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 January 31, 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 January 31, 2004:

     Common Stock, $.75 par value per share           29,444,899



                   SPARTECH CORPORATION AND SUBSIDIARIES

                                   INDEX

                             January 31, 2004



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of January 31, 2004 and November 1, 2003       3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter ended
          January 31, 2004 and February 1, 2003             4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for quarter ended
          January 31, 2004 and February 1, 2003             5

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL
          STATEMENTS                                        6

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS   11


PART II.  OTHER INFORMATION

  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                21

SIGNATURES
22

CERTIFICATIONS                                             23
                      PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                  ASSETS
                                          Jan. 31, 2004
                                           (unaudited)    Nov. 1, 2003
Current Assets
  Cash and equivalents                       $  4,130        $  3,779
  Receivables, net                            147,069         149,546
  Inventories                                 113,874          99,671
  Prepaids and other                           10,896          11,052
                                             --------        --------
     Total Current Assets                     275,969         264,048

Property, plant and equipment                 465,509         457,732
  Less accumulated depreciation               181,908         173,808
                                              -------         -------
     Net Property, Plant and Equipment        283,601         283,924

Goodwill                                      334,392         334,392
Other Intangible Assets                        25,031          24,974
Other Assets                                   14,155          13,250
                                             --------        --------
                                             $933,148        $920,588
                                             ========        ========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 32,991       $  32,991
  Accounts payable                             88,942          97,586
  Accrued liabilities                          33,936          35,178
                                              -------         -------
     Total Current Liabilities                155,869         165,755

Convertible subordinated debentures           154,639         154,639
Other long-term debt, less current maturities 210,046         196,189
                                              -------         -------
  Total Long-Term Debt                        364,685         350,828

Deferred Taxes                                 80,191          78,568
Other Long-Term Liabilities                     3,623           3,079
                                              -------         -------
     Total Long-Term Liabilities              448,499         432,475

Shareholders' Equity
  Common stock, 30,460,682
     shares issued in 2004 and 2003            22,846          22,846
  Contributed capital                         138,658         139,243
  Retained earnings                           196,388         191,912
Treasury stock, at cost, 1,015,783 shares
     in 2004 and 1,108,381 shares in 2003    (24,811)        (27,142)
  Accumulated other comprehensive loss        (4,301)         (4,501)
                                             --------        --------
     Total Shareholders' Equity               328,780         322,358
                                             --------        --------
                                             $933,148        $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 data)


                                                  QUARTER ENDED
                                           Jan. 31, 2004  Feb. 1, 2003

Net Sales                                    $241,463        $213,700

Costs and Expenses
  Cost of sales                               208,040         184,470
  Selling and administrative                   14,030          12,995
  Amortization of intangibles                     594             492
                                              -------         -------
                                              222,664         197,957

Operating Earnings                             18,799          15,743
  Interest                                      6,330           6,106
                                              -------         -------
Earnings Before Income Taxes                   12,469           9,637
  Income taxes                                  4,763           3,479
                                              -------         -------
Net Earnings                                 $  7,706         $ 6,158
                                             ========         =======


Net Earnings Per Common Share:

  Basic                                      $    .26        $    .21
                                             ========        ========
  Diluted                                    $    .26        $    .21
                                             ========        ========

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


See accompanying notes to consolidated financial statements.

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


                                                  QUARTER ENDED
                                           Jan. 31, 2004  Feb. 1, 2003

Cash Flows from Operating Activities
  Net earnings                               $  7,706       $  6,158
  Adjustments to reconcile net earnings
     to net cash (used for)/provided by
     operating activities:
       Depreciation and amortization            8,335          7,714
       Change in current assets and
          liabilities, net of the effects
          of acquisitions                     (19,901)       (16,343)
  Other, net                                      592          1,366
                                              --------       -------
     Net cash used for operating activities    (3,268)        (1,105)

Cash Flows from Investing Activities
  Capital expenditures                        (5,231)         (4,589)
  Business acquisition                        (1,515)               -
  Outsourcing acquisition                     (2,150)               -
                                              -------         -------
     Net cash used for investing activities   (8,896)         (4,589)
                                             --------         -------
Cash Flows from Financing Activities
  Bank borrowings for acquisitions              3,665               -
  Net borrowings on revolving
     credit facilities                         10,278           8,710
  Payments on bonds and leases                   (34)            (51)
  Cash dividends on common stock              (3,229)         (2,925)
  Stock options exercised                       1,798             310
  Treasury stock acquired                         (52)         (1,495)
     Net cash provided by                      ------         -------
       financing activities                    12,426           4,549
                                               ------         -------
  Effect of exchange rate changes on cash
     and equivalents                               89             103
                                               ------         -------
Increase/(Decrease) In Cash and Equivalents       351         (1,042)

Cash and Equivalents at Beginning of Period     3,779           7,511
                                               ------         -------
Cash and Equivalents at End of Period       $   4,130        $  6,469
                                              =======        ========

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 note disclosures normally included  in  financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles  have  been  condensed or omitted  pursuant  to  the  rules  and
regulations of the Securities and Exchange Commission.  In the  opinion  of
management,  the  financial statements contain all adjustments  (consisting
solely  of normal recurring adjustments) and disclosures necessary to  make
the   information  presented  therein  not  misleading.   These   financial
statements  should  be read in conjunction with the consolidated  financial
statements  and  accompanying footnotes thereto included in  the  Company's
November 1, 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 January 31, 2004 and November 1, 2003 are comprised
of the following components:

                                               2004            2003
          Raw materials                     $  65,762        $ 57,414
          Finished goods                       48,112          42,257
                                            ---------        --------
                                            $ 113,874        $ 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 January 31, 2004 other intangible assets are as follows:

                        Total other   Accumulated   Net carrying
                         intangible   amortization     amount
                           assets
Amortizable
   Non-compete and          $ 7,540       $ 2,166       $ 5,373
     customer contracts
   Product formulations     $12,030       $ 1,272       $10,758
                            -------       -------       -------
                            $19,570       $ 3,438       $16,131

Not Amortizable
   Trademark/Tradename      $ 8,900       $     -       $ 8,900
                            -------       -------       -------
Total                       $28,470       $ 3,438       $25,031
                            =======       =======       =======

     Amortization expense for our existing other intangible assets over the
next five years is estimated to be: $2,412, $2,170, $1,995, $1,558 and $931
for the one year periods from February 1, 2004 to January 31, 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 January 31, 2004 and February 1, 2003 is as follows:

                                                   QUARTER ENDED
                                                2004            2003

Net Earnings                                 $  7,706         $  6,158
Foreign currency translation
  adjustments                                    (707)              925
Cash flow hedge adjustments                       907              454
                                             --------         --------
     Total Comprehensive Income              $  7,906         $  7,537
                                             ========         ========

                   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
                               Jan. 31, 2004    Feb. 1, 2003
Net Sales*
  Custom Sheet & Rollstock        $  160,108       $  139,767
  Color & Specialty Compounds         66,525           59,922
  Molded & Profile Products           14,830           14,011
                                  ----------       ----------
     Total Net Sales              $  241,463       $  213,700
                                  ==========       ==========
Operating Earnings
  Custom Sheet & Rollstock        $   15,121       $   12,601
  Color & Specialty Compounds          5,582            5,369
  Molded & Profile Products            1,230              540
  Corporate/Other                     (3,134)          (2,767)
                                  ----------       ----------
     Total Operating Earnings     $   18,799       $   15,743
                                  ==========       ==========

* Excludes intersegment sales of $12,497 in 2004 and
   $7,104 in 2003 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.

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


                                         Quarter Ended
                                Jan. 31, 2004     Feb. 1, 2003

Net Earnings as Reported                $ 7,706           $ 6,158
Deduct fair value of options              1,717             1,456
   granted

Pro Forma Net Earnings                  $ 5,989           $ 4,702

Diluted Earnings per share:
     As Reported
       Basic                            $   .26           $   .21
       Diluted                          $   .26           $   .21
     Pro forma
       Basic                            $   .20           $   .16
       Diluted                          $   .20           $   .16

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


Note G - Subsequent Events

  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 invested in
short   term  investments  that  will  be  used  to  fund  future   capital
expenditures  and strategic expansions.  After the offering, the  Company's
common shares outstanding increased by 9.1% to 32,116,063.

  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 0.625%  to
1.25%  borrowing margin and the agreement requires a fee of 0.10% to 0.275%
for any unused portion of the facility.

Note H - 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 the 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 I - Contingencies

     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.  Management expects
that an environmental study will be conducted to determine the extent and
sources of contamination at this site.  Management believes it is possible
that the ultimate liability from this issue could materially differ from
the Company's $343 accrual as of January 31, 2004.  Due to uncertainties
inherent in this matter, management is unable to estimate the Company's
possible exposure upon the ultimate outcome of this issue.  These
uncertainties primarily include the completion and 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  first quarter of 2004 produced improved results over  the  first
quarter  of  2003  as  sales increased 13% over the  prior  year's  similar
period.    Demand  increased  in nearly every major  end-market  we  serve,
resulting  in  a  first quarter record for volume shipped  of  317  million
pounds.   Cost  reductions implemented during fiscal  2003  produced  lower
manufacturing  costs  during  the  first quarter,  however,  increased  raw
material costs, a reduction in tolling pounds, and other changes in mix  of
products  sold offset nearly all of the benefit.  Despite these  offsetting
costs  of  sales  items, the increased sales level and  lower  selling  and
administrative costs results in a 25% improvement in net earnings over  the
prior  year's first quarter.  Spartech's financial position remains  strong
and,  while  first quarter required working capital investments to  support
the  higher second quarter sales expectations, improving seasonal  positive
cash flow should support both capital investments and strategic acquisition
growth in the balance of the year.

Results of Operations

 (in millions)                   NET SALES          OPERATING EARNINGS
                                        Three Months Ended
Net Sales                   January    February     January    February
                           31, 2004     1, 2003    31, 2004     1, 2003
 Custom Sheet &              $ 160.1      $139.8     $  15.1      $  12.6
 Rollstock
 Color & Specialty              66.5        59.9         5.6          5.4
   Compounds
 Molded & Profile               14.8        14.0         1.2           .5
 Products
 Corporate/Other                   -           -        (3.1)       (2.8)
                             -------     -------     -------      -------
   Total                     $ 241.5     $ 213.7     $  18.8      $  15.7
                             =======     =======     =======      =======

      Net  sales for the quarter ended January 31, 2004 represented  a  13%
increase  over  the first quarter of 2003.  An increase in  pounds  shipped
excluding  acquisitions contributed 5% of the growth from the  prior  year,
while  acquisitions  added  another 4% to our  sales.   Price  and  mix  of
products  sold accounted for the balance of the sales increase.   Increased
demand  was  experienced  across each major market  led  by  gains  in  the
transportation  and  building  &  construction  markets.    Backlogs   have
increased  nearly one full week from the fourth quarter of 2003,  to  about
six weeks going into the second quarter.

      Cost  of sales were $208.0 million for the quarter ended January  31,
2004,  compared with $184.5 million for the corresponding quarter of  2003.
Cost  of sales as a percentage of net sales of 86.1% improved only slightly
from the 86.3% as lower material margins offset reductions in manufacturing
costs.   Increased resin prices over the prior year, a reduction of tolling
business  (which includes no material cost for resin) within  our  Color  &
Specialty  Compounds  segment,  and other mix  changes  accounted  for  the
unfavorable material cost comparison to the prior year.
      Selling  and administrative expenses were $14.0 million, or  5.8%  of
sales  for the quarter ended January 31, 2004 as compared to $13.0  million
or  6.1% of sales in the first quarter of 2003.  Selling and administrative
expenses  increased  with the higher sales level, but resulted  in  a  more
favorable percentage, benefiting from the change in mix of more non-tolling
sales and better leverage of the fixed portion of the costs.

      Operating earnings for the quarter increased to 7.8%, as a percentage
of sales, compared to 7.4% in the first quarter of 2003, principally due to
the  higher  sales  volumes  and cost reductions implemented  during  2003,
partially offset by higher material costs and the sales mix changes.

      Interest  expense of $6.3 million for the quarter ended  January  31,
2004 increased slightly from $6.1 million for the corresponding quarter  of
2003  as  debt  repayments during 2003 were largely offset  by  acquisition
borrowings  during  the  year  and due to  borrowings  for  operations  and
acquisitions  during  the  first quarter  of  2004.   Interest  expense  is
expected to be lower over the last three quarters of the fiscal year due to
approximately $41 million in debt repayments made from proceeds received in
a  common stock offering completed in early February 2004 and positive cash
flows from operations.

      Our  effective tax rates for the quarter ended January 31,  2004  was
38.2%  as compared to 36.1% in the first quarter of 2003 primarily  due  to
tax rate changes in Ontario, Canada that must be reflected in the period of
enactment on both our current income and deferred tax account balances.  We
are  continuing  to explore tax planning strategies to reduce  our  overall
effective tax rate.

      Net  earnings  of  $7.7 million, or $.26 per diluted  share,  in  the
quarter ended January 31, 2004 increased 25% from $6.2 million or $.21  per
diluted  share,  in the first quarter of 2003 as a result  of  the  factors
noted  above.  Primary and diluted shares outstanding will increase in  the
second  quarter due to the February 2004 stock offering where approximately
2.7 million new shares were issued.

Segment Results
      Net sales of the Custom Sheet & Rollstock segment increased by 15% to
$160.1  million  in  the three months ended January 31,  2004  from  $139.8
million  in  the  corresponding period of 2003.  Our 2003  acquisitions  of
Polymer  Extruded Products and Trienda's extrusion division and our January
6,  2004  purchase  of certain assets of the former Quality  Plastic  Sheet
operation accounted for 7% of the growth.  Excluding the acquisitions,  net
sales in pounds increased 8% for the first quarter of 2004 compared to  the
prior   year.   Sales  were  strong  to  the  transportation,  building   &
construction   and  sign/advertising  markets  during  the  quarter.    The
operating  margin percentage increased to 9.4% during the first quarter  of
2004  as  compared  to  9.0% in the same quarter in 2003.   Our  successful
efforts  in  lowering  the manufacturing costs more than  offset  increased
material costs during the quarter.

      Net sales of the Color & Specialty Compounds segment increased by 11%
to  $66.5  million in the first quarter of 2004 from the $59.9 million  for
the  corresponding  period  of  2003.  Volume  in  pounds  grew  2%,  while
increased  prices, and a favorable product mix accounted for 9%  growth  in
sales.  Strong shipments to the automotive and lawn and garden markets were
largely  offset  by decreased volume in a specific application  within  the
electronics  market  where the group's largest consumer  products  customer
lost a portion of its business during fiscal 2003.  The lost volume carried
a  low, tolling only price (the customer supplied the raw material, and was
charged  only  for  conversion).  The pounds gained to  replace  this  lost
volume  represented more traditional business for which the price  includes
the  cost of materials.  This also effects our operating margin percentage,
as  the traditional business margin is lower as a percentage of sales  then
the  tolling  business.   The  affect of this customer's  lost  volume  was
approximately $.9 million in margin lost, or 1.3% of sales,  and  offset  a
large  part  of margin improvements in most of the other markets.   Overall
the  operating margin for this segment dropped to 8.4% in the first quarter
of 2004 as compared to the 9.0% achieved in the first quarter of 2003.

      The  Molded  &  Profile segment net sales increased by  6%  to  $14.8
million  in  the first quarter of 2004 as compared to the first quarter  of
2003  due  to a more favorable mix of products sold.  The Molded &  Profile
Products segment operating earnings increased to $1.2 million for the first
quarter  of 2004 as compared to the $.5 million earned in the first quarter
of  2003.   Strong  performance in the Custom  Engineered  Wheels  business
combined  with  improvements in the Marine Products business accounted  for
the increase.

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 expect  that  an
environmental study will be conducted 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  $343
accrual  as  of  January  31, 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  are  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 ease by the end of our second  quarter
and continued to stabilize through the end of 2003.  Resin pricing was more
stable in the first quarter of 2004, but has seen some increases with  more
expected in the second quarter.  We have been more successful in pre-buying
certain  materials  and managing these some of the increase,  however,  the
direction,  degree  of  volatility, and 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 and borrowings from third parties.  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:

                                          Three Months Ended
     (Dollars in millions)               Jan. 31,    Feb. 1,
                                           2004        2003

     Net cash used for
     operating activities                 $   (3.3)  $   (1.1)
                                          =========  =========
     Net cash used for
     investing activities                 $  ( 8.9)  $   (4.6)
                                          =========  =========
     Net cash provided by/(used for)
     financing activities                $    12.4   $    4.5
                                         =========   ========
     (Decrease)/increase in cash
     and equivalents                     $      .4   $  ( 1.0)
                                         =========   =========

      Operating cash flows provided by net earnings increased 25%, to  $7.7
million  for  the  first quarter of 2004 from $6.2 million  for  the  first
quarter  2003.   Changes  in current assets and  liabilities,  net  of  the
effects of acquisitions, used $19.9 million of our operating cash flows  in
2004  compared  to $16.3 million in the first quarter of  2003.   Operating
cash  flows provided by changes in accounts receivable totaled $3.2 million
due  to seasonally lower sales in the first quarter.  Operating cash  flows
used  for  changes in inventory totaled $14.3 million due to the  selective
pre-buys  of  raw  materials ahead of announced  price  increases  and  the
typical  transition  to what is traditionally the Company's  highest  sales
level in the second quarter of our fiscal year.  Operating cash flows  used
for  changes in accounts payable totaled $6.4 million as a result  of  pre-
buying inventory that is paid under discounting terms prior to its use.

      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 quarter of 2004 were $5.2 million as compared to $4.6 million for
the   first  quarter  of  2003.   We  currently  anticipate  total  capital
expenditures  of approximately $25 million for fiscal 2004.   Business  and
outsourcing acquisitions totaled $3.7 million for the first quarter of 2004
as  compared  to  no  payments in the first  quarter  of  2003.   The  2004
acquistions  included  $1.5  million paid to complete  the  September  2003
acquisition  of  Trienda's extrusion business, and $2.2  million  spent  to
acquire  certain  equipment  and working capital  assets  from  the  former
Quality  Plastic Sheet operation and a long-term supply contract  from  its
largest customer.

      The cash flows provided by financing activities of $12.4 million  for
the  first  quarter  of  2004 were used to fund the  increases  in  working
capital and our capital expenditures during the period.

Financing Arrangements
      At  January 31, 2004, our total outstanding borrowings under the bank
credit  facilities were $166.1 million at a weighted average interest  rate
of  6.0%  (including the effect of an interest rate swap).   We  had  $77.6
million  in total availability under the $258 million in credit facilities.
On  March  3, 2004, Spartech refinanced its unsecured bank credit  facility
providing aggregate availability of $200 million that will expire 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 0.625% to  1.25%
borrowing  margin and the agreement requires a fee of 0.10% to  0.275%  for
any unused portion of the facility.

       We  anticipate  that cash flows from operations, together  with  the
financing  and borrowings under our bank credit facility, will satisfy  our
working  capital  needs, regular quarterly dividends, and  planned  capital
expenditures for the next year.

      If our cash from operations 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. In
addition,  our  combined payment of dividends on our common stock  and  the
repurchase  of  common  shares  for treasury  is  limited  to  60%  of  our
cumulative consolidated net income since November 1, 1997.  At January  31,
2004,  we had approximately $49.9 million of unrestricted retained earnings
available  for  such  payments.   While we were  in  compliance  with  such
covenants through the first quarter 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.

     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 to pay down debt and $20 million invested in
short   term  investments  that  will  be  used  to  fund  future   capital
expenditures and strategic expansions.

Outlook

      As  we  move forward to the second quarter, we continue to see  signs
that  the  economy is improving.  We currently expect to see these positive
trends  in increased demand continue throughout the remainder of the fiscal
year.    Based  on  the  expectation  of  consistently  stronger   economic
conditions  the company should continue to generate improved year-over-year
earnings results in each quarter during 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
     customer's  credit worthiness, as determined by our  review  of  their
     current  credit information.  We continuously monitor collections  and
     payments  from  our customers and maintain a provision  for  estimated
     credit  losses based upon our historical experience and  any  specific
     customer collection issues identified.  While such credit losses  have
     historically   been  within  our  expectations  and   the   provisions
     established,  we cannot guarantee that we will continue to  experience
     the same 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 inventory. A significant increase in the demand for  our  raw
     materials  could  result  in a short-term  increase  in  the  cost  of
     inventory  purchases  while a significant  decrease  in  demand  could
     result in an increase in the amount of excess inventory quantities  on
     hand.  In addition, most of our business is custom products, where the
     loss  of  a  specific customer could increase the amount of excess  or
     obsolete  inventory on hand.  Although we make every effort to  ensure
     the   accuracy  of  our  forecasts  of  future  product  demand,   any
     significant  unanticipated changes in demand could have a  significant
     impact on the value of our inventory and the operating results.

     Acquisition Accounting - We have made several acquisitions  in  recent
     years.   All  of  these  acquisitions  have  been  accounted  for   in
     accordance  with the purchase method, and accordingly, the results  of
     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 - We review the carrying value  of  our
     long-lived assets whenever events and changes in business indicate the
     carrying  value  of the assets may not be recoverable.   We  recognize
     impairment losses if expected future cash flows of the related  assets
     (based  on  our current projections of anticipated future cash  flows)
     are  less  than carrying value or where assets that are held for  sale
     are  deemed  to  be  valued in excess of the  expected  amount  to  be
     realized  upon  sale.  While we believe that our estimates  of  future
     cash  flows are reasonable, different assumptions regarding such  cash
     flows could materially affect our evaluations.

     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 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 our 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 January  31,  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 January 31, 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 6 (a).    Exhibits

     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 January 20, 2004 to furnish the
     press release providing guidance for the fiscal 2004 first quarter and
     annual financial results.

     The Company filed a Form 8-K dated December 11, 2003 to furnish the
     press release announcing its fourth quarter and fiscal 2003 earnings.