EXHIBIT 3.1
 AMENDED AND RESTATED CODE OF REGULATIONS
 OF
 MYERS INDUSTRIES, INC.
  ARTICLE I
SHAREHOLDERS
 Section 1. Annual Meeting
  Section 2. Special Meetings
  Section 3. Place of Meetings
  Section 4. Notice of Meetings  Waiver




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Section 5. Quorum  Adjournment
   Section 6. Proxies
  Section 7. Financial Reports
  1.
    
    A Balance Sheet containing a summary of the assets, liabilities, stated capital
and surplus (showing separately any capital surplus arising from unrealized
appreciation of assets, other capital surplus, and earned surplus) of the Company as of
a date not more than four (4) months before the date of such meeting; and
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2.
    
    A Statement of Profit and Loss and Surplus, including a summary of profits,
dividends paid, and other changes in the surplus accounts of the Company, for the year
ending with the date of such Balance Sheet.
  Section 8. Organization of Meetings
 (a)
    
    The Board of Directors shall determine from time to time the
Officer who shall preside at all Meetings of Shareholders.(b)
    
    The Secretary or Assistant Secretary shall act as secretary and
keep the minutes of all meetings and in the absence of the Secretary and
Assistant Secretary, the presiding Officer at the meeting shall appoint any
other Officer to act in his place.(c)
    
    At each meeting an alphabetically arranged list or classified
list of Shareholders of record who are entitled to vote as of the applicable
record date, showing their respective addresses and the number and class of
            shares held by each, shall be produced by the Secretary, Assistant Secretary or
the particular agent having charge of the transfer of the shares. This list,
when certified by such Officer or agent, shall be prima facie evidence of the
ownership or the facts shown therein.
 Section 9. Inspectors of Election
     3




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Section 10. Voting
  Section 11. Advance Notice of Shareholder Proposals
  th
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5




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Section 12. Advance Notice of Director Nomination
  th
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7




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ARTICLE II
BOARD OF DIRECTORS
 Section 1. General Powers
  Section 2. Number of Directors
  8




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Section 3. Election of Directors
   Section 4. Term of Office and Vacancies
   Section 5. Meetings
   Section 6. Action of Directors Without a Meeting
  9




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Section 7. Quorum
   Section 8. Committees
       10




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Section 9. Compensation
  ARTICLE III
RECORD DATES
  1.
    
    receive notice of or to vote at a Meeting of Shareholders,2.
    
    receive payment of any dividend or distribution,3.
    
    receive or exercise rights of purchase of or subscription for, or exchange or
conversion or, shares or other securities, subject to contract rights with respect
thereto, or4.
    
    participate in the execution of written consents, waivers or releases,
  ARTICLE IV
OFFICERS
 Section 1. General Provisions, Powers and Duties
  11




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Section 2. Term of Office and Vacancies
  Section 3. Chairman of the Board
  Section 4. President
  Section 5. Chief Executive Officer
  12




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Section 6. Vice Presidents
  Section 7. Secretary
  Section 8. Treasurer
  Section 9. Controller
  Section 10. Assistant Officers
  Section 11. Other Officers
  13




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ARTICLE V
CERTIFICATES FOR SHARES
 Section 1. Certificates for Shares
    Section 2. Transfer of Shares
  Section 3. Lost, Stolen or Destroyed Certificates
   14




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Section 4. Transfer Agents and Registrars
   ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
  ARTICLE VII
FISCAL YEAR
  ARTICLE VIII
CANCELLATION OF FORMER CODES OF REGULATIONS
  ARTICLE IX
EMERGENCY REGULATIONS
  15




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ARTICLE X
AMENDMENTS
  ARTICLE XI
OHIO CONTROL SHARE ACT
  16