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 July 29, 2000


                          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 July 29, 2000:

     Common Stock, $.75 par value per share            27,428,622



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                  July 29, 2000



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of July 29, 2000 and October 30, 1999         3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and nine months
          ended July 29, 2000 and July 31, 1999            4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for nine months ended
          July 29, 2000 and July 31, 1999                  5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       6

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS   10


PART II.  OTHER INFORMATION                               14

          SIGNATURES                                      15


                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                         July 29, 2000
                                           (unaudited)    Oct 30, 1999
Current Assets
  Cash and equivalents                       $ 12,136        $  8,890
  Receivables, net                            137,451         117,345
  Inventories                                 105,641          72,108
  Prepayments and other                        14,981           8,634
                                              -------         -------
     Total Current Assets                     270,209         206,977

Property, Plant and Equipment                 407,328         318,528
  Less accumulated depreciation                94,686          75,829
                                              -------         -------
     Net Property, Plant and Equipment        312,642         242,699

Goodwill                                      300,468         168,497

Other Assets                                   10,440           7,228
                                              -------         -------
                                             $893,759        $625,401
                                             ========        ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 12,280       $  13,215
  Accounts payable                             84,411          78,644
  Accrued liabilities                          40,563          37,420
                                              -------         -------
     Total Current Liabilities                137,254         129,279
                                              -------         -------

Long-Term Debt, Less Current Maturities       341,277         217,094

Other Liabilities                              50,751          38,986
                                              -------         -------

     Total Long-Term Liabilities              392,028         256,080
                                              -------         -------
Company-obligated manditorily redeemable
   convertible preferred securities of
   Spartech capital trusts holding solely
   convertible subordinated debentures        150,000          50,000

Shareholders' Equity
  Common stock, 28,067,023 and 27,915,873
     shares issued in 2000 and 1999            21,038          20,925
  Contributed capital                          95,453         101,709
  Retained earnings                           117,129          85,651
  Treasury stock, at cost, 638,401 shares
     in 2000 and 675,937 shares in 1999      (14,998)        (14,835)
  Cumulative translation adjustments          (4,145)         (3,408)
                                              -------         -------
     Total Shareholders' Equity               214,477         190,042
                                              -------         -------
                                             $893,759        $625,401
                                             ========        ========

See accompanying notes to consolidated financial statements.

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


                                 QUARTER ENDED      NINE MONTHS ENDED
                                 July 29,  July 31, July 29, July 31,
                                 2000      1999      2000      1999

Net Sales                       $255,935  $201,802  $711,050  $566,540
                                --------  --------  --------  --------
Costs and Expenses
  Cost of sales                  208,250   166,451   581,309   465,926
  Selling and administrative      14,764    11,325    41,250    32,735
  Amortization of intangibles      1,874     1,087     4,591     3,085
                                --------  --------  --------  --------
                                 224,888   178,863   627,150   501,746
                                --------  --------  --------  --------

Operating Earnings                31,047    22,939    83,900    64,794
  Interest                         6,099     3,278    14,871    10,670
  Distributions on
   preferred securities of
   Spartech Capital Trust          2,563       813     5,573     1,322
                                --------  --------  --------  --------

Earnings Before Income Taxes      22,385    18,848    63,456    52,802
  Income Taxes                     8,781     7,433    24,904    21,125
                                --------  --------  --------  --------
Net Earnings                   $  13,604  $ 11,415  $ 38,552  $ 31,677
                               =========  ========  ========  ========

Net Earnings Per Common Share:

  Basic                         $    .50  $    .42  $   1.41  $   1.17
                               =========  ========  ========  ========
  Diluted                       $    .46  $    .39  $   1.32  $   1.09
                               =========  ========  ========  ========

Dividends Per Common Share      $   .085  $   .070  $   .255  $   .210
                               =========  ========  ========  ========

See accompanying notes to consolidated financial statements.


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

                                                  NINE MONTHS ENDED
                                            July 29, 2000  July 31, 1999

Cash Flows From Operating Activities
  Net earnings                              $  38,552        $ 31,677
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization           23,827          17,302
       Change in current assets and
          liabilities, net of effects of
          acquisitions                       (27,304)           3,538
       Other, net                               1,815           3,582
                                            ---------        --------
     Net cash provided by operating
       activities                              36,890          56,099
                                            ---------        --------

Cash Flows From Investing Activities
  Capital expenditures                       (20,561)        (16,281)
  Retirement of assets                             86             226
  Business Acquisitions                     (216,765)        (44,166)
                                            ---------        --------
     Net cash used for investing activities (237,240)        (60,221)
                                            ---------        --------
Cash Flows From Financing Activities
  Bank borrowings for business acquisitions   216,765          44,166
  Net borrowings (payments) on revolving
     credit facilities                          8,146        (31,053)
  Payments on bonds and leases                (1,565)         (3,889)
  Issuance of common stock                          -           7,613
  Debt issuance costs                         (2,915)               -
  Cash dividends on common stock              (7,074)         (5,688)
  Stock options exercised                       1,887           3,275
  Treasury stock acquired                    (11,631)         (9,254)
                                            ---------        --------
     Net cash provided by
       financing activities                   203,613           5,170
                                            ---------        --------

  Effect of exchange rate changes on cash
     and equivalents                             (17)            (48)
                                            ---------        --------

Increase In Cash and Equivalents                3,246           1,000

Cash and Equivalents At Beginning Of Period     8,890           7,247
                                            ---------        --------

Cash and Equivalents At End Of Period        $ 12,136        $  8,247
                                            =========        ========

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

      Our  consolidated  financial statements include the accounts  of  Spartech
Corporation and its wholly owned subsidiaries.  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 our  October
30, 1999 Annual Report on Form 10-K.

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



NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.  Inventories at July 29, 2000 and October 30, 1999 are comprised of  the
following components:

                                               2000            1999
          Raw materials                     $  63,855        $ 41,781
          Finished goods                       41,786          30,327
                                            ---------        --------
                                            $ 105,641        $ 72,108
                                            =========        ========


















                      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 July 29, 2000 and July 31, 1999 is as follows:

                                               2000            1999
  Cash paid for:
     Interest                                $ 17,417        $ 10,161
                                             ========        ========
     Income taxes                            $ 18,288        $ 15,397
                                             ========        ========


Note D - Comprehensive Income

     Comprehensive Income is an entity's change in equity during the period from
transactions, events and circumstances from non-owner sources.  A summary of our
components of Total Comprehensive Income follows:

                              QUARTER ENDED     NINE MONTHS ENDED
                             July 29,  July 31, July 29,  July 31,
                            2000     1999      2000         1999

Net Earnings                $ 13,604  $11,415  $ 38,552   $ 31,677
Foreign currency
  translation adjustments       (219) (1,569)     (737)        270
                            --------  -------  --------   --------
Total Comprehensive Income  $ 13,385  $ 9,846  $ 37,815   $ 31,947
                            ========  =======  ========   ========

     Our other comprehensive income consists solely of foreign currency
translation adjustments.  Accumulated other comprehensive income is represented
on the balance sheet as cumulative translation adjustments as of July 29, 2000
and October 30, 1999.
                      SPARTECH CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)

Note E - Segment Information

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

                              QUARTER       NINE MONTHS
                               ENDED
                  2000                    1999       2000       1999
Net Sales
  Extruded Sheet &            $ 168,935  $ 133,259  $ 458,816   $  363,696
   Rollstock
  Color & Specialty              60,923     54,641    178,952      162,246
   Compounds
  Molded & Profile Products      26,077     13,902     73,282       40,598
                              ---------  ---------  ---------   ----------
     Total Net Sales          $ 255,935  $ 201,802  $ 711,050   $  566,540
                              =========  =========  =========   ==========
Operating Earnings
  Extruded Sheet &            $  21,200  $  15,805  $  56,247   $   42,096
   Rollstock
  Color & Specialty               8,333      6,857     23,323       21,252
   Compounds
  Molded & Profile Products       3,677      2,014      9,756        5,715
  Corporate/Other                (2,163)    (1,737)   (5,426)      (4,269)
                              ---------  ---------  ---------   ----------
     Total Operating          $  31,047  $  22,939  $  83,900   $   64,794
      Earnings                =========  =========  =========   ==========


Excludes intersegment sales of $6,075 and $4,450 for the three months ended
July 29, 2000 and July 31, 1999, respectively, and $18,829 and $14,374 for
the nine months ended July 29, 2000 and July 31, 1999, respectively,
primarily from the Color & Specialty Compounds segment.

Note F - Convertible Preferred Securities

       On  February  18,  2000  we  issued  $100  million  of  7.0%  convertible
subordinated debentures to Spartech Capital Trust, a Delaware trust we  control.
We  used  the  proceeds to repay borrowings under our bank credit facility.  The
debentures  are the sole asset of the Trust and eliminate in consolidation.  The
Trust  purchased  the  debentures with the proceeds of a  $100  million  private
placement  of  7.0%  convertible preferred securities of  the  Trust  having  an
aggregate liquidation preference of $100 million and guaranteed by Spartech. The
debentures:

     -  Are  convertible  along  with  the Trust preferred  securities,  at  the
         option  of  the preferred security holders, into shares of  our  common
         stock  at  a conversion price equivalent to $34.00 per share of  common
         stock, for a total of 2,941,476 shares;

     -  Are   redeemable   along  with  the  Trust  preferred   securities,   at
         Spartech's  option on or after February 17, 2003, at a price  equal  to
         104.56%  of  the  principal  amount plus  accrued  interest,  declining
         annually  to  a  price  equal  to  the principal  amount  plus  accrued
         interest by February 17, 2010; and

     -   Mature  and are payable, along with the Trust preferred securities,  on
         February  17,  2015  if  they  have not  been  previously  redeemed  or
         converted.

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

Note G - Acquisition

      On February 29, 2000, Spartech announced that it completed the purchase of
substantially  all  of  the  assets of Uniroyal  Technology  Corporation's  High
Performance Plastics, Inc. ("HPP"), a well-established manufacturer of  extruded
sheet  and rollstock, cell cast acrylic, and other proprietary plastic  products
based  in South Bend, Indiana with sales of approximately $130 million  for  its
most  recent fiscal year which ended September 26, 1999.  The acquisition  price
for  HPP was approximately $216 million including costs of the transaction.  The
purchase  was  financed through our new $250 million bank credit facility.   The
new  bank  credit  facility has a five year term and bears interest  at  a  rate
chosen by us of prime or LIBOR plus 0.625% to 1.250%.
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations


      Net  sales were $255.9 million and $711.1 million for the quarter and nine
months  ended  July 29, 2000, respectively, representing a 27% and 26%  increase
from  the similar periods in 1999. This sales growth included a 21% increase  in
volume  related  to acquired operations and a 6% increase from internal  growth.
These  sales  increases  along  with  our  ongoing  improvements  in  production
efficiency  helped us produce our thirty-fifth consecutive quarter  of  improved
year-over-year results.

      Our  Custom  Sheet & Rollstock segment generated sales of  $458.8  million
during the first nine months of 2000 up 26% from the $363.7 million in the first
nine  months of 1999. Recent acquisitions, primarily Uniroyal's HPP Group, added
18% to sales for the first nine months.  Base volume/internal price growth added
8%  for  the first nine months as a result of strong volume in the recreation  &
leisure  and  packaging  markets and increases in  Alloy  Plastics  and  Product
Transformation  sales. Sales increased 10% for the Color &  Specialty  Compounds
group  to  $179.0  million in the first nine months of 2000,  with  base  volume
increasing 7% and price/mix making up the balance of 3%.  Our Molded  &  Profile
Products  group  generated $73.3 million in sales for the first nine  months  of
2000  up  80%  from the prior year.  This increase was related to  three  recent
acquisitions (60%) and internal growth (20%).

      Cost  of sales increased to $208.3 million for the quarter ended July  29,
2000, compared with $166.5 million for the same period in 1999, but decreased to
81.4%  of  net sales for 2000 from 82.5% for 1999. The cost of sales percentages
were  81.8%  for the nine months ended July 29, 2000 and 82.2% for  the  similar
period in 1999.  Our more favorable cost of sales percentages in 2000 represents
improved  production  efficiencies and sales  of  higher  margin  new  products,
partially offset by the impact of resin cost increases.

      Selling  and administrative expenses were $14.8 million and $41.3  million
for  the  quarter and nine months ended July 29, 2000 compared to $11.3  million
and $32.7 million for the similar periods in 1999.  On a percentage of net sales
basis, selling and administrative costs for the quarter ended July 29, 2000 were
at  5.8%  as  compared to 5.6% for the same period in 1999.  The 2000 nine-month
percentage was unchanged from the prior year at 5.8%.

      Operating earnings for the quarter ended July 29, 2000 were $31.0  million
(12.1%  of  net  sales) compared to $22.9 million (11.4% of net sales)  for  the
corresponding period in 1999.  Operating earnings for the nine months ended July
29,  2000  were  $83.9 million (11.8% of net sales) compared  to  $64.8  million
(11.4%  of  net  sales) for the nine months in 1999. These  gains  in  operating
earnings  were achieved through the increased sales levels, improved  production
efficiencies and cost containment efforts.

      Interest  expense and Distributions on Preferred Securities  Distributions
for  the  quarter and nine months ended July 29, 2000 of $8.7 million and  $20.4
million  increased  from  the same periods in 1999 as  a  result  of  borrowings
related  to the acquisitions completed in 1999 and the acquisition of Uniroyal's
HPP Group on February 28, 2000.  This increase in interest expense has also been
impacted  by prime rate increases totaling 1.75% since May 1, 1999 and increases
in working capital resulting from higher resin prices and investments to support
the  growth  in sales.  As of July 29, 2000, we have $208.9 million of  floating
rate  debt at an average rate of 7.6% up from 6.2% last year (approximately  42%
of our total financings).


      Our  effective  tax rate was approximately 39.2% and 40.0%  for  the  nine
months  ending July 29, 2000 and July 31, 1999 reflecting an improvement in  our
combined state tax rate.


Environmental

      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 its 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.  Accordingly, our raw materials are only somewhat affected by
supply,  demand,  and price trends of the petroleum industry.   The  pricing  of
resins tends to be independent of crude oil or natural gas except in periods  of
anticipated  or  actual  shortages.  We are not  aware  of  any  trends  in  the
petroleum  industry which will significantly affect its sources of raw materials
in 2000.


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.  Our cash flows for the periods  indicated  are
summarized as follows:

                                                    Nine Months
                                               2000            1999
                                              (Dollars in millions)
  Net cash provided by
     operating activities                    $   36.9       $   56.1
                                             ========       ========
  Net cash used for
     investing activities                    $ (237.2)      $  (60.2)
                                             ========       ========
  Net cash provided by (used for)
     financing activities                    $  203.6       $    5.2
                                             ========       ========

  Increase in cash and equivalents           $    3.2       $    1.0
                                             ========       ========

   Operating  cash flow provided by net earnings increased 22% to $38.6  in  the
nine  months  of  2000 compared to the corresponding period of the  prior  year.
Operating  cash flows used for changes in working capital totaled $27.3  million
for  the nine months ended July 29, 2000.  This was primarily the result of  the
increases  in receivables derived from our expanded sales level, the  effect  of
increases  of resin prices on both receivables and inventory, and the tightening
of payment terms by certain suppliers.

   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 nine months ended July 29, 2000
and  July  31,  1999  were  $20.6 million and $16.3 million,  respectively.   We
anticipate  total capital expenditures of approximately $28 million  for  fiscal
2000, including expenditures for the most recent acquisitions.

     The cash flows provided by financing activities were $203.6 million for the
first  nine  months  of 2000.  The primary activity was the bank  borrowings  of
$216.8  million for acquisitions, net borrowings of $6.6 million, cash  dividend
payments  of  $7.1  million, and purchases of treasury  stock,  net  of  options
exercised, of $9.7 million.




Financing Arrangements

On  February  18,  2000 we issued $100 million of 7.0% convertible  subordinated
debentures to Spartech Capital Trust, a Delaware trust we control. We  used  the
proceeds to repay borrowings under our bank credit facility. The debentures  are
the  sole asset of the Trust and eliminate in consolidation. The Trust purchased
the  debentures  with the proceeds of a $100 million private placement  of  7.0%
convertible  preferred  securities of the Trust having an aggregate  liquidation
preference of $100 million and guaranteed by Spartech. The debentures:

     -  Are  convertible  along  with  the Trust preferred  securities,  at  the
         option  of  the preferred security holders, into shares of  our  common
         stock  at  a conversion price equivalent to $34.00 per share of  common
         stock, for a total of 2,941,476 shares;

     -  Are   redeemable   along  with  the  Trust  preferred   securities,   at
         Spartech's  option on or after February 17, 2003, at a price  equal  to
         104.56%  of  the  principal  amount plus  accrued  interest,  declining
         annually  to  a  price  equal  to  the principal  amount  plus  accrued
         interest by February 17, 2010; and

     -  Mature  and  are payable, along with the Trust preferred securities,  on
         February  17,  2015  if  they  have not  been  previously  redeemed  or
         converted.

      On  February  28,  2000, we entered into a new $250  million  bank  credit
facility  representing a revolving credit line with a five year term.   Interest
on our bank credit facility is payable at a rate chosen by us of either prime or
LIBOR plus 0.625% to 1.250%.

      We  anticipate that cash flow 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.


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

               27 Financial Data Schedule

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





                                   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 25, 2000                    /S/ Bradley B. Buechler
                                          Bradley B. Buechler
                                          Chairman, President and Chief
                                          Executive Officer
                                          (Principal Executive   Officer)



Date:  August 25, 2000                      /S/ Randy C. Martin

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



                                                                      EXHIBIT 11

                      SPARTECH CORPORATION AND SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                      (In thousands, except per share data)

                                 QUARTER ENDED      NINE MONTHS ENDED
                                  July 29,  July 31, July 29,  July 31,
                                 2000      1999      2000      1999

NET EARNINGS
  Basic net earnings           $  13,604  $ 11,415  $ 38,552  $ 31,677
  Add:  Distributions on
   Preferred Securities,
   net of tax                      1,563       488     3,380       793
                               ---------  --------   -------  --------
  Diluted net earnings         $  15,167  $ 11,903   $41,932  $ 32,470
                               =========  ========  ========  ========

WEIGHTED AVERAGE SHARES
 OUTSTANDING
  Basic weighted average common
   shares outstanding             27,427    27,084    27,358    26,958
  Add:  Shares issuable from
   assumed conversion of
   Preferred Stock                 4,578     1,637     3,382       887
  Add:  Shares issuable from
   assumed exercise of options       855     1,911       985     1,872
                               ---------  --------   -------  --------
  Diluted weighted average        32,860    30,632    31,725    29,717
   shares outstanding          =========  ========  ========  ========



NET EARNINGS PER SHARE

  Basic                         $    .50  $    .42  $   1.41  $   1.17
                               =========  ========  ========  ========

  Diluted                       $    .46  $    .39  $   1.32  $   1.09
                               =========  ========  ========  ========