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 August 1, 1998
                                        
                                        
                          Commission File Number 1-5911
                                        
                               SPARTECH CORPORATION
             (Exact name of registrant as specified in its charter)
                                        
           DELAWARE                             43-0761773
(State or other jurisdiction of              (I.R.S Employer
 incorporation or organization)             Identification No.)

          7733 Forsyth Boulevard, Suite 1450, Clayton, Missouri, 63105
                    (Address of principal executive offices)
                                        
                                 (314) 721-4242
              (Registrant's telephone number, including area code)
                                        
                                        
                                        
     Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

Yes   x   No
                                                                                
                                                                                
     Number of common shares outstanding as of August 1, 1998:

     Common Stock, $.75 par value per share            27,055,314

                                        
                                        
                      SPARTECH CORPORATION AND SUBSIDIARIES
                                        
                                      INDEX
                                        
                                 August 1, 1998
                                        
                                        
                                        
PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of August 1, 1998 and November 1, 1997         3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and nine months
          ended August 1, 1998 and August 2, 1997           4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for nine months ended
          August 1, 1998 and August 2, 1997                 5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        6

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


PART II.  OTHER INFORMATION                               12

          SIGNATURES                                      13

                         PART I - FINANCIAL INFORMATION
                                        
Item 1.  FINANCIAL STATEMENTS

                      SPARTECH CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                  (Dollars in thousands, except share amounts)
                                        
                                     ASSETS
                                          August 1, 1998
                                           (unaudited)    Nov. 1, 1997
Current Assets
  Cash and equivalents                       $  8,373        $  6,058
  Receivables, net                             91,921          74,271
  Inventories                                  65,887          55,851
  Prepayments and other                        11,008           4,517
     Total Current Assets                     177,189         140,697

Property, Plant and Equipment                 256,450         173,743
  Less accumulated depreciation                54,745          44,381
     Net Property, Plant and Equipment        201,705         129,362

Goodwill                                      148,521          83,565

Other Assets                                    5,920           5,179
                                             $533,335        $358,803

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                        
Current Liabilities
  Current maturities of long-term debt       $  1,752        $    921
  Accounts payable                             61,292          47,221
  Accrued liabilities                          40,677          29,126
     Total Current Liabilities                103,721          77,268

Long-Term Debt, Less Current Maturities       249,393         141,693

Other Liabilities                              30,150          11,453

     Total Long-Term Liabilities              279,543         153,146

Shareholders' Equity
  Common stock, 27,530,107 shares issued
     in 1998 and 26,619,154 in 1997            20,645          19,971
  Contributed capital                          99,190          89,301
  Retained earnings                            42,998          22,912
  Treasury stock, at cost, 474,793 shares
     in 1998 and 190,815 shares in 1997       (8,551)         (2,127)
  Cumulative translation adjustments          (4,211)         (1,668)

     Total Shareholders' Equity               150,071         128,389
                                             $533,335        $358,803
See accompanying notes to consolidated financial statements.

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

                                 QUARTER ENDED      NINE MONTHS ENDED
                               August 1,  August 2, August 1,August 2,
                                 1998      1997      1998      1997

Net Sales                      $ 177,702  $123,170  $476,490  $366,372

Costs and Expenses
  Cost of sales                  147,512   102,735   395,902   306,671
  Selling and administrative      10,059     7,473    27,588    22,327
  Amortization of intangibles        989       337     2,239       983
                                 158,560   110,545   425,729   329,981

Operating Earnings                19,142    12,625    50,761    36,391
  Interest                         4,108     1,771     9,448     5,774

Earnings Before Income Taxes      15,034    10,854    41,313    30,617
  Income Taxes                     6,014     4,123    16,409    11,732

Net Earnings                    $  9,020  $  6,731  $ 24,904  $ 18,885


Net Earnings Per Common Share:

  Basic                         $    .33  $    .25  $    .93  $    .72
  Diluted                       $    .31  $    .24  $    .87  $    .68

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

  Basic                           27,102    26,403    26,775    26,387
  Diluted                         29,103    27,991    28,664    27,824

Dividends Per Common Share      $    .06  $    .05  $    .18  $    .15




See accompanying notes to consolidated financial statements.




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

                                                 NINE MONTHS ENDED
                                        August 1, 1998  August 2, 1997

Cash Flows From Operating Activities
  Net earnings                              $  24,904        $ 18,885
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization           13,217           8,488
       Change in current assets and
          liabilities, net of effects of
          acquisitions                          5,411             367
  Other, net                                    6,153             (65)
     Net cash provided by operating
       activities                              49,685          27,675

Cash Flows From Investing Activities
  Capital expenditures                         (10,594)        (8,522)
  Business Acquisitions                       (122,028)        (9,701)
  Retirement of assets                             75             256
     Net cash used for investing activities   (132,547)       (17,967)

Cash Flows From Financing Activities
  Bank borrowings for business acquisitions   121,988               -
  Net borrowings (payments) on revolving
     credit facilities                        (24,688)         (4,200)
  Payments on bonds and leases                 (1,304)           (324)
  Cash dividends on common stock               (4,817)         (3,959)
  Stock options exercised                       1,568           1,431
  Treasury stock acquired                      (7,430)         (3,326)
  Other, net                                        -               -
     Net cash provided by (used for)
       financing activities                    85,317         (10,378)

  Effect of exchange rate changes on cash
     and equivalents                              (140)           (85)

Increase In Cash and Equivalents                2,315            (755)

Cash and Equivalents At Beginning Of Period     6,058           4,685

Cash and Equivalents At End Of Period        $  8,373        $  3,930

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


NOTE A - Basis of Presentation

      The accompanying consolidated financial statements include the accounts of
Spartech  Corporation and its wholly-owned subsidiaries (the "Company").   These
financial  statements have been prepared on a condensed basis and,  accordingly,
certain   information  and  note  disclosures  normally  included  in  financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed or omitted pursuant to the rules and  regulations  of  the
Securities and Exchange Commission.  In the opinion of management, the financial
statements  contain  all  adjustments (consisting  solely  of  normal  recurring
adjustments) and disclosures necessary to make the information presented therein
not  misleading.  These financial statements should be read in conjunction  with
the   consolidated  financial  statements  and  accompanying  footnotes  thereto
included in the Company's November 1, 1997 Annual Report on Form 10-K.

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


NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.  Inventories at August 1, 1998 and August 2, 1997 are comprised of,  the
following components:

                                               1998            1997
          Raw materials                      $ 43,726        $ 37,832
          Finished goods                       22,161          18,019

                                             $ 65,887        $ 55,851


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


NOTE C - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for the
nine months ended August 1, 1998 and August 2, 1997 is as follows:

                                               1998            1997
  Cash paid for:
     Interest                                $  7,127        $  2,989
     Income taxes                            $  7,532        $  7,786


NOTE D - Commitments and Contingencies

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

Note E - Earnings Per Share

  In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 - "Earnings Per Share" ("SFAS 128") which
specifies the computation, presentation and disclosure requirements for EPS.
Effective with its financial statements for the first quarter ending January 31,
1998, SFAS 128 replaced the presentation of primary and fully diluted EPS
pursuant to Accounting Principles Board Opinion No. 15 - "Earnings Per Share"
("APB 15") with the presentation of basic and diluted EPS.  Basic EPS excludes
any dilution and is computed by dividing net income available to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.  All prior-period EPS data has been restated in
accordance with SFAS 128.









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

Results of Operations

       Net sales were $177.7 million and $476.5 million for the quarter and nine
months  ended  August  1, 1998, representing a 44% and 30%  increase   from  the
similar  periods in 1997.  These results include an increase in pounds  sold  by
the Company's Extruded Sheet & Rollstock and Color & Specialty Compounds Groups,
the  effect of the late 1997 acquisition of Preferred Plastic Sheet,  the  March
31,  1998  acquisition  of  Polycom  Huntsman,  Inc,  and  the  April  26,  1998
acquisition of Plasticolour.

      Net  sales of the Extruded Sheet & Rollstock Group increased approximately
25%  for  the  quarter ended August 1, 1998 and 26% for the  nine  months  ended
August  1,  1998  over  the 1997 periods, with the August  1997  acquisition  of
Preferred  Plastics accounting for the majority of the growth.  The increase  in
Extruded  Sheet  &  Rollstock  sales for the nine months  resulted  from  a  11%
increase  in  base  volume  as  a  result  of  strong  sales  of  higher  margin
sign/advertising  and specialty packaging products and a  19%  increase  in  net
sales related to the Preferred Plastic Sheet acquisition. Price and product  mix
changes had a negative 4% impact on sales for the nine months.  Net sales in the
Color & Specialty Compounds Group increased by 152% for the quarter ended August
1,  1998  and 66% for the nine months ended August 1, 1998 versus the comparable
1997  periods.  Revenues of approximately $31.6 million generated  by  our  1998
acquisitions Polycom Huntsman and Plasticolour operations more than offset  this
segment's  14% price/mix related decline in sales for the nine months--primarily
due to the additional tolling volume in 1998.  This increase in tolling business
was also the principle reason for the group's 13% growth in base volume over the
1997  periods.   The Molded Products Group had $9.3 million in  sales  and  $1.1
million in operating earnings for the quarter.

      Cost of sales increased to $147.5 million for the quarter ended August  1,
1998, compared with $102.7 million for the same period of 1997, but decreased to
83.0%  of  net sales for 1998 from 83.4% for 1997. The cost of sales percentages
were  83.1%  and 83.7% for the nine months ended August 1, 1998  and  August  1,
1997,  respectively.   The  more favorable cost of  sales  percentages  in  1998
represents  a  decline  in overall raw material prices and  improved  production
efficiencies,  partially offset by an increase in depreciation as  a  result  of
capital expenditures incurred by the Company during the last 24 months.

      Selling  and administrative expenses were $10.1 million and $27.6  million
for  the  quarter and nine months ended August 1, 1998 compared to $7.5  million
and $22.3 million for the similar periods in 1997.  On a percentage of net sales
basis,  selling and administrative costs for the quarter decreased  to  5.7%  in
1998  from  6.1%  in  1997 primarily as a result of continued  cost  containment
efforts  in  1998, ongoing synergies from acquisitions, and the  effect  of  the
overall  increase in sales volume on the fixed portion of the costs.   The  1998
nine-month percentage decreased to 5.8% from 6.1% for the same period last year.

      Operating earnings for the quarter ended August 1, 1998 were $19.1 million
(10.8%  of  net  sales) compared to $12.6 million (10.3% of net sales)  for  the
corresponding  period  in 1997.  Operating earnings for the  nine  months  ended
August 1, 1998 were $50.8 million (10.7% of net sales) compared to $36.4 million
(9.9%  of  net  sales) for the nine months in 1997.  These  gains  in  operating
earnings  were achieved through the increased sales levels, improved  production
efficiencies, cost containment efforts, and the declines in raw material prices,
discussed above.

      Interest expense for the quarter and nine months ended August 1,  1998  of
$4.1  million  and $9.4 million increased from the same periods  in  1997  as  a
result  of  borrowings  related to the Preferred Plastics and  Polycom  Huntsman
acquisitions completed in August 1997 and March 1998, respectively.

     The Company's effective tax rate was 40% for the quarter and nine months of
1998  compared  to  38%  in  1997.  The increase reflects  the  impact  of  non-
deductible goodwill resulting from the Polycom Huntsman acquisition.

Environmental and Inflation

      The  Company  is  subject to various laws governing  employee  safety  and
federal,  state,  &  local  laws, and regulations governing  the  quantities  of
certain  specified substances that may be emitted into the air, discharged  into
interstate  and  intrastate waters, and otherwise disposed of  on  and  off  the
properties  of  the  Company.   The  Company does  not  anticipate  that  future
expenditures  for  the  compliance with such laws and regulations  will  have  a
material effect on its capital expenditures, earnings, or competitive position.

      The plastic resins used by the Company in its production process are crude
oil  or natural gas derivatives and are available from a number of domestic  and
foreign  suppliers.  Accordingly, the Company's raw materials are only  somewhat
affected  by supply, demand and price trends of the petroleum industry;  pricing
of  the  resins  tends to follow its own supply and demand  equation  except  in
periods  of  anticipated or actual shortages of crude oil or natural  gas.   The
Company  is  not  aware  of  any  trends in the petroleum  industry  which  will
significantly affect its sources of raw materials in 1998.

      The  effects  of  inflation  have  not been  significant  on  the  overall
operations of the Company during the last few years.  No material amount of  the
Company's  sales  are  made pursuant to fixed price, long-term  contracts.   The
Company has historically been successful in compensating for inflationary  costs
through  increased  selling  prices and/or increased  productivity  and  related
efficiencies.  The Company anticipates this trend will continue in the future.

Liquidity and Capital Resources

Cash Flow

      The  Company's  primary sources of liquidity have  been  cash  flows  from
operating activities and borrowings from third parties.  The Company's principal
uses  of  cash have been to support its operating activities, invest in  capital
improvements, and finance strategic acquisitions.  The Company's cash flows  for
the periods indicated are summarized as follows:
                                                    Nine Months
                                               1998            1997
                                              (Dollars in millions)
  Net cash provided by
     operating activities                       $ 49.7        $ 27.7

  Net cash used for
     investing activities                      $(132.5)      $  (18.0)
  Net cash provided by (used for)
     financing activities                       $ 85.3        $ (10.4)

  The Company continues to generate strong cash flows from operations, resulting
from  the 32% increase in net earnings in the first nine months of 1998 compared
to  the corresponding period of the prior year.  Nine month operating cash flows
provided by changes in working capital were a positive $5.4 million as a  result
of  improved  management  of  accounts receivables,  inventories,  and  accounts
payable.

   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 nine months ended August 1,
1998 and August 2, 1997 were $10.6 million and $8.5 million, respectively.   The
Company anticipates total capital expenditures of approximately $18 million  for
fiscal  1998,  including  additions  for  capacity  expansions  at  the  Polycom
facilities acquired in 1998.  Also impacting the first half 1998 cash  used  for
investing  activities  was the final payment of $3.1 million  on  the  Preferred
Plastics acquisition to Echlin in January 1998

  On March 31, 1998, the Company completed its acquisition of all the stock of
Polycom Huntsman.  The net cash purchase price was approximately $129 million
(including estimated costs of the transaction and net of cash acquired of $3
million). The acquisition was funded through the Company's bank credit facility
and the issuance of $10 million in Spartech common stock to Polycom
shareholders.  Polycom's color & specialty compounding and toll compounding
services generate annual sales of approximately $115 million.

On  April  26,  1998, the Company completed the purchase of the  net  assets  of
Prismaplast   Canada  Ltd.  of  Montreal.   Prismaplast,   commonly   known   as
Plasticolour, produces color concentrates & specialty compounds with  net  sales
for  1997  of approximately $10 million.  The acquisition price for Plasticolour
approximated $5 million, which was financed through operating cash flow and  our
bank credit facility.

      The cash flows provided by financing activities were $85.3 million for the
first  nine  months of 1998. The primary activities were the bank borrowings  of
$122.0 million for the Polycom Huntsman acquisition, repayment of debt of  $26.0
million  net of the $3.1 million borrowed to fund the final installment  due  to
Echlin, cash dividend payments of $4.8 million, and purchases of treasury  stock
of $5.9 million net of proceeds from stock options exercised of $1.6 million.

Financing Arrangements

      On March 31, 1998 the Company amended its $40 million bank credit facility
to  $150  million. The bank credit facility has a five-year term, with  interest
payable  at  a rate chosen by the Company of either prime or LIBOR plus  .5%  to
1.0%.   The bank credit facility consists of a $50 million term loan, which  has
equal quarterly payments due of $2.5 million over five years, and a $100 million
revolving  facility.  At August 1, 1998, the Company had total borrowings  under
the bank credit facility of $97.6 million at a weighted average rate of 7.0%

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

Other

      The Company has already modified substantially all of its computer systems
to  be  Year  2000  compliant.  In addition, the Company has  communicated  with
others  with  whom  it does significant business to determine  their  Year  2000
compliance  readiness and the extent to which the Company is vulnerable  to  any
third  party  Year 2000 issues.  The Company does not anticipate any significant
costs, problems, or uncertainties associated with becoming Year 2000 compliant.

       The   information  presented  herein  contains  certain   forward-looking
statements,  as defined in the Private Securities Litigation Reform Act  (PSLRA)
of  1995,  which are based on current expectations and are subject to  risk  and
uncertainties.   The  Company desires to take advantage  of  the  "safe  harbor"
provisions of the PSLRA by cautioning that numerous important factors,  in  some
cases  have  affected,  and  in the future could affect,  the  Company's  actual
results and could cause its consolidated results to differ materially from those
expressed   in  or  implied  by  the  forward-looking  statements   or   related
assumptions.    Investors  are  directed  to  the  discussion   of   risks   and
uncertainties  associated  with  forward-looking  statements  contained  in  the
Company's  Annual  Report  on Form 10-K filed with the Securities  and  Exchange
Commission.

                           PART II - OTHER INFORMATION
                                        
Item 6 (a).    Exhibits
     
     11   Statement re Computation of Per Share Earnings

               27 Financial Data Schedule

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

 A  report  on  form  8-K/A  , dated June  15,  1998,  announcing the completion
of the purchase of the stock of Polycom Huntsman, Inc. and its Subsidiaries
("Polycom").  Pursuant to Items 7(a)4 and 7(b)2 of Form 8-K, this amendment was
submitted to file certain financial statements of the business acquired and
pro forma financial statements related to the Polycom acquisition.


                                   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:   August 28, 1998            /s/    Bradley B. Buechler
                                          Bradley B. Buechler
                                          President and Chief
                                          Executive Officer
                                          (Principal Executive   Officer)




Date:  August 28, 1998             /s/    Randy C. Martin
                                          Randy C. Martin
                                          Vice President - Finance and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)