SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For The Fiscal Year Ended
    December 31,
    2010   Commission File Number
    001-08524
 MYERS INDUSTRIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  OHIO (State or other jurisdiction of
    incorporation or organization)

34-0778636(IRS Employer Identification
    Number)   1293 S. Main Street, Akron, Ohio

44301

(330) 253-5592(Address of Principal Executive
    Offices)

(Zip Code)

(Telephone Number)   Securities Registered Pursuant
    to
    Section 12(b) of the Act:

Name of Each Exchange
    On which registered:Common Stock, Without Par Value

New York Stock Exchange(Title of Class)   Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K.




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##### 





PART I
  ITEM 1.
    Business  (a)
    General
    Development of Business            
    Industry-leading innovation of niche, high margin products;
    Being the low-cost provider of certain commodity products where
    our brands excel;
    Achieving leadership in key product areas through breadth of
    offering, consistent quality and superior customer service;
    Concentrating our efforts on niche markets where our
    capabilities create profit opportunities for our customers and
    ourselves;
    Leveraging brand equity and capabilities to grow business with
    existing customers and cultivate new ones, particularly in
    emerging growth markets where we can deliver the greatest value
    and achieve the best returns;
    Investing in new technologies and processes to reinforce
    customer satisfaction and market strength across our key
    business segments;
    Succession plans through our management teams at all levels in
    the Company, ensuring the right people are in the right
    positions to grow;
    Selective acquisitions as opportunities arise to enhance our
    leadership in key markets;
    Potential divestiture of businesses with non-strategic products
    or markets, aligning our resources with the best avenues for
    long-term, profitable growth potential; and
    Consolidation and rationalization initiatives to reduce costs
    and improve productivity within the Companys manufacturing
    and distribution footprint. 1




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##### 



(b)
    Financial
    Information About Segments    (c)
    Description
    of Business       2




---



##### 



2010Continuing

Lawn and Garden

Material Handling

Distribution

Engineered ProductsOperations

Segment

Segment

Segment

SegmentNet Sales

$224mm

$258mm

$175mm

$105mm% of Total Net Sales

30%

34%

24%

14%Key Product Areas

   Plastic Horticultural Pots, Trays, Flats & Hanging Baskets
   Decorative Resin Planters
   Custom Products

   Plastic Reusable Containers & Pallets
   Plastic Storage & Organization Products
   Plastic Carts
   Metal Carts
   Wooden Dollies
   Custom Products

   Tire Valves & Accessories
   Tire Changing & Balancing Equipment
   Lifts & Alignment Equipment
   Service Equipment
   Hand Tools
   Tire Repair & Retread Equipment & Supplies
   Brake, Transmission & Allied Service Equipment & Supplies

   Rubber & Plastic Original Equipment Replacement Parts
   Tire Repair & Retreading Products
   Highway Markings
   Industrial Rubber
   Custom Rubber & Plastic ProductsProduct Brands

   Dillen®
   ITML®
   Listotm
   Pro Cal®
   Planters Pride®
   Akro-Mils Lawn & Garden®

   Akro-Mils®
   Buckhorn®
   Myers do Brasil®

   Myers Tire Supply®
   Myers Tire SupplyInternational®

   Ameri-Karttm
   Patch Rubbertm
   WEK®Key Capabilities & Services

   Product Design
   Prototyping
   Testing
   Material Formulation
   Injection Molding
   Thermoforming
   Co-Extrusion Thermoforming
   Custom Printing & Labeling
   Material Regrind & Recycling

   Product Design
   Prototyping
   Product Testing
   Material Formulation
   Injection Molding
   Structural Foam Molding
   Metal Forming
   Wood Fabrication
   Powder Coating
   Material Regrind & Recycling

   Broad Sales Coverage
   Local Sales & Inventory
   International Distribution
   Personalized Service
   National Accounts
   Product Training
   Repair/Service Training
   New Products Speed to Market

   Rubber Mixing
   Rubber Compounding
   Rubber Calendering
   Rubber Extrusion
   Rubber Injection Molding
   Plastic Blow Molding
   Co-Extrusion Blow Molding
   Plastic Rotational MoldingRepresentative Markets

   Horticulture:
-Growers
-Nurseries
-Greenhouses
- Retail Garden Centers
   Consumer
-Retail Garden Centers
-Retail Home Centers

   Agriculture
   Automotive
   Commercial
   Food Processing
   Food Distribution
   Healthcare
   Industrial
   Manufacturing
   Retail Distribution

   Retail Tire Dealers
   Truck Tire Dealers
   Auto Dealers
   Commercial Auto & Truck Fleets
   General Repair & Services Facilities
   Tire Retreaders
   Governmental Agencies

   Automotive OEM
   Industrial
   Mining
   Recreational Marine
   Recreational Vehicle
   Road Construction
   Sporting Goods
   Tire Repair
   Telecommunications  3




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##### 



Manufacturing
    Segments Overview
  Lawn and
    Garden Segment
  Dillen® ITML® Pro
    Cal®,

    Listotm,

    Planters Pride Akro-Mils Lawn &
    Gardentm
      point-of-sale
  Listo
  Planters
    Pride® Akro-Mils Lawn & Garden
    Products® ®
     4




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##### 



Material
    Handling Segment
  Buckhorn® Akro-Milstm
  Buckhorns
    and/or
    SeedBoxes tm Caliber® Citadel®
 5




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##### 



Akro-Mils ®
        Engineered
    Products Segment
  Ameri-Karttm Patch
    Rubbertm WEKtm 3-D
  WEK
 6




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##### 



Ameri-Kart
  Patch Rubber
      Distribution
    Segment Overview
  Myers
    Tire
    Supply® Myers Tire Supply
    International®
    Chicago Pneumatic Hennessy Corghi Ingersoll-Rand John Bean Co. Rotary
  on-site
   7




---



##### 



first-to-market
  Raw
    Materials & Suppliers  Manufacturing and
    Distribution Segments
      Competition
      Customer
    Dependence
    Employees
     8




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##### 



(d)
    Financial
    Information About Geographic Areas    (e)
    Available
    Information  Filings with the SEC
  Form 10-K;
  Form 10-Q;
  Form 8-K; and
    1-800-SEC-0330. http://www.sec.gov
  http://www.myersind.com Form 10-K.
  Corporate Governance Form 8-K
    ITEM 1A.
    Risk
    Factors  Form 10-K
 9




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##### 



Any
    significant increase in the cost of raw materials or disruption
    in the availability of raw materials could adversely affect our
    performance.
      and/or
  We
    incur inherent risks associated with our strategic growth
    initiatives.
  Our growth initiatives include:
    We may
    not realize the improved operating results that we anticipate
    from past acquisitions or from acquisitions we may make in the
    future and we may experience difficulties in integrating the
    acquired businesses or may inherit significant liabilities
    related to such businesses.
    
    we may have difficulty integrating the acquired businesses as
    planned, which may include integration of systems of internal
    controls over financial reporting and other financial and
    administrative functions;
    we may have delays in realizing the benefits of our strategies
    for an acquired business; 10




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##### 




    we may not be able to retain key employees necessary to continue
    the operations of an acquired business;
    acquisition costs may be met with cash or debt, increasing the
    risk that we will be unable to satisfy current financial
    obligations; and
    acquired companies may have unknown liabilities that could
    require us to spend significant amounts of additional capital.  Our
    results of operations and financial condition could be adversely
    affected by a downturn in the general markets or the general
    economic environment.
    We
    operate in a very competitive business
    environment.
    The
    results of operations for our Lawn and Garden Segment are
    influenced by weather conditions.
    Our
    operations depend on our ability to maintain continuous,
    uninterrupted production at our manufacturing facilities, which
    are subject to physical and other risks that could disrupt
    production.
     11




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##### 



We
    derive a portion of our revenues from direct and indirect sales
    outside the United States and are subject to the risks of doing
    business in foreign countries.
    
    fluctuations in currency exchange rates;
    limitations on the remittance of dividends and other payments by
    foreign subsidiaries;
    limitations on foreign investment;
    additional costs of compliance with local regulations; and
    in certain countries, higher rates of inflation than in the
    United States.    Our
    future performance depends in part on our ability to develop and
    market new products if there are changes in technology,
    regulatory requirements or competitive processes.
    We may
    not be successful in protecting our intellectual property
    rights, including our unpatented proprietary know-how and trade
    secrets, or in avoiding claims that we infringed on the
    intellectual property rights of others.
  and/or
 12




---



##### 



If we
    are unable to maintain access to credit financing, our business
    may be adversely affected.
        Future
    claims, litigation and regulatory actions could adversely affect
    our financial condition and our ability to conduct our
    business.
    Current
    and future environmental and other governmental laws and
    requirements could adversely affect our financial condition and
    our ability to conduct our business.
     13




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##### 



Environmental
    regulations specific to plastic products and containers could
    adversely affect our ability to conduct our
    business.
    Our
    insurance coverage may be inadequate to protect against
    potential hazardous incidents to our business.
    Our
    business operations could be significantly disrupted if members
    of our senior management team were to leave.
    Unforeseen
    future events may negatively impact our economic
    condition.
   14




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##### 



Equity
    Ownership Concentration
      Legal &
    Regulatory Actions
    ITEM 1B.
    Unresolved
    Staff Comments   15




---



##### 



ITEM 2.
    Properties    Distribution
  Approximate


ApproximateFloor Space


Land AreaLocation

(Square Feet)


(Acres)


UseAkron, Ohio


129,000



8


Executive offices and warehousingAkron, Ohio


60,000



5


WarehousingAkron, Ohio


31,000



2


WarehousingPomona, California


17,700



1


Sales and distributionEnglewood, Colorado


9,500



1


Sales and distributionPhoenix, Arizona


8,200



1


Sales and distributionIndianapolis, Indiana


7,800



2


Sales and distributionCincinnati, Ohio


7,500



1


Sales and distributionYork, Pennsylvania


7,400



3


Sales and distributionMinneapolis, Minnesota


5,500



1


Sales and distributionCharlotte, North Carolina


5,100



1


Sales and distributionSyracuse, New York


4,800



1


Sales and distributionFranklin Park, Illinois


4,400



1


Sales and distributionManufacturingSandusky, Ohio


305,000



8


Manufacturing and distributionSpringfield, Missouri


227,000



19


Manufacturing and distributionDawson Springs, Kentucky


209,000



36


Held for saleWadsworth, Ohio


197,000



23


Manufacturing and distributionSparks, Nevada


185,000



11


Held for saleBluffton, Indiana


175,000



17


Manufacturing and distributionRoanoke Rapids, N. Carolina


172,000



20


Manufacturing and distributionBristol, Indiana


166,000



12


Manufacturing and distributionJefferson, Ohio


115,000



11


Manufacturing and distributionLugoff, S. Carolina


115,000



12


Held for saleWaco, Texas


60,000



5


Manufacturing and distributionReidsville, North Carolina


53,000



17


Manufacturing and distribution  16




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##### 



Manufacturing
  ApproximateFloor Space

Expiration DateLocation

(Square Feet)

of Lease

UseMiddlefield, Ohio


632,000


September 30, 2025

Manufacturing and distributionBrantford, Ontario, Canada


216,000


January 9, 2012

Manufacturing and distributionCassopolis, Michigan


210,000


October 31, 2015

Manufacturing and distributionReidsville, N. Carolina


171,000


July 17, 2013

Manufacturing and distributionJaguariuna, Brazil


54,000


March 30, 2012

Manufacturing and distributionSpringfield, Missouri


49,000


October 31, 2011

Manufacturing and distributionBurlington, Ontario, Canada


46,000


January 9, 2012

Manufacturing and distributionMilford, Ohio


22,000


November 30, 2012

Administration and sales       ITEM 3.
    Legal
    Proceedings    clean-up
  Executive
    Officers of the Registrant
    Years asName

Age

Executive Officer

TitleJohn C. Orr


60



8


President and Chief Executive OfficerDonald A. Merril


46



5


Senior Vice President, Chief Financial Officer and Corporate
    SecretaryDavid B. Knowles


50



2


Executive Vice President and Chief Operating Officer    17




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##### 



PART II
  ITEM 5.
    Market
    for Registrants Common Stock and Related Stockholder
    Matters and Issuer Purchases of Equity Securities    2010

Sales PriceQuarter Ended

High

Low

DividendsMarch 31

$
10.85


$
8.12



0.065June 30


11.55



7.69



0.065September 30


8.64



6.20



0.065December 31


10.94



8.34



0.065   2009

Sales PriceQuarter Ended

High

Low

DividendsMarch 31

$
8.28


$
2.91



0.060June 30


10.67



6.52



0.060September 30


11.00



7.52



0.060December 31


10.85



7.99



0.060  18




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##### 



Form 10-K
  Comparison
    of 5 Year Cumulative Total Return
 Assumes Initial Investment of $100
 December 2010


2005



2006



2007



2008



2009



2010Myers Industries Inc.


Return%
    Cum $



100




8.75
    108.75




-4.72
    103.61




-43.24
    58.81




17.18
    68.91




10.13
    75.59S&P 500 Index  
    Total Return


Return%
    Cum $



100




15.79
    115.79




5.50
    122.16




-36.99
    76.97




26.45
    97.33




15.07
     112.00S&P 600 Index  
    Total Return


Return%
    Cum $



100




15.12
    115.12




-0.30
    114.78




-31.07
    79.11




25.57
    99.34




26.31
    125.47


19




---



##### 



ITEM 6.
    Selected
    Financial Data  Thousands
    of Dollars, Except Per Share Data
  2010


2009


2008


2007


2006Operations for the YearNet sales

$
737,618


$
701,834


$
813,541


$
855,705


$
699,312Cost of sales


573,094



530,939



616,879



628,748



505,735Selling


74,185



70,999



88,819



95,007



73,649General and administrative


65,968



77,297



72,394



86,684



62,864Impairment charges(1)


72,014



5,462



70,148







Other income(2)


(3,827
)










(26,750
)


Interest  net


7,205



8,304



11,336



15,292



15,644788,639



693,001



859,577



798,981



657,892Income (loss) from continuing operations before income taxes


(51,021
)


8,833



(46,035
)


56,724



41,420Income taxes


(8,187
)


1,838



(286
)


19,985



14,910Income (loss) from continuing operations


(42,834
)


6,995



(45,749
)


36,739



26,510Income (loss) from continuing operations per basic and diluted
    share

$
(1.21
)

$
0.20


$
(1.30
)

$
1.05


$
0.76Financial Position  At Year EndTotal assets

$
432,395


$
509,966


$
568,900


$
697,552


$
661,983Current assets


213,847



206,548



232,648



277,809



307,523Current liabilities


106,331



169,025



96,970



158,475



134,727Working capital


107,516



37,523



135,678



119,335



172,796Other assets


66,733



145,000



137,347



205,773



203,160Property, plant and equipment  net


151,815



158,418



198,905



213,970



151,300Less:Long-term debt, less current portion


83,530



38,890



169,546



167,253



198,275Other long term liabilities


5,936



5,682



6,396



4,014



12,922Deferred income taxes


24,793



38,371



43,149



50,540



35,401Shareholders Equity


211,805



257,998



252,839



317,270



280,659Common Shares Outstanding


35,315,732



35,286,129



35,235,636



35,180,192



35,067,230Book Value Per Common Share

$
6.00


$
7.31


$
7.18


$
9.02


$
8.00Other DataDividends(3)

$
9,209


$
8,436


$
8,451


$
17,495


$
7,174Dividends per Common Share(3)


0.26



0.24



0.24



0.50



0.20Average Basic Common Shares Outstanding during the year


35,304,817



35,266,939



35,211,811



35,140,581



34,978,269     (1)
    
    In the fourth quarter of 2010, the Company had a goodwill
    impairment charge of $72.0 million in its Lawn and Garden
    Segment. In 2009, the Company had impairment charges of
    $5.5 million related to certain property, plant and
    equipment related to the restructuring plans in its
    manufacturing segments. The fourth quarter of 2008 includes a
    goodwill impairment charge of $60.1 million related to the
    Companys Engineered Products Segment and impairment
    charges of $10.0 million for long-lived assets in the Lawn
    and Garden Segment.(2)
    
    In the fourth quarter of 2010, the Company recorded a
    non-operating gain of $3.8 ($4.4 million, net of related
    expenses) million related to a claims settlement. A
    non-operating gain of $26.8 million ($35.0 million,
    net of related expenses) was recognized during the fourth
    quarter of 2007. This gain resulted from a termination fee paid
    in connection with the Companys proposed merger.(3)
    
    Dividends in 2007 include a special dividend for
    $9.9 million accrued but not paid until 2008. 20




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##### 



ITEM 7.
    Managements
    Discussion and Analysis of Results of Operations and Financial
    Condition  Executive
    Overview
      Results
    of Operations: 2010 versus 2009
  Net
    Sales from Continuing Operations:
  Segment

2010


2009


Change


% ChangeLawn & Garden

$
223.8


$
220.3


$
3.5



2
%Material Handling

$
257.8


$
254.1


$
3.7



1
%Distribution

$
175.0


$
163.0


$
12.0



7
%Engineered Products

$
104.8


$
86.0


$
18.8



22
%Intra-segment elimination

$
(23.8
)

$
(21.5
)

$
(2.3
)


(11
)%TOTAL

$
737.6


$
701.8


$
35.7



5
%             Cost
    of Sales & Gross Profit from Continuing
    Operations:
  Cost of Sales and Gross Profit

2010


2009Cost of sales

$
573.1


$
530.9Gross profit

$
164.5


$
170.9Gross profit as a percentage of sales


22.3
%


24.3
%  21




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##### 



Selling,
    General and Administrative (SG&A) Expenses from
    Continuing Operations:
  SG&A Expenses

2010


2009


ChangeSG&A expenses

$
140.1


$
148.3


$
(8.2
)SG&A expenses as a percentage of sales


19.0
%


21.1
%


(2.1
%)     Impairment
    Charges from Continuing Operations:
    Interest
    Expense from Continuing Operations:
  Net Interest Expense

2010


2009


Change


% ChangeNet interest expense

$
7.2


$
8.3


$
(1.1
)


(13
)%Outstanding borrowings

$
83.8


$
104.3


$
(20.5
)


(20
)%Average borrowing rate


6.32
%


5.25
%


1.07



20
%     Income
    (Loss) Before Taxes from Continuing Operations:
  Segment

2010


2009


Change


% ChangeLawn & Garden

$
(74.6
)

$
16.7


$
(91.3
)


547
%Material Handling

$
22.6


$
13.6


$
9.0



66
%Distribution

$
15.2


$
13.7


$
1.5



11
%Engineered Products

$
8.9


$
0.8


$
8.1



1,013
%Corporate and interest

$
(23.0
)

$
(35.9
)

$
12.9



36
%TOTAL

$
(51.0
)

$
8.8


$
(59.8
)


680
%    22




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##### 



Income
    Taxes from Continuing Operations:
  2010


2009Income (loss) before taxes

$
(51.0
)

$
8.8Income tax (benefit) expense

$
(8.2
)

$
1.8Effective tax rate


16.0
%


20.8
%     Results
    of Operations: 2009 versus 2008
  Net
    Sales from Continuing Operations:
  Segment

2009


2008


Change%


ChangeLawn & Garden

$
220.3


$
272.8


$
(52.5
)


(19
)%Material Handling

$
254.1


$
261.2


$
(7.1
)


(3
)%Distribution

$
163.0


$
187.1


$
(24.1
)


(13
)%Engineered Products

$
86.0


$
119.7


$
(33.7
)


(28
)%Intra-segment elimination

$
(21.5
)

$
(27.3
)

$
5.7



(21
)%TOTAL

$
701.8


$
813.5


$
(111.7
)


(14
%)            23




---



##### 



Cost
    of Sales & Gross Profit from Continuing
    Operations:
  Cost of Sales and Gross Profit

2009


2008Cost of sales

$
530.9


$
616.9Gross profit

$
170.9


$
196.7Gross profit as a percentage of sales


24.3
%


24.2
%     Selling,
    General and Administrative (SG&A) Expenses from
    Continuing Operations:
  SG&A Expenses

2009


2008


ChangeSG&A expenses

$
148.3


$
161.2


$
(12.9
)SG&A expenses as a percentage of sales


21.1
%


19.8
%


1.3
%     Impairment
    Charges from Continuing Operations:
      Interest
    Expense from Continuing Operations:
  Net Interest Expense

2009


2008


Change


% ChangeNet Interest expense

$
8.3


$
11.3


$
(3.0
)


(27
)%Outstanding borrowings

$
104.3


$
171.6


$
(67.3
)


(39
)%Average borrowing rate


5.25
%


5.81
%


(0.56
)


(10
%)    24




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##### 



Income
    (Loss) Before Taxes from Continuing Operations:
  Segment

2009


2008


Change


% ChangeLawn & Garden

$
16.7


$
(1.8
)

$
18.5



Material Handling

$
13.6


$
26.6


$
(13.0
)


(49
)%Distribution

$
13.7


$
17.5


$
(3.8
)


(22
)%Engineered Products

$
0.8


$
(54.2
)

$
55.0



Corporate and interest

$
(35.9
)

$
(34.2
)

$
(1.7
)


(5
)%TOTAL

$
8.8


$
(46.0
)

$
54.8



     Income
    Taxes from Continuing Operations:
  2009


2008Income (loss) before taxes

$
8.8


$
(46.0
)Income tax expense

$
1.8


$
(0.3
)Effective tax rate


20.8
%


0.6
%     Financial
    Condition & Liquidity and Capital Resources
       25




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##### 



Required Level


Actual LevelInterest Coverage Ratio


2.25 to 1 (minimum
)


4.18Leverage Ratio


3.25 to 1 (maximum
)


1.42       Less than


2-3


4-51 Year


Years


Years


Thereafter


Total(Amounts in Thousands)Principal payments on debt

$
305


$
35,680


$
47,850


$



$
83,835Interest


4,069



8,135



3,362







15,566Lease payments


9,790



10,106



7,372



21,388



48,656Retirement benefits


721



936



801



5,867



8,325Total

$
14,885


$
54,857


$
59,385


$
27,255


$
156,382   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Market
    Risk and Derivative Financial Instruments
     26




---



##### 



Critical
    Accounting Policies
      last-in, first-in,
     27




---



##### 



Recent
    Pronouncements
  No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic
    820)  Fair Value Measurements and Disclosures
  ITEM 8.
    Financial
    Statements and Supplementary Data  Summarized
    Quarterly Results of Operations
 Thousands of Dollars, Except Per Share Data
  Quarter Ended 2010

March-31


June-30


September-30


December-31


TotalNet Sales

$
186,422


$
175,906


$
187,045


$
188,245


$
737,618Gross Profit


44,912



33,951



41,477



44,184



164,524Income (loss) from continuing operations


5,530



(1,099
)


3,219



(50,484
)


(42,834
)Basic and Diluted Per Share


0.16



(0.03
)


0.09



(1.43
)


(1.21
)   Quarter Ended 2009

March-31


June-30


September-30


December-31


TotalNet Sales

$
182,689


$
165,439


$
165,412


$
188,294


$
701,834Gross Profit


55,480



41,305



36,526



37,585



170,895Income (loss) from continuing operations


6,257



(725
)


(580
)


2,042



6,995Basic and Diluted Per Share


0.18



(0.02
)


(0.02
)


0.06



0.20      28




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
    of Directors
    Myers Industries, Inc.:
              29




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
  Statements
    of Consolidated Income (Loss)
  For the
    Years Ended December 31, 2010, 2009 and 2008
  2010


2009


2008(Dollars in thousands, except share data)Net sales

$
737,618


$
701,834


$
813,541Cost of sales


573,094



530,939



616,879Gross profit


164,524



170,895



196,662Selling expenses


74,185



70,999



88,819General and administrative expenses


65,968



77,297



72,394Impairment charges


72,014



5,462



70,148212,167



153,758



231,361Operating income (loss)


(47,643
)


17,137



(34,699
)Other income, net


3,827



0



0InterestIncome


(561
)


(835
)


(1,262
)Expense


7,766



9,139



12,5987,205



8,304



11,336Income (loss) from continuing operations before income taxes


(51,021
)


8,833



(46,035
)Income tax (benefit) expense


(8,187
)


1,838



(286
)Income (loss) from continuing operations


(42,834
)


6,995



(45,749
)Income (loss) from discontinued operations, net of tax


0



(7,678
)


1,256Net loss

$
(42,834
)

$
(683
)

$
(44,493
)Income (loss) per common shareBasicContinuing operations

$
(1.21
)

$
0.20


$
(1.30
)Discontinued


0



(0.22
)


0.04Net loss

$
(1.21
)

$
(0.02
)

$
(1.26
)DilutedContinuing operations

$
(1.21
)

$
0.20


$
(1.30
)Discontinued


0



(0.22
)


0.04Net loss

$
(1.21
)

$
(0.02
)

$
(1.26
)   The accompanying notes are an integral part of these
    statements.
 30




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIESStatements of Consolidated Financial Position
    As of December 31, 2010 and 2009
  2010


2009(Dollars in thousands)AssetsCurrent AssetsCash

$
4,705


$
4,728Accounts receivable-less allowances of $2,950 and $4,402,
    respectively


98,799



86,674InventoriesFinished and in-process products


67,580



65,522Raw materials and supplies


28,824



34,67996,404



100,201Prepaid expenses


8,158



8,612Deferred income taxes


5,781



6,333Total Current Assets


213,847



206,548Other AssetsGoodwill


40,892



111,927Patents and other intangible assets


18,667



20,003Other


7,174



13,07066,733



145,000Property, Plant and Equipment, at CostLand


4,369



3,989Buildings and leasehold improvements


59,690



53,283Machinery and equipment


383,664



370,042447,723



427,314Less allowances for depreciation and amortization


(295,908
)


(268,896
)151,815



158,418$
432,395


$
509,966   The accompanying notes are an integral part of these
    statements.
 31




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
  Statements
    of Consolidated Financial Position
  As
    of December 31, 2010 and 2009
  2010


2009(Dollars in thousands, except share data)Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable

$
64,143


$
63,916Accrued expensesEmployee compensation


18,294



14,008Income taxes


5,891



6,405Taxes, other than income taxes


1,970



1,187Accrued interest


195



397Other


15,533



17,687Current portion of long-term debt


305



65,425Total Current Liabilities


106,331



169,025Long-term debt, less current portion


83,530



38,890Other liabilities


5,936



5,682Deferred income taxes


24,793



38,371Shareholders EquitySerial Preferred Shares (authorized 1,000,000 shares; none
    issued and outstanding)


0



0Common Shares, without par value (authorized
    60,000,000 shares; outstanding 35,315,732 and 35,286,129,
    respectively)


21,486



21,474Additional paid-in capital


281,376



278,894Accumulated other comprehensive income


10,164



6,777Retained deficit


(101,221
)


(49,147
)211,805



257,998$
432,395


$
509,966   The accompanying notes are an integral part of these
    statements.
 32




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
    Statements of Consolidated Shareholders Equity and
    Comprehensive Income (Loss)
    For the Years Ended December 31, 2010, 2009 and 2008
  AccumulativeAdditional


Other


Retained


ComprehensiveCommon Shares


Paid-In


Comprehensive


Income


IncomeNumber


Amount


Capital


Income (Loss)


(Deficit)


(Loss)(Dollars in thousands, except share and per share data)Balance as of December 31, 2007


35,180,192


$
21,417


$
273,618


$
9,320


$
12,915


$
51,559Net loss


0



0



0



0



(44,493
)


(44,493
)Sales under option plans


16,407



20



319



0



0



0Employees stock purchase plan


32,566



10



115



0



0



0Tax benefit for stock options


0



0



5



0



0



0Dividend reinvestment plan


6,471



4



56



0



0



0Stock based compensation


0



0



1,875



0



0



0Foreign currency translation adjustment


0



0



0



(11,728
)


0



(11,728
)Dividends  $.24 per share


0



0



0



0



(8,451
)


0Pension liability


0



0



0



(2,161
)


0



(2,161
)Balance at December 31, 2008


35,235,636


$
21,451


$
275,987


$
(4,570
)

$
(40,029
)

$
(58,383
)Net loss


0



0



0



0



(683
)


(683
)Restricted shares issued


11,750



0



0



0



0



0Employees stock purchase plan


23,828



14



135



0



0



0Dividend reinvestment plan


14,915



9



113



0



0



0Stock based compensation


0



0



2,660



0



0



0Foreign currency translation adjustment


0



0



0



10,643



0



10,643Dividends  $.24 per share


0



0



0



0



(8,436
)


0Pension liability


0



0



0



704



0



704Balance at December 31, 2009


35,286,129


$
21,474


$
278,894


$
6,777


$
(49,147
)

$
10,664Net loss


0



0



0



0



(42,834
)


(42,834
)Restricted shares issued


10,750



0



0



0



0



0Sales under option plans


5,650



4



20



0



0



0Dividend reinvestment plan


13,203



8



136



0



0



0Stock based compensation


0



0



2,326



0



0



0Foreign currency translation adjustment


0



0



0



3,413



0



3,413Dividends  $.26 per share


0



0



0



0



(9,240
)


0Pension liability, net of tax


0



0



0



(26
)


0



(26
)Balance at December 31, 2010


35,315,732


$
21,486


$
281,376


$
10,164


$
(101,221
)

$
(39,447
)   The accompanying notes are an integral part of these
    statements.
 33




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES
    Statements of Consolidated Cash Flows
    For the Years Ended December 31, 2010, 2009 and
    2008
  2010


2009


2008(Dollars in thousands)Cash Flows From Operating ActivitiesNet loss

$
(42,834
)

$
(683
)

$
(44,493
)Net loss (income) from discontinued operations


0



7,678



(1,256
)Items not affecting use of cashDepreciation


30,628



33,132



34,437Impairment charges


72,014



5,462



70,148Amortization of other intangible assets


2,922



3,136



3,344Non cash stock compensation


2,326



2,660



1,875Deferred taxes


(13,285
)


(1,405
)


(3,339
)Gain on sale of property, plant and equipment


(733
)


(3,621
)


(389
)Cash flow provided by (used for) working capitalAccounts receivable


(11,449
)


7,385



25,280Inventories


4,958



10,872



6,002Prepaid expenses


548



(3,962
)


1,102Accounts payable and accrued expenses


543



12,501



(31,757
)Net cash provided by operating activities of continuing
    operations


45,638



73,155



60,953Net cash (used for) provided by operating activities of
    discontinued operations


0



(817
)


996Net cash provided by operating activities


45,638



72,338



61,949Cash Flows From Investing ActivitiesAcquisition of business, net of cash acquired


(411
)


(1,177
)


0Proceeds from sale of property, plant and equipment


5,213



8,401



1,576Additions to property, plant and equipment


(20,533
)


(15,995
)


(40,577
)Other


358



737



408Net cash used for investing activities of continuing operations


(15,373
)


(8,034
)


(38,593
)Net cash provided by (used for) investing activities of
    discontinued operations


0



10,036



(399
)Net cash (used for) provided by investing activities


(15,373
)


2,002



(38,992
)Cash Flows From Financing ActivitiesRepayment of long term debt


(65,380
)


(6,950
)


0Net borrowing (repayment) of credit facility


44,900



(62,160
)


7,356Cash dividends paid


(9,209
)


(8,436
)


(18,302
)Proceeds from issuance of common stock


138



271



523Excess tax benefit from options exercised


0



0



5Deferred financing costs


(1,169
)


0



0Net cash used for financing activities of continuing operations


(30,720
)


(77,275
)


(10,417
)Net cash used for financing activities of discontinued operations


0



(4,000
)


0Net cash used for financing activities


(30,720
)


(81,275
)


(10,417
)Foreign Exchange Rate Effect on Cash


432



1,246



(9,682
)Net (decrease) increase in cash


(23
)


(5,689
)


2,858Cash at January 1


4,728



10,417



7,559Cash at December 31

$
4,705


$
4,728


$
10,417Supplemental Disclosures of Cash Flow InformationCash paid during the year forInterest

$
6,920


$
8,317


$
10,749Income taxes

$
9,468


$
5,896


$
19,340   The accompanying note are an integral part of these
    statements.
 34




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial Statements
 Amounts
    in thousands, except as otherwise noted
  Summary
    of Significant Accounting Policies
  Basis of
    Presentation
    Translation
    of Foreign Currencies
    Fair
    Value Measurement
  Fair Value Measurements and Disclosures
           35




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
  Concentration
    of Credit Risk
    Inventories
  last-in, first-in,
    Property,
    Plant and Equipment
    Buildings


20 to 30 yearsLeasehold Improvements


7 to 10 yearsMachinery and Equipment


3 to 12 yearsVehicles


1 to 3 years   Long-Lived
    Assets
   36




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    Revenue
    Recognition
    Accumulated
    Other Comprehensive Income (Loss)
    2010


2009


2008Foreign currency translation adjustments

$
12,234


$
8,821


$
(1,822
)Pension adjustments


(2,070
)


(2,044
)


(2,748
)Total

$
10,164


$
6,777


$
(4,570
)   Shipping
    and Handling
    Stock
    Based Compensation
    Income
    Taxes
    Income Taxes
 37




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    Goodwill
    and Intangible Assets
         38




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
      Material


Engineered


Lawn andDistribution


Handling


Products


Garden


TotalDecember 31, 2008

$
214


$
30,383


$



$
79,265


$
109,862Acquisitions














1,376



1,376Impairments


















Foreign currency translation














689



689December 31, 2009

$
214


$
30,383


$



$
81,330


$
111,927Acquisitions










707







707Impairments














(72,014
)


(72,014
)Foreign currency translation














272



272December 31, 2010

$
214


$
30,383


$
707


$
9,588


$
40,892         2010








2009Accumulated








AccumulatedLife

Gross


Amortization


Net


Gross


Amortization


NetTradename(1)

Various

$
4,340



(2
)

$
4,338


$
4,043



0


$
4,043Customer Relationships(2)

6 - 13 years


13,897



(7,002
)


6,895



13,564



(5,432
)


8,133Technology

7.5 years


2,821



(2,118
)


703



2,100



(2,100
)


Patents

10 years


10,900



(4,178
)


6,722



10,900



(3,088
)


7,812Non-Compete

3 years


428



(419
)


9



412



(396
)


17$
32,386


$
(13,719
)

$
18,667


$
31,019


$
(11,016
)

$
20,003       39




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
  Net
    Income (Loss) Per Common Share
    2010


2009


2008Weighted average common shares outstandingBasic


35,304,817



35,266,939



35,211,811Dilutive effect of stock options










Weighted average common shares outstanding diluted


35,304,817



35,266,939



35,211,811     Merger
    Agreement
      Discontinued
    Operations
     40




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
   2009


2008Net Sales

$
26,604


$
54,289Loss before income taxes


(11,806
)


(957
)Income tax benefit


(4,128
)


(481
)Net loss

$
(7,678
)

$
(476
)     Acquisitions
      Restructuring
   41




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
          Severanceand


OtherPersonnel


Exit Costs


TotalBalance at December 31, 2007

$
19


$



$
19Provision


92



5,588



5,680Less: Payments


(111
)


(5,588
)


(5,699
)Balance at December 31, 2008

$



$



$
Provision


3,102



15,938



19,040Less: Payments


(2,679
)


(14,287
)


(16,966
)Balance at December 31, 2009

$
423


$
1,651


$
2,074Provision






2,736



2,736Less: Payments


(423
)


(3,624
)


(4,047
)Balance at December 31, 2010

$



$
763


$
763     Stock
    Compensation
   42




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
        ExerciseYear

Options


Price2010


345,600


$
9.97 to $12.462009


614,869


$
8.19 to $10.922008


604,621


$
9.00 to $12.55     ExerciseYear

Options


Price2010


5,650


$
8.002009






2008


16,169


$
8.00 to $11.15     Range of Exercise





Weighted AverageYear

Outstanding


Prices


Exercisable


Exercise Price2010


1,845,210


$
8.00 to $18.62



1,191,865


$
12.212009


1,681,169


$
8.00 to $18.62



1,095,383


$
12.212008


1,193,376


$
8.00 to $18.62



445,750


$
13.66      43




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    2010


2009


2008Monte


Monte


BlackModel

Carlo


Carlo


ScholesRisk free interest rate


3.09
%


2.66
%


3.38
%Expected dividend yield


2.86
%


1.67
%


1.91
%Expected life of award (years)


5.18



4.83



5.25Expected volatility


48.77
%


58.2
%


41.41
%Fair value per option share

$
3.01


$
3.87


$
4.10     Average


Weighted


AggregateExercise


Average


IntrinsicShares


Price


Life


ValueOutstanding at December 31, 2009


1,681,169


$
12.21Options Granted


345,600



10.56Options Exercised


(5,650
)


8.00Cancelled or Forfeited


(175,909
)


12.27Outstanding at December 31, 2010


1,845,210


$
11.65



7.14 years



0Exercisable at December 31, 2010


1,191,865


$
12.21       Contingencies
    clean-up
 44




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
      Long-Term
    Debt and Credit Agreements
    2010


2009Credit agreement

$
47,300


$
2,400Senior notes


35,000



100,000Industrial revenue bonds


1,535



1,91583,835



104,315Less current portion


305



65,425$
83,530


$
38,890            45




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    Required Level


Actual LevelInterest Coverage Ratio


2.25 to 1 (minimum
)


4.18Leverage Ratio


3.25 to 1 (maximum
)


1.42     Retirement
    Plans
      2010


2009


2008Underfunded


Underfunded


UnderfundedService cost

$
39


$
60


$
88Interest cost


320



324



325Expected return on assets


(300
)


(259
)


(429
)Amortization of net loss


59



94



10Net periodic pension cost

$
118


$
219


$
(6
)     2010


2009Benefit obligation at beginning of year

$
5,757


$
5,782Service cost


39



60Interest cost


320



324Actuarial loss


327



25Expenses paid


(73
)


(39
)Benefits paid


(397
)


(396
)Benefit obligation at end of year

$
5,973


$
5,757     2010


2009


2008Discount rate for net periodic pension cost


5.75
%


5.75
%


5.75
%Discount rate for benefit obligations


5.25
%


5.75
%


5.75
%Expected long-term return of plan assets


8.00
%


8.00
%


8.00
%    46




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    2010


2009Fair value of plan assets at beginning of year

$
3,951


$
3,492Actual return on plan assets


465



894Expenses paid


(73
)


(39
)Benefits paid


(397
)


(396
)Fair value of plan assets at end of year

$
3,946


$
3,951     2010


2009U.S. Equities securities


81
%


79
%U.S. Debt securities


18



20Cash


1



1Total


100
%


100
%     2010


2009Projected benefit obligation

$
5,973


$
5,757Plan assets at fair value


3,946



3,951Funded status

$
(2,027
)

$
(1,806
)       2011

$
3902012


3882013


3912014


3822015


3802016-2020


1,839      47




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    Leases
      Year Ended December 31,

Commitment2011

$
9,7902012


5,6772013


4,4292014


3,8972015


3,475Thereafter


21,388Total

$
48,656   Income
    Taxes
    Percent of Income before Income Taxes2010


2009


2008Statutory Federal income tax rate


35.0
%


35.0
%


35.0
%State income taxes  net of Federal tax benefit


(1.4
)


4.1



(0.9
)Foreign tax rate differential


(5.1
)


(21.0
)


0.9Non-deductible goodwill of $26.7 million in 2010 and $41.9
    in 2008


(16.2
)






(31.9
)Valuation allowances






(3.6
)


Non-Taxable Claims Settlement Gain


2.6







Domestic production deduction


0.8



(2.4
)


Non-deductible expenses


(0.9
)


3.9



(0.5
)Other


1.2



4.8



(2.0
)Effective tax rate for the year


16.0
%


20.8
%


0.6
%     2010


2009


2008United States

$
(18,807
)

$
3,431


$
(45,965
)Foreign


(32,214
)


5,402



(70
)Totals

$
(51,021
)

$
8,833


$
(46,035
)  48




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
    2010


2009


2008Current


Deferred


Current


Deferred


Current


DeferredFederal

$
5,712


$
(12,933
)

$
1,080


$
171


$
610


$
(1,087
)Foreign


(1,519
)


(544
)


1,265



(1,227
)


2,705



(3,147
)State and local


983



115



898



(349
)


(262
)


895$
5,176


$
(13,362
)

$
3,243


$
(1,405
)

$
3,053


$
(3,339
)     2010


2009Deferred income tax liabilitiesProperty, plant and equipment

$
24,707


$
23,895Tax-deductible goodwill


1,803



14,453Other intangibles






36State deferred taxes


2,042



2,138Other


314



61028,866



41,132Deferred income tax assetsCompensation


4,063



3,412Inventory valuation


1,852



1,133Allowance for uncollectible accounts


1,008



1,138Non-deductible accruals


2,932



3,411Capital loss carryforwards


26,138



26,138Net operating loss carryforwards


1,251



1,16037,244



36,392Valuation Allowance


(27,390
)


(27,298
)9,855



9,094Net deferred income tax liability

$
19,012


$
32,038      49




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
      TotalBalance at January 1, 2009

$
6,653Increases related to current year tax positions


157Decreases related to previous year tax positions


(203
)Expiration of the statute of limitations for the assessment of
    taxes


(490
)Balance at December 31, 2009

$
6,117Increases related to current year tax positions


198Increases related to previous year tax positions


79Expiration of the statute of limitations for the assessment of
    taxes


(627
)Balance at December 31, 2010

$
5,767         Industry
    Segments
  Industry Segments
     50




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
        51




---



##### 



MYERS
    INDUSTRIES, INC. AND SUBSIDIARIES.
  Notes to
    Consolidated Financial
    Statements  (Continued)
 Amounts
    in thousands, except as otherwise noted
  2010


2009


2008Net SalesLawn and Garden

$
223,809


$
220,312


$
272,803Material Handling


257,806



254,045



261,189Distribution


174,917



162,991



187,132Engineered Products


104,763



86,030



119,691Intra-segment elimination


(23,677
)


(21,544
)


(27,274
)$
737,618


$
701,834


$
813,541Income (Loss) Before Income TaxesLawn and Garden

$
(74,650
)

$
16,686


$
(1,794
)Material Handling


22,577



13,625



26,638Distribution


15,154



13,660



17,490Engineered Products


8,865



787



(54,192
)Corporate


(15,762
)


(27,621
)


(22,840
)Interest
    expense-net


(7,205
)


(8,304
)


(11,337
)$
(51,021
)

$
8,833


$
(46,035
)Identifiable AssetsLawn and Garden

$
136,539


$
227,274


$
241,725Material Handling


169,599



183,435



187,923Distribution


47,234



43,870



44,654Engineered Products


41,044



42,770



83,320Corporate


37,979



12,617



11,278$
432,395


$
509,966


$
568,900Capital Additions, NetLawn and Garden

$
8,017


$
9,577


$
5,375Material Handling


8,912



5,617



32,849Distribution


332



90



332Engineered Products


1,861



711



1,884Corporate


1,411







137$
20,533


$
15,995


$
40,577DepreciationLawn and Garden

$
12,587


$
12,916


$
15,401Material Handling


14,200



14,668



13,557Distribution


271



309



336Engineered Products


3,200



4,831



4,798Corporate


370



408



345$
30,628


$
33,132


$
34,437  52




---



##### 



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    ITEM 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-a5(e)
      Changes
    in Internal Control Over Financial Reporting
    Managements
    Annual Assessment of and Report on Internal Control Over
    Financial Reporting
  Rule 13a-15(f).
    Internal
    Control  Integrated Framework
 53




---



##### 



John C. Orr

Donald A. MerrilPresident and

Senior Vice President,Chief Executive Officer

Chief Financial Officer and
    Corporate Secretary  54




---



##### 



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
                55




---



##### 



ITEM 9B.
    Other
    Information.    PART III
  ITEM 10.
    Directors
    and Executive Officers of the Registrant            ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management    (C)Number of Securities(A)





Remaining Available forNumber of Securities


(B)


Future Issuance Underto be Issued Upon


Weighted-average


Equity CompensationExercise of


Exercise Price of


Plans (ExcludingOutstanding Options,


Outstanding Options,


Securities Reflected inPlan Category

Warrants or Rights


Warrants or Rights


Column (A))Equity Compensation Plans Approved by Security
    Holders(1)


2,022,460


$
11.22



977,540Equity Compensation Plans Not Approved by Security Holders


0



0



0Total


2,022,460







977,540     (1)
    
    This information is as of December 31, 2010 and includes
    the 2008 Stock Plan and 1999 Incentive Stock Plan. 56




---



##### 



ITEM 13.
    Certain
    Relationships and Related Transactions    ITEM 14.
    Principal
    Accounting Fees and Services    PART IV
  ITEM 15.
    Exhibits,
    Financial Statement Schedules    15.
    (A)(1)
    Financial Statements                15.
    (A)(2)
    Financial Statement Schedules    15.
    (B) Exhibits EXHIBIT INDEX3(a)

Myers Industries, Inc. Amended and Restated Articles of
    Incorporation. Reference is made to Exhibit 3(a) to
    Form 10-K
    filed with the Commission on March 16, 2005.3(b)

Myers Industries, Inc. Amended and Restated Code of Regulations.
    Reference is made to Exhibit 3.1 to
    Form 10-K
    filed with the Commission on March 12, 2010.10(a)

Myers Industries, Inc. Amended and Restated Employee Stock
    Purchase Plan. Reference is made to Exhibit 10(a) to
    Form 10-K
    filed with the Commission on March 30, 2001.10(b)

Form of Indemnification Agreement for Directors and Officers.
    Reference is made to Exhibit 10.1 to
    Form 10-Q
    filed with the Commission on May 1, 2009.*10(c)

Myers Industries, Inc. Amended and Restated Dividend
    Reinvestment and Stock Purchase Plan. Reference is made to
    Exhibit 10(d) to
    Form 10-K
    filed with the Commission on March 19, 2004.10(d)

Myers Industries, Inc. Amended and Restated 1999 Incentive Stock
    Plan. Reference is made to Exhibit 10(f) to
    Form 10-Q
    filed with the Commission on August 9, 2006.*10(e)

2008 Incentive Stock Plan of Myers Industries, Inc. Reference is
    made to Exhibit 4.3 to Form S-8 filed with the
    Commission on March 17, 2009.* 57




---



##### 



EXHIBIT INDEX10(f)

Amendment No. 1 to the 2008 Incentive Stock Plan of Myers
    Industries, Inc. Reference is made to Exhibit 10.1 to
    Form 8-K filed with the Commission on August 3, 2010.*10(g)

Myers Industries, Inc. Executive Supplemental Retirement Plan.
    Reference is made to Exhibit (10)(g) to
    Form 10-K
    filed with the Commission on March 26, 2003.*10(h)

Amended and Restated Employment Agreement between Myers
    Industries, Inc. and John C. Orr effective June 1, 2008.
    Reference is made to Exhibit 10.1 to
    Form 8-K
    filed with the Commission on June 24, 2008.*10(i)

First Amendment to Amended and Restated Employment Agreement
    between Myers Industries, Inc. and John C. Orr entered into as
    of April 21, 2009. Reference is made to Exhibit 10.1 to
    Form 8-K filed with the Commission on April 22, 2009*10(j)

Second Amendment to Amended and Restated Employment Agreement
    between Myers Industries, Inc. and John C. Orr entered into as
    of March 8, 2010. Reference is made to Exhibit 10.1 to
    Form 8-K filed with the Commission on March 9, 2010.*10(k)

Non-Disclosure and Non-Competition Agreement between Myers
    Industries, Inc. and John C. Orr dated July 18, 2000.
    Reference is made to Exhibit 10(j) to
    Form 10-Q
    filed with the Commission on May 6, 2003.*10(l)

Amendment to the Myers Industries, Inc. Executive Supplemental
    Retirement Plan (John C. Orr) effective June 1, 2008.
    Reference is made to Exhibit 10.2 to Form 8-K filed with the
    Commission on June 24, 2008.*10(m)

Employment Agreement between Myers Industries, Inc. and David B.
    Knowles dated June 19, 2009. Reference is made to Exhibit 10.1
    to Form 8-K filed with the Commission on June 22, 2009.*10(n)

Non-Disclosure and Non-Competition Agreement between Myers
    Industries, Inc. and David B. Knowles dated June 19, 2009.
    Reference is made to Exhibit 10.2 to Form 8-K filed with the
    Commission on June 22, 2009.*10(o)

Amendment to Myers Industries, Inc. Executive Supplemental
    Retirement Plan (David B. Knowles) effective June 19, 2009.
    Reference is made to Exhibit 10.3 to Form 8-K filed with the
    Commission on June 22, 2009.*10(p)

Employment Agreement between Myers Industries, Inc. and Donald
    A. Merril dated January 24, 2006. Reference is made to
    Exhibit 10(k) to
    Form 10-K
    filed with the Commission on March 16, 2006.*10(q)

Amendment to the Myers Industries, Inc. Executive Supplemental
    Retirement Plan (Donald A. Merril) dated January 24, 2006.
    Reference is made to Exhibit 10(l) to Form 10-K filed with the
    Commission on March 16, 2006.*10(r)

Non-Disclosure and Non-Competition Agreement between Myers
    Industries, Inc. and Donald A. Merril dated January 24, 2006.
    Reference is made to Exhibit 10(m) to Form 10-K filed with the
    Commission on March 16, 2006.*10(s)

Third Amended and Restated Loan Agreement between Myers
    Industries, Inc. and JP Morgan Chase Bank, National
    Association, as Agent, dated as of November 19, 2010. Reference
    is made to Exhibit 10.1 to
    Form 8-K
    filed with the Commission on November 23, 2010.10(t)

Note Purchase Agreement between Myers Industries, Inc. and the
    Note Purchasers, dated December 12, 2003, regarding the
    issuance of $35,000,000 of 6.81%
    Series 2003-A
    Senior Notes due December 12, 2013. Reference is made to
    Exhibit 10(o) to
    Form 10-K
    filed with the Commission on March 15, 2004.14(a)

Myers Industries, Inc. Code of Business Conduct and Ethics.
    Reference is made to Exhibit 14(a) to
    Form 10-K
    filed with the Commission on March 16, 2005.14(b)

Myers Industries, Inc. Code of Ethical Conduct for the Finance
    Officers and Finance Department Personnel. Reference is made to
    Exhibit 14(b) to
    Form 10-K
    filed with the Commission on March 16, 2005.21

List of Direct and Indirect Subsidiaries, and Operating
    Divisions, of Myers Industries, Inc.23

Consent of Independent Registered Public Accounting Firm (KPMG
    LLP)31(a)

Certification of John C. Orr, President and Chief Executive
    Officer of Myers Industries, Inc., pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002. 58




---



##### 



EXHIBIT INDEX31(b)

Certification of Donald A. Merril, Senior Vice President, Chief
    Financial Officer and Corporate Secretary of Myers Industries,
    Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.32

Certifications of John C. Orr, President and Chief Executive
    Officer, and Donald A. Merril, Senior Vice President, Chief
    Financial Officer and Corporate Secretary, of Myers Industries,
    Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.     *
    
    Indicates executive compensation plan or arrangement.**
    
    Pursuant to Item 601(b)(2) of
    Regulation S-K,
    certain exhibits and schedules have been omitted from this
    filing. The registrant agrees to furnish the Commission on a
    supplemental basis a copy of any omitted exhibit or schedule. 59




---



##### 



SIGNATURES
    Myers Industries, Inc.
  Donald
    A. Merril
         Signature

Title

Date/s/  Donald
    A. MerrilDonald
    A. Merril

Senior Vice President, Chief Financial Officer and Corporate
    Secretary (Principal Financial and Accounting Officer)

March 7, 2011/s/  Keith
    A. BrownKeith
    A. Brown

Director

March 7, 2011/s/  Vincent
    ByrdVincent
    Byrd

Director

March 7, 2011/s/  Robert
    A. StefankoRobert
    A. Stefanko

Director

March 7, 2011/s/  Richard
    P. JohnstonRichard
    P. Johnston

Director

March 7, 2011/s/  Edward
    W. KisselEdward
    W. Kissel

Director

March 7, 2011/s/  Sarah
    R. CoffinSarah
    R. Coffin

Director

March 7, 2011/s/  John
    C. OrrJohn
    C. Orr

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 7, 2011/s/  John
    B. CroweJohn
    B. Crowe

Director

March 7, 2011/s/  Jon
    H. OutcaltJon
    H. Outcalt

Director

March 7, 2011  60