SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549

                                    Form 10-Q


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

                   For the quarterly period ended May 1, 1999


                          Commission File Number 1-5911

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

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

          120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
                    (Address of principal executive offices)

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



     Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

Yes   x   No


     Number of common shares outstanding as of May 1, 1999:

     Common Stock, $.75 par value per share            26,790,962



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                   May 1, 1999



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of May 1, 1999 and October 31, 1998            3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and six months
          ended May 1, 1999 and May 2, 1998                 4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for six months ended
          May 1, 1999 and May 2, 1998                       5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        6

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


PART II.  OTHER INFORMATION                               14

          SIGNATURES                                      15

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                          May 1, 1999
                                           (unaudited)    Oct. 31,1998
Current Assets
  Cash and equivalents                       $  6,248        $  7,247
  Receivables, net                            107,517          91,631
  Inventories                                  64,414          64,859
  Prepayments and other                         6,825           9,459
     Total Current Assets                     185,004         173,196

Property, Plant and Equipment                 277,965         263,626
  Less accumulated depreciation                66,319          56,739
     Net Property, Plant and Equipment        211,646         206,887

Goodwill                                      150,095         148,668

Other Assets                                    6,493           4,558
                                             $553,238        $533,309

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $  8,960        $  8,948
  Accounts payable                             63,015          59,578
  Accrued liabilities                          29,464          32,466
     Total Current Liabilities                101,439         100,992

Long-Term Debt, Less Current Maturities       200,226         245,272

Other Liabilities                              36,531          33,449

     Total Long-Term Liabilities              236,757         278,721

Company-obligated manditorily redeemable
   convertible preferred securities of
   Spartech Capital Trust holding solely
   6.5% convertible subordinated debentures    50,000               -

Shareholders' Equity
  Common stock, 27,660,627 and 27,550,107
     shares issued in 1999 and 1998            20,738          20,663
  Contributed capital                          96,387          99,407
  Retained earnings                            66,666          50,185
  Treasury stock, at cost, 869,665 shares
     in 1999 and 688,917 shares in 1998      (15,804)        (11,875)
  Cumulative translation adjustments          (2,945)         (4,784)

     Total Shareholders' Equity               165,042         153,596
                                             $553,238        $533,309


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      SIX MONTHS ENDED
                                 May 1,    May 2,    May 1,    May 2,
                                 1999      1998      1999      1998

Net Sales                       $196,937  $165,707  $364,738  $298,788

Costs and Expenses
  Cost of sales                  161,871   137,789   299,475   248,390
  Selling and administrative      11,285     9,368    21,410    17,529
  Amortization of intangibles      1,001       709     1,998     1,250
                                 174,157   147,866   322,883   267,169

Operating Earnings                22,780    17,841    41,855    31,619
  Interest                         3,541     2,995     7,392     5,340
  Distributions on
   preferred securities of
   Spartech Capital Trust            509         -       509         -

Earnings Before Income Taxes      18,730    14,846    33,954    26,279
  Income Taxes                     7,625     5,983    13,692    10,395

Net Earnings                   $  11,105  $  8,863  $ 20,262  $ 15,884


Net Earnings Per Common Share:

  Basic                         $    .41  $    .33  $    .75  $    .60
  Diluted                       $    .38  $    .31  $    .70  $    .56


Dividends Per Common Share      $    .07  $    .06  $    .14  $    .12




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, 1999    May 2, 1998

Cash Flows From Operating Activities
  Net earnings                              $  20,262        $ 15,884
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization           11,426           7,776
       Change in current assets and
          liabilities, net of effects of
          acquisitions                        (6,584)            (99)
       Other, net                               2,495           2,031
     Net cash provided by operating
       activities                              27,599          25,592

Cash Flows From Investing Activities
  Capital expenditures                       (11,349)         (5,326)
  Final installment for Echlin                       -        (3,095)
  Retirement of assets                            235              23
  Business Acquisitions                      (10,437)       (128,933)
     Net cash used for investing activities  (21,551)       (137,331)

Cash Flows From Financing Activities
  Bank borrowings for business acquisitions    10,437         121,988
  Net borrowings (payments) on revolving
     credit facilities                        (4,224)        (12,288)
  Payments on bonds and leases                (2,645)           (922)
  Issuance of common stock                          -          10,000
  Cash dividends on common stock              (3,781)         (3,185)
  Stock options exercised                       1,967           1,296
  Treasury stock acquired                     (8,841)         (4,300)
  Other, net                                        -               -
     Net cash provided by (used for)
       financing activities                   (7,087)         112,589

  Effect of exchange rate changes on cash
     and equivalents                               40            (26)

Increase (Decrease) In Cash and Equivalents     (999)             824

Cash and Equivalents At Beginning Of Period     7,247           6,058

Cash and Equivalents At End Of Period       $   6,248        $  6,882

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


NOTE A - Basis of Presentation

      Our  consolidated  financial statements include the accounts  of  Spartech
Corporation and its wholly owned subsidiaries.  These financial statements  have
been  prepared  on a condensed basis and, accordingly, certain  information  and
note   disclosures  normally  included  in  financial  statements  prepared   in
accordance with generally accepted accounting principles have been condensed  or
omitted  pursuant  to the rules and regulations of the Securities  and  Exchange
Commission.  In the opinion of management, the financial statements contain  all
adjustments  (consisting solely of normal recurring adjustments) and disclosures
necessary  to  make  the  information presented therein not  misleading.   These
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial statements and accompanying footnotes thereto included in our  October
31, 1998 Annual Report on Form 10-K.

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


NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.   Inventories at May 1, 1999 and October 31, 1998 are comprised  of  the
following components:

                                               1999            1998
          Raw materials                      $ 38,927        $ 42,016
          Finished goods                       25,487          22,843

                                             $ 64,414        $ 64,859
















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


NOTE C - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for the six
months ended May 1, 1999 and May 2, 1998 is as follows:

                                               1999            1998
  Cash paid for:
     Interest                                $  8,039        $  5,823
     Income taxes                            $ 10,032        $  3,584



Note D - Comprehensive Income

     On November 1, 1998 we adopted Statement of Financial Accounting Standards
(SFAS) No. 130--"Reporting Comprehensive Income".  Comprehensive Income is an
entities change in equity during the period from transactions, events and
circumstances from non-owner sources.  A summary of our components of Total
Comprehensive Income follows:

                              QUARTER ENDED     SIX MONTHS ENDED
                              May 1,   May 2,    May 1,    May 2,
                            1999     1998      1999         1998
Net Earnings                $ 11,105  $ 8,863  $ 20,262   $ 15,884
Foreign currency
  translation adjustments      1,118      119     1,839      (927)
Total Comprehensive Income  $ 12,223  $ 8,982  $ 22,101   $ 14,957


     Our other comprehensive income consists solely of foreign currency
translation adjustments.  Accumulated other comprehensive income is represented
on the balance sheet as cumulative translation adjustments as of May 1, 1999 and
October 31, 1998, respectively.
                      SPARTECH CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)



Note E - Convertible Preferred Securities

      On  March  5,  1999 we issued $50 million of 6.5% convertible subordinated
debentures to Spartech Capital Trust, a Delaware trust we control. We  used  the
proceeds to repay borrowings under our bank credit facility. The debentures  are
the  sole asset of the Trust and eliminate in consolidation. The Trust purchased
the  debentures  with the proceeds of a $50 million private  placement  of  6.5%
convertible  preferred  securities of the Trust having an aggregate  liquidation
preference of $50 million and guaranteed by Spartech. The debentures:

     -  Are  convertible  along  with  the Trust preferred  securities,  at  the
         option  of  the preferred security holders, into shares of  our  common
         stock  at  a conversion price equivalent to $30.55 per share of  common
         stock, for a total of 1,636,661 shares;

     -  Are   redeemable   along  with  the  Trust  preferred   securities,   at
         Spartech's  option  on or after March 1, 2002,  at  a  price  equal  to
         104.56%  of  the  principal  amount plus  accrued  interest,  declining
         annually  to  a  price  equal  to  the principal  amount  plus  accrued
         interest by March 1, 2009; and

     -  Mature  and  are payable, along with the Trust preferred securities,  on
         March 1, 2014 if they have not been previously redeemed or converted.

Note F - Subsequent Event

     On May 24, 1999 we completed our acquisition of the net assets of the
Alltrista Plastic Packaging Division of Alltrista Corporation, a well-
established manufacturer of extruded sheet & rollstock packaging materials based
in Muncie, Indiana.  This operation, which has annual sales approaching $30
million, was added to our Extruded Sheet & Rollstock group, giving it now 19
production facilities.  The cash purchase price of approximately $34 million was
funded through our existing bank credit facility.

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

Results of Operations


      Net  sales were $196.9 million and $364.7 million for the quarter and  six
months  ended May 1, 1999, representing a 19% and 22% increase from the  similar
periods  in  1998.   These results include an increase in  pounds  sold  by  our
Extruded  Sheet & Rollstock and Color & Specialty Compounds Groups, the  January
7,  1999  acquisition  of  Lustro  Plastics Company,  and  the  March  31,  1998
acquisition of Polycom Huntsman, Inc.

      Our  Extruded  Sheet & Rollstock Group generated sales of  $230.4  million
during the first six months of 1999 compared to $224.2 million in the first  six
months  of  1998.  Base volume increased by 7% for the first six  months,  as  a
result  of strong sales to the packaging and recreation & leisure markets.   The
recent  acquisition of Lustro Plastics added another 4% to sales for  the  first
six  months.   Price and product mix changes had a negative 8% effect  on  sales
during  the  first six months of 1999.  Sales increased 103%  for  the  Color  &
Specialty  Compounds  group  to $107.6 million in  first  six  months  of  1999,
including incremental revenues of approximately $53.7 million generated  by  our
1998  acquisitions of Polycom Huntsman and Plasticolour.  The group's growth  in
base  volume  of  10% was partially offset by a 9% price/mix  decline  in  sales
dollars.   Our Molded & Profile Products group generated $26.7 million in  sales
for  the first six months of 1999.  The approximate 24% increase, from the prior
year, was primarily due to the October 1998 acquisition of Anjac-Doron.

      Cost  of  sales increased to $161.9 million for the quarter ended  May  1,
1999, compared with $137.8 million for the same period in 1998, but decreased to
82.2%  of  net sales for 1999 from 83.2% for 1998. The cost of sales percentages
were  82.1%  and  83.1% for the six months ended May 1, 1999 and  May  2,  1998,
respectively.  Our more favorable cost of sales percentages in 1999 represents a
decline  in  overall  raw material prices and improved production  efficiencies,
partially  offset  by  an  increase  in depreciation  as  a  result  of  capital
expenditures incurred during the last 24 months.

      Selling  and administrative expenses were $11.3 million and $21.4  million
for  the  quarter and six months ended May 1, 1999 compared to $9.4 million  and
$17.5  million for the similar periods in 1998.  On a percentage  of  net  sales
basis, selling and administrative costs for the quarter were unchanged at  5.7%.
The 1999 six-month percentage was also unchanged from the prior year at 5.9%.

      Operating  earnings for the quarter ended May 1, 1999 were  $22.8  million
(11.6%  of  net  sales) compared to $17.8 million (10.8% of net sales)  for  the
corresponding period in 1998.  Operating earnings for the six months  ended  May
1, 1999 were $41.9 million (11.5% of net sales) compared to $31.6 million (10.6%
of  net  sales)  for the six months in 1998.  These gains in operating  earnings
were   achieved   through  the  increased  sales  levels,  improved   production
efficiencies, cost containment efforts, and the declines in raw material prices,
discussed above.

      Interest  expense and Distributions on Preferred Securities  Distributions
for  the  quarter  and  six months ended May 1, 1999 of $4.1  million  and  $7.9
million  increased  from  the same periods in 1998 as  a  result  of  borrowings
related  to the Polycom Huntsman, Plasticolour, Anjac-Doron, and Lustro Plastics
acquisitions  completed  in March 1998, April 1998, October  1998,  and  January
1999, respectively.

     Our effective tax rate was approximately 40% for the quarter and six months
of 1999 and 1998.

Environmental

      We  operate under various laws and regulations governing employee  safety,
the  quantities  of  specified substances that may  be  emitted  into  the  air,
discharged  into waterways, and otherwise disposed of on and off our properties.
We do not anticipate that future expenditures for compliance with these laws and
regulations  will have a material effect on its capital expenditures,  earnings,
or competitive position.

      The  plastic  resins we use in our production process  are  crude  oil  or
natural  gas  derivatives  which are available from a  number  of  domestic  and
foreign suppliers.  Accordingly, our raw materials are only somewhat affected by
supply,  demand,  and price trends of the petroleum industry.   The  pricing  of
resins tends to be independent of crude oil or natural gas except in periods  of
anticipated  or  actual  shortages.  We are not  aware  of  any  trends  in  the
petroleum  industry which will significantly affect its sources of raw materials
in 1999.


Liquidity and Capital Resources

Cash Flow

      Our  primary  sources  of liquidity have been cash  flows  from  operating
activities and borrowings from third parties.  Our principal uses of  cash  have
been  to  support our operating activities, invest in capital improvements,  and
finance  strategic acquisitions.  Our cash flows for the periods  indicated  are
summarized as follows:

                                                    Six Months
                                               1999            1998
                                              (Dollars in millions)
  Net cash provided by
     operating activities                     $  27.6     $     25.6

  Net cash used for
     investing activities                     $ (21.6)    $   (137.3)
  Net cash provided by (used for)
     financing activities                     $  (7.1)     $   112.6
  Increase (Decrease) in cash and equivalents $  (1.0)     $      .8


   We continue to generate strong cash flows from operations, resulting from the
28%  increase  in  net  earnings  in the first half  of  1999  compared  to  the
corresponding period of the prior year, net of the impact of changes in  working
capital.  Operating cash flows used for changes in working capital totaled  $6.6
million  in the six months ended May 1, 1999.  This was primarily the result  of
the increased level of receivables derived from our expanded sales level.

   Our primary investing activities are capital expenditures and acquisitions of
businesses  in  the  plastics  industry.   Capital  expenditures  are  primarily
incurred  to  maintain and improve productivity, as well  as  to  modernize  and
expand  facilities.  Capital expenditures for the six months ended May  1,  1999
and  May  2,  1998  were  $11.3  million and  $5.3  million,  respectively.   We
anticipate  total capital expenditures of approximately $24 million  for  fiscal
1999, including expenditures for the most recent acquisitions.

     The cash flows used by financing activities were $7.1 million for the first
six  months  of  1999.   The primary activity was the bank borrowings  of  $10.4
million  for the Lustro Plastics Company acquisition, net repayment of  debt  of
$6.9  million, cash dividend payments of $3.8 million, and purchases of treasury
stock, net of options exercised, of $6.8 million.




Financing Arrangements

      On  March  5,  1999 we issued $50 million of 6.5% convertible subordinated
debentures to Spartech Capital Trust, a Delaware trust we control. We  used  the
proceeds to repay borrowings under our bank credit facility. The debentures  are
the  sole asset of the Trust and eliminate in consolidation. The Trust purchased
the  debentures  with the proceeds of a $50 million private  placement  of  6.5%
convertible  preferred  securities of the Trust having an aggregate  liquidation
preference of $50 million and guaranteed by Spartech. The debentures:

     -  Are  convertible  along  with  the Trust preferred  securities,  at  the
         option  of  the preferred security holders, into shares of  our  common
         stock  at  a conversion price equivalent to $30.55 per share of  common
         stock, for a total of 1,636,661 shares;

     -  Are   redeemable   along  with  the  Trust  preferred   securities,   at
         Spartech's  option  on or after March 1, 2002,  at  a  price  equal  to
         104.56%  of  the  principal  amount plus  accrued  interest,  declining
         annually  to  a  price  equal  to  the principal  amount  plus  accrued
         interest by March 1, 2009; and

     -  Mature  and  are payable, along with the Trust preferred securities,  on
         March 1, 2014 if they have not been previously redeemed or converted.

     On June 8, 1999, we announced the completion of a secondary public offering
of  2,328,968  previously issued and outstanding shares  of  our  common  stock.
These  shares  represented  all the common stock of the  Company  owned  by  two
selling  shareholders,  TCW Group, Inc. and Huntsman International  Corporation.
In  addition  to  the shares offered by the selling shareholders,  we  sold  the
underwriters an additional 345,000 shares to cover over-allotments.   The  stock
was  sold  to  the  public  at $24.00 per share.  The offering  was  led  by  an
underwriting  group  managed  by First Analysis Securities  Corporation,  EVEREN
Securities, Inc., and Janney Montgomery Scott Inc.  The net proceeds received by
the  Company from the sale of the over-allotment shares, $7.6 million,  will  be
used  to repay bank credit facility borrowings and will support future strategic
expansions.
      We  anticipate that cash flow from operations, together with the financing
and  borrowings under our bank credit facility, will satisfy our working capital
needs,  regular  quarterly dividends, and planned capital expenditures  for  the
next year.


Year 2000

     We have instituted a plan to help ensure that we have no material business
interruptions related to Year 2000 issues.  The plan consists of evaluation,
prioritization, analysis, testing, correction, and contingency planning. We have
completed the testing and correction phases with regard to substantially all of
our systems. Our current state of readiness is:

     -  Major Business Systems.  Our major business systems include all
     financial, sales, purchasing, product manufacturing, inventory management,
     and logistics modules. We have performed formal testing on all of these
     major business systems with no transitional problems being identified. We
     will continue to monitor these systems for any new, unforeseen issues that
     may arise.

     -  Information Technology (IT) Systems Infrastructure.  We have completed
     over 90% of the evaluation and upgrade of our existing IT systems
     infrastructure company-wide. Areas that we have evaluated include
     workstations, servers, network hardware, operating software, and
     application software. We have not identified any significant issues to
     date, and our target completion date is July 1999.

     -  Non-IT Systems.  We are over 90% complete in evaluations of compliance
     with respect to non-IT systems such as process control equipment,
     analytical equipment, quality systems, HVAC systems, security systems and
     material handling systems. We have not identified any significant issues
     to date, and our target completion date is July 1999.

     -  Third Party Issues.  We have surveyed our key supply chain business
     partners including key raw material suppliers, process control equipment
     providers, and key providers of utilities, telecommunications, waste
     management and transportation. We are over 90% complete with this process,
     with no indications that the supply of key materials or services will be
     interrupted by Year 2000 related problems. The surveying process is
     expected to be complete by August 1999.

     We have not incurred, nor do we expect to incur, any material costs related
to our Year 2000 compliance efforts. Amounts spent on information technology,
and non-IT equipment upgrades, have been planned in accordance with continual
efforts to upgrade our capabilities.

     At this time, we believe that all major Year 2000 software, hardware, and
business-related issues have been identified. In addition, substantially all
internal Year 2000 necessary actions have occurred though normal maintenance and
upgrade plans. However, due to the general uncertainty inherent in the Year 2000
issue we are unable to determine with certainty whether the consequences of Year
2000 failures will have a material impact on our financial position, results of
operations or cash flows. We believe the upgrades to systems and software that
have occurred should reduce the possibility of significant interruptions of
normal operations.  However, we may experience problems due to Year 2000
difficulties of others. We may experience either lost revenues or profits if any
of our major customers experience Year 2000 problems or if a mass interruption
to our supply chain occurs from the lack of readiness of our suppliers. In
addition, our customers or suppliers or our own production capabilities could
also be adversely affected in similar ways due to disruptions to the
transportation network or public utilities.

     We are in the process of developing contingency plans for the critical
aspects of our business. These plans will consist of manual back-up in case of
internal IT or non-IT systems failures, identification of alternative suppliers
for our key supply chain channels, providing IT disaster recovery resources, and
ensuring extra staffing is available near and over the Year 2000 transition.
These plans will be completed and available for final testing and implementation
by September 1999.

Other

       The   information  presented  herein  contains  certain   forward-looking
statements,  defined  in Section 21E of the Securities  Exchange  Act  of  1934.
Forward-looking  statements represent our judgement  relating  to,  among  other
things,  future results of operations, growth plans, sales, capital requirements
and  general industry and business conditions applicable to us.  They are  based
largely on our current expectations.  Our actual results could differ materially
from the information contained in the forward-looking statements due to a number
of  factors,  including changes in the availability and cost of  raw  materials,
changes  in the economy or the plastics industry in general, other unanticipated
events  that  may  prevent us from competing successfully  in  existing  or  new
markets,  and our ability to manage our growth effectively.  Investors are  also
directed  to the discussion of risks and uncertainties associated with  forward-
looking  statements contained in our Annual Report on Form 10-K filed  with  the
Securities and Exchange Commission.

                           PART II - OTHER INFORMATION

Item 4         Submission of Matters to a Vote of Security Holders

                                                                              At
               the Annual Shareholders meeting held March 10, 1999, Mr. Ralph B.
               Andy  was  elected as a Director of the Company  with  25,444,102
               votes  for,  57,819 against, and 1,443,161 shares  unvoted.   Mr.
               W.R.  Clerihue was also elected as a director of the Company with
               25,408,229  votes  for,  93,693  against,  and  1,443,161  shares
               unvoted.   Mr. Jackson W. Robinson was also elected as a Director
               of  the  Company with 25,489,564 votes for, 12,358  against,  and
               1,443,161  shares unvoted.  Arthur Andersen LLP was  ratified  as
               the Company's auditors with 25,550,983 votes for, 20,234 against,
               24,779 abstentions, and 1,349,386 shares unvoted.

Item 6 (a).    Exhibits

               11 Statement re Computation of Per Share Earnings

               27 Financial Data Schedule

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

               A  report  on  Form  8-K,  dated March 5,  1999,  announcing  the
               issuance  of  $50  million private placement of 6.5%  convertible
               preferred securities, filed on March 18, 1999.

               A  report  on  Form  8-K/A, dated March 31, 1998,  to  amend  the
               Company's  Form  8-K  filed on April 14, 1998  was  submitted  to
               adjust  and update the pro forma financial statements related  to
               the  Polycom  acquisition in connection with a current  Form  S-3
               filing.

               A  report  on  Form  8-K,  dated May  25,  1999,  announcing  the
               Company's  Second Quarter and Six Months 1999 Operating  Results,
               filed on May 25, 1999.

               A  report  on  Form  8-K/A, dated March 31, 1998,  to  provide  a
               modified  Report  of Independent Auditors for Polycom  SA,  filed
               May 27, 1999.

               A  report  on  Form  8-K,  dated May  24,  1999,  announcing  the
               acquisition of the net assets of the Alltrista Plastic  Packaging
               Division of Alltrista Corporation, filed on May 27, 1999.



                                   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 11, 1999                      /S/ Bradley B. Buechler
                                          Bradley B. Buechler
                                          Chairman, President and Chief
                                          Executive Officer
                                          (Principal Executive   Officer)



Date:  June 11, 1999                            /S/ Randy C. Martin

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