As filed with the Securities And Exchange Commission on March 19, 2004
                                          Registration Statement No. ___________

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ________________________________

                              SPARTECH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                              43-0761773
   (State or Other Jurisdiction of        (IRS Employer Identification No.)
    Incorporation or Organization)

          120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
(Address of Principal Executive Offices) ( Zip Code)

                        ________________________________

                              SPARTECH CORPORATION
                          2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)

                        ________________________________

                                Jeffrey D. Fisher
                  Vice President, General Counsel and Secretary
                              Spartech Corporation
                      120 South Central Avenue, Suite 1700
                            St. Louis, Missouri 63105
                     (Name and Address of Agent for Service)

                                 (314) 721-4242
          (Telephone Number, Including Area Code, of Agent for Service)

                        ________________________________

                         CALCULATION OF REGISTRATION FEE
                                     Proposed       Proposed        Amount Of
   Title Of Each     Amount To Be     Maximum       Maximum       Registration
      Class Of        Registered     Offering      Aggregate           Fee
  Securities To Be                   Price Per   Offering Price
     Registered                        Unit
------------------   -----------   -----------   --------------  ---------------
 Common stock, $.75    3,000,000    $23.50 (1)   $70,500,000.00   $8,932.35 (2)
     par value          shares

(1)  Average of the high and low trading prices of the common stock reported in
the consolidated reporting system as of March 16, 2004, a date within five
business days prior to the date of filing of the registration statement.

(2)  Because the issue or exercise prices of the securities to be issued under
the plan are not currently known, the registration fee is calculated pursuant to
Rules 457(h) and 457(c).

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS



Item 3.  Incorporation of Documents by Reference.

    The following documents previously filed by the registrant with the
Securities and Exchange Commission are hereby incorporated by reference into
this registration statement:

    (a)(1)  The registrant's annual report on Form 10-K for the fiscal year
ended November 1, 2003, filed with the Securities and Exchange Commission on
January 16, 2004;

    (b)(1)  The registrant's quarterly report on Form 10-Q for the fiscal
quarter ended January 31, 2004, filed with the Securities and Exchange
Commission on March 4, 2004;

         (2)    The registrant's current reports on Form 8-K filed with the
Securities and Exchange Commission on December 11, 2003, January 20, 2004, March
4, 2004 and March 11, 2004;

         (3)    All other reports filed by the registrant or the Plan pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the registrant document referred to in (a) above;

    (c)(1)  The description of the registrant's common stock set forth in
Amendment No. 1 to the registrant's registration statement on Form 8-A dated
November 28, 1994, filed with the Securities and Exchange Commission on May 17,
1999 under the Securities Exchange Act of 1934; and

         (2)    The description of the Series Z Preferred Stock Purchase Rights
attached to the registrant's common stock set forth in the registrant's
registration statement on Form 8-A12B filed with the Securities and Exchange
Commission on April 5, 2001.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    The validity, authorization and issuance of the shares of common stock
offered by this prospectus has been passed upon for Spartech by Jeffrey D.
Fisher, Esq., an attorney licensed in the State of Missouri.  Mr. Fisher has
been employed by Spartech since July, 1999 and currently serves as its Vice
President, General Counsel and Secretary.

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses, judgments, fines and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interest of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further permits a Delaware corporation to grant its directors and
officers additional rights of indemnification through charter or bylaw
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.

    Section Eighth of the registrant's Restated Certificate of Incorporation
provides for indemnification of the registrant's directors and officers in a
variety of circumstances against a variety of liabilities, which may include
liabilities under the Securities Act of 1933, as amended.

    The registrant has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Restated
Certificate of Incorporation. These agreements, among other things, indemnify
the registrant's directors and officers to the fullest extent permitted by
Delaware law for certain expenses (including attorneys' fees), judgments, fines,
penalties and settlement amounts incurred by such person arising out of or in
connection with such person's service as a director or officer of the
registrant.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    A list of exhibits is set forth in the Exhibit Index appearing on page II-5
of this registration statement and is incorporated herein by reference.

Item 9.  Undertakings

    (a) The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

    (i) To include any prospectus required by Section 10(a)(3) of the Securities
        Act of 1933;

    (ii)    To reflect in the prospectus any facts or events arising after the
        effective date of the registration statement (or the most recent post-
        effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement; and

    (iii)   To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

    (2) That, for the purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clayton, State of Missouri, on March 16, 2004.



                                   Spartech Corporation



                                   By: s/Bradley B. Buechler
                                      Bradley B. Buechler
                                      Chairman of the Board, President
                                      and Chief Executive Officer

    Each person whose signature appears below hereby constitutes and appoints
Bradley B. Buechler and Randy C. Martin, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


Signature                   Title                               Date Signed


 s/BRADLEY B. BUECHLER     Chairman of the Board, President,   March 16, 2004
 Bradley B. Buechler       Chief Executive Officer and Director
                           (Principal Executive Officer)


s/RANDY C. MARTIN           Executive Vice President,           March 18, 2004
 Randy C. Martin            Chief Financial Officer and Director
                       (Principal Financial and Accounting Officer)


 s/RALPH B. ANDY            Director                            March 17, 2004
 Ralph B. Andy


 s/LLOYD E. CAMPBELL        Director                            March 16, 2004
 Lloyd E. Campbell


 s/WALTER J. KLEIN          Director                            March 16, 2004
 Walter J. Klein


s/JACKSON W. ROBINSON       Director                            March 16, 2004
 Jackson W. Robinson


 s/RICHARD B. SCHERRER      Director                            March 16, 2004
 Richard B. Scherrer


 s/CRAIG A. WOLFANGER       Director                            March 16, 2004
 Craig A. Wolfanger

                                  EXHIBIT INDEX


Exhibit No. Description

   4.1      Spartech Corporation 2004 Equity Compensation Plan

   4.2      Rights Agreement between the registrant and Mellon Investor
            Services LLC dated April 2, 2001, incorporated by reference to
            Exhibit 99.1 to the registration statement on Form 8-A12B filed with
            the Securities and Exchange Commission on April 5, 2001

   5.1      Legal opinion regarding shares being registered

  23.1      Consent of independent public accountants

  23.2      Information Regarding Consent of Arthur Andersen LLP

  23.3      Consent of counsel (included in Exhibit 5.1)

  24.1      Powers of attorney (included on Page II-4)
[{"type": "S-8", "sequence": "1", "filename": "s8_2004equitycomp.txt", "description": "FORM S-8", "secsgml_size_bytes": 15048}]
{"company-data": {"conformed-name": "SPARTECH CORP", "cik": "0000077597", "assigned-sic": "3080", "irs-number": "430761773", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113752", "film-number": "04680168"}, "business-address": {"street1": "120 S CENTRAL AVE", "street2": "STE 1700", "city": "CLAYTON", "state": "MO", "zip": "63105", "phone": "3147214242"}, "mail-address": {"street1": "120 S CENTRAL AVE", "street2": "STE 1700", "city": "CLAYTON", "state": "MO", "zip": "63105"}, "former-company": [{"former-conformed-name": "SPARTAN MANUFACTURING CORP", "date-changed": "19830621"}, {"former-conformed-name": "PERMANEER CORP", "date-changed": "19781019"}]}
As filed with the Securities And Exchange Commission on March 19, 2004
                                          Registration Statement No. ___________

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ________________________________

                              SPARTECH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                              43-0761773
   (State or Other Jurisdiction of        (IRS Employer Identification No.)
    Incorporation or Organization)

          120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
(Address of Principal Executive Offices) ( Zip Code)

                        ________________________________

                              SPARTECH CORPORATION
                          2004 EQUITY COMPENSATION PLAN
                            (Full Title of the Plan)

                        ________________________________

                                Jeffrey D. Fisher
                  Vice President, General Counsel and Secretary
                              Spartech Corporation
                      120 South Central Avenue, Suite 1700
                            St. Louis, Missouri 63105
                     (Name and Address of Agent for Service)

                                 (314) 721-4242
          (Telephone Number, Including Area Code, of Agent for Service)

                        ________________________________

                         CALCULATION OF REGISTRATION FEE
                                     Proposed       Proposed        Amount Of
   Title Of Each     Amount To Be     Maximum       Maximum       Registration
      Class Of        Registered     Offering      Aggregate           Fee
  Securities To Be                   Price Per   Offering Price
     Registered                        Unit
------------------   -----------   -----------   --------------  ---------------
 Common stock, $.75    3,000,000    $23.50 (1)   $70,500,000.00   $8,932.35 (2)
     par value          shares

(1)  Average of the high and low trading prices of the common stock reported in
the consolidated reporting system as of March 16, 2004, a date within five
business days prior to the date of filing of the registration statement.

(2)  Because the issue or exercise prices of the securities to be issued under
the plan are not currently known, the registration fee is calculated pursuant to
Rules 457(h) and 457(c).

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

    The following documents previously filed by the registrant with the
Securities and Exchange Commission are hereby incorporated by reference into
this registration statement:

    (a)(1)  The registrant's annual report on Form 10-K for the fiscal year
ended November 1, 2003, filed with the Securities and Exchange Commission on
January 16, 2004;

    (b)(1)  The registrant's quarterly report on Form 10-Q for the fiscal
quarter ended January 31, 2004, filed with the Securities and Exchange
Commission on March 4, 2004;

         (2)    The registrant's current reports on Form 8-K filed with the
Securities and Exchange Commission on December 11, 2003, January 20, 2004, March
4, 2004 and March 11, 2004;

         (3)    All other reports filed by the registrant or the Plan pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the registrant document referred to in (a) above;

    (c)(1)  The description of the registrant's common stock set forth in
Amendment No. 1 to the registrant's registration statement on Form 8-A dated
November 28, 1994, filed with the Securities and Exchange Commission on May 17,
1999 under the Securities Exchange Act of 1934; and

         (2)    The description of the Series Z Preferred Stock Purchase Rights
attached to the registrant's common stock set forth in the registrant's
registration statement on Form 8-A12B filed with the Securities and Exchange
Commission on April 5, 2001.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    The validity, authorization and issuance of the shares of common stock
offered by this prospectus has been passed upon for Spartech by Jeffrey D.
Fisher, Esq., an attorney licensed in the State of Missouri.  Mr. Fisher has
been employed by Spartech since July, 1999 and currently serves as its Vice
President, General Counsel and Secretary.

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses, judgments, fines and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interest of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further permits a Delaware corporation to grant its directors and
officers additional rights of indemnification through charter or bylaw
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.

    Section Eighth of the registrant's Restated Certificate of Incorporation
provides for indemnification of the registrant's directors and officers in a
variety of circumstances against a variety of liabilities, which may include
liabilities under the Securities Act of 1933, as amended.

    The registrant has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Restated
Certificate of Incorporation. These agreements, among other things, indemnify
the registrant's directors and officers to the fullest extent permitted by
Delaware law for certain expenses (including attorneys' fees), judgments, fines,
penalties and settlement amounts incurred by such person arising out of or in
connection with such person's service as a director or officer of the
registrant.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    A list of exhibits is set forth in the Exhibit Index appearing on page II-5
of this registration statement and is incorporated herein by reference.

Item 9.  Undertakings

    (a) The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

    (i) To include any prospectus required by Section 10(a)(3) of the Securities
        Act of 1933;

    (ii)    To reflect in the prospectus any facts or events arising after the
        effective date of the registration statement (or the most recent post-
        effective amendment thereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in the
        registration statement; and

    (iii)   To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

    (2) That, for the purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Clayton, State of Missouri, on March 16, 2004.

                                   Spartech Corporation

                                   By: s/Bradley B. Buechler
                                      Bradley B. Buechler
                                      Chairman of the Board, President
                                      and Chief Executive Officer

    Each person whose signature appears below hereby constitutes and appoints
Bradley B. Buechler and Randy C. Martin, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                   Title                               Date Signed

 s/BRADLEY B. BUECHLER     Chairman of the Board, President,   March 16, 2004
 Bradley B. Buechler       Chief Executive Officer and Director
                           (Principal Executive Officer)

s/RANDY C. MARTIN           Executive Vice President,           March 18, 2004
 Randy C. Martin            Chief Financial Officer and Director
                       (Principal Financial and Accounting Officer)

 s/RALPH B. ANDY            Director                            March 17, 2004
 Ralph B. Andy

 s/LLOYD E. CAMPBELL        Director                            March 16, 2004
 Lloyd E. Campbell

 s/WALTER J. KLEIN          Director                            March 16, 2004
 Walter J. Klein

s/JACKSON W. ROBINSON       Director                            March 16, 2004
 Jackson W. Robinson

 s/RICHARD B. SCHERRER      Director                            March 16, 2004
 Richard B. Scherrer

 s/CRAIG A. WOLFANGER       Director                            March 16, 2004
 Craig A. Wolfanger

                                  EXHIBIT INDEX

Exhibit No. Description

   4.1      Spartech Corporation 2004 Equity Compensation Plan

   4.2      Rights Agreement between the registrant and Mellon Investor
            Services LLC dated April 2, 2001, incorporated by reference to
            Exhibit 99.1 to the registration statement on Form 8-A12B filed with
            the Securities and Exchange Commission on April 5, 2001

   5.1      Legal opinion regarding shares being registered

  23.1      Consent of independent public accountants

  23.2      Information Regarding Consent of Arthur Andersen LLP

  23.3      Consent of counsel (included in Exhibit 5.1)

  24.1      Powers of attorney (included on Page II-4)