SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    Form 10-Q


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

                   For the quarterly period ended May 1, 2004

                                       or

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

                          Commission File Number 1-5911

                               SPARTECH CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                           43-0761773
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)          Identification No.)

              120 S. Central Suite 1700, Clayton, Missouri,  63105
                    (Address of principal executive offices)

                                 (314) 721-4242
              (Registrant's telephone number, including area code)



     Indicate by check mark 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


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

     Yes   x                                      No

     Number of shares outstanding as of May 1, 2004:

     Common Stock, $.75 par value per share           32,112,212



                   SPARTECH CORPORATION AND SUBSIDIARIES

                                   INDEX

                                May 1, 2004



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of May 1, 2004 and November 1, 2003            3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and six months
          ended May 1, 2004 and May 3, 2003                 4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for quarter and six months ended
          May 1, 2004 and May 3, 2003                       5

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL
          STATEMENTS                                        6

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS    12


PART II.  OTHER INFORMATION

  Item 4.  SUBMISSION OF MATTERS TO A VOTE OF
          SECURITY HOLDERS                                 22

  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                22

SIGNATURES                                                 23

CERTIFICATIONS                                             24


    PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                   SPARTECH CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEET
                          (Dollars in thousands)

                                  ASSETS
                                          May 1, 2004
                                           (unaudited)    Nov. 1, 2003
                                              -------        --------
Current Assets
  Cash and equivalents                       $  7,904        $  3,779
  Receivables, net                            177,739         149,546
  Inventories                                 117,348          99,671
  Prepaids and other                            9,277          11,052
                                              -------        --------
     Total Current Assets                     312,268         264,048

Property, plant and equipment                 470,969         457,732
  Less accumulated depreciation               189,086         173,808
                                              -------        --------
     Net Property, Plant and Equipment        281,883         283,924

Goodwill                                      334,392         334,392
Other Intangible Assets                        29,591          24,974
Other Assets                                   15,040          13,250
                                              -------        --------
                                             $973,174        $920,588
                                              =======        ========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 32,995       $  32,991
  Accounts payable                            103,361          97,586
  Accrued liabilities                          29,637          35,178
                                              -------        --------
     Total Current Liabilities                165,993         165,755

Convertible subordinated debentures           154,639         154,639
Other long-term debt, less current maturities 168,918         196,189
                                              -------        --------
  Total Long-Term Debt                        323,557         350,828

Deferred Taxes                                 81,336          78,568
Other Long-Term Liabilities                     2,676           3,079
                                              -------        --------
     Total Long-Term Liabilities              407,569         432,475
                                              -------        --------
Shareholders' Equity
  Common stock, 33,131,846
     shares issued in 2004 and
     30,460,682 in 2003                        24,849          22,846
  Contributed capital                         197,478         139,243
  Retained earnings                           206,376         191,912
Treasury stock, at cost, 1,019,634 shares
     in 2004 and 1,108,381 shares in 2003    (24,550)        (27,142)
  Accumulated other comprehensive loss        (4,541)         (4,501)
                                              -------        --------

     Total Shareholders' Equity               399,612         322,358
                                              -------        --------
                                             $973,174        $920,588
                                              =======        ========

See accompanying notes to consolidated financial statements.

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


                                 QUARTER ENDED      SIX MONTHS ENDED
                                 May 1,    May 3,    May 1,    May 3,
                                 2004      2003      2004      2003
                                --------  --------  --------  --------

Net Sales                       $287,591  $250,488  $529,054  $464,188
                                --------  --------  --------  --------
Costs and Expenses
  Cost of sales                  243,879   214,453   451,919   398,923
  Selling and administrative      15,055    13,035    29,085    26,030
  Amortization of intangibles        607       544     1,201     1,036
                                --------  --------  --------  --------
                                 259,541   228,032   482,205   425,989
                                --------  --------  --------  --------

Operating Earnings                28,050    22,456    46,849    38,199

  Interest                         6,175     6,265    12,505    12,371
                                --------  --------  --------  --------

Earnings Before Income Taxes      21,875    16,191    34,344    25,828
  Income Taxes                     8,356     5,650    13,119     9,129
                                --------  --------  --------  --------

Net Earnings                    $ 13,519  $ 10,541  $ 21,225  $ 16,699
                                ========  ========  ========  ========


Net Earnings Per Common Share:

  Basic                         $    .42  $    .36  $    .69  $    .57
                                ========  ========  ========  ========
  Diluted                       $    .41  $    .36  $    .68  $    .57
                                ========  ========  ========  ========


Dividends Per Common Share      $    .11  $    .10  $    .22  $    .20
                                ========  ========  ========  ========



See accompanying notes to consolidated financial statements.

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


                                                  SIX MONTHS ENDED
                                           May 1, 2004    May 3, 2003
                                           ----------      ----------
Cash Flows from Operating Activities
  Net earnings                              $  21,225      $  16,699
  Adjustments to reconcile net earnings
     to net cash (used for)/provided by
     operating activities:
       Depreciation and amortization           16,968         15,406
       Change in current assets and
          liabilities, net of the effects
          of acquisitions                    (40,047)       (27,812)
  Other, net                                      104          1,813
                                           ----------      ----------
     Net cash (used for)/provided by
      operating activities                    (1,750)          6,106
                                           ----------      ----------

Cash Flows from Investing Activities
  Capital expenditures                       (12,514)        (12,013)
  Business acquisition                        (1,418)        (23,259)
  Outsourcing acquisitions                    (8,999)              -
                                           ----------      ----------
     Net cash used for investing activities  (22,931)        (35,272)
                                           ----------      ----------

Cash Flows from Financing Activities
  Bank borrowings for acquisitions             10,417          23,259
  Net (payments)/borrowings on
     revolving credit facilities             (37,620)          12,476
  Issuance of common stock                     60,922               -
  Payments on bonds and leases                   (64)            (84)
  Cash dividends on common stock              (6,763)         (5,849)
  Stock options exercised                       2,079             321
  Treasury stock acquired                        (172)         (1,767)
                                           ----------      ----------
     Net cash provided by
       financing activities                    28,799          28,356
                                           ----------      ----------

  Effect of exchange rate changes on cash
     and equivalents                                7             187
                                           ----------      ----------

Increase/(Decrease) In Cash and Equivalents     4,125           (623)

Cash and Equivalents at Beginning of Period     3,779           7,511
                                           ----------      ----------

Cash and Equivalents at End of Period        $  7,904        $  6,888
                                           ==========      ==========


See accompanying notes to consolidated financial statements.


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


NOTE A - Basis of Presentation

     The consolidated financial statements include the accounts of Spartech
Corporation  and its controlled affiliates (the Company).  These  financial
statements  have  been  prepared  on a condensed  basis,  and  accordingly,
certain   information  and  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, 2003 Annual Report on Form 10-K.

      Certain prior year amounts have been reclassified to conform  to  the
current  year presentation.  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 May 1, 2004 and November 1, 2003 are comprised  of
the following components:

                                               2004            2003
                                             --------        --------
          Raw materials                     $  71,247        $ 57,414
          Finished goods                       46,101          42,257
                                             --------        --------
                                            $ 117,348        $ 99,671
                                             ========        ========

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


NOTE C -Other Intangible Assets

     At May 1, 2004 other intangible assets are as follows:

                         Total other   Accumulated   Net carrying
                          intangible   amortization     amount
                            assets
                            -------       -------       -------
Amortizable
   Non-compete and          $ 8,501       $ 2,574       $ 5,927
     customer contracts
   Product formulations     $16,236       $ 1,472       $14,764
                            -------       -------       -------
                            $24,737       $ 4,046       $20,691
                            -------       -------       -------

Not Amortizable
   Trademark/Tradename      $ 8,900       $     -       $ 8,900
                            -------       -------       -------

Total                       $33,637       $ 4,046       $29,591
                            =======       =======       =======


     Amortization expense for our existing other intangible assets over the
next  five  years  is estimated to be: $2,996, $2,649, $2,580,  $1,845  and
$1,372 for the one year periods from May 2, 2004 to May 1, 2009.


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.   The
reconciliation  of Net Earnings to Comprehensive Income  for  the  quarters
ended May 1, 2004 and May 3, 2003 is as follows:

                              QUARTER ENDED     SIX MONTHS ENDED
                             May 1,    May 3,    May 1,    May 3,
                              2004     2003      2004         2003
                             ------- --------  --------   --------

Net Earnings               $  13,519 $ 10,541  $ 21,225   $ 16,699
Foreign currency
  translation adjustments     (1,176)   2,449    (1,883)     3,374
Cash flow hedge adjustments      935      337     1,843        790
                             ------- --------  --------   --------
Total Comprehensive Income  $ 13,278 $ 13,327  $ 21,185   $ 20,863
                             ======= ========  ========   ========

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


Note E - Segment Information

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

                              QUARTER ENDED           SIX MONTHS
                            May 1,     May 3,     May 1,      May 3,
                             2004       2003       2004        2003
 Net Sales *               --------   --------    --------   --------
 Custom Sheet &           $ 188,848  $ 163,271   $ 348,956  $ 303,038
 Rollstock
 Color & Specialty           77,787     67,971     144,312    127,893
 Compounds
 Molded & Profile            20,956     19,246      35,786     33,257
 Products                  --------   --------    --------   --------
    Total Net Sales        $287,591  $ 250,488   $ 529,054  $ 464,188
                           ========   ========    ========   ========

Operating Earnings
 Custom Sheet &           $  21,878  $  18,041  $  36,999   $  30,642
 Rollstock
 Color & Specialty            6,737      5,163     12,319      10,532
 Compounds
 Molded & Profile             2,595      1,928      3,825       2,468
 Products
 Corporate/Other             (3,160)    (2,676)    (6,294)     (5,443)
                           --------   --------    --------   --------
    Total Operating       $  28,050  $  22,456  $  46,849   $  38,199
 Earnings
                           ========   ========    ========   ========

* Excludes intersegment sales of $13,168 and $9,716 for the three
months ended May 1, 2004 and May 3, 2003, respectively, and $25,665
and $16,820 for the six months ended May 1, 2004 and May 3, 2003,
respectively, primarily from the Color & Specialty Compounds segment.


Note F - Stock Based Compensation

      The  Company has adopted the disclosure-only provisions of SFAS  123.
The following table illustrates the effect on net earnings and net earnings
per  share if the company had applied the fair value recognition provisions
of  SFAS 123 to stock-based employee compensation.  The fair value estimate
was  computed using the Black-Scholes option-pricing model.  The  Company's
options are subject to a 4-year vesting period.  Beginning in fiscal  2004,
the  Company  is recognizing pro-forma expense for the fair  value  of  the
options  as they vest pro-ratably for each quarter of the fiscal year.   In
previous years the vast majority of pro-forma expense was recognized in the
first quarter of the year as the options passed their annual vesting date.

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


                                 Quarter Ended        Six Months Ended
                               May 1,     May 3,     May 1,     May 3,
                                2004       2003       2004       2003
                              -------   -------     -------   -------
Net Earnings as               $13,519   $10,541     $21,225   $16,699
  Reported
Pro Forma Impact of               442        10         884     1,383
  Expensing Stock Options
                              -------   -------     -------   -------
Pro forma net earnings        $13,077   $10,531     $20,341   $15,316
                              =======   =======     =======   =======

Diluted Earnings per share:
     As Reported
       Basic                  $   0.42  $   0.36    $   0.69  $   0.57
       Diluted                $   0.41  $   0.36    $   0.68  $   0.57
     Pro forma
       Basic                  $   0.41  $   0.36    $   0.66  $   0.52
       Diluted                $   0.40  $   0.36    $   0.65  $   0.52

Assumptions Used:
     Expected Dividend             2%         2%         2%          2%
       Yield
     Expected Volatility          35%        35%        35%         35%
     Risk-Free Interest          3.7%       3.5%       3.7%        3.5%
       Rates
     Expected Lives         5.5 Years  5.0 Years  5.5 Years   5.0 Years


Note G - Equity Offering

     Effective February 3, 2004, Spartech completed a common stock offering
(priced  at  $24.00 per share) for 2.7 million shares.  Proceeds  from  the
offering   (net  of  expenses)  totaled  approximately  $61  million   with
approximately  $41 million used to pay down debt and $20 million  that  was
subsequently  used  to fund capital expenditures and strategic  expansions.
After the offering, the Company's common issued shares increased by 8.8% to
33,131,846.

Note H - Bank Refinancing

      On  March  3,  2004,  Spartech refinanced its unsecured  bank  credit
facility  providing aggregate availability of $200 million and expiring  on
March  3, 2009.  Interest on the bank credit facility is payable at a  rate
chosen  by  the Company of either prime or Eurodollar Rate plus a  0.5%  to
1.125% borrowing margin and the agreement requires a fee of 0.10% to 0.275%
for any unused portion of the facility.

Note I - Recently Issued Accounting Standards

      In  December  2003,  the  FASB  issued  a  revised  version  of  FASB
Interpretation  No.  46  (FIN  46R), "Consolidation  of  Variable  Interest
Entities,"  which  defines when a business should  consolidate  a  variable
interest  entity.  The Company adopted FIN 46R on January 31, 2004.   As  a
result,  we  no longer consolidate our trusts which were formed solely  for
the  issuance  of  trust  preferred securities to outside  investors.   The
effect  of  this  deconsolidation  was to:  1)  eliminate  the  Convertible
Preferred  Securities  issued  by the trusts;  2)  record  the  Convertible
Subordinated  Debentures issued to the trusts; 3) recognize  the  Company's
equity investment in the common stock of the trusts; and 4) reclassify  the
distributions  on  the  preferred securities to  interest  expense  on  the
debentures.  The Convertible Subordinated Debentures and equity investments
were  previously  eliminated in consolidation.   The  debentures,  totaling
$154.6 million are now included in the Consolidated Condensed Balance Sheet
as a separate component of long-term debt and the equity investment of $4.6
million is included in other assets.  The adoption of FIN 46R had no impact
on  the  Company's net income or earnings per share.  The  previous  year's
financial  statements  have  been restated to reflect  the  affect  of  the
deconsolidation required by FIN 46R.

Note J - Commitments and Contingencies

      On April 30, 2004 the Company entered into loan guarantees related to
the expansion of our Donchery, France.  The maximum amount to be guaranteed
will  not  exceed  5.7 million Euros or approximately US$6.8  million.   We
expect the construction to be completed by the end of our third quarter  at
which time we will enter into a lease for the amount of the expansion.

       In  September  2003,  the  New  Jersey Department  of  Environmental
Protection   issued  a  directive  and  the  United  States   Environmental
Protection Agency initiated an environmental investigation related to  over
70  companies,  including  Spartech, regarding  the  Lower  Passaic  River.
Management has agreed to participate along with thirty-one other  companies
in   an  environmental  study  to  determine  the  extent  and  sources  of
contamination at this site.  The Company has $398 accrued as of May 1, 2004
related  to  this  issue and management believes it is  possible  that  the
ultimate  liability  from  this issue could  materially  differ  from  this
amount.   This  accrued  amount includes estimated  costs  associated  with
participation  in  the  environmental  study  and  legal  fees.    Due   to
uncertainties inherent in this matter, management is unable to estimate the
Company's  possible exposure upon the ultimate outcome of this issue  which
is  not  expected  to  occur  for a number of years.   These  uncertainties
primarily include the outcome of the environmental study and the percentage
of contamination attributable to Spartech and other parties.

     The Company is also subject to various other claims, lawsuits, and
administrative proceedings arising in the ordinary course of business  with
respect  to  commercial, product liability, employment, and other  matters,
several  of  which claim substantial amounts of damages. While  it  is  not
possible  to  estimate  with  certainty the ultimate  legal  and  financial
liability  with  respect  to  these claims,  lawsuits,  and  administrative
proceedings,  the Company believes that the outcome of these other  matters
will not have a material adverse effect on the Company's financial position
or results of operations.


Items 2 and 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

      The  second quarter and first half of 2004 produced improved  results
over  the same periods of 2003. Sales increased 15% for the second  quarter
and  14% for the six months ended May 1, 2004 over the prior year's similar
periods.   Demand  increased  in nearly every major  end-market  we  serve,
resulting  in  a  second quarter record for volume shipped of  375  million
pounds.   Cost  reductions implemented during fiscal  2003  produced  lower
manufacturing costs during the second quarter and first six months of 2004,
however, these improvements were partially offset by increased raw material
costs  and changes in mix of products sold.  The overall reduction in costs
of  sales items and the increased sales level resulted in an improvement in
net earnings of 28% for the second quarter and 27% for the first six months
over the prior year's equivalent periods.  Based on the improvements taking
place  in  the  overall economy and our strong backlog at the  end  of  the
second  quarter,  we  believe  the  improved  year-over-year  results  will
continue for the balance of fiscal 2004.

Results of Operations

 (in millions)                   NET SALES          OPERATING EARNINGS
                                         Six Months Ended
Net Sales                   May 1,      May 3,      May 1,      May 3,
                             2004        2003        2004        2003
                           ---------   ---------   ---------    ---------
 Custom Sheet &              $ 349.0       303.0     $  37.0      $  30.6
 Rollstock
 Color & Specialty             144.3       127.9        12.3         10.5
   Compounds
 Molded & Profile               35.8        33.3         3.8          2.5
 Products
 Corporate/Other                   -           -        (6.3)       (5.4)
                           ---------   ---------   ---------    ---------

   Total                     $ 529.1     $ 464.2     $  46.8      $  38.2
                           =========   =========   =========    =========


      Net sales were $287.6 million and $529.1 million for the quarter  and
six months ended May 1, 2004.  These amounts represented a 15% increase (9%
from  internal  pounds growth, 4% from acquisitions, and 2% price/mix)  and
14% increase (7% from internal pounds growth, 4% from acquisitions, and  3%
price/mix)  from  the quarter and six-month periods in 2003,  respectively.
The  strong growth in internal pounds sold is primarily a result of overall
economic  improvements  during  the  first  half  of  2004.   The   company
experienced increased demand across nearly every major end-market we serve,
led  by  strong volume increases in the Packaging, Building &  Construction
and Transportation markets.

      Cost  of sales were $243.9 million and $451.9 million for the quarter
and  six months ended May 1, 2004, compared with $214.5 million and  $398.9
million for the quarter and six months of 2003.  Cost of sales decreased as
a percentage of net sales to 84.8% and 85.4% for the quarter and six months
of  2004 from 85.6% and 85.9% for the comparable period of 2003, reflecting
the effect of manufacturing cost reductions initiated in the fourth quarter
of  2003  and  increased capacity utilization in 2004 partially  offset  by
higher raw material prices and a change in mix of products sold.

     Selling and administrative expenses of $15.1 million and $29.1 million
for  the  quarter  and  six months ended May 1, 2004 increased  from  $13.0
million and $26.0 million for similar periods of 2003.  The increase  is  a
result  of  our  2003 acquisitions and increased investments  in  corporate
governance,  information  technology,  and  marketing  resources.    As   a
percentage  of sales, selling and administrative costs remained  relatively
flat  at 5.2% and 5.5% of net sales for the quarter and six months of  2004
as compared to 5.2% and 5.6% in the quarter and six months of 2003.

      Operating earnings for the quarter and six months ended May  1,  2004
increased  to  $28.1  million and $46.8 or 9.8%  and  8.9%  of  net  sales,
compared  to $22.5 million and $38.2 million or 9.0% and 8.2% of net  sales
for  the corresponding periods of 2003.  Operating earnings per pound  sold
increased to 7.5 cents and 6.8 cents from 6.8 cents and 6.2 cents.

     Interest expense of $6.2 million and $12.5 million for the quarter and
six  months of 2004 were level with the $6.3 million and $12.4 million  for
the  quarter  and  six  months of 2003.  The  effect  on  interest  of  the
reduction  in our debt as compared to the prior year was largely offset  by
an increase in our average interest rate.  Our interest rate swap on $125.0
million  of bank debt will expire on  November 10, 2004.  At that date  the
Company's  effective rate on the debt associated with the swap will  revert
back to a variable 30-day Eurodollar Rate plus applicable margin (which was
1.10%  at  May  1, 2004 plus .875% margin)   from the fixed, swap  affected
rate of 6.06% plus the margin.

      The Company's effective tax rate for the quarter and six months ended
May  1,  2004 was 38.2% as compared to 34.9% for the quarter and 35.3%  for
the  six months ended May 3, 2003. A favorable adjustment related to  final
agreement  with the Internal Revenue Service regarding refunds of  research
and  development credits was recorded in the prior year.  The current  rate
also reflects an increase in the tax rate in Ontario Canada.

     Net earnings of $13.5 million and $21.2 million, or $.41 and $.68 per
diluted share, in the quarter and six months ended May 1, 2004 increased
from the $10.5 million and $16.7 million , or $.36 and $.57 per diluted
share, in the similar periods of 2003 as a result of the factors noted
above.

Segment Results

     Net sales of the Custom Sheet & Rollstock segment increased by 16% and
15% to $188.8 million and $349.0 in the quarter and six months ended May 1,
2004 from $163.3 million and $303.0 million in the corresponding periods of
the  prior  year.  Internal growth in pounds sold accounted for 7%  of  the
increase  in  the  quarter  and six months of 2004.   Our  acquisitions  of
Polymer  Extruded Products and Trienda's Extrusion division in fiscal  2003
accounted  for 5-6% of the increases while increased prices due  to  higher
resin  costs  accounted  for  the balance of the  increase  in  net  sales.
Operating margin percentage increased to 11.6% and 10.6% in the quarter and
six months ended May 1, 2004 as compared to the 11.0% and 10.1% achieved in
the  prior  year similar periods.  Reductions in manufacturing  costs  more
than offset increases in material costs during the first half of 2004.

   Net sales for the Color & Specialty Compounds segment were $77.8 million
and  $144.3 million for the quarter and six months of 2004, an increase  of
14%  and 13% respectively from the $68.0 million and $127.9 million for the
corresponding periods in 2003, due to internal volume growth.   Sales  were
especially  strong in the Packaging and Transportation markets  during  the
quarter.   Operating Margin percentage increased to 8.7% and 8.5%  for  the
quarter  and  six months of 2004 from the 7.6% and 8.2% for the  comparable
periods  in fiscal 2003.  This group had an especially weak second  quarter
in  2003 as rapid raw material increases were met with weak demand in  that
period.   The  current  year's  more  favorable  economic  conditions   and
conversion  cost reductions resulted in the year-over-year  improvement  in
operating margin.

   The  Molded  &  Profile Products segment net sales  increased  to  $21.0
million and $35.8 million for the quarter and six months ended May 1,  2004
from  $19.2  million  and  $33.3  million  in  the  similar  2003  periods.
Operating earnings also increased to $2.6  million and $3.8 million for the
quarter  and  six  months ended May 1, 2004, from  $1.9  million  and  $2.5
million  for  the prior year's similar period.  While all of our  Molded  &
Profile  operation  achieved  improved  results,  increased  shipments   of
injection molded wheels to the Lawn & Garden market and acrylic rod &  tube
sales  accounted for a majority of the increases in sales and earnings  for
the first half of the year.

Other Matters

   We  operate under various laws and regulations governing employee safety
and  the  quantities of specified substances that may be emitted  into  the
air,  discharged into waterways, or otherwise disposed of on  and  off  our
properties.   In September 2003, the New Jersey Department of Environmental
Protection   issued  a  directive  and  the  United  States   Environmental
Protection  Agency initiated an investigation related to over 70 companies,
including  Spartech, regarding the Lower Passaic River. We have  agreed  to
participate  in an environmental study along with numerous other  companies
to  determine  the extent and sources of contamination at  this  site.   We
believe  it  is possible that the ultimate liability from this issue  could
materially differ from the Company's $398 accrual as of May 1, 2004. In the
event  of  one  or more adverse determinations related to this  issue,  the
impact  on  the  Company's results of operations could be material  to  any
specific period. However, it is our opinion  that  future  expenditures for
compliance   with  these  laws  and regulations,  as  they  relate  to  the
Lower Passaic River  issue  and  other potential  issues,  will  not   have
a   material  effect  on  our capital expenditures, financial position,  or
competitive position.

     The plastic resins we use in our production processes are crude oil or
natural gas derivatives, which are available from a number of domestic  and
foreign suppliers.  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 more significant impact on the cost of our raw
materials  over the short term.  Price spikes in crude oil and natural  gas
along  with  the  political unrest in oil producing countries  resulted  in
unusually high pricing pressures during 2003.  These pressures resulted  in
dramatic  increases in the prices of our raw materials.  We were  generally
able  to minimize the impact of past price increases in raw material  costs
by   controlling  inventory  levels,  increasing  production  efficiencies,
passing through price changes to customers, and the negotiating competitive
prices  with our suppliers.  These pricing changes were more difficult  for
us  to manage and negatively affected our operating margins in fiscal 2003.
Resin  pricing pressures started to stabilize by the third quarter of 2003.
Resin prices have increased somewhat through the first half of fiscal  2004
but  have not been as volatile as experienced in 2003.  While we have  been
successful  in  managing these increases thus far in 2004,  the  direction,
degree  of volatility, and our ability to manage future pricing changes  is
uncertain.

Liquidity and Capital Resources

Cash Flow
      Our  primary sources of liquidity have been cash flows from operating
activities , borrowings from third parties, and our recent equity offering.
Our  principal uses of cash have been to support our operating  activities,
invest  in  capital  improvements, finance  strategic  business/outsourcing
acquisitions,  and pay dividends on our common stock.  Cash flows  for  the
periods indicated are summarized as follows:

                                           Six Months Ended
     (Dollars in millions)                May 1,      May 3,
                                           2004        2003
                                        ----------- ---------
     Net cash (used for)/provided by
     operating activities                $    (1.8)   $    6.1
                                        =========== =========
     Net cash used for
     investing activities                $  ( 22.9)  $  (35.3)
                                        =========== =========
     Net cash /(used for)/provided by
     financing activities                $    28.8   $   28.4
                                        =========== =========
     Increase/(decrease)/ in cash
     and equivalents                     $     4.1    $  ( .6)
                                        =========== =========

      Operating cash flows provided by net earnings increased 27% to  $21.2
million for the six months ended May 1, 2004 from $16.7 million for the six
months  ended May 3, 2003.  Changes in current assets and liabilities,  net
of  the  effects of acquisitions, used $40.0 million of our operating  cash
flows  in  2004 compared to $27.8 million in the first six months of  2003.
Operating  cash flows used by changes in accounts receivable totaled  $27.3
million  due  to seasonally higher sales in our second quarter.   Operating
cash  flows  used  for changes in inventory totaled $15.7  million  due  to
selective pre-buys of raw materials ahead of announced price increases  and
in  support of what is traditionally the Company's highest sales period  in
the second quarter of our fiscal year.

      The  Company's primary investing activities are capital  expenditures
and  business/outsourcing acquisitions 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  six  months  of 2004 were $12.5 million as  compared  to  $12.0
million  for  the first six months of 2003.  We currently anticipate  total
capital expenditures of approximately $28 million for fiscal 2004 including
expenditures for the expansion of our Donchery France facility and our  new
Product  Development  Center in Warsaw Indiana.  Business  and  outsourcing
acquisitions  totaled $10.4 million for the first six  months  of  2004  as
compared  to  $23.3 in the first six months of 2003.  The 2004 acquisitions
included  $1.4  million paid to complete the September 2003 acquisition  of
Trienda's  extrusion  business,  $2.2  million  spent  to  acquire  certain
equipment and working capital assets from the former Quality Plastic  Sheet
operation along with a long-term supply contract from its largest  customer
and  $6.8 million for certain assets of BASF Aktiengesellschaft of Germany.
The 2003 payment was for the purchase of Polymer Extruded Products.

      Cash  provided by financing activities totaled $28.8 million for  the
first  six months of 2004.  On February 3, 2004 Spartech completed a common
stock  offering  that  provided $60.9 million.  Other financing  activities
during the first six months of 2004 included debt repayments funded by  the
offering  of  $60.9  million, borrowings for operations of  $23.3  million,
borrowings  for acquisitions of $10.4 million, and dividend  payments  with
other items netting to a usage of $4.9 million.

Financing Arrangements

Effective  February  3,  2004, Spartech completed a common  stock  offering
(priced  at  $24  per  share) for 2.7 million shares.   Proceeds  from  the
offering   (net  of  expenses)  totaled  approximately  $61  million   with
approximately $41 million used immediately to pay down debt and $20 million
invested  in  short  term investments and used to fund  subsequent  capital
expenditures and strategic expansions later in the second quarter.

      On  March 3, 2004, Spartech refinanced its U.S. unsecured bank credit
facility  providing aggregate availability of $200 million and expiring  on
March  3, 2009.  Interest on the bank credit facility is payable at a  rate
chosen  by  the Company of either prime or Eurodollar Rate plus a  0.5%  to
1.125% borrowing margin and the agreement requires a fee of 0.10% to 0.275%
for  any  unused  portion  of the facility.  At  May  1,  2004,  our  total
outstanding borrowings under our bank credit facilities were $125.0 million
at  a  weighted average interest rate of 7.18% (including the effect of  an
interest  rate  swap).   We  had approximately  $68  million  in  borrowing
capacity under our bank credit facilities at the end of the second  quarter
of  2004. We anticipate that cash flows from operations, together with  the
financing and borrowings under our bank credit facilities, will satisfy our
working  capital  needs, regular quarterly dividends, and  planned  capital
expenditures for the next year.

      If our cash from operations were 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 become 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.
While  we were in compliance with such covenants through the first half  of
2004 and currently expect to be in compliance throughout the balance of the
fiscal year, 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.


Outlook

      As we move forward to the second half of our fiscal year, we continue
to see overall economic improvements, but remain cautious about fluctuating
resin  prices  and occasional supply concerns related to  crude  oil.   Our
backlog  has increased to nearly six weeks at the end of our second quarter
from  about  five weeks at the corresponding time in 2003.   Based  on  the
expectation  of  continuing strength in economic  conditions,  the  Company
should  continue to generate improved year-over-year earnings  results  for
the remainder of the fiscal year.

Significant Accounting Policies, Estimates and Judgments

      We  prepare  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  upon
     with  the  customer in advance, and we inspect our products to  ensure
     specifications are met prior to shipment.  We continuously monitor and
     track  product  returns,  which  have  historically  been  within  our
     expectations and the provisions established.  Despite 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, than
     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
     customers'  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 or lower credit loss rates that we have in the past.

     Inventories  -  We value inventories at the lower of  actual  cost  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  or aged 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 business acquisitions in
     recent  years.  All of these acquisitions have been accounted  for  in
     accordance  with the purchase method, and accordingly, the results  of
     operations  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
     adjustment 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 - Long-lived assets, which  primarily
     include  goodwill, other intangibles and property plant and  equipment
     are  reviewed for impairment whenever events and changes  in  business
     indicate the carrying value of the assets may not be recoverable.  The
     Company  conducts a formal impairment test of goodwill at the  end  of
     each  fiscal  year  and  between  fiscal  years  if  events  occur  or
     circumstances change that would more likely than not reduce  the  fair
     value  of  a  reporting unit below its carrying  value.  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.

     Contingencies - The Company is involved in litigation in the  ordinary
     course of business, including environmental matters. Our policy is  to
     record  expense  for  contingencies when it is both  probable  that  a
     liability   has  been  incurred  and  the  amount  can  be  reasonably
     estimated. Estimating probable losses requires assessment of  multiple
     outcomes  that often depends on management's judgments regarding,  but
     not limited to, potential actions by third parties such as regulators.
     The  final resolution of these contingencies could result in  expenses
     different  than current accruals, and could therefore have a  material
     impact  on  our  consolidated financial results in a future  reporting
     period.

      For  additional  information  regarding  our  significant  accounting
policies,  see  Note  1  to  our  2003  Consolidated  Financial  Statements
contained  in our Annual Report on Form 10-K filed with the Securities  and
Exchange Commission.

Cautionary Note on Forward Looking Statements

     Statements in this Form 10-Q that are not purely historical, including
statements  which express the Company's belief, anticipation or expectation
about  future  events,  are  forward-looking statements.   Forward  looking
statements involve certain risks and uncertainties that could cause  actual
results to differ materially from such statements.  In addition to the risk
factors  discussed in Item 1 (Business, under the headings  Raw  Materials,
Seasonality, Competition, Government Regulation and Environmental  Matters,
and  International Operations) of the Company's Annual Report on Form  10-K
other  important factors which have impacted and could impact the Company's
operations and results, include:

  (1) The Company's financial leverage and the operating and financial
restrictions imposed by the instruments governing its indebtedness may
limit or prohibit its ability to incur additional indebtedness, create
liens, sell assets, engage in mergers, acquisitions or joint ventures, pay
cash dividends, or make certain other payments; the Company's leverage and
such restrictions could limit its ability to respond to changing business
or economic conditions, inability to meet debt obligations when due could
impair its ability to finance operations and could result in default;
  (2) The successful expansion through acquisitions, in which Spartech
looks for candidates that can complement its existing product lines, expand
geographic coverage, and provide superior shareholder returns, is not
assured.  Acquiring businesses that meet these criteria continues to be an
important element of the Company's business strategy.  Some of the
Company's major competitors have similar growth strategies.  As a result,
competition for qualifying acquisition candidates is increasing and there
can be no assurance that such future candidates will exist on terms
agreeable to the Company.  Furthermore, integrating acquired businesses
requires significant management time and skill and places additional
demands on Company operations and financial resources.  If we are unable to
achieve the anticipated synergies, the interest and other expenses from our
acquisitions could exceed the net income we derive from the acquired
operations, which could reduce our net income.   However, the Company
continues to seek value-added acquisitions which meet its stringent
acquisition criteria and complement its existing businesses; and
  (3) Our products are sold in a number of end markets which tend to be
cyclical in nature, including transportation, building and construction,
bath/pool and spa, and electronics and appliances. A downturn in one or
more of these end markets could have a material adverse effect on our sales
and operating profit.
       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.


Item 4.  CONTROLS AND PROCEDURES

      Spartech  maintains  a system of disclosure controls  and  procedures
which  are designed to ensure that information required to be disclosed  by
the  Company in the reports filed under the Securities Exchange Act of 1934
is  recorded,  processed, summarized and reported within the  time  periods
specified  under  the  SEC's  rules and  forms.   Based  on  an  evaluation
performed,  the  Company's  certifying officers  have  concluded  that  the
disclosure  controls and procedures were effective as of May  1,  2004,  to
provide reasonable assurance of the achievement of these objectives.

      Notwithstanding  the foregoing, there can be no  assurance  that  the
Company's  disclosure controls and procedures will detect  or  uncover  all
failures of persons within the Company and its consolidated subsidiaries to
report  material  information otherwise required to be  set  forth  in  the
Company's reports.

      There  was no change in the Company's internal control over financial
reporting  during  the  quarter  ended May 1,  2004,  that  has  materially
affected,  or  is  reasonably likely to materially  affect,  the  Company's
internal control over financial reporting.

PART II - OTHER INFORMATION

Item 4         Submission of Matters to a Vote of Security Holders


               It was determined that there were 29,357,101 shares of
               common  stock outstanding and entitled to vote at the record
               date,  of  which 27,767,826 shares, or 95%, were represented
               at  Spartech  Corporation's Annual Meeting  of  Stockholders
               held  March  10, 2004.  At the Annual Shareholders  meeting,
               Mr.  Bradley  B. Buechler was elected as a Director  of  the
               Company with 26,774,482 votes for.  Mr. Randy C. Martin  was
               also  elected  as a director of the Company with  26,694,679
               votes for.  An amendment to the Certificate of Incorporation
               of  the  Company to increase the authorized number of shares
               of  Common  Stock from 45,000,000 to 55,000,000  shares  was
               approved  with  26,903,881 votes for, 805,514  against,  and
               55,431  abstentions.  The Spartech Corporation  2004  Equity
               Compensation  Plan  was  approved  23,307,527   votes   for,
               2,586,974 against, and 364,338 abstentions.  Ernst  &  Young
               LLP  was  ratified as the Company's auditor with  26,649,755
               votes for, 1,100,214 against, and 17,855 abstentions.


Item 6 (a).    Exhibits

      3   Certificate of Incorporation, with amendments to date.
      4.1 Spartech Corporation 2004 Equity Compensation Plan, incorporated
          by reference to Form S-8 registration statement no. 333-113752,
          filed with the Securities and Exchange Commission and effective
          March 19, 2004.
     10   Employment Agreement dated May 1, 2004 between Steven J.  Ploeger
          and Spartech Corporation
     11   Statement re Computation of Per Share Earnings
     31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO.
     31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO.
     32   Section 1350 Certifications of CEO & CFO.


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

     The  Company filed a Form 8-K dated March 4, 2004 to furnish the press
     release  regarding  earnings results of Spartech Corporation  for  the
     quarter ended January 31, 2004.

     The  Company filed a Form 8-K dated March 11, 2004 to file the opinion
     of  Armstrong  Teasdale LLP as Exhibit 5.1 relating  to  the  sale  of
     shares of the Company's common stock on February 3, 2004.



                                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, 2004                      /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 -
                                          Corporate Development and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer