Exhibit 14(b)

                             MYERS INDUSTRIES, INC.
                             CODE OF ETHICAL CONDUCT
                                     FOR THE
                FINANCE OFFICERS AND FINANCE DEPARTMENT PERSONNEL

      Adopted December 19, 2002; Amended and Restated as of April 22, 2003



         The financial officers of Myers Industries, Inc. ("Myers"), being the
Chief Financial Officer, Chief Executive Officer, President, Chief Operating
Officer and persons in like positions (collectively, "Finance Officers"), as
well as "Finance Department personnel" (as defined herein) for Myers, its
divisions and subsidiaries (collectively, the "Company"), bear a special
responsibility both inside and outside of the Company for promoting integrity
throughout the Company. They have a special role both to elaborate these
principles and to ensure that a culture exists throughout the Company that
ensures fair and timely reporting of the Company's financial results and
condition.

         For purposes of this Code, "Finance Department personnel" include all
of the following persons at the Company: (1) Controller, (2) Assistant
Controller(s), (3) Treasurer, (4) Assistant Treasurer(s), (5) Risk Manager, (6)
Tax Manager, and (7) the principal accounting personnel at each subsidiary
company and for each division.

         Because of their special role, the Finance Officers and the Finance
Department personnel are bound by this Code of Ethical Conduct for the Finance
Officers and Finance Department Personnel ("Financial Code of Ethics") and each
must:

         -        Act honestly and ethically to conduct themselves in an honest
                  and ethical manner in their professional duties, including
                  their handling of actual or apparent conflicts of interest
                  between personal and professional relationships.

         -        Provide information that is accurate, complete, objective,
                  relevant, and timely to ensure full, fair, accurate, and
                  timely, disclosure in reports and documents that the Company
                  files with, or submits to, the Securities and Exchange
                  Commission and in other public communications.

         -        Comply with applicable rules and regulations.

         -        Promptly report in writing, by e-mail or telecopy, to the
                  Chair of the Myers Disclosure Committee, Chair of the Myers
                  Audit Committee, and/or the Myers General Counsel, any conduct
                  that the individual believes to be a violation of law or
                  business ethics or of any provision of the Financial Code of
                  Ethics, including any transaction or relationship that
                  reasonably could be expected to give rise to such a conflict.


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                  If you are concerned about maintaining anonymity, you may
                  contact the AlertLine(R) Ethics and Compliance toll free
                  hotline established by the Company's Audit Committee at
                  877-285-4145, which is available worldwide, 24 hours a day, 7
                  days a week for reporting concerns on ethics, compliance, or
                  fraud.



         Violations of the Financial Code of Ethics, including failures to
report potential violations by others, will be viewed as a severe disciplinary
matter that may result in personnel action, including termination of employment.

         It is against Company policy to retaliate against any employee for good
faith reporting of violations of this Financial Code of Ethics.



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