9


                       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 4, 2002


                          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 4, 2002:

     Common Stock, $.75 par value per share            26,915,412



                      SPARTECH CORPORATION AND SUBSIDIARIES

                                      INDEX

                                   May 4, 2002



PART I.   FINANCIAL INFORMATION                           PAGE
          CONSOLIDATED CONDENSED BALANCE SHEET -
          as of May 4, 2002 and November 3, 2001            3

          CONSOLIDATED CONDENSED STATEMENT OF
          OPERATIONS - for the quarter and six months
          ended May 4, 2002 and May 5, 2001                 4

          CONSOLIDATED CONDENSED STATEMENT OF
          CASH FLOWS - for six months ended
          May 4, 2002 and May 5, 2001                       5

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        6

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


PART II.  OTHER INFORMATION                                19

          SIGNATURES                                       20

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

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

                                     ASSETS
                                          May 4, 2002
                                           (unaudited)    Nov. 3, 2001
Current Assets
  Cash and equivalents                      $  11,987        $  8,572
  Receivables, net                            128,212         119,074
  Inventories                                  93,377          93,091
  Prepayments and other                         4,504           9,333
     Total Current Assets                     238,080         230,070

Property, Plant and Equipment                 397,157         389,072
  Less accumulated depreciation               128,403         114,917
     Net Property, Plant and Equipment        268,754         274,155

Goodwill                                      292,576         292,576

Other Assets                                   21,502          18,302
                                             $820,912        $815,103

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt       $ 18,104       $  18,225
  Accounts payable                             85,546          76,131
  Accrued liabilities                          29,640          24,568
     Total Current Liabilities                133,290         118,924

Long-Term Debt, Less Current Maturities       249,909         270,489

Other Liabilities                              57,955          59,144

     Total Long-Term Liabilities              307,864         329,633
Company-obligated manditorily redeemable
   convertible preferred securities of
   Spartech Capital Trust holding solely
   convertible subordinated debentures        150,000         150,000

Shareholders' Equity
  Common stock, 28,067,023
     shares issued in 2002 and 2001            21,050          21,039
  Contributed capital                          93,175          94,239
  Retained earnings                           154,750         145,909
  Treasury stock, at cost, 1,151,611 shares
     in 2002 and 1,367,437 shares in 2001    (27,074)        (30,410)
  Accumulated Other Comprehensive Income     (12,143)        (14,231)

     Total Shareholders' Equity               229,758         216,546
                                             $820,912        $815,103

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 4,  May 5,      May 4,  May 5,
                                 2002      2001      2002      2001

Net Sales                       $233,204  $252,099  $423,872  $492,734

Costs and Expenses
  Cost of sales                  197,146   209,393   360,653   410,374
  Selling and administrative      14,713    15,074    27,287    29,177
  Amortization of intangibles          -     2,040         -     4,090
                                 211,859   226,507   387,940   443,641

Operating Earnings                21,345    25,592    35,932    49,093
  Interest                         4,289     6,702     8,658    13,843
  Distributions on
   preferred securities of
   Spartech capital trusts         2,563     2,563     5,125     5,125

Earnings Before Income Taxes      14,493    16,327    22,149    30,125
  Income Taxes                     5,419     6,204     8,213    11,447

Net Earnings                    $  9,074 $  10,123  $ 13,936  $ 18,678


Net Earnings Per Common Share:

  Basic                         $    .34  $    .38  $    .52  $    .70
  Diluted                       $    .33  $    .37  $    .51  $    .69


Dividends Per Common Share      $   .095  $   .095  $   .190  $   .190




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 4, 2002   May 5, 2001

Cash Flows From Operating Activities
  Net earnings                              $  13,936        $ 18,678
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization           13,541          18,081
       Change in current assets and
          liabilities, net of effects of
          acquisitions                          8,614         (4,926)
       Other, net                                 905             203
     Net cash provided by operating
       activities                              36,996          32,036

Cash Flows From Investing Activities
  Capital expenditures                        (8,576)         (8,568)
  Retirement of assets                            492             448
  Business (Acquisitions)/Divestitures, net   (2,000)               -
     Net cash used for investing activities  (10,084)         (8,120)

Cash Flows From Financing Activities
  Bank borrowings for business acquisitions     4,690               -
  Net payments on revolving
     credit facilities                       (25,190)        (15,071)
  Payments on bonds and leases                  (201)           (631)
  Cash dividends on common stock              (5,096)         (5,065)
  Stock options exercised                       2,283             899
  Treasury stock acquired                           -         (5,068)
     Net cash used for
       financing activities                  (23,514)        (24,936)

  Effect of exchange rate changes on cash
     and equivalents                               17            (79)

Increase (Decrease)  In Cash and Equivalents    3,415         (1,099)

Cash and Equivalents At Beginning Of Period     8,572          10,495

Cash and Equivalents At End Of Period       $  11,987        $  9,396

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 wholly owned subsidiaries (the Company).  These  financial
statements  have  been  prepared on a condensed basis and, accordingly,  certain
information  and  note  disclosures normally included  in  financial  statements
prepared  in accordance with generally accepted accounting principles have  been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange  Commission.   In the opinion of management, the  financial  statements
contain all adjustments (consisting solely of normal recurring adjustments)  and
disclosures  necessary to make the information presented therein not misleading.
These  financial statements should be read in conjunction with the  consolidated
financial statements and accompanying footnotes thereto included in our November
3, 2001 Annual Report on Form 10-K.

      Our  fiscal year ends on the Saturday closest to October 31.  Fiscal  year
2001  included  53  weeks compared to 52 weeks in 2002.  As a  result,  the  six
months  ended  May  5, 2001 consists of 27 weeks, compared to  the  26-week  six
months  ended  May 4, 2002.  Operating results for any quarter are traditionally
seasonal  in  nature and are not necessarily indicative of the results  expected
for the full year.

      Freight  costs  for the Second Quarter of 2001 have been  reclassified  to
comply  with  EITF 00-10 "Accounting for Shipping and Handling Fees and  Costs."
The  reclassification  resulted in an increase to net  sales  and  corresponding
increase to cost of goods sold of $6.3 million.

NOTE B - Inventories

      Inventories  are  valued  at the lower of cost  (first-in,  first-out)  or
market.   Inventories at May 4, 2002 and November 3, 2001 are comprised  of  the
following components:

                                               2002            2001
          Raw materials                      $ 55,295        $ 55,803
          Finished goods                       38,082          37,288

                                             $ 93,377        $ 93,091


NOTE C - Goodwill and Other Intangible Assets

      In July 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 142, "Goodwill and  Other  Intangible
Assets."   SFAS  No.  142, among other things, eliminates  the  amortization  of
goodwill and certain identified intangible assets.  Effective November  4,  2001
the Company has adopted SFAS No. 142, as such goodwill is no
                      SPARTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         (Unaudited and dollars in thousands, except per share amounts)

longer being amortized against earnings.  Intangible assets, including goodwill,
that are not subject to amortization will be tested for impairment annually,  or
more  frequently if events or changes in circumstances indicate that  the  asset
might be impaired, using a two step impairment assessment. The first step of the
impairment test identifies potential impairment and compares the fair  value  of
the  reporting unit with its carrying amount, including goodwill.  We determined
that  the  Company has twelve reporting units based upon the discrete  financial
information  available  and  the manner in which  management  reviews  operating
results.

      If  the  fair  value  of the reporting unit exceeds its  carrying  amount,
goodwill  of the reporting unit is not considered impaired, and the second  step
of the impairment test is not necessary. If the carrying amount of the reporting
unit  exceeds  its fair value, the second step of the impairment test  shall  be
performed to measure the amount of impairment loss, if any.  The amounts used in
the transitional impairment test have been measured as of November 4, 2001.

      In  performing  step one of the test, we engaged an independent  appraisal
firm  to perform a valuation for each of our reporting units.  The firm reported
a  fair  value  conclusion for each of the reporting units based  on  historical
financial information and management's estimates of future results.  We compared
the  value  of  each  reporting unit to the carrying amount of  its  net  assets
including  goodwill.  In accordance with the transition provisions of  SFAS  No.
142,  we  have  conducted the first step of the impairment  tests  as  described
above.  As of November 4, 2001, the tests indicated that the fair value of  each
of  our  reporting units exceeded their carrying amount, therefore no impairment
charge was recorded upon adoption.




















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

  Goodwill and other Intangible Assets as of November 4, 2001 and May 4, 2002
are summarized in the following table:

                        May 4, 2002                     November 4, 2001
                Gross      Accum-        Net      Gross       Accum-      Net
 Reporting    Carrying     ulated     Carrying   Carrying     ulated   Carrying
  Segment      Amount      Amort-      Amount     Amount      Amort-    Amount
                           ization                           ization

Goodwill
Custom Sheet     200,181      17,281    182,900    200,181      17,281   182,900
& Rollstock
Color &           82,621      10,559     72,062     82,621      10,559    72,062
Specialty
Compounds
Molded &          44,117       6,503     37,614     44,117       6,503
Profile                                                                   37,614
Products

               $ 321,689  $ (29,113)  $ 292,576  $ 321,689  $ (29,113)  $292,576

Intangible     $   2,500  $     (46)   $  2,454  $       -  $        -
assets with                                                            $      -
finite lives

      Amortization expense for the three months ended May 4, 2002 was $21  which
represented  the  amortization  relating to  the  identified  intangible  assets
required  to  be amortized under SFAS No. 142. For each of the next  five  years
intangible amortization expense relating to these identified
intangibles will be $83.
      As  required by SFAS No. 142, the results for the prior year have not been
restated.  A reconciliation of net income for the second quarter and six  months
ended  May 5, 2001 as if SFAS No. 142 had been adopted at the beginning  of  the
prior year is presented below.

                                               3 Months  6 Months
                                                 2001      2001

Reported net income                             $ 10,123  $ 18,678
Add back:  Goodwill amortization (net of tax)   $  1,304  $  2,614
Adjusted net income                             $ 11,427  $ 21,292

Basic net income per share:
  Reported net income                           $    .38  $    .70
  Adjusted net income                           $    .44  $    .82

Diluted net income per share:
  Reported net income                           $    .37  $    .69
  Adjusted net income                           $    .42  $    .80



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


NOTE D - Cash Flow Information

     Supplemental information on cash flows and noncash transactions for the
quarters ended May 4, 2002 and May 5, 2001 is as follows:

                                               2002            2001
  Cash paid for:
     Interest                                $ 14,671        $ 17,715
     Income taxes                            $    974        $  6,159


Note E - 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 quarter  and  six
months ended May 4, 2002 and May 5, 2001 is as follows:

                              QUARTER ENDED     SIX MONTHS ENDED
                            May 4,     May 5,   May 4,     May 5,
                            2002     2001      2002         2001
Net Earnings                $  9,074 $ 10,123  $ 13,936   $ 18,678
Foreign currency
  translation adjustments        485   (1,220)      424      (458)
Cash flow hedge adjustments      117  (2,054)     1,664    (4,030)
Total Comprehensive Income  $  9,676 $  6,849  $ 16,024   $ 14,190





















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

Note F - Segment Information

  The Company's forty-four facilities are organized into three reportable
segments based on the nature of the products manufactured.
                              QUARTER       SIX MONTHS
                               ENDED
N                 2002                    2001       2002       2001
e
t
S
a
l
e
s
*
  Custom Sheet & Rollstock     $158,184   $166,726  $286,221    $ 322,655
  Color & Specialty              57,379     59,423   106,304      117,631
 Compounds
  Molded & Profile Products      17,641     25,950    31,347       52,448
     Total Net Sales           $233,204   $252,099  $423,872    $ 492,734

O
p
e
r
a
t
i
n
g
E
a
r
n
i
n
g
s
  Custom Sheet & Rollstock     $ 16,118   $ 18,583  $ 27,276    $  35,251
  Color & Specialty               6,531      6,629    11,575       12,816
 Compounds
  Molded & Profile Products       1,630      2,946     2,442        5,318
  Corporate/Other               (2,934)    (2,566)    (5,361)      (4,292)
     Total Operating           $ 21,345   $ 25,592  $ 35,932    $  49,093
 Earnings

  * Excludes intersegment sales of $7,468 and $6,794 for the three months
 ended   May 4, 2002 and May 5, 2001, respectively, and $12,150 and $15,335
 for the six   months ended May 4, 2002 and May 5, 2001, respectively,
 primarily from the color & compounds segment.








Note G - Recently Issued Accounting Standards Not Yet Adopted

      In  June  2001,  the  FASB  issued SFAS No.  143,  "Accounting  for  Asset
Retirement   Obligations"  ("SFAS  143").  SFAS  No.  143  addresses   financial
accounting  and  reporting for obligations associated  with  the  retirement  of
tangible long-lived assets and the associated asset retirement costs. It applies
to  all  entities and legal obligations associated with the retirement of  long-
lived assets that result from the acquisition, construction, development, and/or
the  normal operation of a long-lived asset. SFAS No. 143 requires that the fair
value  of  a liability for an asset retirement obligation be recognized  in  the
period  in  which it is incurred if a reasonable estimate of fair value  can  be
made.  The  associated asset retirement costs are capitalized  as  part  of  the
carrying  amount  of  the  long-lived asset and are  subsequently  allocated  to
expense  over  the  asset's useful life. This statement  is  effective  for  the
financial statements issued for fiscal years beginning after June 15, 2002  (the
company's fiscal year 2003).



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

The company will adopt SFAS No. 143 at the beginning of our 2003 fiscal year and
we  believe  it  will  not have a material effect on the financial  position  or
results of operations.

     In August 2001 the FASB issued SFAS No. 144, "Accounting for the Impairment
or  Disposal of Long-Lived Assets."  SFAS No. 144 addresses financial accounting
and  reporting for the impairment of long-lived assets and for long-lived assets
to  be disposed of. This statement supersedes SFAS No. 121, "Accounting for  the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to be Disposed  Of",
however, this statement retains the fundamental provisions of SFAS No.  121  for
(a)  recognition and measurement of the impairment of long-lived  assets  to  be
held  and  used  and (b) measurement of long-lived assets to be disposed  of  by
sale. This statement also supersedes the accounting and reporting provisions  of
APB  Opinion No. 30, "Reporting the Results of Operations Reporting the  Effects
of  Disposal  of  a  Segment  of  a  Business, and  Extraordinary,  Unusual  and
Infrequently Occurring Events and Transactions" for segments of a business to be
disposed of. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001 (the company's fiscal year 2003). The Company does not believe that the
adoption  of SFAS No. 144 will have a material effect on its financial  position
or results of operations.

Note H - Subsequent Events

     Acquisitions

      On June 4, 2002, Spartech completed an acquisition for all of the stock of
GWB  Plastics  Holding  Co. which is the parent of two operating  companies:  1)
UVTEC,   a  manufacturer  of  specialty  plastic  additives,  concentrates   and
engineered compounds, and 2)PolyTech South, a provider of color concentrates and
specialty  additives.  These businesses generated net sales  of  more  than  $40
million  during  the last twelve months. The cash price for this acquisition  is
approximately $48.5 million (subject to working capital adjustments) and will be
primarily  financed  from  the  net proceeds of our  equity  offering  that  was
completed on May 30, 2002.

  Equity Offering

     On May 30, 2002 Spartech completed a common stock offering ($22 per share)
for 2.4 million shares.  The approximately $50 million in proceeds (net of
expenses) received was used to finance the aforementioned strategic acquisition
and to reduce bank debt.  The offering increased the company's issued common
shares 8.6% to 30,460,682.
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations

      The  Company's  fiscal year ends on the Saturday closest  to  October  31.
Fiscal  year  2002 will include 52 weeks compared to 53 weeks  in  2001.   As  a
result,  the  six months ended May 4, 2002 consisted of 27 weeks, a  4%  shorter
operating  period than the 26-week six months ended May 5, 2001.  The  operating
results  presented below include discussions on a percentage of sales basis  for
more meaningful comparisons.

      Net  sales were $233.2 million and $423.9 million for the quarter and  six
months  ended May 4, 2002, representing a 7% and 14% decrease from  the  similar
periods  in 2001, an approximate 4% and 8% decrease after considering  the  July
2001  divestiture of Spartech's custom molded products business, along with  the
effect of the additional week reported in the first quarter of 2001.

      Net  sales of the Custom Sheet & Rollstock segment decreased 11% to $286.2
million  for the first six months of 2002 from the $322.7 million in  the  prior
year  period  primarily due to lower first quarter volume, lower  average  resin
costs  and  the extra week reported in 2001.  Net sales of the Color & Specialty
Compounds  segment decreased to $106.3 million from $117.6 million in the  first
six months 2002.  Volume for the group was flat compared to the prior year after
a  second  quarter  increase of 5% over the comparable period  last  year.   The
Molded  &  Profile  Products segment net sales decreased to $31.3  million  from
$52.4  million in the first six months 2001 following the July 2001 sale of  the
segment's custom molded products businesses.

      Cost  of  sales was $360.7 million for the first six months 2002, compared
with  $410.4  million  for  the first six months of 2001,  but  increased  as  a
percentage of net sales to 85.1% for 2002 from 83.3% for 2001.  Lower sales  due
to  raw  material price decreases and low first quarter demand resulted  in  the
increased Cost of Sales percentage.

      Selling  and  administrative expenses of $27.3 million for the  first  six
months  of 2002 decreased from $29.2 million for the first six months  of  2001,
but  increased to 6.4% of net sales from 5.9% in the first six months  of  2001.
The  costs  in  this category are primarily fixed, resulting in a  similar  cost
level  being incurred despite the lower level of sales during the six months  of
2002.

           Operating  earnings for the six months ended May 4, 2002  were  $35.9
million, or 8.5% of net sales, compared to $49.1 million or 10% of net sales for
the  corresponding  period  of  2001.  The  Custom  Sheet  &  Rollstock  Segment
experienced  lower  first quarter volumes and changes in product  mix  partially
offset  by  focused cost reduction efforts, supply-chain management  initiatives
and  the  elimination  of $3.2 million in goodwill amortization  charges,  which
resulted in an operating margin of 9.5% compared to 10.9% in 2001.  The Color  &
Specialty  Compounds segment's operating margin remained unchanged at 10.9%  for
the  first  six  months  of  2002  from 2001.   The  Molded  &  Profile  segment
experienced  the  largest percentage drop in operating earnings,  following  the
July  2001  sale  of  the segment's custom molded products  businesses  with  an
operating margin of 7.8% compared to 10.1% in 2001.

     Interest expense and distributions on preferred securities of $13.8 million
for the first six months of 2002 decreased from $19.0 million from the first six
months of 2001 as a result of $88.9 million of debt repayments in last 18 months
generated  from operating cash flow and the July 2001 sale of the custom  molded
products  business, the effect of the extra week in the first quarter  of  2001,
and a reduction of interest rates.

      Our effective tax rate was 37.1% for the first six months of 2002 compared
to  38.0%  in   the  similar period of 2001, reflecting an  improvement  in  our
combined  state  tax  rate  and ongoing benefits from research  and  development
credits.

      Net earnings of $13.9 million, or $.51 per diluted share, in the first six
months  2002 compared to $18.7 million, or $.69 per diluted share, in the  first
six  months  2001 as a result of the operating factors noted above. The  Company
adopted  Financial  Accounting Standards Board Statement No. 142  "Goodwill  and
Other  Intangible  Assets"  effective at the  beginning  of  fiscal  year  2002.
Statement  No.  142  requires  that goodwill  no  longer  be  amortized  against
earnings,  but instead tested for impairment at least annually.  Upon  adoption,
the Company did not have an impairment charge and eliminated the amortization of
goodwill, which totaled $4.1 million in the prior year six months ended  May  5,
2001.  Adjusted for the elimination of goodwill, diluted earnings per share  for
the six months ended May 4, 2001 would have been $.80.


Other Matters

      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 our 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.   We are not aware of any trends in the  petroleum  industry
that  will significantly affect our sources of raw materials in the future.  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  a  significant
impact  on the cost of our raw materials in a short period of time. We generally
manage  the impact of both increases and decreases in raw material costs through
the  matching of our inventory levels, current orders, the pass-through of price
changes  to  customers,  and  the negotiation of competitive  pricing  with  our
suppliers.



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.  Cash flows  for  the  periods  indicated  are
summarized as follows:
                                                    Six Months
                                                2002           2001
                                              (Dollars in millions)
  Net cash provided by
     operating activities                    $   37.0      $   32.0

  Net cash used for
     investing activities                    $  (10.1)     $   (8.1)

  Net cash used for
     financing activities                    $  (23.5)     $  (24.9)

  Increase (Decrease) in cash
     and equivalents                         $    3.4      $   (1.1)

      Operating  cash  flow  provided by net earnings decreased  25%,  to  $13.9
million  for  the  first six months 2002 from $18.7 million for  the  first  six
months  2001.   Operating  cash  flows used by changes  in  accounts  receivable
totaled  $8.1  million  due to seasonally higher sales in  the  second  quarter.
Operating  cash  flows  provided by changes in inventory  totaled  $.4  million.
Operating  cash  flows  provided  by changes in accounts  payable  totaled  $9.3
million.

      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 first six months 2002 and  2001
were $8.6 million, and we anticipate total capital expenditures of approximately
$20  million for fiscal 2002.  Our purchase of certain business from ProForm,  a
bath  and  shower surround manufacturer, and our investment in  X-Core,  LLC,  a
custom engineered wheels business totaled $4.7 million for the first quarter  of
fiscal  2002  and proceeds from the sale of the custom molded products  business
was $2.7 million.

      The cash flows used for financing activities was $23.5 million for the six
months  of  2002.   The  primary activity was the net bank repayments  of  $25.4
million, borrowings for acquisitions of $4.7 million, cash dividend payments  of
$5.1 million, and stock option proceeds of $2.3 million.



Financing Arrangements
     The following table summarizes our obligations under financing arrangements
and lease commitments as of May 4, 2002:

    Type of         Total     Less Than  1-3 Years   More Than  5 Years or
   Commitment       Amount     1 Year                 3 Years      More
                  Committed                           But Less
                                                       Than 5
                                                       Years
Bank Credit       $ 155,000  $       -   $       -   $ 155,000  $       -
Facilities
Unsecured Notes     103,572     17,857      50,716      28,570      6,429
Other Debt            9,441        247         287         283      8,624
Obligations
Convertible         150,000          -           -           -    150,000
Debentures
Operating Lease      25,947      5,909       9,983       5,989      4,066
Commitments
Standby Letters      11,936          -           -           -          -
of Credit
Total             $ 455,896  $  24,013   $  60,986   $ 189,842  $ 169,119
Contractual Cash
Obligations


      At  May  4,  2002, our total outstanding borrowings under the bank  credit
facilities were $155.0 million at a weighted average rate of 6.4% (including the
effect  of  an  interest rate swap).  We had $92.3 million in total availability
under  the  $260  million facilities, however this availability was  limited  to
$36.3  million due to bank covenant restrictions.  We anticipate that cash flows
from  operations,  together  with the financing and borrowings  under  our  bank
credit  facility,  will  satisfy  our working capital  need,  regular  quarterly
dividends, and planned capital expenditures for the next year.
     If our cash from operations was 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  became 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  May  4,  2002,  we had approximately $8.0  million  of  unrestricted
retained earnings available for such payments.  Future dividends are expected to
be  paid  from future earnings.  While we were in compliance with such covenants
in  2001  and currently expect to be in compliance during 2002, 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.

Significant Accounting Policies, Estimates and Judgments
      We  prepare  our  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 on with  the  customer  in
  advance,  and we inspect our products prior to shipment to ensure  that  these
  specifications  are met.  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 that 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
  credit loss rates that we have in the past.
*     Inventories - We value inventories at the lower of actual cost  (first-in,
  first-out)  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 operation 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
adjustments 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.
      For  additional information regarding our significant accounting policies,
see Note 1 to our 2001 Consolidated Financial Statements contained in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission.

Recently Issued Accounting Standards

      In July 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards (SFAS) No. 142 "Goodwill and  Other  Intangible
Assets."   SFAS  No.  142, among other things, eliminates  the  amortization  of
goodwill and certain identified intangible assets.  Effective November 4,  2001,
the  Company  has adopted SFAS No. 142, and no longer amortize goodwill  against
earnings.   Intangible  assets, including goodwill,  that  are  not  subject  to
amortization  will  be  tested for impairment annually, or  more  frequently  if
events  or  changes in circumstances indicate that the asset might be  impaired,
using  a  two  step  impairment assessment.  In accordance with  the  transition
provisions of SFAS No. 142, we have conducted the required testing and concluded
that the company's goodwill was not impaired.

      In  June  2001,  the  FASB  issued SFAS No.  143,  "Accounting  for  Asset
Retirement  Obligations."   SFAS  No.  143 addresses  financial  accounting  and
reporting  for obligations associated with the retirement of tangible long-lived
assets  and  the associated asset retirement costs.  It applies to all  entities
and  legal obligations associated with the retirement of long-lived assets  that
result  from  the  acquisition,  construction, development,  and/or  the  normal
operation of a long-lived asset.  SFAS No. 143 requires that the fair value of a
liability  for  an asset retirement obligation be recognized in  the  period  in
which  it  is incurred if a reasonable estimate of fair value can be made.   The
associated asset retirement costs are capitalized as part of the carrying amount
of  the  long-lived  asset and are subsequently allocated to  expense  over  the
asset's  useful life.  This statement is effective for the financial  statements
issued  for  fiscal years beginning after June 15, 2002 (our fiscal year  2003).
We  will adopt SFAF No. 143 at the beginning of our 2003 fiscal year and  we  do
not  believe it will have a material effect on our financial position or results
of operations.

      In  August  2001,  the  FASB  issued SFAS No.  144,  "Accounting  for  the
Impairment or Disposal of Long-Lived Assets."  SFAS No. 144 addresses  financial
accounting and reporting for the impairment of long-lived assets to be  disposed
of.   This statement supersedes SFAS No. 121, "Accounting for the Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of;"  however,  this
statement retains the fundamental provisions of SFAS No. 121 for recognition and
measurement of the impairment of long-lived assets to be held and used  and  for
measurement of long-lived assets to be disposed of by sale.  This statement also
supersedes  the  accounting and reporting provisions  of  APB  Opinion  No.  30,
"Reporting  the Results of Operations, Reporting the Effects of  Disposal  of  a
Segment  of  a  Business, and Extraordinary, Unusual and Infrequently  Occurring
Events and Transactions" for segments of a business to be disposed of.  SFAS No.
144  is effective for fiscal years beginning after December 15, 2001 (our fiscal
2003).  We do not believe that the adoption of SFAS No. 144 will have a material
effect on our financial position or results of operation.

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 13, 2002, Mr. Ralph B.
               Andy  was  elected as a Director of the Company  with  24,773,970
               votes  for,  130,104  against, and  1,454,887  abstentions.   Mr.
               Jackson W. Robinson was also elected as a director of the Company
               with   24,899,356  votes  for,  4,718  against,   and   1,454,887
               abstentions.   Mr.  Lloyd  E. Campbell  was  also  elected  as  a
               Director  of  the  Company  with  24,868,132  votes  for,  35,941
               against,  and  1,454,887  abstentions. Arthur  Andersen  LLP  was
               ratified  as  the  Company's auditor with 25,803,179  votes  for,
               511,595 against, and 46,193 abstentions.


Item 6 (a).    Exhibits

     11        Statement re Computation of Per Share Earnings

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

     A  report on Form 8-K, dated May 3, 2002 announcing a Change in Registrants
 Certifying  Accountant from Arthur Andersen to Ernst and Young filed  with  the
 Commission on May 3, 2002 and incorporated herein by reference.

     A  report  on  Form 8-K, dated May 30, 2002 announcing the  second  quarter
 2002  earnings and to file an underwriting agreement filed with the  Commission
 on May 30, 2002 and incorporated herein by reference.


                                   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 5, 2002                      /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 and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)