June 13, 2006


Mr. Randy C. Martin
Chief Financial Officer, Spartech Corporation
120 S. Central Ave, Suite 1700
Clayton, MO 63105

Re:		Spartech Corproation
Form 10-K for the fiscal year ended October 29, 2005
Form 10-Q for the quarter ended January 28, 2006
      File No. 1-5911


Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Significant Accounting Policies, Estimates and Judgments
Revenue Recognition, page 24

1. We note that you manufacture products to custom specifications
agreed upon with the customer in advance.  Please clarify for us
if
you recognize revenue upon customer acceptance or upon shipment.
If
you recognize revenue upon shipment, please demonstrate for us
your
compliance with the current accounting guidance set forth in SAB
101
and 104.

Valuation of Long Lived Assets, page 25

2. We note your disclosure of your current policy regarding the
valuation of long-lived assets.  Because Goodwill represents
approximately 33% of your total assets, we believe that you should
provide more detailed disclosures of the assumptions you use when
analyzing goodwill for impairment.  Please provide us with revised
disclosures for use in future filings.


Statement of Operations, page 31

3. We note you disclosed in MD&A on page 19 of your filing that
you
provide tolling services.  If applicable, in future filings,
separately disclose tolling service revenues and related costs of
services in the statements of operations as required by Rules 5-
03(b)(1) and (2) of Regulation S-X.

Note 3 - Restructuring, page 38

4. In future filings, please provide a reconciliation of the
beginning
and ending liability balances, relating to your exit and disposal
activities, showing separately the changes during the period
attributable to costs incurred and charged to expense, costs paid
and
otherwise settled, and any adjustments to the liability with an
explanation of the reason therefore, as required by paragraph
20.b.(2)
of SFAS 146.

Note 5 - Fixed Asset Charge, page 40

5. We note that you recorded a charge in the second quarter of FY
2005
related to non-existent equipment. Due to the number of
transactions,
passage of time since many of them occurred, and the weaknesses in
documentation and controls over these activities, you could not
specifically identify or allocate these asset write-offs to
distinct
fiscal years with any certainty. We presume this means that is was
evident that the assets may not have existed in reporting periods
prior to the second quarter of FY 2005. The amount of the write-
off
was 39% of pre-tax income.  As noted the magnitude of the impact
on
earlier periods is unknown.

APB 20 requires that errors in financial statement be corrected
through the retroactive adjustment of prior periods. Considering
this
requirement, it is unclear to us how you and your auditors came to
the
conclusion that the FY 2005 (and earlier period) financial
statements
are fairly presented in accordance with U.S. GAAP.

During the count process, you also identified equipment that
exists
and that you decided to liquidate. Please explain to us whether
those
liquidations may have represented obsolete, or inactive assets,
prior
to the time they were liquidated and should have been considered
unrealizable at any earlier period.

Also we note that in the second quarter of FY 2005, you included
the
following disclosures in your Form 10-Q, "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."
Help us better understand how the fixed asset write-off was
considered
to be a normal recurring adjustment.

Note 17 - Segment Information, page 50
6. We note that you have three reportable segments: Custom Sheet
and
Rollstock, Color and Specialty Compounds and Engineered Products.
It
appears from your disclosures elsewhere in the filing, including
the
Industry Overview on page two, your discussion of Operating
Segments
on page four, and the analysis of your business in MD&A, that you
may
have aggregated multiple operating segments into your reportable
segments.  Please provide us with a detailed explanation of how
you
determined both your operating segments and your reportable
segments.
Your response should specifically identify each of your operating
segments.  If you have aggregated any operating segments, please
tell
us why you believe this aggregation is appropriate based on the
guidance found in paragraph 17 of SFAS 131 and EITF 04-10.

Item 9A. Controls and Procedures, page 53

7. We note that "Spartech maintains a system of disclosure
controls
and procedures which are designed to ensure that information
required
to be disclosed by [you] in the reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported
within time periods specified under the SEC`s rules and forms."
And,
we note that your "certifying officers have concluded that the
disclosure controls and procedures were effective as of October
29,
2005, to provide reasonable assurance of the achievement of these
objectives."  In future filings, please revise to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your managements, including
your chief executive officer and chief financial officer, to allow
timely decisions regarding your disclosure.  See Exchange Act Rule
13a-15(e).  Alternatively, if appropriate, you may simply state
that
your disclosure controls and procedures are effective.

Certifications

8. We note that in your certifications where you are instructed to
insert the identity of the certifying individual you include the
title
of such individual.  This practice is not permissible as the
language
of the certifications required by Section 302 of Sarbanes-Oxley
and
our rules under that Section should not be altered in any way. The
certifying officer is required to certify in their personal
capacity.
Please ensure that in future filings your certification language
conforms exactly to the applicable rules.  In addition, please
have
your certifying officers supplementally represent to us that they
are
signing all of the certifications in their personal capacity.
Please
note this comment applies to both your fiscal year ended October
29,
2005 as well as your quarter ended January 28, 2006.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732, or to the
undersigned at (202) 551-3689.

Sincerely,



John Hartz
Senior Assistant Chief Accountant
Mr. Randy Martin
Spartech Corporation
June 13, 2006
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE