and  reporting for obligations associated  with  the  retirement  of
tangible long-lived assets and the associated asset retirement costs. It applies
to  all  entities and legal obligations associated with the retirement of  long-
lived assets that result from the acquisition, construction, development, and/or
the  normal operation of a long-lived asset. SFAS No. 143 requires that the fair
value  of  a liability for an asset retirement obligation be recognized  in  the
period  in  which it is incurred if a reasonable estimate of fair value  can  be
made.  The  associated asset retirement costs are capitalized  as  part  of  the
carrying  amount  of  the  long-lived asset and are  subsequently  allocated  to
expense  over  the  asset's useful life. This statement  is  effective  for  the
financial statements issued for fiscal years beginning after June 15, 2002 (the



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

Company's  fiscal  year  2003).  The Company will adopt  SFAS  No.  143  at  the
beginning  of  our 2003 fiscal year and we believe it will not have  a  material
effect on the financial position or results of operations.

In  August 2001 the FASB issued SFAS No. 144, "Accounting for the Impairment  or
Disposal of Long-Lived Assets."  SFAS No. 144 addresses financial accounting and
reporting  for the impairment of long-lived assets and for long-lived assets  to
be  disposed  of.  This statement supersedes SFAS No. 121, "Accounting  for  the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to be Disposed  Of",
however, this statement retains the fundamental provisions of SFAS No.  121  for
(a)  recognition and measurement of the impairment of long-lived  assets  to  be
held  and  used  and (b) measurement of long-lived assets to be disposed  of  by
sale. This statement also supersedes the accounting and reporting provisions  of
APB  Opinion No. 30, "Reporting the Results of Operations Reporting the  Effects
of  Disposal  of  a  Segment  of  a  Business, and  Extraordinary,  Unusual  and
Infrequently Occurring Events and Transactions" for segments of a business to be
disposed of. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001 (the Company's fiscal year 2003). The Company does not believe that the
adoption  of SFAS No. 144 will have a material effect on its financial  position
or results of operations.

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

Results of Operations

      The  Company's  fiscal year ends on the Saturday closest  to  October  31.
Fiscal  year  2002 will include 52 weeks compared to 53 weeks  in  2001.   As  a
result,  the  first quarter ended February 2, 2002 consisted of 13 weeks,  a  7%
shorter operating period than the 14-week first quarter ended February 3,  2001.
The  operating  results presented below include discussions on a  percentage  of
sales basis for more meaningful comparisons.

     Net sales for the first quarter 2002 decreased by 21% to $190.7 million, as
compared to $240.6 million, an approximate 11% decrease after considering the
July 2001 divestiture of Spartech's custom molded products business, along with
the effect of the additional week reported in the first quarter of 2001. The
Company saw a positive trend in overall average weekly sales in January 2002 for
the first time in over a year, which leads us to believe our second quarter
operating results will improve over the first quarter.

      Net  sales  of  the Custom Sheet & Rollstock segment decreased  to  $128.0
million  from  $155.9  million in the prior year period as  economic  conditions
produced  low demand in the aerospace, mass transit and transportation  markets.
Net  sales of the Color & Specialty Compounds segment decreased to $48.9 million
from  $58.2  million  in the first quarter 2001 with comparable  13  week  sales
slightly  more  than 90% of last year's volume.  The Molded &  Profile  Products
segment  net  sales decreased to $13.7 million from $26.5 million in  the  first
quarter  2001  following  the  July 2001 sale of  the  segment's  custom  molded
products businesses.

      Cost of sales was $163.5 million for the first quarter 2002, compared with
$201.0  million for the first quarter of 2001, but increased as a percentage  of
net  sales to 85.8% for 2002 from 83.5% for 2001, reflecting the effect of lower
capacity utilization and competitive pricing.

      Selling and administrative expenses of $12.6 million for the first quarter
of  2002  decreased  from  $14.1 million for the  first  quarter  of  2001,  but
increased to 6.6% of net sales from 5.9% in the first quarter of 2001 due to the
effect of the lower sales volumes on the fixed expenses in this category.

           Operating earnings for the quarter ended February 2, 2002 were  $14.6
million,  or 7.7% of net sales, compared to $23.5 million or 9.8% of  net  sales
for  the corresponding period of 2001. The Custom Sheet & Rollstock Segment  had
low  demand in the aerospace, mass transit and transportation markets  partially
offset  by  focused cost reduction efforts, supply-chain management  initiatives
and  the  elimination  of $1.6 million in goodwill amortization  charges,  which
resulted in an operating margin of 8.7% compared to 10.7% in 2001.  The Color  &
Specialty  Compounds  segment benefited from some of  the  plant  consolidations
implemented  in  2000 and 2001, as the segment's operating  margin  saw  only  a
modest  decline of .3% in the first three months of fiscal 2002 to  10.3%.   The
Molded  &  Profile segment experienced the largest percentage drop in  operating
earnings,  following the July 2001 sale of the segment's custom molded  products
businesses with an operating margin of 5.9% compared to 8.9% in 2001.

      Interest expense and distributions on preferred securities of $6.9 million
for  the  quarter of 2002 decreased from $9.7 million for the first  quarter  of
2001  as  a  result of $63.5 million of debt repayments in fiscal 2001 generated
from  operating  cash flow and the July 2001 sale of the custom molded  products
business,  the  effect of the extra week in the first quarter  of  2001,  and  a
reduction of interest rates.

      The  Company's effective tax rate was 36.5% for the first quarter of  2002
compared  to  38.0%  in  first quarter 2001, reflecting an  improvement  in  our
combined  state  tax  rate  and ongoing benefits from research  and  development
credits.

     Net earnings of $4.9 million, or $.18 per diluted share, in the first
quarter 2002 compared to $8.6 million, or $.32 per diluted share, in the first
quarter 2001 as a result of the operating factors noted above. The Company
adopted Financial Accounting Standards Board Statement No. 142 "Goodwill and
Other Intangible Assets" effective at the beginning of fiscal year 2002.
Statement No. 142 requires that goodwill no longer be amortized against
earnings, but instead tested for impairment at least annually.  Upon adoption,
the Company did not have an impairment charge and eliminated the amortization of
goodwill, which totaled $2.1 million in the prior year first quarter ended
February 3, 2001.  Adjusted for the elimination of goodwill, diluted earnings
per share for the quarter ended February 3, 2001 would have been $.37.


Other Matters

      The Company operates under various laws and regulations governing employee
safety, the quantities of specified substances that may be emitted into the air,
discharged  into waterways, and otherwise disposed of on and off our properties.
The  Company  does not anticipate that future expenditures for  compliance  with
these  laws  and  regulations  will  have  a  material  effect  on  our  capital
expenditures, earnings, or competitive position.

     The plastic resins the Company uses in our production process are crude oil
or natural gas derivatives which are available from a number of domestic and
foreign suppliers.  The Company is not aware of any trends in the petroleum
industry that will significantly affect our sources of raw materials in the
future. Our raw materials are only somewhat affected by supply, demand and price
trends of the petroleum industry; however, trends in pricing, periods of
anticipated or actual shortages and changes in supplier capacities can have a
significant impact on the cost of our raw materials in a short period of time.
The Company generally manages the impact of both increases and decreases in raw
material costs through the matching of our inventory levels, current orders, the
pass-through of price changes to customers, and the negotiation of competitive
pricing with our suppliers.

Liquidity and Capital Resources

Cash Flow

      The  Company's  primary sources of liquidity have  been  cash  flows  from
operating activities and borrowings from third parties.  The Company's principal
uses  of  cash have been to support our operating activities, invest in  capital
improvements,  and finance strategic acquisitions.  Cash flows for  the  periods
indicated are summarized as follows:
                                                  First Quarter
                                                2002           2001
                                              (Dollars in millions)
  Net cash provided by
     operating activities                    $    8.2      $   14.0

  Net cash used for
     investing activities                    $   (8.0)     $   (5.2)

  Net cash used for
     financing activities                    $    (.1)     $   (7.5)

  Increase in cash
     and equivalents                         $     .1      $    1.2

     Operating cash flow provided by net earnings decreased 43%, to $4.9 million
for the first quarter 2002 from $8.6 million for the first quarter 2001.
Operating cash flows provided by changes in accounts receivable totaled $5.7
million due to seasonally lower sales in the first quarter.  Operating cash
flows used for changes in inventory totaled $1.8 million due to the typical
transition to what is traditionally the Company's highest sales level in the
second quarter of our fiscal year.  Operating cash flows used for changes in
accounts payable totaled $5.4 million due to conversion of some significant
resin purchases to more favorable payment discount terms.

     The Company's primary investing activities are capital expenditures and
acquisitions of businesses in the plastics industry.  Capital expenditures are
primarily incurred to maintain and improve productivity, as well as to modernize
and expand facilities.  Capital expenditures for the first quarter 2002 were
$3.8 million as compared to $5.4 million for the first quarter of 2001, and
anticipate total capital expenditures of approximately $20 million for fiscal
2002.  The Company's purchase of certain business from ProForm, a bath and
shower surround manufacturer, and our investment in X-Core, LLC, a custom
engineered wheels business totaled $4.2 million for the first quarter of fiscal
2002.

      The cash flows used for financing activities was $.1 million for the first
quarter  of  2002.   The primary activity was the net bank  repayments  of  $2.6
million, borrowings for acquisitions of $4.2 million, cash dividend payments  of
$2.6 million, and stock option proceeds of $.9 million.


Financing Arrangements

   The following table summarizes the Company's obligations under financing
arrangements and lease commitments as of February 2, 2002:

    Type of        Total       0 - 1     1-3 Years      3 - 5    More Than
  Commitment       Amount      Year                     Years     5 Years
                 Committed
                              (in thousands)
Bank Credit       $ 177,100          -            -   $ 177,100          -
Facilities

Unsecured Notes     103,572     17,857       50,716      28,570      6,429

Other Debt            9,562        327          295         283      8,657
Obligations

Convertible         150,000          -            -            -    150,000
Debentures

Operating Lease      28,025      5,909        9,983       5,989      6,144
Commitments

Standby Letters      11,936          -            -           -           -
of Credit

Total             $ 480,195  $  24,093    $  60,994   $ 211,942   $ 171,230
Contractual
Cash
Obligations

     At February 2, 2002, the Company's total outstanding borrowings under the
bank credit facilities were $177.1 million at a weighted average rate of 6.0%,
and we had $81.0 million in remaining availability under the $270 million
facilities.  The Company anticipates that cash flows from operations, together
with the financing and borrowings under our bank credit facility, will satisfy
our working capital needs, regular quarterly dividends, and planned capital
expenditures for the next year.
     If the Company's cash from operations was 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 became due.  The Company's 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 ratios and net worth levels.  While the Company was in compliance with
such covenants in 2001 and currently expect to be in compliance during 2002, 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.

Significant Accounting Policies, Estimates and Judgments
     The Company prepares the 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 the Company believes are the most critical to aid
in fully understanding and evaluating our reported financial results include the
following:
*    Revenue Recognition - The Company recognizes revenue as the product is
shipped and title passes to the customer.  Our customers require us to meet
strict specifications for our products.  The Company has quality controls in
place that attempt to ensure that customer 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 the Company's efforts to improve our quality and service to customers,
we cannot guarantee that we will continue to experience the same or better
return rates that we have in the past.  Any significant increase in returns
could have a material negative impact on our operating results.
*    Accounts Receivable - The Company performs ongoing credit evaluations of
our customers and adjust credit limits based upon payment history and the
customer's 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 credit loss rates that we have in the past.
*    Inventories - The Company values inventories at the lower of actual cost
(first-in, first-out) to purchase or manufacture the inventory or the current
estimated market value of the inventory.  The Company also buys 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 - The Company has 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 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 - The Company reviews the carrying value of
our long-lived assets whenever events and changes in business indicate the
carrying value of the assets may not be recoverable.  The Company recognizes
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.
     For additional information regarding our significant accounting policies,
see Note 1 to our 2001 Consolidated Financial Statements contained in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

Recently Issued Accounting Standards

      In July 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards (SFAS) No. 142 "Goodwill and  Other  Intangible
Assets."   SFAS  No.  142, among other things, eliminates  the  amortization  of
goodwill and certain identified intangible assets.  Effective November 4,  2001,
the  Company  has adopted SFAS No. 142, and no longer amortize goodwill  against
earnings.   Intangible  assets, including goodwill,  that  are  not  subject  to
amortization  will  be  tested for impairment annually, or  more  frequently  if
events  or  changes in circumstances indicate that the asset might be  impaired,
using  a  two  step  impairment assessment.  In accordance with  the  transition
provisions of SFAS No. 142, we have conducted the required testing and concluded
that the Company's goodwill was not impaired.

      In  June  2001,  the  FASB  issued SFAS No.  143,  "Accounting  for  Asset
Retirement   Obligations"  ("SFAS  143").  SFAS  No.  143  addresses   financial
accounting  and  reporting for obligations associated  with  the  retirement  of
tangible long-lived assets and the associated asset retirement costs. It applies
to  all  entities and legal obligations associated with the retirement of  long-
lived assets that result from the acquisition, construction, development, and/or
the  normal operation of a long-lived asset. SFAS No. 143 requires that the fair
value  of  a liability for an asset retirement obligation be recognized  in  the
period  in  which it is incurred if a reasonable estimate of fair value  can  be
made.  The  associated asset retirement costs are capitalized  as  part  of  the
carrying  amount  of  the  long-lived asset and are  subsequently  allocated  to
expense  over  the  asset's useful life. This statement  is  effective  for  the
financial statements issued for fiscal years beginning after June 15, 2002  (the
Company's  fiscal  year  2003).  The Company will adopt  SFAS  No.  143  at  the
beginning  of  our 2003 fiscal year and we believe it will not have  a  material
effect on the financial position or results of operations.

     In August 2001 the FASB issued SFAS No. 144, "Accounting for the Impairment
or  Disposal of Long-Lived Assets."  SFAS No. 144 addresses financial accounting
and  reporting for the impairment of long-lived assets and for long-lived assets
to  be disposed of. This statement supersedes SFAS No. 121, "Accounting for  the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to be Disposed  Of",
however, this statement retains the fundamental provisions of SFAS No.  121  for
(a)  recognition and measurement of the impairment of long-lived  assets  to  be
held  and  used  and (b) measurement of long-lived assets to be disposed  of  by
sale. This statement also supersedes the accounting and reporting provisions  of
APB  Opinion No. 30, "Reporting the Results of Operations Reporting the  Effects
of  Disposal  of  a  Segment  of  a  Business, and  Extraordinary,  Unusual  and
Infrequently Occurring Events and Transactions" for segments of a business to be
disposed of. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001 (the Company's fiscal year 2003). The Company does not believe that the
adoption  of SFAS No. 144 will have a material effect on its financial  position
or results of operations.

Other

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

Item 6 (a).    Exhibits

     11        Statement re Computation of Per Share Earnings

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

     None


                                   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 12, 2002                    /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 and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)