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 May 3, 1997


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 May 3, 1997:

	Common Stock, $.75 par value per share			26,619,154


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SPARTECH CORPORATION AND SUBSIDIARIES

INDEX

May 3, 1997



PART I.	FINANCIAL INFORMATION	PAGE
	CONSOLIDATED CONDENSED BALANCE SHEET -
	as of November 2, 1996 and May 3, 1997                	3

	CONSOLIDATED CONDENSED STATEMENT OF 	
	OPERATIONS - for the quarter and six months
	ended May 4, 1996 and May 3, 1997	                     4

	CONSOLIDATED CONDENSED STATEMENT OF 	
	CASH FLOWS - for six months ended 
	May 4, 1996 and May 3, 1997	                           5

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	            6

	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
	FINANCIAL CONDITION AND RESULTS OF OPERATIONS	         8


PART II.	OTHER INFORMATION	                            12
	
	SIGNATURES	                                           13

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PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

ASSETS
                                                               			May 3, 1997
 	                                               Nov. 2, 1996      (unaudited)
Current Assets	
	Cash and equivalents	                               $  4,685	     $   5,016
	Receivables, net                                     	66,176        	68,379
	Inventories	                                          53,981	        56,919
	Prepayments and other	                                 3,315	         3,245
		Total Current Assets	                               128,157	       133,559

Property, Plant and Equipment	                        146,948	       150,890
	Less accumulated depreciation	                        34,593	        39,466
		Net Property, Plant and Equipment	                  112,355        111,424

Goodwill	                                              46,348	        45,332

Other Assets		                                          2,100	         4,077
			                                                  $288,960	      $294,392

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
	Current maturities of long-term debt               	$    995	     $   1,044
	Accounts payable	                                     40,178	        39,866
	Accrued liabilities	                                  23,022	        21,701
	Due to Hamelin Group Inc.	                             9,701	             -
		Total Current Liabilities	                           73,896	        62,611

Long-Term Debt, Less Current Maturities	               97,471	       107,226

Other Liabilities	                                      5,198	         6,570

		Total Long-Term Liabilities	                        102,669	       113,796

Shareholders' Equity
	Common stock, 26,609,554 shares issued 
		in 1996 and 26,618,254 shares issued 
		in 1997	                                             19,957	        19,964
	Contributed capital	                                  90,708	        89,510
	Retained earnings	                                     2,703        	12,217	
	Treasury stock, at cost, 209,100 shares 
		in 1996 and 270,250 shares in 1997	                  (2,061)	       (3,060)
	Cumulative translation adjustments	                    1,088	          (646)

		Total Shareholders' Equity	 112,395	 117,985
                                                  			$288,960       	$294,392

See accompanying notes to consolidated financial statements.

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


                                    	         QUARTER ENDED		 SIX MONTHS ENDED
                                            	May 4,  	May 3,	 May 4,  	May 3,
                                              1996 	  1997     1996		   1997	

Net Sales                                	$ 98,330 	$129,815  $185,796	 $243,202

Costs and Expenses
	Cost of sales                             	83,449	  108,629	  157,922	  203,937
	Selling and administrative                 	5,989	    7,990	   11,592	   14,854
	Amortization of intangibles	                  183	      321	      381	      646
	                                        	  89,621	  116,940 	 169,895	  219,437

Operating Earnings                          	8,709	   12,875   	15,901	   23,765
	Interest	                                   1,100	    2,093 	   2,201	    4,003

Earnings Before Income Taxes                	7,609	   10,782	   13,700	   19,762
	Income Taxes	                               2,834	    4,107	    5,139	    7,609

Net Earnings	                             $  4,775	  $ 6,675	  $ 8,561	 $ 12,153


Net Earnings Per Common Share:

	Primary	                                  $   .19 	  $  .24	  $   .35	  $   .44
	Fully diluted	                            $   .19	   $  .24	  $   .35   $   .44

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

	Primary	                                   24,603	   27,756 	  24,456	   27,672
	Fully diluted	                             24,779	   27,825 	  24,759	   27,731

Dividends Per Common Share	                $   .04	  $   .05	  $   .07	  $   .10




See accompanying notes to consolidated financial statements.


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


                                                           SIX MONTHS ENDED
                                                     	 May 4, 1996 	 May 3, 1997

Cash Flows From Operating Activities
	Net earnings	                                            $  8,561  	  $ 12,154
	Adjustments to reconcile net earnings 
		to net cash provided by operating 
		activities:	
			Depreciation and amortization	                            3,229	       5,669
			Change in current assets and 
				liabilities	                                            (4,158)	     (7,912)
	Other, net	                                                   470	         858
		Net cash provided by operating 
			activities	                                               8,102     	 10,769

Cash Flows From Investing Activities
	Capital expenditures	                                      (5,187)	     (5,789)
	Final installment for Hamelin Acquisition                       -	     	(9,701)
	Retirement of assets	                                           2   	      245
		Net cash used for investing activities	                   (5,185)   	 (15,245)

Cash Flows From Financing Activities
	Net borrowings (payments) on revolving 
		credit facilities	                                        (1,510)	     10,050
	Payments on bonds and leases	                                   -	        (215)
	Cash dividends on common stock	                            (1,638)	     (2,639)
	Stock options exercised                                      	487       	1,016
	Treasury stock acquired                                     	(708)	     (3,207)
	Other, net	                                                     -    	       -
		Net cash used for financing activities	                   (3,369)	      5,005
	
	Effect of exchange rate changes on cash 
		and equivalents	                                               -	        (198)

Increase (Decrease) In Cash and Equivalents	                  (452)        	331

Cash and Equivalents At Beginning Of Period	                  3,505 	     4,685 

Cash and Equivalents At End Of Period	                     $  3,053   	$  5,016


See accompanying notes to consolidated financial statements.


<PAGE>


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 2, 1996 Annual Report on 
Form 10-K.

		The Company's fiscal year ends on the Saturday closest to October 31.  
Fiscal year 1996 included 53 weeks compared to 52 weeks for fiscal 1997.  As a 
result, the first quarter and six months ended May 4, 1996 consisted of 14 and 
27 weeks, compared to the 13 and 26 weeks for the respective 1997 periods.  
Operating results for any first 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 November 2, 1996 and May 3, 1997 are comprised of the 
following components:

                              			   1996    	  1997	                   
			Raw materials	               $ 34,778 	$ 36,811
			Finished goods	                19,203	   20,108

	                            			$ 53,981	 $ 56,919
 
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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 
six months ended May 4, 1996 and May 3, 1997 is as follows:

                               			  1996    	  1997	             
	Cash paid for:  
		Interest	                     $  2,145	  $  2,507
		Income taxes	                 $  4,228	 	$  4,833


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.  SFAS 128 replaces 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 
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.  The Company is required to adopt SFAS 128 with 
its October 31, 1998 financial statements and restate all prior-period EPS 
data.  The Company will continue to account for EPS under APB 15 until that 
time.  Under SFAS 128, the Company's basic EPS for the three months ended May 
3, 1997 and May 4, 1996 was .25 and .20 per share, respectively, and the 
Company's diluted EPS for the three months ended May 3, 1997 and May 4, 1996 
was .24 and .19 per share, respectively.  For the six month periods ended May 
3, 1997 and May 4, 1996 basic EPS was .46 and .37 per share, respectively and 
diluted EPS was .44 and .35 per share, respectively.

<PAGE>

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 1996 included 53 weeks compared to 52 weeks for fiscal 1997.  As a 
result, the first quarter and six months ended May 4, 1996 consisted of 14 and 
27 weeks, compared to the 13 and 26 weeks for the respective 1997 periods.  The 
operating results presented below include discussions as a percentage of sales, 
and where indicated, certain 1996 amounts have been adjusted to reflect a 26-
week period for more meaningful comparisons.

		Net sales were $129.8 million and $243.2 million for the quarter and six 
months ended May 3, representing a 32% and 36% increase  from the similar 
periods in 1996.  These results include an increase in pounds sold by the 
Company's Extruded Sheet & Rollstock Group and the effects of the late 1996 
acquisitions of Portage Industries and the Hamelin Group Inc. For the six month 
period, this increase resulted from a 7% increase in overall pounds shipped and 
a 34% increase in net sales related to the second half 1996 acquisitions, net 
of a 5% decline related to changes in prices and mix of products sold in the 
period.    

		Net sales of the Extruded Sheet & Rollstock Group increased approximately 
18% for the quarter ended May 3, 1997 and 22% for the six months ended May 3, 
1997 over the 1996 periods, with the Portage and GM-Plastics acquisitions 
accounting for a majority of this growth.  The increase in Extruded Sheet & 
Rollstock sales for the six months resulted from a 9% increase in pounds 
shipped as a result of strong sales to the packaging and sign/advertising 
markets and an 18% increase in net sales related to the second half 1996 
acquisitions. Price and product mix changes had a 5% negative impact on sales 
for the six months.  Net sales in the Color & Specialty Compounds Group 
increased by 25% for both the quarter and six months periods in 1997 versus the 
comparable 1996 periods. The increase in Color & Specialty Compounds sales for 
the six months resulted from a 3% increase in pounds shipped and a 30% increase 
in net sales related to the 1996 Korlin acquisition, net of an 8% decline 
related to changes in prices and mix of products sold in the period.  The 
Molded Products Group added approximately $12.5 million and $22.9 million in 
1997 net sales and $1.8 million and $3.0 million in operating earnings for the 
quarter and six month periods ended May 3, 1997.  Hamelin Industries, our 
manufacturer of plastic wheel assemblies, posted strong results as sales 
related to their newly-patented wheel locking device began to build during the 
quarter.

		Cost of sales increased to $109.0 million for the quarter ended May 3, 
1997, compared with $83.4 million for the same period of 1996, but decreased to

<PAGE>
 
83.8% of net sales for 1997 from 84.9% for 1996. The cost of sales percentages 
were 83.9% and 85.0% for the six months ended May 3, 1997 and May 4, 1996, 
respectively.  The more favorable cost of sales percentages in 1997 represent 
an approximate 3% 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 12 
months.

		Selling and administrative expenses were $8.0 million and $14.9 million 
for the quarter and six months ended May 3, 1997 compared to $6.0 million and 
$11.6 million for the similar periods in 1996.  On a percentage of net sales 
basis, selling and administrative costs for the quarter increased marginally to 
6.2% in 1997 from 6.1% in 1996.  The slight decrease in 1997 six month 
percentage of 6.1 versus 6.2 for the same period last year was primarily a 
result of continued cost containment efforts in 1997 and the effect of the 
increased sales volume on the fixed portion of the costs.

		Operating earnings for the quarter ended May 3, 1997 were $12.9 million 
(9.9% of net sales) compared to $8.7 million (8.9% of net sales) for the 
corresponding period in 1996.  Operating earnings for the six months ended May 
3, 1997 were $23.8 million (9.8% of net sales) compared to $15.9 million (8.6% 
of net sales) for the six months in 1996.  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 six months ended May 3, 1997 of $2.0 
million and $4.0 million increased from the same periods in 1996 as a result of 
borrowings related to the Portage and Hamelin acquisitions completed in the 
last half of 1996.

		The Company's effective tax rate was 39% for the quarter and six months of 
1997 compared to 38% in 1996.  The increase reflects the impact of new tax 
jurisdictions resulting from the 1996 acquisitions.

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 

<PAGE>

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 1997.

		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:
                                          	       Six Months		
	                                               1996    	  1997
                                          	 (Dollars in millions)         
	Net cash provided by 
		operating activities                        	$ 8.1	    $ 10.8
		
	Net cash used for
		investing activities                        	$(5.2)	   $(15.2)		
	Net cash provided by (used for)
		financing activities                        	$(3.4)	   $  5.0	

	The Company continues to generate strong cash flows from operations, 
resulting from the 40% increase in net earnings in the first half of 1997 
compared to the corresponding period of the prior year, net of the impact of 
changes in working capital.  Operating cash flows used for changes in working 
capital totaled $7.9 million in the six months ended May 3, 1997, primarily as 
a result of the increase in inventories to support future shipments and 
receivables resulting from expanded sales levels.

	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 six months ended 

<PAGE>

May 3, 1997 and May 4, 1996 were $5.8 million and $5.2 million, respectively.  
The Company anticipates total capital expenditures of approximately $12.5 
million for fiscal 1997, reflecting an increase for additional equipment at the 
facilities acquired in 1996, which will comprise over 50% of the 1997 budget.  
Also impacting the first half 1997 cash used for investing activities was the 
final payment, in late November 1996, on the Hamelin Group acquisition.  The 
amount ($9.7 million) was reflected as a current payable at fiscal year end 
November 2, 1996.  

		The cash flows provided by financing activities were $5.1 million for the 
first half of 1997.  The primary activity was the net borrowings of $10.1 
million which included the impact of funding the $9.7 million final installment 
due Hamelin in the first quarter 1997.
	
Financing Arrangements

		In August 1995, the Company completed a $50 million private placement of 
senior unsecured notes at a fixed rate of 7.21% and finalized a $40 million 
unsecured bank credit facility.  The acquisition of Portage in May 1996 was 
funded by the bank credit facility.  In September 1996, the Company completed a 
simultaneous public offering of 3 million shares of common stock for $25.9 
million in net proceeds and a $30 million private placement of 7.62% guaranteed 
senior notes to finance the acquisition of Hamelin.

		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 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.


<PAGE>


PART II - OTHER INFORMATION

Item 4		  	Submission of Matters to a Vote of Security Holders

      					At the Annual Shareholders meeting held March 12, 1997, Mr. 
           Thomas L. Cassidy was elected as a Director of the Company with 
           25,685,142 votes for, 66,807 against, and 630,955 shares 
           unvoted.  Mr. David B. Mueller was also elected as a director of 
           the Company with 25,685,142 votes for, 630,955 against, and 
           66,807 shares unvoted.  Mr. Rodney H. Sellers was also elected 
           as a Director of the Company with 25,685,142 votes for, 66,807 
           against, and 630,955 shares unvoted.  Arthur Anderson & Co was 
           ratified as the Company's auditors with 25,840,931 votes for, 
           20,219 against, and 13,827 shares unvoted.

Item 6 (a).	Exhibits

       					11	Statement re Computation of Per Share Earnings

       					27	Financial Data Schedule

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

       					None

<PAGE>


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:	  June 3, 1997	                	/s/   	Bradley B. Buechler	
                                            	Bradley B. Buechler
                                            	President and Chief
                                            	Executive Officer
                                           	(Principal Executive	Officer)




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

		
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