1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                 March 31, 1997
                               ------------------------------------------

                                       or

| |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______________________ to ________________

                          Commission file number      I-8524
                                                ---------------

                             MYERS INDUSTRIES, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


              OHIO                                       #34-0778636
- -------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S.  Employer
 incorporation or organization)                      Identification No.)


    1293 SOUTH MAIN STREET, AKRON, OHIO                            44301
- -------------------------------------------------------------------------
   (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code                (330) 253-5592
                                                   -----------------------------

     Indicate whether the registrant (1) has filed all reports required to be 
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X    .   No         .
    -------       --------

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes       . No         .
                         -------     --------

     As of April 30, 1997, the number of shares outstanding of the issuer's
Common Stock was:

                                   16,874,710

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                                     -1-

                      PART  I  -  FINANCIAL INFORMATION
                      ---------------------------------
                           MYERS INDUSTRIES, INC.
                           ----------------------
           CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
                 AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
           ------------------------------------------------------



                                                      March 31,      December 31,
       ASSETS                                           1997             1996     
       -----------                                  -------------    -------------
                                                               
       CURRENT ASSETS
            Cash and temporary cash investments       $7,534,793       $5,600,349
            Accounts receivable-less allowances
                of $2,228,000 and $2,213,000,
                respectively                          56,762,581       57,604,506

            Inventories
                Finished and in-process products      35,907,812       33,042,266
                Raw materials and supplies             6,999,725        6,788,086 
                                                    -------------    -------------
                                                      42,907,537       39,830,352
            Prepaid expenses                           2,378,310        3,274,673 
                                                    -------------    -------------
               TOTAL CURRENT ASSETS                  109,583,221      106,309,880

       OTHER ASSETS
            Excess of cost over fair value of net
                assets of companies acquired          14,207,270       14,328,410
            Patents and other intangible assets        2,669,806        2,750,530
            Other                                      2,540,644        3,072,974 
                                                    -------------    -------------
                                                      19,417,720       20,151,914
       PROPERTY, PLANT & EQUIPMENT, AT COST
            Land                                       2,410,409        2,547,509
            Buildings and leasehold improvements      39,224,731       38,918,648
            Machinery and equipment                  115,708,334      108,594,273 
                                                    -------------    -------------
                                                     157,343,474      150,060,430
            Less allowances for depreciation and
                amortization                          72,056,040       69,400,497 
                                                    -------------    -------------
                                                      85,287,434       80,659,933 
                                                    -------------    -------------
                                                    $214,288,375     $207,121,727 
                                                    =============    ============= 


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                                     -2-
                                      
                      PART  I  -  FINANCIAL  INFORMATION
                      ----------------------------------
                            MYERS INDUSTRIES, INC.
                            ---------------------
            CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
                  AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
                  ------------------------------------------
 


                                                  March 31,      December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                1997             1996     
- ------------------------------------           --------------    -------------
                                                           
CURRENT LIABILITIES                            
     Accounts payable                            $18,367,822      $15,189,488
                                               
     Employee compensation and related         
          items                                    8,220,937       10,562,313
                                               
     Accrued expenses                          
         Taxes, other than income taxes            1,188,150        1,062,498
         Income taxes                              3,881,261        1,452,107
         Other                                     7,991,174        8,066,838
     Current portion of long-term debt               463,756          519,769 
                                                -------------    -------------
         TOTAL CURRENT LIABILITIES                40,113,100       36,853,013
                                               
LONG-TERM DEBT, less current portion               4,508,122        4,569,396
                                               
DEFERRED INCOME TAXES                              3,253,791        3,254,327
                                               
SHAREHOLDERS' EQUITY                           
     Serial Preferred Shares                   
         (authorized 1,000,000)                      -----            -----
                                               
     Common Shares, without par value          
         (authorized 30,000,000 shares;        
          outstanding  16,862,355 and          
          16,854,529, respectively)               10,790,881       10,659,714
     Additional paid-in capital                  109,864,137      109,864,137
     Foreign currency translation              
         adjustment                                 (341,753)        (213,572)
     Retained income                              46,100,097       42,134,712 
                                                -------------    -------------
                                                 166,413,362      162,444,991 
                                                -------------    -------------
                                                $214,288,375     $207,121,727 
                                                =============    =============



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                                     -3-
                                      
                      PART  I  -  FINANCIAL INFORMATION
                      ---------------------------------
                            MYERS INDUSTRIES, INC.
                            ----------------------
                  CONDENSED STATEMENT OF CONSOLIDATED INCOME
                  ------------------------------------------
              FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
              --------------------------------------------------



                                           March 31,            March 31,
                                              1997                1996     
                                        ----------------      -------------
                                                        
Net sales                                   $76,798,621        $72,554,256
                                      
Costs and expenses                    
    Cost of sales                            52,711,406         48,204,214
    Operating expenses                       15,930,546         15,307,569
    Interest expense, net                         7,166            169,538 
                                        ----------------      -------------
Total costs & expenses                       68,649,118         63,681,321
                                      
Income before income taxes                    8,149,503          8,872,935
                                      
Income taxes                                  3,341,000          3,658,000 
                                        ----------------      -------------
Net income                                   $4,808,503         $5,214,935 
                                        ================      =============
                                      
                                      
Net income per common share                        $.29               $.31
                                      
Dividends per common share                         $.05               $.04
                                      
Weighted average number of            
     common shares outstanding               16,860,399         16,919,909


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                                      -4-

                       PART  I  -  FINANCIAL INFORMATION
                       ---------------------------------
                            MYERS INDUSTRIES, INC.
                             ---------------------
                     STATEMENTS OF CONSOLIDATED CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
              --------------------------------------------------


                                                                  March 31,            March 31,        
                                                                    1997                 1996           
CASH FLOWS FROM OPERATING ACTIVITIES                           --------------       -------------       
                                                                                               
      Net income                                                  $4,808,503          $5,214,935        
      Items not affecting use of cash                                                                   
         Depreciation                                              2,891,801           2,591,579        
         Amortization of excess of cost over fair                                                       
              value of net assets of companies acquired              121,140             138,840        
         Amortization of other intangible assets                     113,559              90,612        
     Cash flow provided by (used for) working capital                                                   
         Accounts receivable                                         841,925             628,037        
         Inventories                                              (3,077,185)            834,422        
         Prepaid expenses                                            878,864             (41,851)       
         Accounts payable and accrued expenses                     3,316,100           3,502,614        
                                                               --------------       -------------       
     Net cash provided by operating activities                     9,894,707          12,959,188        
                                                                                                        
CASH FLOWS FROM INVESTING ACTIVITIES                                                                    
     Additions to property, plant and                                                                   
          equipment, net                                          (7,519,301)         (4,416,457)       
     Other                                                           388,276             (66,479)       
                                                               --------------       -------------       
     Net cash used for investing activities                       (7,131,025)         (4,482,936)       
                                                                                                        
CASH FLOWS FROM FINANCING ACTIVITIES                                                                    
     Borrowings (repayments) - net                                  (117,287)         (6,846,593)       
     Cash dividends paid                                            (843,118)           (677,053)       
     Proceeds from issuance of common stock                          131,167             286,226        
                                                               --------------       -------------       
     Net cash provided by (used for) financing activities           (829,238)         (7,237,420)       
                                                                                                        
INCREASE IN CASH AND TEMPORARY                                                                          
    CASH INVESTMENTS                                               1,934,444           1,238,832        
                                                                                                        
CASH AND TEMPORARY CASH INVESTMENTS                                                                     
     JANUARY 1                                                     5,600,349           3,387,562        
                                                               --------------       -------------       
CASH AND TEMPORARY CASH INVESTMENTS                                                                     
     MARCH 31                                                     $7,534,793          $4,626,394        
                                                               ==============       =============       

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                                       -5-

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

                             MYERS INDUSTRIES, INC.
                             ----------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


(1)      Statement of Accounting Policy
         ------------------------------

         The accompanying financial statements include the accounts of Myers
Industries, Inc. and subsidiaries (Company), and have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to those rules and
regulations, although the Company believes that the disclosures are adequate to
make the information not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's latest annual report on Form 10-K.

         In the opinion of the Company, the accompanying financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1997, and the results
of operations and cash flows for the three months ended March 31, 1997 and 1996.

(2)      Supplemental Disclosure of Cash Flow Information
         ------------------------------------------------

         The Company made cash payments for interest expense of $145,202 and
$396,982 for the three months ended March 31, 1997 and 1996, respectively. Cash
payments for income taxes were $1,021,198 and $1,269,618 for the three months
ended March 31, 1997 and 1996, respectively.


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                                       -6-

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

                             MYERS INDUSTRIES, INC.
                             ----------------------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------


RESULTS OF OPERATIONS
- ---------------------

         Net sales for the three months ended March 31, 1997 increased
$4,244,365 or 5.8 percent which is primarily attributed to volume increases in
the Company's distribution business segment.

         Cost of sales for the three month period ended March 31, 1997 increased
$4,507,192 or 9.4 percent as compared to the same period in 1996. Gross profit,
expressed as a percentage of sales, decreased to 31.4 percent in 1997 from 33.6
percent in the same year ago period. This decrease is attributable to higher raw
material costs, primarily plastic resins.

         Operating expenses increased $622,977 or 4.1 percent for the three
month period in 1997 as compared to the same period in 1996. Expressed as a
percentage of sales, operating expenses decreased to 20.7 percent in 1997 from
21.1 percent for the three month period in 1996. This improvement reflects
on-going cost control programs and better fixed expense coverage.

         Net interest expense for the three month period ended March 31, 1997
decreased to $7,166 from $169,538 in 1996. The decrease is the result of lower
average borrowing levels in the current year.

         Income taxes, expressed as a percentage of income before income taxes,
decreased from 41.2 percent for the three month period in 1996 to 41.0 percent
in 1997.


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                                       -7-

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

         Cash provided by operating activities is the primary source of
liquidity and amounted to $9,894,707 for the three months ended March 31, 1997.
Long-term debt was reduced by $117,287 during the first three months of 1997 and
debt as a percentage of total capitalization decreased to 2.9 percent compared
to 3.0 percent at December 31, 1996. Working capital increased to $69,470,121 at
March 31, 1997 from $69,456,867 at December 31, 1996.

         Capital expenditures for the three months ended March 31, 1997 were
$7,519,302. The Company currently anticipates annual capital expenditures in the
range of $15.0 to $20.0 million over the next five years, primarily for
increased polymer manufacturing capacity. Management believes that anticipated
cash flows from operations and available credit facilities will be sufficient to
fund capital expenditures and meet its short-term and long-term operating needs.


   9

                                       -8-

                           PART II - OTHER INFORMATION
                           ---------------------------

                             MYERS INDUSTRIES, INC.
                             ----------------------


Item 6         Exhibits and Reports on Form 8-K
               --------------------------------


               (a)     Exhibits

               (3)(ii) Amended and Restated Code of Regulations

               (10)    Wiskind Supplemental Compensation Agreement

               (27)    Financial Data Schedule (filed only electronically with
                       the SEC)

               (b)     Form 8-K

                       None 

                                    SIGNATURE
                                    ---------

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 thereunto duly authorized.

                                             MYERS INDUSTRIES, INC.

     5/14/97                            By: \s\ Gregory J. Stodnick
- --------------------                        -----------------------------
Date                                           Gregory J. Stodnick
                                               Vice President-Finance
                                               Financial Officer (Duly
                                               Authorized Officer and
                                               Principal Financial and
                                               Accounting Officer)