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 quarter ended August 3, 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 South Central Avenue, 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 common shares outstanding as of August 3, 2002:

     Common Stock, $.75 par value per share            29,283,292



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                 August 3, 2002



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

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and nine months
          ended August 3, 2002 and August 4, 2001           4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for nine months ended
          August 3, 2002 and August 4, 2001                 5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        6

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


PART II.  OTHER INFORMATION                                22

          SIGNATURES AND CERTIFICATIONS                    23


                      PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                  ASSETS
                                          Aug. 3, 2002
                                           (unaudited)    Nov. 3, 2001
Current Assets
  Cash and equivalents                       $ 10,054        $  8,572
  Receivables, net                            126,189         119,074
  Inventories                                 101,240          93,091
  Prepayments and other                         5,999           9,333
     Total Current Assets                     243,482         230,070

Property, Plant and Equipment                 409,508         389,072
  Less accumulated depreciation               135,808         114,917
     Net Property, Plant and Equipment        273,700         274,155

Goodwill and Other Intangible Assets          336,070         292,576

Other Assets                                   18,110          18,302
                                             $871,362        $815,103

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 18,076       $  18,225
  Accounts payable                             86,321          76,131
  Accrued liabilities                          38,587          24,568
     Total Current Liabilities                142,984         118,924

Long-Term Debt, Less Current Maturities       232,476         270,489

Other Liabilities                              59,967          59,144

     Total Long-Term Liabilities              292,443         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, 30,460,682 and 28,067,023
     shares issued in 2002
     and 2001, respectively                    22,846          21,039
  Contributed capital                         141,820          94,239
  Retained earnings                           163,446         145,909
  Treasury stock, at cost, 1,177,390 shares
     in 2002 and 1,367,437 shares in 2001    (28,617)        (30,410)
  Accumulated other comprehensive income     (13,560)        (14,231)

     Total Shareholders' Equity               285,935         216,546
                                             $871,362        $815,103

See accompanying notes to consolidated condensed financial statements.


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


                                     QUARTER ENDED      NINE MONTHS ENDED
                                   Aug. 3,    Aug. 4,   Aug. 3,   Aug. 4,
                                    2002       2001      2002       2001

Net Sales                          $237,242   $228,501  $661,114  $721,235

Costs and Expenses
  Cost of sales                     198,990    191,977   559,643   602,351
  Selling and administrative         13,507     13,865    40,794    43,042
  Write-down of long lived                -      5,550         -     5,550
  assets
  Amortization of goodwill                -      2,040         -     6,130
                                    212,497    213,432   600,437   657,073

Operating Earnings                   24,745     15,069    60,677    64,162
  Interest                            4,094      5,477    12,752    19,320
  Distributions on
   preferred securities of
   Spartech capital trusts            2,563      2,563     7,688     7,688

Earnings Before Income Taxes         18,088      7,029    40,237    37,154
  Income taxes                        6,602      2,370    14,815    13,817

Net Earnings                       $ 11,486   $  4,659  $ 25,422  $ 23,337


Net Earnings Per Common Share:

  Basic                            $    .40   $    .17  $    .93  $    .87
  Diluted                          $    .39   $    .17  $    .91  $    .87


Dividends Per Common Share         $   .095   $   .095  $   .285  $   .285




See accompanying notes to consolidated condensed financial statements.

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

                                                 NINE MONTHS ENDED
                                            Aug. 3, 2002   Aug.4, 2001

Cash Flows From Operating Activities
  Net earnings                               $ 25,422        $ 23,337
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization           20,715          27,089
       Write-down of long-lived assets              -           5,550
       Change in current assets and
          liabilities, net of effects of
          acquisitions                         13,011        (12,049)
       Other, net                               4,282             528
     Net cash provided by operating
       activities                              63,430          44,455

Cash Flows From Investing Activities
  Capital expenditures                       (17,236)        (11,830)
  Retirement of assets                            492           1,175
  Business (Acquisitions)/Divestitures, net  (50,337)          20,721
     Net cash (used for) provided by
     investing activities                    (67,081)          10,066

Cash Flows From Financing Activities
  Bank borrowings (payments) for business
     Acquisitions/ Dispositions                 4,690        (20,721)
  Net payments on revolving
     credit facilities                       (42,590)        (22,640)
  Payments on bonds and leases                  (262)           (762)
  Issuance of common stock                     50,663               -
  Cash dividends on common stock              (7,886)         (7,604)
  Stock options exercised                       3,114           1,189
  Treasury stock acquired                     (2,596)         (5,287)
     Net cash provided by (used for)
       financing activities                     5,133        (55,825)


Increase (Decrease) in Cash and Equivalents     1,482         (1,304)

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

Cash and Equivalents at End Of Period        $ 10,054        $  9,191

See accompanying notes to consolidated condensed financial statements.


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


NOTE A - Basis of Presentation

     The consolidated financial statements include the accounts of Spartech
Corporation  and  its  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 notes thereto included in our November 3,  2001
Annual Report on Form 10-K.

      Our  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
nine months ended August 4, 2001 consisted of 40 weeks, compared to the 39-
week  nine months ended August 3, 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 the third quarter and nine months 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 $5.7 million
for the third quarter and $17.9 million for the nine months ended August 4,
2001.

NOTE B - Inventories

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

                                               2002            2001
          Raw materials                      $ 59,123        $ 55,803
          Finished goods                       42,117          37,288

                                             $101,240        $ 93,091

NOTE C - Goodwill and Other Intangible Assets

   In July 2001, the Financial Accounting Standards Board (FASB) 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 as
such, goodwill

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

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.

      In  performing  step  one  of the test,  we  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 based
on  historical financial information and management's estimates  of  future
results.   We  compared the value of each reporting unit  to  the  carrying
amount  of  its  net  assets including goodwill.  In  accordance  with  the
transition provisions of SFAS No. 142, we have 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 our reporting units exceeded their
carrying  amount;  therefore,  no  impairment  charge  was  recorded   upon
adoption.

     We will perform our annual impairment testing as required by SFAS 142
during our fourth quarter of 2002.  The annual test will consist of
revaluing several of the Company's reporting units for which substantial
excess was not present between the fair value of the reporting unit and
their net asset values.



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

     On June 4, 2002, the Company completed the acquisition of GWB Plastics
Holding  Co.  (GWB)  for  approximately  $48.5  million  (see  Note   H   -
Acquisitions).  The excess purchase price over the fair value  of  tangible
assets purchased was approximately $41 million.  The Company has engaged an
independent appraisal firm to value the identified intangible assets.   The
appraisal, once completed, will result in the allocation of this amount  to
its  components  of  goodwill  and certain other  intangible  assets.   The
Company  currently  estimates that the amount to be allocated  to  goodwill
will exceed $20 million.

     Goodwill as of August 3, 2002 and November 4, 2001 are summarized in
the following table, excluding that acquired in the GWB Plastics Holding
Co. transaction discussed below:

                                   August 3,     November 4,
                                     2002            2001
                                 Net Carrying    Net Carrying
          Reporting Segment         Amount          Amount

     Goodwill
     Custom Sheet & Rollstock         $185,805       $182,900
     Color & Specialty Compounds        72,062         72,062
     Molded & Profile Products          37,614         37,614

                                     $ 295,481       $292,576

      A  reclassification of $2,905 was made from Other  Intangible  Assets
into  Goodwill within the Custom Sheet & Rollstock reporting segment during
the quarter related to a current year acquisition.

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


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

                                                 Third     Nine
                                                Quarter   Months
                                                 2001      2001

Reported net income                             $  4,659  $ 23,337
Add back:  goodwill amortization (net of tax)      1,304     3,917
Adjusted net income                             $  5,963  $ 27,254

Basic net income per share:
  Reported net income                           $    .17  $    .87
  Adjusted net income                           $    .22  $   1.04

Diluted net income per share:
  Reported net income                           $    .17  $    .87
  Adjusted net income                           $    .21  $   1.02


NOTE D - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for
the quarters ended August 3, 2002 and August 4, 2001 is as follows:

                                               2002            2001
  Cash paid for:
     Interest                                $ 19,931        $ 23,868
     Income taxes                            $  4,461        $  9,254


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 quarter  and
nine months ended August 3, 2002 and August 4, 2001 is as follows:

                              QUARTER ENDED     NINE MONTHS ENDED
                            Aug. 3,   Aug. 4,   Aug. 3,   Aug. 4,
                            2002     2001      2002         2001
Net earnings                $ 11,486  $ 4,659  $ 25,422   $ 23,337
Foreign currency
  translation adjustments         38   (1,758)      462    (2,216)
Cash flow hedge adjustments   (1,455)    (612)      209    (4,642)
Total comprehensive income  $ 10,069 $  2,289  $ 26,093   $ 16,479





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

NOTE F - Segment Information

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

                                       QUARTER          NINE MONTHS
                                        ENDED
                                8/3/02     8/4/01     8/3/02     8/4/01
Net Sales*
  Custom Sheet & Rollstock     $157,635   $151,730  $443,856    $ 474,385
  Color & Specialty              63,124     55,276   169,428      172,907
 Compounds
  Molded & Profile Products      16,483     21,495    47,830       73,943
     Total Net Sales           $237,242   $228,501  $661,114    $ 721,235

Operating Earnings
  Custom Sheet & Rollstock     $ 19,103   $ 17,457  $ 46,379    $  52,708
  Color & Specialty               6,921      6,077    18,496       18,893
   Compounds
  Molded & Profile Products       1,234      2,276     3,676        7,594
  Corporate/Other               (2,513)   (10,741)    (7,874)     (15,033)
     Total Operating           $ 24,745   $ 15,069  $ 60,677    $  64,162
     Earnings

    * Excludes intersegment sales of $7,487 and $6,631 for the three
       months ended August 3, 2002 and August 4, 2001, respectively,
       and $19,637 and $21,966 for the nine months ended August 3,
       2002 and August 4, 2001, respectively, 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 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
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).



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

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.

     In April 2002, the FASB approved for issuance SFAS No. 145, Rescission
of  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.  13,
and  Technical Corrections.  Among other things, SFAS No. 145 rescinds SFAS
No.  4, which required all gains and losses from extinguishment of debt  to
be aggregated and, if material, classified as an extraordinary item, net of
related  income tax effect.  Under SFAS No. 145, the criteria in Accounting
Principles Board (APB) No. 30 will now be used to classify those gains  and
losses.   The adoption of SFAS No. 145 will not have a material  effect  on
our consolidated financial position or results of operations.

      In  July  2002,  the FASB issued SFAS No. 146, Accounting  for  Costs
Associated  with  Exit  or  Disposal Activities.   SFAS  No.  146  replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain  Employee Termination Benefits and Other Costs to Exit an  Activity
(including  Certain  Costs  Incurred in a  Restructuring).   SFAS  No.  146
requires  companies  to recognize costs associated with  exit  or  disposal
activities  when they are incurred rather than at the date of a  commitment
to an exit or disposal plan.  This statement will become effective for exit
or  disposal activities initiated after December 31, 2002.  The adoption of
SFAS  No. 146 will not have a material effect on our consolidated financial
position or results of operations.

NOTE H - Acquisitions

      On  June  4, 2002, Spartech completed an acquisition for all  of  the
stock  of  GWB  Plastics  Holding Co. (GWB) which  is  the  parent  of  two
operating  companies,  UVTEC and PolyTech South.  These  businesses,  which
generated  net  sales of approximately $40 million for  their  last  twelve
months  prior to acquisition, will add approximately 70 million  pounds  of
production  capacity  to  Spartech's current  11-plant  Color  &  Specialty
Compounds  segment  as well as expand our regional diversity  by  adding  a
second facility in the south central U.S.  Benefits from the combination of
UVTEC and PolyTech South with our Spartech Polycom operations include:  (1)
the   addition  of  several  polyolefin  products  with  exceptional  flame
retardant  and  UV  performance; (2) the broadening of  our  technical  and
marketing  knowledge to serve the growing specialty compounds segment;  and
(3)  enhance  logistics and warehouse system to better serve  our  combined
customer  base.   The  preliminary allocation of  the  approximately  $48.5
million  purchase  price  resulted in $41 million  of  goodwill  and  other
intangible  assets.   The allocation to individual  intangible  assets  and
goodwill  will  be  performed when formal appraisals  are  completed.   The
acquisition was accounted for using the purchase method, and as  such,  the
results  of the acquired company have been consolidated with the  Company's
financial  statements effective as of the acquisition date.   The  purchase
was  financed through proceeds from our May 30, 2002 common stock  offering
of 2.4 million shares at $22 per common share.


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 nine months ended August 3, 2002 consisted of 39 weeks,  a  3%
shorter operating period than the 40-week nine months ended August 4, 2001.
The  operating results presented below include discussions on a  percentage
of sales basis for more meaningful comparisons.

      Net  sales were $237.2 million for the quarter ended August  3,  2002
representing a 4% increase over the prior year (a 3% increase excluding the
effects  of acquisitions and divestitures) and $661.1 million for the  nine
months  ended August 3, 2002, representing an 8% decrease from the  similar
periods  in  2001  (a  4% decrease excluding the effects  of  acquisitions,
divestitures  and  the  additional week reported in the  first  quarter  of
2001).

      The Company's fiscal 2002 third quarter operating earnings were $24.7
million  (10.4% of sales) as compared to the $15.1 million (6.6% of  sales)
reported  in 2001.  The third quarter of fiscal 2001 included $9.1  million
in  non-recurring  expenses and $2.0 million of goodwill amortization  that
were  not  incurred in the third quarter of 2002.  The third  quarter  2002
operating earnings decreased 5% after adding back these items to the  prior
year's  results.   Operating earnings for the nine months ended  August  3,
2002  were $60.7 million (9.2% of sales) as compared to the reported  $64.2
million  (8.9%  of sales) in the first nine months of 2001.  The  operating
earnings for nine months in 2001 were $79.4 million (11.0% of sales)  after
adding back the $9.1 million of non-recurring expenses and $6.1 million  of
goodwill  amortization  that  were not incurred  during  2002.   The  lower
comparable  operating margin for the third quarter was  the  result  of  an
unfavorable mix of products sold in the Custom Sheet & Rollstock group, and
continued  overall weakness in the Molded & Profile Products segment.   The
nine  month operating margin for fiscal 2002 was further impacted by  lower
overall  volume,  especially in the first quarter of the year.   Year-over-
year  volume comparisons have improved in both the second and third quarter
of  fiscal 2002 after the weak first quarter, and we expect that  trend  to
continue through the fourth quarter of the fiscal year.  Resin prices began
to  rise  during our third quarter, and we expect further increases  during
the  fourth quarter of 2002.  Competitive situations hinder our ability  to
pass  along these cost increases, in full, through increased selling prices
which may reduce our operating margin during the fourth quarter.  We expect
to  offset  most  of these increases with past and present  cost  reduction
efforts and increased volumes.

      Cost of sales was $559.6 million for the nine months ended August  3,
2002,  compared with $598.8 million before non-recurring expenses  for  the
first  nine months of 2001, but increased as a percentage of net  sales  to
84.7% for 2002 from 83.5% for 2001.  Lower sales prices due to raw material
price  decreases and an unfavorable mix of products sold  as  well  as  low
first quarter demand, resulted in the increased cost of sales percentage.

      Selling  and administrative expenses of $40.8 million for  the  first
nine  months of 2002 decreased from $43.0 million for the first nine months
of  2001,  but increased to 6.2% of net sales from 6.0% in the  first  nine
months  of 2001.  The costs in this category are primarily fixed, resulting
in  a  similar cost level being incurred despite the lower level  of  sales
during the nine months of 2002.  These expenses decreased to 5.7% of  sales
in the third quarter of 2002 as sales volumes continued to improve and some
of our cost reduction programs benefited our results.


     In the third quarter of 2001, the Company recorded $9.1 million in non-
recurring pre-tax expenses for costs incurred on the operations slated for
closedown, including the writedowns for the impairment of long-lived
assets.  The non-recurring expenses consisted of $5.6 million related to
the impairment of long-lived assets and $3.5 million related to severance,
phase out, and other exit costs recorded in cost of sales.  The impairment
charges adjusted the carrying values of these assets to fair value less the
cost to sell.  The fair value was determined by using current selling
prices for similar assets.  All the asset impairment charges and the
majority of the non-recurring expenses were reflected as a Corporate/Other
operating expense.

      Interest expense and distributions on preferred securities  of  $20.4
million for the first nine months of 2002 decreased from $27.0 million form
the  first  nine  months  of 2001 as a result of  $106.4  million  of  debt
repayments  in the last 21 months generated from operating cash  flow,  the
July  2001  sale  of  the  custom molded products business,  the  May  2002
secondary stock offering, the effect of the extra week in the first quarter
of 2001, and a reduction in interest rates.

      Our  effective tax rate was 36.8% for the first nine months  of  2002
compared to 37.2% in  the similar period of 2001, reflecting an improvement
in  our  combined  state tax rate and ongoing benefits  from  research  and
development credits.

     Net earnings of $25.4 million, or $.91 per diluted share, in the first
nine  months 2002 compared to $23.3 million, or $.87 per diluted share,  in
the  first  nine  months  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 $6.1 million in  the
prior  year nine months ended August 4, 2001.  Adjusted for the elimination
of goodwill, diluted earnings per share for the nine months ended August 4,
2001 would have been $1.02.

Segment Results

      Net  sales  of the Custom Sheet & Rollstock segment decreased  6%  to
$443.9  million  for the nine months ended August 3, 2002 from  the  $474.4
million  in the prior year period primarily due to changes in price/mix  of
products  sold, lower first quarter volume and the extra week  reported  in
2001.  Net sales of the Color & Specialty Compounds segment decreased 2% to
$169.4  million from $172.9 million in the first nine months  2001.   Third
quarter sales increased 14% as the group benefited from the acquisition  of
PolyTech  South  and  UVTEC (12% increase) and internal  sales  growth  (5%
increase)  partially offset by a negative price/mix effect in  the  quarter
(3%  decrease).  The Molded & Profile Products segment net sales  decreased
to $47.8 million from $73.9 million in the first nine months 2001 following
the July 2001 sale of the segment's custom molded products businesses.

      The  Custom Sheet & Rollstock Segment experienced lower first quarter
volumes  and  changes  in  product mix partially  offset  by  focused  cost
reduction  efforts, supply-chain management initiatives and the elimination
of  $4.8  million in goodwill amortization charges, which  resulted  in  an
operating  margin  of 10.4% for the first nine months of 2002  compared  to
11.1%  in  the first nine months of 2001.  The Color & Specialty  Compounds
segment's  operating margin remained unchanged at 10.9% for the first  nine
months  of  2002  from 2001.  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 7.7% compared to 10.3% in 2001.


Other Matters

      We  operate  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.   We do 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 we use in our production process are crude oil  or
natural gas derivatives, which are available from a number of domestic  and
foreign  suppliers.   We  are  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.  We  generally manage 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

      Our  primary sources of liquidity have been cash flows from operating
activities and borrowings from third parties.  Our 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:
                                                    Nine Months
                                                2002           2001
                                              (Dollars in millions)
  Net cash provided by
     operating activities                    $   63.4      $   44.5

  Net cash (used for) provided by
     investing activities                    $  (67.1)     $   10.1

  Net cash provided by (used for)
     financing activities                    $    5.1      $  (55.8)

  Increase (decrease) in cash
     and equivalents                         $    1.5      $   (1.3)

      Operating  cash  flow provided by net earnings plus depreciation  and
amortization decreased 9%, to $46.1 million for the first nine months  2002
from  $50.4  million for the first nine months 2001.  Operating cash  flows
used  by  changes  in  accounts  receivable totaled  $3.1  million  due  to
seasonally higher sales in the third quarter.  Operating cash flows used by
changes  in  inventory totaled $4.5 million due to higher resin prices  and
selective  pre-buys  of raw materials ahead of price increases.   Operating
cash flows provided by changes in accounts payable totaled $6.8 million due
to the seasonally higher sales levels and the increased resin pricing.

       Our  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  nine
months  2002  and 2001 were $17.2 million and $11.8 million,  respecitvely,
and  we  anticipate total capital expenditures of approximately $23 million
for  fiscal  2002.  Acquisitions/divestitures were our purchase of
ProForm, a bath  and  shower  surround
manufacturer,  our  investment in X-Core, LLC, a custom  engineered  wheels
business  and our purchase of GWB totaled $53.0 million for the first  nine
months of fiscal 2002 and final settlement of proceeds from the sale of the
custom  molded  products  business of $2.7 million  which  occurred  during
fiscal 2001.

      The cash flows provided by financing activities were $5.1 million for
the  nine months of 2002.  The primary activity was the net bank repayments
of  $42.9  million,  borrowings  for acquisitions  of  $4.7  million,  cash
dividend  payments of $7.9 million, stock option proceeds of $3.1  million,
and  treasury stock purchases of $2.6 million, and the issuance  of  common
stock.




Financing Arrangements

     On May 30, 2002, we announced the completion of a secondary public
offering of 8,250,000 shares of our common stock.  These shares represented
2,115,000 shares of the Company and 6,135,000 shares offered by two selling
shareholders, Vita International Limited (6,000,000), a wholly owned
subsidiary of British Vita PLC, Inc. and RBA Partners, L.P. (135,000), an
entity controlled by Ralph B. Andy, a non-employee director of Spartech
Corporation.  In addition to these shares offered, the Company sold an
additional 309,375 shares and Vita sold an additional 928,125 shares to the
underwriters to cover over-allotments.   The stock was sold to the public
at $22.00 per share.  The offering was led by an underwriting group managed
by Goldman, Sachs & Co., Merrill Lynch & Co., First Analysis Securities
Corporation, McDonald Investments Inc. and Commerce Capital Markets.  The
net proceeds received by the Company from the sale of common shares, $50.7
million, was used to finance the GWB acquisition and repay bank credit
facility borrowings.
     The following table summarizes our obligations under financing
arrangements and lease commitments as of August 3, 2002:

Type of Commitment    Total    Less Than   1-3 Years   More Than  5 Years or
                      Amount     1 Year                 3 Years      More
                    Committed                           But Less
                                                         Than 5
                                                         Years
Bank credit         $ 137,600  $       -   $       -   $ 137,600  $       -
  facilities
Unsecured notes       103,571     17,857      50,716      28,570      6,428
Other debt              9,381        219         282         289      8,591
  obligations
Convertible           150,000          -           -           -    150,000
  debentures
Operating lease        32,398      7,433      10,432       6,638      7,895
  commitments
Standby letters        12,736          -           -           -          -
  of credit
Total Contractual   $ 445,686  $  25,509   $  61,430   $ 173,097  $ 172,914
  Cash Obligations

      At  August 3, 2002, our total outstanding borrowings under  the  bank
credit  facilities were $137.6 million at a weighted average rate  of  6.8%
(including the effect of an interest rate swap).  We had $106.0 million  in
total  availability  under the $256 million in credit  facilities,  however
this  availability  was  limited to $83.9  million  due  to  bank  covenant
restrictions.  We anticipate 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  our 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.  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. In
addition,  our  combined payment of dividends on our common stock  and  the
repurchase  of  common  shares  for treasury  is  limited  to  60%  of  our
cumulative  consolidated net income since November 1, 1997.  At  August  3,
2002,  we had approximately $36.9 million of unrestricted retained earnings
available  for  such  payments.   While we were  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
      We  prepare our consolidated financial statements in conformity  with
accounting principles generally accepted in the United States.  As such, we
are  required  to  make estimates and judgments that  affect  the  reported
amounts of assets 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 on with the
customer in advance, and we inspect our products prior to shipment to
ensure that these specifications are met.  We continuously monitor and
track product returns, which have historically been within our expectations
and the provisions established.  Despite our efforts to improve our quality
and service to customers, we cannot guarantee that we will continue to
experience the same or better return rates that we have in the past.  Any
significant increase in returns could have a material negative impact on
our operating results.

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

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

*    Valuation of Long-Lived Assets - We review the carrying value of our
long-lived assets whenever events and changes in business indicate the
carrying value of the assets may not be recoverable.  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.

      For  additional  information  regarding  our  significant  accounting
policies,  see  Note  1  to  our  2001  Consolidated  Financial  Statements
contained  in our 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  amortizes 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 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 (our fiscal year 2003).  We will adopt SFAS No. 143  at
the beginning of our 2003 fiscal year and we do not believe it will have  a
material effect on our 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
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 recognition and measurement of the impairment  of  long-
lived  assets to be held and used and for 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 (our fiscal
2003).   We  do not believe that the adoption of SFAS No. 144 will  have  a
material effect on our financial position or results of operation.

     In April 2002, the FASB approved for issuance SFAS No. 145, Rescission
of  FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.  13,
and  Technical Corrections.  Among other things, SFAS No. 145 rescinds SFAS
No.  4, which required all gains and losses from extinguishment of debt  to
be aggregated and, if material, classified as an extraordinary item, net of
related  income tax effect.  Under SFAS No. 145, the criteria in Accounting
Principles Board (APB) No. 30 will now be used to classify those gains  and
losses.   The adoption of SFAS No. 145 will not have a material  effect  on
our consolidated financial position or results of operations.

      In  July  2002,  the FASB issued SFAS No. 146, Accounting  for  Costs
Associated  with  Exit  or  Disposal Activities.   SFAS  No.  146  replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain  Employee Termination Benefits and Other Costs to Exit an  Activity
(including  Certain  Costs  Incurred in a  Restructuring).   SFAS  No.  146
requires  companies  to recognize costs associated with  exit  or  disposal
activities  when they are incurred rather than at the date of a  commitment
to an exit or disposal plan.  This statement will become effective for exit
or  disposal activities initiated after December 31, 2002.  The adoption of
SFAS  No. 146 will not have a material effect on our consolidated 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

     A  report  on  Form  8-K,  dated May 30, 2002  announcing  the  second
 quarter  2002  earnings and to file an underwriting agreement  filed  with
 the commission on May 30, 2002 and incorporated herein by reference.


                                SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of  1934,
the  Registrant has duly caused this report to be signed on its  behalf  by
the undersigned thereunto duly authorized.


                                          SPARTECH CORPORATION
                                              (Registrant)



Date:   September 9, 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)


                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,  each  of  the
undersigned  certifies that this periodic report fully  complies  with  the
requirements  of Section 13(a) or 15(d), as applicable, of  the  Securities
Exchange  Act of 1934 and that the information contained in this  quarterly
report  on  Form  10-Q  fairly  presents, in  all  material  respects,  the
financial condition and results of operations of Spartech Corporation.


                                        Date: September 9, 2002


                                        /s/Bradley B. Buechler
                                        Bradley B. Buechler
                                        Chairman, President and Chief
                                        Executive Officer


                                        /s/Randy C. Martin
                                        Randy C. Martin
                                        Executive Vice President and  Chief
                                        Financial Officer

                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bradley B. Buechler, certify that:

1.    I  have  reviewed  this  quarterly report on Form  10-Q  of  Spartech
   Corporation;

2.    Based  on  my knowledge, this quarterly report does not  contain  any
   untrue  statement of a material fact or omit to state  a  material  fact
   necessary to make the statements made, in light of the circumstances under
   which such statements were made, not misleading with respect to the period
   covered by this quarterly report;

3. Based  on  my  knowledge, the financial statements, and other  financial
   information  included in this quarterly report, fairly  present  in  all
   material  respects  the financial condition, results of  operations  and
   cash  flows  of the registrant as of, and for, the periods presented  in
   this quarterly report;


                                        Date: September 9, 2002

                                        /s/Bradley B. Buechler
                                        Bradley B. Buechler
                                        Chairman, President and Chief
                                        Executive Officer (Principal
                                        Executive Officer)

                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Randy C. Martin, certify that:

1.    I  have  reviewed  this  quarterly report on Form  10-Q  of  Spartech
   Corporation;

2.    Based  on  my knowledge, this quarterly report does not  contain  any
   untrue  statement of a material fact or omit to state  a  material  fact
   necessary to make the statements made, in light of the circumstances under
   which such statements were made, not misleading with respect to the period
   covered by this quarterly report;


3.    Based  on my knowledge, the financial statements, and other financial
   information  included in this quarterly report, fairly  present  in  all
   material respects the financial condition, results of operations and cash
   flows  of the registrant as of, and for, the periods presented  in  this
   quarterly report;

                                        Date: September 9, 2002

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