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 (Date of earliest event reported):

                               September 22, 2005
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                              SPARTECH CORPORATION
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             (Exact name of registrant as specified in its charter)


                                    DELAWARE
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                 (State or other jurisdiction of incorporation)


             1-5911                             43-0761773
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     (Commission File Number)       (IRS Employer Identification No.)


          120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
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            (Address of principal executive offices)       (Zip Code)


                                 (314) 721-4242
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              (Registrant's Telephone Number, Including Area Code)


Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):

 [ ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR230.425)

 [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

 [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

 [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))






                              SPARTECH CORPORATION

                                    FORM 8-K


Item 1.01.  Entry into A Material Definitive Agreement.

Effective September 22, 2005, pursuant to a standing resolution of its Board of
Directors approved on October 24, 2002, Spartech Corporation (the Company)
entered into a written Indemnification Agreement with its recently-elected
director Victoria M. Holt (see Item 5.02, below). The agreement with Ms. Holt is
identical in all material respects to the Indemnification Agreements previously
entered into between the Company and its other executive officers and directors.

The form of Indemnification Agreement was filed as Exhibit 10.10 to the
Company's Form 10-K filed with the Commission on January 17, 2003. It generally,
with certain exceptions, requires the Company to indemnify its directors and
officers against expenses, judgments, fines and penalties which the indemnified
party actually and reasonably incurs in connection with the defense or
settlement of proceedings to which he or she is made a party or is threatened to
be made a party by reason of the fact that he or she is or was a director or
officer of the Company or its subsidiaries. To be entitled to indemnification,
the indemnified party must have acted in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal proceeding, the indemnified party must
have had reasonable cause to believe that his or her conduct was not unlawful.

The Indemnification Agreement requires the Company to advance the indemnified
party's expenses upon the indemnified party's written request, provided that the
indemnified party undertakes in writing to repay the advances if and to the
extent it is ultimately determined that he or she is not entitled to
indemnification.

The indemnification rights of an indemnified party under the Indemnification
Agreement are not exclusive of any other rights the indemnified party may have,
but no payment is required to be made to the extent the indemnified party is
covered by the Company's directors and officers liability insurance policy.

No indemnification may be made under the Indemnification Agreement for expenses,
judgments, fines or penalties resulting from conduct by the indemnified party
which is finally adjudged to have been willful misconduct, knowingly fraudulent,
or deliberately dishonest.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

(d) On September 22, 2005 the Company's Board of Directors expanded the
membership of the Board from nine to ten members, and elected Victoria M. Holt
as a Class A director to fill the vacancy thereby created, for a term expiring
at the Company's 2006 Annual Meeting. The Board also named Ms. Holt to serve on
the Board's Compensation and Governance Committees. There was no arrangement or
understanding between Ms. Holt and any other persons pursuant to which Ms. Holt
was



selected as a director. There has been no transaction involving Ms. Holt
reportable under Section 404(a) of Regulation S-K. A copy of the Press Release
announcing Ms. Holt's election is an exhibit to this Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number       Description

10.1         Form of Indemnification Agreement, filed as Exhibit 10.10 to the
             Company's Form 10-K filed with the Commission on January 17, 2003
             and incorporated herein by reference.

99.1         Press Release announcing the election of Victoria M. Holt as a
             director of the Company.






                                   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 hereunto duly authorized.


                                  SPARTECH CORPORATION

Date  September 23, 2005             By /s/ JEFFREY D. FISHER
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                                     Jeffrey D. Fisher
                                     Senior Vice President and General Counsel