SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                        
                                    FORM 8-K
                                        
                                        
                                 CURRENT REPORT
                                        
                                        
                  Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                                        
                                        
                         Date of Report    March 5, 1999
                                        
                              SPARTECH CORPORATION
              (Exact name of registrant as specified in its charter)
                                        
                                        
           DELAWARE                 1-5911               43-0761773  (State or
             other jurisdiction  (Commission           (IRS Employer
            of incorporation)         File Number)       Identification No.)
                                        
                                        
      7733 Forsyth Blvd., Suite 1450, Clayton, Missouri                63105
      (Address of principal executive offices)                      (Zip Code)
                                        
                                        
           Registrant's telephone number:              (314) 721-4242
                                        
                                        

                                        

                              SPARTECH CORPORATION

                                    FORM 8-K


Item 5.  Other Events

     On March 5, 1999, Spartech Corporation ("the Company" or "Spartech") issued
$50 million of 6.5% convertible subordinated debentures to Spartech Capital
Trust, a Delaware trust controlled by the Company.  The Company used the
proceeds to pay down our unsecured bank credit facility.  The debentures are the
sole assets of the Trust and eliminate in consolidation.  The Trust purchased
the debentures with the proceeds of a $50 million private placement of 6.5%
convertible preferred securities of the Trust having an aggregate liquidation
preference of $50 million and guaranteed by Spartech.  The debentures mature and
are payable, along with the Trust preferred securities on March 1, 2014, if they
have not been previously redeemed or converted.

     The debentures are convertible along with the Trust preferred securities,
at the option of the preferred security holders, into shares of our common stock
at a conversion price equivalent to $30.55 per share of common stock, for a
total of 1,636,661 shares.  In addition, the debentures are redeemable along
with the Trust preferred securities, at Spartech's option on or after March 1,
2002, at a price equal to 104.56% of the principal amount plus accrued interest,
declining annually to a price equal to the principal amount plus accrued
interest by March 1, 2009.

  
  
  
  
  
     

                                        2
Item 7.  Financial Statements and Exhibits



   Exhibits

    99 Spartech press release dated March 5, 1999.



                                        
                                        
                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1934, the registrant
has  duly  caused  this  report to be signed on its behalf  by  the  undersigned
hereunto duly authorized.


                              SPARTECH CORPORATION



Date    March 18, 1999                     By /S/ Randy C. Martin
                                      Randy C. Martin
                                      Vice President-Finance and
                                      Chief Financial Officer