MYERS INDUSTRIES INC, 10-K405, 1995-03-24

MYERS INDUSTRIES INC
10-K405, 1995-03-24
PLASTICS PRODUCTS, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

COMMISSION FILE NUMBER 1-8524

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

<TABLE>
<S> <C>
OHIO 34-0778636
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
</TABLE>

1293 S. MAIN STREET, AKRON, OHIO 44301 (216) 253-5592
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)

<TABLE>
<S> <C>
SECURITIES REGISTERED PURSUANT TO NAME OF EACH EXCHANGE
SECTION 12(B) OF THE ACT: ON WHICH REGISTERED:
Common Stock, Without Par Value American Stock Exchange
(Title of Class)
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

Indicate by check mark 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 the
filing requirements for at least the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of February 28, 1995: $208,789,079. Indicate
the number of shares outstanding of registrant's common stock as of February 28,
1995: 15,320,753 Shares of Common Stock, without par value.

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<PAGE> 2

<TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of Registrant's Notice of 1995 Annual Meeting and Proxy Statement,
dated March 23, 1995, in Part III (Items 10, 11, 12 and 13)

CROSS REFERENCE SHEET
PURSUANT TO FORM 10-K GENERAL INSTRUCTION G(4)

<CAPTION>
PART/ITEM FORM 10-K HEADING REFERENCE MATERIAL
--------- ------------------------------------------------------------ ----------------------
<S> <C> <C>
III/10 Directors and Executive Officers of the Registrant.......... Proxy Statement(1)
pages 3 through 6

III/11 Executive Compensation...................................... Proxy Statement
pages 7 through 10
III/12 Security Ownership of Certain Beneficial Owners
and Management.............................................. Proxy Statement
pages 3 through 6
and page 12
III/13 Certain Relationships and Related Transactions.............. Proxy Statement
page 12
<FN>

---------------
(1) Registrant's Notice of 1995 Annual Meeting of Shareholders and Proxy
Statement
</TABLE>
<PAGE> 3

PART I

ITEM 1. BUSINESS

(A) GENERAL DEVELOPMENT OF BUSINESS

Myers Industries, Inc. ("Company") has completed the best year in the
Company's history. Net sales, net income, and net income per share were all at
record levels for both the fourth quarter and the year ended December 31, 1994.

Net sales for the fourth quarter were $79,725,182, up 21 percent from the
$65,984,196 reported in the same year ago period. Net income for the period was
$5,323,212, an increase of 15 percent from the $4,616,013 reported in 1993. Net
income per share was $.35, up 17 percent from the $.30 per share earned in the
fourth quarter of 1993.

For the full year, net sales increased 12 percent, finishing at
$274,054,163, up from the $245,136,189 produced in 1993. Net income for the year
was $17,831,163, up 16 percent from the $15,394,727 reported in 1993. Net income
per share was $1.17, up 11 percent from the $1.05 earned in 1993. All per share
data have been adjusted for a five-for-four stock split distributed in August,
1994.

Our capital position is excellent. Shareholders' equity increased $15.6
million to $130.9 million while total long-term debt decreased by $7.2 million
to $4.8 million. This lowers our debt to 4 percent of equity which will serve us
well in a period of rising interest rates. We do not anticipate any difficulty
in meeting the capital needs of the Company in the immediate future.

Both manufacturing and distribution segments enjoyed improved results over
previous periods and all major subsidiaries contributed to the reported record
results.

We invested over $12 million to continue modernizing and expanding our
manufacturing plants. We expect expansion of physical plant and equipment to
continue in 1995.

The price of raw materials, specifically plastic resin, rubber, and forest
products increased several times last year. Although high inflation caused
problems and cost us some money, strong sales, especially during the fourth
quarter, partially mitigated its effects. We have been working to find solutions
to the problem at the operating level but, eventually, those increases will have
to be passed on to our customers.

In the distribution segment, the majority of our branches set all-time
sales and profit records. Additional field coverage and the Company's training
programs for sales representatives and branch managers helped produce that
strong performance.

1
<PAGE> 4

<TABLE>

(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

<CAPTION>
1994 1993 1992
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
NET SALES
Distribution of aftermarket repair products and
services.............................................. $121,748 $107,214 $ 99,873
Manufacturing of polymer and metal products.............. 163,513 147,673 138,202
Intra-segment elimination................................ (11,207) (9,751) (8,820)
-------- -------- --------
$274,054 $245,136 $229,255
======== ======== ========
OPERATING INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services.............................................. $ 11,387 $ 10,263 $ 7,779
Manufacturing of polymer and metal products.............. 24,418 20,594 19,505
Corporate................................................ (5,139) (4,317) (4,105)
Interest expense -- net.................................. (620) (1,091) (1,342)
-------- -------- --------
$ 30,046 $ 25,449 $ 21,837
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services.............................................. $ 46,966 $ 40,780 $ 39,617
Manufacturing of polymer and metal products.............. 121,635 108,549 97,816
Corporate................................................ 4,492 3,782 6,124
Intra-segment elimination................................ (1,066) (725) (1,476)
-------- -------- --------
$172,027 $152,386 $142,081
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services.............................................. $ 942 $ 452 $ 1,104
Manufacturing of polymer and metal products.............. 11,071 13,449 15,457
Corporate................................................ 493 208 107
-------- -------- --------
$ 12,506 $ 14,109 $ 16,668
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services.............................................. $ 598 $ 565 $ 412
Manufacturing of polymer and metal products.............. 7,949 6,249 5,275
Corporate................................................ 274 263 235
-------- -------- --------
$ 8,821 $ 7,077 $ 5,922
======== ======== ========
</TABLE>

The Company conducts its business activities in two distinct segments:
manufacturing of polymer and metal products ("the Manufacturing business") and
distribution of aftermarket repair products ("the Distribution business"). The
Company believes it is one of the largest manufacturers of plastic and metal
storage systems in the United States and has the only nationwide distribution
network supplying the tire servicing and automotive underbody repair industries.

The Company's Manufacturing business designs, manufactures and markets
reusable plastic storage systems for use in distribution and material handling,
and other plastic and metal products for storage, assembly and material handling
applications. The Company also manufactures and sells molded rubber products and
other materials used primarily in the tire and tire repair industries and for
various other uses including OEM automotive and construction applications.

In its Distribution business, the Company is engaged in the nationwide
distribution of equipment, tools and supplies used for tire servicing and
automotive underbody repair.

2
<PAGE> 5

MANUFACTURING BUSINESS

The Company markets reusable plastic containers under the brand names
NesTier,(R) Akro-Bins(R) and Buckhorn.(R) These reusable plastic containers are
utilized in industrial applications including the distribution of food items,
such as poultry, meat and baked goods, and the distribution of non-food items
such as apparel, electronic, automotive, and industrial components, health and
beauty aids and hardware. Reusable containers are also used for storage and
handling in manufacturing plants and for agricultural products. Other products
sold to the industrial and commercial market include tote boxes, various styles
of bins, tubs, straight-walled boxes, and a line of modular cabinets for small
parts storage and organization. The Company's products are sold throughout the
United States and Canada by a direct sales force, independent dealers and
through independent representatives.

The Company's consumer products include the Keepbox(R) line of household
storage containers, plastic tool boxes and other products to organize the home
workshop, plastic containers to facilitate consumer recycling, and a line of
plastic pots, planters and urns sold to consumers through lawn and garden
retailers and other similar specialty outlets. Consumer products are marketed
nationally to a variety of customers including mass-merchandisers, such as
Target(R) and Wal-Mart,(R) and major department stores and hardware chains,
warehouse outlets and specialty shops. Products are mainly marketed under the
Akro-Mils(R) name and other registered trade names, and to a lesser extent,
under private label arrangements. The Company's products are sold throughout the
United States by a direct sales force and independent representatives.

The Company designs, manufactures, and markets molded rubber products, such
as air intake hoses, rubber boots, mounts, and hood hold-down latches for
diesel-powered vehicles and equipment used in the transportation, construction
and agricultural industries. It also manufactures molded rubber products, rubber
adhesives and materials used primarily in the tire retreading and repair
industries, as well as products used in hydroelectric dams, locks and other
water works systems. The Company has utilized its manufacturing systems and
expertise to custom compound and calendar rubber materials to meet specific
customer needs for a growing and diverse customer base. These products are sold
nationally and internationally to manufacturers, construction companies and
wholesale distributors, including the Distribution business, by a direct sales
force and through independent sales representatives.

The Company is continuously engaged in the refinement of its existing
product lines and the development of new products. A large portion of the
current products offered by the Company have been developed in the last five
years.

The Company's Manufacturing business is dependent upon outside suppliers
for raw materials, principally polyethylene, polypropylene, polystyrene and
synthetic and natural rubber. The Company believes that the loss of any one
supplier or group of suppliers would not materially adversely affect its
business, since in most instances identical or similar materials can be obtained
readily from other suppliers.

DISTRIBUTION BUSINESS

The Company's Distribution business is conducted primarily by the Myers
Tire Supply division. Products distributed by Myers Tire Supply include air
compressors, mechanic's hand tools, tire changers, tire display and storage
equipment, valves, tire balancing and wheel alignment equipment, curing rims and
presses, retread presses and tire repair materials for the retreading industry.
The Company believes it is the only nationwide distributor supplying such
products. The Company's customers include independent tire dealers, tire
retreaders, tire service centers, automotive supply chains and rubber companies.

Myers Tire Supply's domestic distribution system includes 42 owned branch
warehouse distributors located in major cities in 31 states. Each branch
services customers in an assigned territory, sells all products of the division,
and operates like a stand-alone business with the branch manager bearing
profit/loss, inventory and credit responsibilities. Internationally, this
business has 11 warehouse distributors in foreign countries. The two warehouse
distributors located in Canada are wholly owned by the Company, and the Company
owns an interest in the 9 other foreign warehouse distributors.

3
<PAGE> 6

Myers Tire Supply supplies its domestic and international distribution
facilities from its main distribution center. This distribution center stocks
approximately 12,000 items which are purchased from numerous suppliers,
including certain of the Company's manufacturing businesses. The Company's
extensive national distribution network enables it to work closely with
manufacturers in the development and distribution of new products.

COMPETITION

Competition in the Manufacturing business is substantial and varied in form
and size from manufacturers of similar products and of other products which can
be readily substituted for those produced by the Company. Competition in the
Distribution business is generally from local and regional businesses.

EMPLOYEES

As of December 31, 1994, the Company had a total of 1,663 full-time and
part-time employees. Of these employees, 1,111 were engaged in the Manufacturing
business and 552 were employed in the Distribution business. Approximately 15%
of the Company's employees are members of unions. The Company believes it has a
good relationship with its employees

(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES

The Company operates principally in two areas of business, the first being
the distribution of aftermarket repair products and services. These products are
distributed both domestically through branches in the major cities in the United
States and in foreign countries where, in some cases, the Company has
controlling interest in companies located in those countries. No single foreign
country represents more than 10 percent of the total sales, income or assets of
the Company. The second major area of the Company's business is polymer and
metal products which are manufactured in Company-owned facilities and
distributed through mass merchandisers, warehouse distributors, sales
representatives and in-house salesmen, principally in the United States.

ITEM 2. PROPERTIES

<TABLE>
The following table sets forth by segment certain information with respect
to properties owned by the Registrant:

DISTRIBUTION OF AFTERMARKET REPAIR PRODUCTS AND SERVICES:

<CAPTION>
APPROXIMATE APPROXIMATE
FLOOR SPACE LAND AREA
PLANT LOCATION (SQUARE FEET) (ACRES) USE
-------------------------- ------------- ----------- ----------------------------------
<S> <C> <C> <C>
Akron, Ohio............... 113,500 8 Executive offices and warehousing
Akron, Ohio............... 31,000 2 Warehousing
Pomona, California........ 17,700 1 Sales and distribution
Hialeah, Florida.......... 14,500 1 Sales and distribution
Englewood, Colorado....... 9,500 1 Sales and distribution
Pomona, California........ 9,200 1 Leased to non-affiliated party
San Antonio, Texas........ 9,000 1 Sales and distribution
Phoenix, Arizona.......... 8,200 1 Sales and distribution
Akron, Ohio............... 8,000 1 Leased to non-affiliated party
Houston, Texas............ 7,900 1 Sales and distribution
Indianapolis, Indiana..... 7,800 2 Sales and distribution
Cincinnati, Ohio.......... 7,500 1 Sales and distribution
York, Pennsylvania........ 7,400 3 Sales and distribution

</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
FLOOR SPACE LAND AREA
PLANT LOCATION (SQUARE FEET) (ACRES) USE
-------------------------- ------------- ----------- ----------------------------------
<S> <C> <C> <C>
Atlanta, Georgia.......... 7,000 1 Sales and distribution
Minneapolis, Minnesota.... 5,500 1 Sales and distribution
Charlotte, North
Carolina................ 5,100 1 Sales and distribution
Syracuse, New York........ 4,800 1 Sales and distribution
Franklin Park, Illinois... 4,400 1 Sales and distribution

POLYMER AND METAL PRODUCTS:
Dawson Springs,
Kentucky................ 209,000 36 Manufacturing and distribution
Roanoke Rapids,
North Carolina.......... 172,000 20 Manufacturing and distribution
Hannibal, Missouri........ 165,000 10 Manufacturing and distribution
Wadsworth, Ohio........... 197,000 23 Manufacturing and distribution
Akron, Ohio............... 121,000 17 Manufacturing and distribution
Weirton, West Virginia.... 117,000 11 Leased to non-affiliated party
Fairfield, Ohio........... 51,000 2 Manufacturing and distribution
Akron, Ohio............... 49,000 6 Manufacturing and distribution
Ontario, California....... 40,000 2 Distribution and warehousing
</TABLE>

<TABLE>
The following table sets forth by segment certain information with respect
to facilities leased by the Registrant:

<CAPTION>
EXPIRATION DATE
OF
APPROXIMATE LEASE AND RENEWAL
FLOOR SPACE OPTION PERIOD (IF
LOCATION (SQUARE FEET) ANY) USE
----------------------- ------------- ----------------- ---------------------------------------
<S> <C> <C> <C>
POLYMER AND METAL PRODUCTS:
Shelbyville,
Kentucky............. 105,000 December 31, 1995(1) Manufacturing and distribution
Mississauga, Ontario,
Canada............... 23,000 December 31, 1997 Sales, administrative and distribution
Milford, Ohio.......... 19,000 February 29, 1996 Sales and administrative
Stanton, Harcourt,
England.............. 12,000 December 31, 2001 Warehousing and distribution
Witney, Oxon,
England.............. 4,000 December 31, 2004 Sales, administration and distribution
<FN>
---------------
(1) Lease provides for an option to purchase at termination date for nominal
consideration.
</TABLE>

The Registrant also leases distribution facilities in thirty-one (31)
locations throughout the United States and Canada which, in the aggregate,
amount to approximately 157,000 square feet of warehouse and office space. All
of these locations are used by the distribution of aftermarket repair products
and services segment.

The Registrant believes that all of its properties, machinery and equipment
generally are well maintained and adequate for the purposes for which they are
used.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings other than ordinary routine
litigation incidental to the Registrant's business.

5
<PAGE> 8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended December 31, 1994, there
were no matters submitted to a vote of security holders.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is certain information concerning the executive officers of
the Registrant. Executive officers are elected annually by the Board of
Directors and serve at the pleasure of the Board.

<TABLE>
<CAPTION>
YEARS AS
NAME AGE EXECUTIVE OFFICER TITLE
----------------------------------- --- ----------------- --------------------------------------
<S> <C> <C> <C>
Stephen E. Myers................... 51 22 President and Chief Executive Officer

Milton I. Wiskind.................. 69 23 Senior Vice President and Secretary

Gregory J. Stodnick................ 52 15 Vice President -- Finance
</TABLE>

Each executive officer has been principally employed in the capacities
shown or similar ones with the Registrant for over the past five years. Years as
an Executive Officer is stated as of the time the Company became a public
company for reporting purposes.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's Directors, certain of its executive officers and persons who own
more than ten percent of its Common Stock ("Insiders") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the American Stock Exchange, Inc., and to furnish the Company with copies of
all such forms they file. The Company understands from the information provided
to it by the Insiders that they adhered to all filing requirements.

6
<PAGE> 9

<TABLE>
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded on the American Stock Exchange (ticker
symbol MYE). The approximate number of record holders at December 31, 1994 was
1,800. High and low stock prices and dividends for the last two years were:

<CAPTION>
SALES PRICE*
1994 ------------ DIVIDENDS
QUARTER ENDED HIGH LOW PAID*
---------------------------------------------------- ---- ---- ---------
<S> <C> <C> <C>
MARCH 31............................................ 18 3/8 16 1/4 .035
JUNE 30............................................. 17 3/8 15 1/8 .035
SEPTEMBER 30........................................ 17 3/4 15 7/8 .04
DECEMBER 31......................................... 17 3/4 12 7/8 .04
</TABLE>

<TABLE>
<CAPTION>
SALES PRICE*
1993 ------------ DIVIDENDS
QUARTER ENDED HIGH LOW PAID*
---------------------------------------------------- ---- ---- ---------
<S> <C> <C> <C>
March 31............................................ 19 1/8 15 1/4 .03
June 30............................................. 18 7/8 16 .03
September 30........................................ 20 16 1/4 .035
December 31......................................... 19 1/4 15 3/8 .035
<FN>
---------------
* Adjusted for the five-for-four stock split distributed in August, 1994.
</TABLE>

7
<PAGE> 10

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
ELEVEN-YEAR SUMMARY

<CAPTION>
1994 1993 1992 1991 1990
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
OPERATIONS FOR THE YEAR
Net sales.............................. $ 274,054,163 $ 245,136,189 $ 229,255,085 $ 195,581,070 $ 202,104,203
Cost and expenses
Cost of sales........................ 183,890,614 163,794,129 154,007,502 129,148,273 136,602,663
Selling.............................. 32,238,245 30,428,260 27,286,626 24,442,225 23,054,815
General and administrative........... 27,258,865 24,373,483 24,782,393 22,407,924 21,674,409
Interest -- net...................... 620,276 1,091,590 1,341,811 1,738,878 2,780,598
------------- ------------- ------------- ------------- -------------
244,008,000 219,687,462 207,418,332 177,737,300 184,112,485
------------- ------------- ------------- ------------- -------------
Income before income taxes........... 30,046,163 25,448,727 21,836,753 17,843,770 17,991,718
Income taxes......................... 12,215,000 10,054,000 8,727,000 7,308,000 7,234,000
------------- ------------- ------------- ------------- -------------
Net income........................... $ 17,831,163 $ 15,394,727 $ 13,109,753 $ 10,535,770 $ 10,757,718
------------- ------------- ------------- ------------- -------------
Net income per share*.................... $1.17 $1.05 $.93 $.76 $.78
------------- ------------- ------------- ------------- -------------
FINANCIAL POSITION -- AT YEAR END
Total Assets......................... $ 172,026,887 $ 152,386,302 $ 142,081,023 $ 113,030,476 $ 116,373,153
------------- ------------- ------------- ------------- -------------
Current assets....................... 94,724,955 78,922,479 74,892,471 60,723,337 63,310,846
Current liabilities.................. 34,093,593 24,380,541 31,685,772 25,346,105 26,345,655
------------- ------------- ------------- ------------- -------------
Working capital...................... 60,631,362 54,541,938 43,206,699 35,377,232 36,965,191
Other assets......................... 15,923,620 15,769,611 16,525,900 12,969,476 14,363,401
Property, plant and
equipment -- net................... 61,378,312 57,694,212 50,662,652 39,337,663 38,698,906
Less:
Long-term debt..................... 4,154,646 10,654,650 24,917,426 14,559,630 25,361,688
Deferred income taxes.............. 2,869,976 2,064,399 1,594,855 670,922 1,471,796
------------- ------------- ------------- ------------- -------------
SHAREHOLDERS' EQUITY..................... $ 130,908,672 $ 115,286,712 $ 83,882,970 $ 72,453,819 $ 63,194,014
------------- ------------- ------------- ------------- -------------
COMMON SHARES OUTSTANDING*............... 15,300,092 15,278,729 14,093,170 13,876,398 13,835,633
------------- ------------- ------------- ------------- -------------
BOOK VALUE PER COMMON SHARE*............. $8.56 $7.54 $5.95 $5.22 $4.57
------------- ------------- ------------- ------------- -------------
OTHER DATA
Dividends paid....................... $ 2,337,953 $ 2,058,288 $ 1,746,780 $ 1,530,455 $ 1,395,850
Dividends paid per Common Share*..... .15 .13 .12 .11 .10
------------- ------------- ------------- ------------- -------------
Average Common Shares*
outstanding during the year.......... 15,300,345 14,724,598 14,062,828 13,862,025 13,821,173
=========== =========== =========== =========== ===========
<FN>

---------------
* Adjusted for the five-for-four stock split distributed in August, 1994; the
ten percent stock dividend paid in August, 1993; the five-for-four stock split
distributed in August, 1992; the ten percent stock dividends paid in August,
1991; August, 1990; and September, 1988; the three-for-two stock split
distributed in September, 1987; the ten percent stock dividends paid in
August, 1986; and August, 1985; and the two-for-one stock split distributed in
May, 1984.
</TABLE>

8
<PAGE> 11

ITEM 6. SELECTED FINANCIAL DATA -- CONTINUED

<TABLE>
MYERS INDUSTRIES, INC. AND SUBSIDIARIES
ELEVEN-YEAR SUMMARY -- CONTINUED

<CAPTION>
1989 1988 1987 1986 1985 1984
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS FOR THE YEAR
Net sales....................... $194,771,836 $183,810,747 $131,710,204 $89,645,730 $85,250,021 $86,003,717
Cost and expenses
Cost of sales................. 134,234,037 129,065,978 90,243,676 60,089,248 58,173,213 58,903,327
Selling....................... 20,732,345 18,528,963 15,276,676 10,767,736 10,151,414 10,003,453
General and administrative.... 19,896,487 18,726,786 14,854,167 11,355,895 10,423,738 9,913,980
Interest -- net............... 3,692,592 3,624,112 1,759,659 275,179 197,252 (248,853)
------------ ------------ ------------ ----------- ----------- -----------
178,555,461 169,945,839 122,134,178 82,488,058 78,945,617 78,571,907
------------ ------------ ------------ ----------- ----------- -----------
Income before income taxes.... 16,216,375 13,864,908 9,576,026 7,157,672 6,304,404 7,431,810
Income taxes.................. 6,595,000 5,797,000 4,358,000 3,443,000 2,881,000 3,611,000
------------ ------------ ------------ ----------- ----------- -----------
Net Income.................... $ 9,621,375 $ 8,067,908 $ 5,218,026 $ 3,714,672 $ 3,423,404 $ 3,820,810
------------ ------------ ------------ ----------- ----------- -----------
Net income per share*............. $.70 $.59 $.38 $.27 $.24 $.25
------------ ------------ ------------ ----------- ----------- -----------
FINANCIAL POSITION -- AT YEAR END
Total Assets.................. $111,104,356 $109,668,585 $103,401,944 $52,736,836 $51,432,421 $52,572,215
------------ ------------ ------------ ----------- ----------- -----------
Current assets................ 61,479,468 58,852,930 52,171,313 38,173,150 36,362,072 39,477,241
Current liabilities........... 26,397,909 24,796,004 28,326,238 10,605,351 9,755,442 10,347,071
------------ ------------ ------------ ----------- ----------- -----------
Working capital............... 35,081,559 34,056,926 23,845,075 27,567,799 26,606,630 29,130,170
Other assets.................. 15,612,316 18,057,080 21,275,608 1,146,427 1,119,083 865,780
Property, plant and
equipment -- net............ 34,012,572 32,758,575 29,955,023 13,417,259 13,951,266 12,229,194
Less:
Long-term debt.............. 29,833,585 38,433,060 35,502,197 6,063,666 8,633,323 7,306,240
Deferred income taxes....... 1,579,955 1,672,313 1,570,207 2,545,724 2,391,589 2,408,923
------------ ------------ ------------ ----------- ----------- -----------
SHAREHOLDERS' EQUITY.............. $ 53,292,907 $ 44,767,208 $ 38,003,302 $33,522,095 $30,652,067 $32,509,981
------------ ------------ ------------ ----------- ----------- -----------
COMMON SHARES OUTSTANDING*........ 13,802,276 13,745,430 13,644,175 13,624,183 13,542,963 15,189,709
------------ ------------ ------------ ----------- ----------- -----------
BOOK VALUE PER COMMON SHARE*...... $3.86 $3.25 $2.79 $2.46 $2.26 $2.14
------------ ------------ ------------ ----------- ----------- -----------
OTHER DATA
Dividends paid................ $ 1,265,208 $ 1,134,314 $ 1,049,550 $ 972,065 $ 899,278 $ 864,540
Dividends paid per Common
Share*...................... .09 .08 .075 .07 .06 .055
------------ ------------ ------------ ----------- ----------- -----------
Average Common Shares*
outstanding during the
year........................ 13,777,715 13,729,751 13,635,828 13,618,398 14,204,176 15,202,953
=========== =========== =========== ========== ========== ==========
<FN>

9
<PAGE> 12

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

Net sales for the year ended December 31, 1994 increased $28.9 million or
12 percent compared to 1993. This record performance, the best in the Company's
history, was the result of strong growth in both of the Company's business
segments. The increase in the Distribution segment of $14.5 million or 14
percent resulted from strong equipment sales, a pick-up in international
activity and the acquisition of a distributor. Sales in the Manufacturing
segment increased $15.8 million or 11 percent. Improved sales of existing
products, the introduction of new products and extensions of existing product
lines were the main factors for the increase.

Net sales for the year ended December 31, 1993 increased $15.9 million or 7
percent compared to 1992. This performance was the result of increased unit
volume in each of the Company's business segments. The increase in the
Distribution segment of $7.3 million or 7 percent was the result of expanded
market coverage, new product introductions and the acquisition of a distributor.
Sales in the Manufacturing segment increased $9.5 million or 7 percent due
primarily to sustained demand for existing consumer and industrial product lines
and concentrated sales and marketing efforts.

Cost of sales for the year ended December 31, 1994 increased $20.1 million
or 12 percent over 1993 as the result of the higher sales volume. Gross profit,
expressed as a percent of sales, decreased to 32.9 percent in 1994 from 33.2
percent in 1993. The decrease in the gross profit percent is the result of
increased raw material prices, mainly resin and rubber, which were partially
offset by the increased plant utilization caused by the higher sales volume.

Cost of sales for the year ended December 31, 1993 increased $9.8 million
or 6 percent over 1992 as the result of higher sales volume. Gross profit,
expressed as a percentage of sales, increased to 33.2 percent in 1993 from 32.8
percent in 1992. The increase in the gross profit percent was attributable to
the Company's emphasis on efficient utilization of production capacity and
favorable raw material prices.

Operating expenses for the year ended December 31, 1994 increased $4.7
million or 9 percent over 1993. The increase was principally due to the higher
sales volume. As a percent of sales, operating expenses decreased to 21.7
percent in 1994 as compared to 22.4 percent in 1993. This improvement was the
result of on-going cost control programs and better fixed expense coverage.

Operating expenses for the year ended December 31, 1993 increased $2.7
million or 5 percent over 1992. Increased selling expenses due to higher sales
volume was the principal reason for the change. Operating expenses as a
percentage of sales, decreased to 22.4 percent in 1993 as compared to 22.7
percent in 1992. Efficient cost control programs contributed to the improvement.

Interest income for the year ended December 31, 1994 increased $50,039 or
41 percent from 1993 primarily from higher interest rates. Interest income for
the year ended December 31, 1993 decreased $70,515 or 37 percent from 1992. This
decrease was the result of a reduction in notes receivable outstanding.

Interest expense for the year ended December 31, 1994 decreased $421,275 or
35 percent from 1993 as a result of lower long-term debt levels. Interest
expense for the year ended December 31, 1993 decreased $320,736 or 21 percent
from 1992. Proceeds from the Company's Common Stock offering in May of 1993 were
used to pay down debt levels, which led to the reduced interest expense.

Income taxes as a percent of income before taxes was 40.7 percent in 1994,
up from 39.5 percent in 1993. The higher effective tax rate was attributable to
the adoption by the Company in 1993 of FASB Statement 109, "Accounting for
Income Taxes" which reduced income tax expense in 1993 by $210,000. The 1992
effective tax rate was 40 percent.

10
<PAGE> 13

FINANCIAL CONDITION

Working capital increased to $60.6 million for the year ended December 31,
1994 compared to $54.5 million for 1993. Total debt expressed as a percent of
total capitalization decreased to 3.6 percent for the year ended December 31,
1994 compared to 9.5 percent in 1993. This strong capital position provides the
Company with the flexibility to finance additional manufacturing capacity,
working capital needs, and other corporate purposes.

During the next five years, the Company anticipates on-going capital
expenditures in the range of $12.0 to $15.0 million per year, primarily for
increased polymer manufacturing capacity. Management believes available credit
facilities and anticipated cash flows from operations will be sufficient to meet
the needs of its business, both short-term and long-term.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and accompanying notes and the
reports of management and independent accountants follow Item 9 of this Report.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with the Registrant's independent accountants
on accounting and financial disclosure matters within the two year period ended
December 31, 1994, or in any period subsequent to such date.

11
<PAGE> 14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)

COMMON STOCK MARKET PRICES AND DIVIDENDS

<TABLE>
<CAPTION>
SALES PRICE* DIVIDENDS PAID*
------------ ---------------
HIGH LOW
---- ---
<S> <C> <C> <C>
QUARTER ENDED 1994
MARCH 31............................................. 18 3/8 16 1/4 .035
JUNE 30.............................................. 17 3/8 15 1/8 .035
SEPTEMBER 30......................................... 17 3/4 15 7/8 .04
DECEMBER 31.......................................... 17 3/4 12 7/8 .04

SALES PRICE* DIVIDENDS PAID*
------------ ---------------
HIGH LOW
---- ---
Quarter Ended 1993
March 31............................................. 19 1/8 15 1/4 .03
June 30.............................................. 18 7/8 16 .03
September 30......................................... 20 16 1/4 .035
December 31.......................................... 19 1/4 15 3/8 .035
</TABLE>

SUMMARIZED QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED) THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA

<TABLE>
<CAPTION>
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
-------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
QUARTER ENDED 1994
NET SALES................................. $59,695 $68,442 $ 66,192 $79,725 $274,054
GROSS PROFIT.............................. 19,308 23,536 21,174 26,146 90,164
NET INCOME................................ 3,498 5,144 3,866 5,323 17,831
PER SHARE*................................ .23 .34 .25 .35 1.17

MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
-------- ------- -------- ------- --------
Quarter Ended 1993
Net sales................................. $54,407 $63,559 $ 61,186 $65,984 $245,136
Gross profit.............................. 18,176 21,201 18,863 23,102 81,342
Net income................................ 3,269 4,376 3,134 4,616 15,395
Per share*................................ .23 .31 .21 .30 1.05

---------------
<FN>
* Adjusted for the five-for-four stock split distributed in August, 1994.
</TABLE>

12
<PAGE> 15

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited the accompanying statements of consolidated financial
position of Myers Industries, Inc. (an Ohio Corporation) and Subsidiaries as of
December 31, 1994 and 1993, and the related statements of consolidated income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Myers Industries, Inc. and
Subsidiaries as of December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

Cleveland, Ohio
February 8, 1995

13
<PAGE> 16

<TABLE>

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Net sales........................................ $274,054,163 $245,136,189 $229,255,085
Cost of sales.................................... 183,890,614 163,794,129 154,007,502
------------ ------------ ------------
Gross profit................................... 90,163,549 81,342,060 75,247,583
------------ ------------ ------------
Operating expenses
Selling........................................ 32,238,245 30,428,260 27,286,626
General and administrative..................... 27,258,865 24,373,483 24,782,393
------------ ------------ ------------
59,497,110 54,801,743 52,069,019
------------ ------------ ------------
Operating income............................ 30,666,439 26,540,317 23,178,564
------------ ------------ ------------
Interest
Income......................................... (170,728) (120,689) (191,204)
Expense........................................ 791,004 1,212,279 1,533,015
------------ ------------ ------------
620,276 1,091,590 1,341,811
------------ ------------ ------------
Income before income taxes....................... 30,046,163 25,448,727 21,836,753
Income taxes..................................... 12,215,000 10,054,000 8,727,000
------------ ------------ ------------
Net income....................................... $ 17,831,163 $ 15,394,727 $ 13,109,753
------------ ------------ ------------
Net income per share............................. $1.17 $1.05 $.93
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

14
<PAGE> 17

<TABLE>

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

AS OF DECEMBER 31, 1994 AND 1993

<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and temporary cash investments........................... $ 1,794,703 $ 1,661,783
Accounts receivable -- less allowances of $1,479,000 and
$1,525,000, respectively................................... 51,226,688 40,404,841
Inventories
Finished and in-process products........................... 33,572,557 30,119,918
Raw materials and supplies................................. 5,809,158 4,821,822
------------ ------------
39,381,715 34,941,740
Prepaid expenses.............................................. 2,321,849 1,914,115
------------ ------------
TOTAL CURRENT ASSETS............................................ 94,724,955 78,922,479
OTHER ASSETS
Excess of cost over fair value of net assets of companies
acquired................................................... 9,289,115 9,574,475
Patents and other intangible assets........................... 3,219,371 3,499,903
Other......................................................... 3,415,134 2,695,233
------------ ------------
15,923,620 15,769,611
PROPERTY, PLANT AND EQUIPMENT, AT COST
Land.......................................................... 1,836,637 1,827,586
Buildings and leasehold improvements.......................... 29,010,268 29,079,238
Machinery and equipment....................................... 85,710,088 74,400,453
------------ ------------
116,556,993 105,307,277
Less allowances for depreciation and amortization............. 55,178,681 47,613,065
------------ ------------
61,378,312 57,694,212
------------ ------------
$172,026,887 $152,386,302
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.............................................. $ 19,751,167 $ 12,272,184
Employee compensation and related items....................... 8,911,996 6,830,956
Accrued expenses
Interest................................................... 59,729 63,265
Taxes, other than income taxes............................. 974,853 728,515
Income taxes............................................... 431,805 160,534
Other...................................................... 3,271,664 2,895,646
Current portion of long-term debt............................. 692,379 1,429,441
------------ ------------
TOTAL CURRENT LIABILITIES....................................... 34,093,593 24,380,541
LONG-TERM DEBT, LESS CURRENT PORTION............................ 4,154,646 10,654,650
DEFERRED INCOME TAXES........................................... 2,869,976 2,064,399
SHAREHOLDERS' EQUITY
Serial Preferred Shares (authorized 1,000,000 shares)......... -0- -0-
Common Shares, without par value (authorized 30,000,000
shares; outstanding 15,300,092 and 15,278,729 shares,
respectively).............................................. 8,303,598 7,697,032
Additional paid-in capital.................................... 90,606,429 91,030,715
Foreign currency translation adjustment....................... (466,191) (412,661)
Retained income............................................... 32,464,836 16,971,626
------------ ------------
130,908,672 115,286,712
------------ ------------
$172,026,887 $152,386,302
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

15
<PAGE> 18

<TABLE>

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
FOREIGN
COMMON SHARES ADDITIONAL CURRENCY
----------------------- PAID-IN TRANSLATION RETAINED
NUMBER AMOUNT CAPITAL ADJUSTMENT INCOME
---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1992......... 8,073,540 $5,395,838 $47,559,044 $ 512,255 $18,986,682
Additions
Pooling of interests............. 78,830 52,816 (10,236) -0- 312,463
Net income....................... -0- -0- -0- -0- 13,109,753
Sales under option plans......... 38,742 253,432 -0- -0- -0-
Employees stock purchase plan.... 11,964 222,623 -0- -0- -0-
Five-for-four stock split........ 2,045,934 -0- -0- -0- -0-
Dividend reinvestment plan....... 568 10,011 -0- -0- -0-
Deductions
Foreign currency translation
adjustment.................... -0- -0- -0- (774,931) -0-
Dividends -- $.12 per share...... -0- -0- -0- -0- (1,746,780)
---------- ---------- ----------- ---------- -----------
BALANCE AT DECEMBER 31, 1992....... 10,249,578 $5,934,720 $47,548,808 $ (262,676) $30,662,118
---------- ---------- ----------- ---------- -----------
Additions
Shares issued through public
offering...................... 820,000 492,000 17,142,206 -0- -0-
Net income....................... -0- -0- -0- -0- 15,394,727
Sales under option plans......... 29,997 237,262 -0- -0- -0-
Employees stock purchase plan.... 12,211 288,858 -0- -0- -0-
Dividend reinvestment plan....... 2,856 68,104 -0- -0- -0-
Deductions
Foreign currency translation
adjustment.................... -0- -0- -0- (149,985) -0-
Dividends -- $.13 per share...... -0- -0- -0- -0- (2,058,288)
10% stock dividend............... 1,108,341 676,088 26,339,701 -0- (27,026,931)
---------- ---------- ----------- ---------- -----------
BALANCE AT DECEMBER 31, 1993....... 12,222,983 $7,697,032 $91,030,715 $ (412,661) $16,971,626
---------- ---------- ----------- ---------- -----------
Additions
Net income....................... -0- -0- -0- -0- 17,831,163
Sales under option plans......... 25,747 162,552 -0- -0- -0-
Employees stock purchase plan.... 16,358 326,588 -0- -0- -0-
Five-for-four stock split........ 3,061,333 -0- -0- -0- -0-
Dividend reinvestment plan....... 6,971 135,408 -0- -0- -0-
Deductions
Foreign currency translation
adjustment.................... -0- -0- -0- (53,530) -0-
Purchases for treasury........... (33,300) (17,982) (424,286) -0- -0-
Dividends -- $.15 per share...... -0- -0- -0- -0- (2,337,953)
---------- ---------- ----------- ---------- -----------
BALANCE AT DECEMBER 31, 1994....... 15,300,092 $8,303,598 $90,606,429 $ (466,191) $32,464,836
========= ========= ========== ========= ==========
</TABLE>

The accompanying notes are an integral part of these statements.

16
<PAGE> 19

<TABLE>

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................... $ 17,831,163 $ 15,394,727 $ 13,109,753
Items not affecting use of cash
Depreciation.................................. 8,821,426 7,077,089 5,922,280
Amortization of excess of cost over fair value
of net assets of companies acquired......... 285,360 243,808 312,979
Amortization of deferred financing costs...... 78,436 56,972 93,824
Amortization of patents and other intangible
assets...................................... 295,115 312,297 81,190
Tax benefit of net operating loss and credit
carryforwards............................... -0- 56,600 551,000
Deferred income taxes......................... 805,577 469,544 923,933
Cash flow provided by (used for) working capital
Accounts receivable........................... (10,821,847) (2,094,805) (7,705,510)
Inventories................................... (4,439,975) (4,065,048) (5,744,523)
Prepaid expenses.............................. (407,734) 375,272 (458,630)
Accounts payable and accrued expenses......... 10,450,114 (4,167,661) 6,936,677
------------ ------------ ------------
Net cash provided by operating activities..... 22,897,635 13,658,795 14,022,973
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment,
net........................................... (12,505,526) (14,108,649) (16,667,537)
Acquisition of patents and other intangible
assets........................................ (14,583) -0- (3,893,390)
Cash dividends paid.............................. (2,337,953) (2,058,288) (1,746,780)
Other............................................ (227,319) 519,709 (1,240,770)
------------ ------------ ------------
Net cash used for investing activities........ (15,085,381) (15,647,228) (23,548,477)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases for treasury........................... (442,268) -0- -0-
Proceeds from issuance of common stock........... -0- 17,634,206 -0-
Borrowings (repayments) net...................... (7,237,066) (17,400,346) 9,760,786
------------ ------------ ------------
Net cash provided by (used for) financing
activities.................................. (7,679,334) 233,860 9,760,786
CASH OF COMPANIES ACQUIRED......................... -0- -0- 25,189
------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
INVESTMENTS...................................... 132,920 (1,754,573) 260,471
CASH AND TEMPORARY CASH INVESTMENTS
January 1........................................ 1,661,783 3,416,356 3,155,885
CASH AND TEMPORARY CASH INVESTMENTS
------------ ------------ ------------
December 31...................................... $ 1,794,703 $ 1,661,783 $ 3,416,356
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest...................................... $ 749,540 $ 1,354,776 $ 1,475,179
Income taxes.................................. 11,138,152 9,372,275 8,107,452
</TABLE>

The accompanying notes are an integral part of these statements.

17
<PAGE> 20

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Myers
Industries, Inc. and all wholly owned subsidiaries. Significant intercompany
accounts and transactions have been eliminated in consolidation.

TRANSLATION OF FOREIGN CURRENCIES

All balance sheet accounts of consolidated foreign subsidiaries are
translated at the current exchange rate as of the end of the accounting period
and income statement items are translated at an average currency
exchange rate. The resulting translation adjustment is recorded as a separate
component of shareholders' equity.

CASH AND TEMPORARY CASH INVESTMENTS

The Company has a cash management program which provides for the investment
of excess cash balances in temporary cash investments. For purposes of this
statement, temporary cash investments, all of which have an original maturity of
ninety days or less, are considered cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost or market. For approximately 73
percent of its inventories, the Company uses the last-in, first-out (LIFO)
method of determining cost. All other inventories are valued at first-in,
first-out (FIFO) method of determining cost.

If the FIFO method of inventory cost valuation had been used exclusively by
the Company, inventories would have been $5,196,000, $3,906,000 and $3,692,000
higher than reported at December 31, 1994, 1993 and 1992, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost less accumulated
depreciation and amortization. The Company provides for depreciation and
amortization on the basis of annual rates expected to amortize the cost of such
assets over their estimated useful lives by the straight-line method.

REVENUE RECOGNITION

The company's revenue recognition policy is to recognize revenue from sales
when goods are shipped.

INCOME TAXES

Deferred income taxes are provided to recognize the timing differences
between financial statement and income tax reporting, principally for
depreciation and certain valuation allowances. Deferred taxes are not provided
on the unremitted earnings of foreign subsidiaries as the Company's intention is
to permanently reinvest these earnings in the operations of these subsidiaries.
If these earnings would be remitted in future years, the taxes due after
considering available foreign tax credits would not be material.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF COMPANIES ACQUIRED

This asset represents the excess of cost over the fair value of net assets
of companies acquired and is being amortized on a straight-line basis over 40
years. Accumulated amortization at December 31, 1994 and 1993 was $2,496,000 and
$2,210,000, respectively.

18
<PAGE> 21

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RESEARCH AND DEVELOPMENT

Research, engineering, testing and product development costs are charged to
current operations as incurred.

NET INCOME PER SHARE

Income per share is determined on the basis of the weighted average number
of Common Shares and common stock equivalents outstanding during the year.
During the years ended December 31, 1994 and 1992 the Company distributed a
five-for-four stock split and during the year ended December 31, 1993 the
Company paid a ten percent stock dividend. All per share data has been adjusted
for the stock dividend and the stock splits.

FINANCIAL INSTRUMENTS

Financial instruments, consisting of cash equivalents, trade and notes
receivable, and long term debt, are recorded at their historical costs which
approximate their fair market value.

ACQUISITIONS

On January 15, 1992, the Company completed the acquisition of Retreaders
Supply Co., Inc., a distributor of tire supplies and retread products. The
transaction was effected through the exchange of 66,356 shares of the Company's
Common Stock for all the issued and outstanding shares of Retreaders Supply Co.,
Inc. Also acquired on January 15, 1992, was Alpha Technical Services, Inc., a
manufacturer of metal products primarily used in the material handling field.
This transaction was effected through the exchange of 12,474 shares of the
Company's Common Stock for all the issued and outstanding shares of Alpha
Technical Services, Inc. These acquisitions have been accounted for as a pooling
of interests and accordingly, the accompanying consolidated financial statements
for the year ending December 31, 1992, include the accounts of both Alpha
Technical Services, Inc. and Retreaders Supply Co., Inc. Prior year amounts have
not been restated as the effect is immaterial.

On August 31, 1992, a subsidiary of the Company acquired all tooling,
patents and marketing rights to a line of commercial bakery trays from
Ekco/Glaco Inc. for approximately $4,900,000. In connection with this
transaction, the Company acquired tooling valued at $1,000,000, patents valued
at $800,000 and other intangible assets representing the value of customer
lists, trademarks and marketing rights. The patents are being amortized on a
straight-line basis over their remaining lives and all other intangible assets
on a straight-line basis over 15 years.

On August 31, 1993, the Company acquired certain assets and operations of
the J.A. Peterson Company, a distributor of tire supplies and retread products,
for approximately $685,000. The acquisition has been accounted for by the
purchase method of accounting and, accordingly, J.A. Peterson's results of
operations have been included in the accompanying consolidated financial
statements beginning September 1, 1993. J.A. Peterson's operations are not
material in relation to the Company's consolidated financial statements and
proforma financial information has therefore not been presented.

On January 28, 1994, the Company acquired certain assets and operations of
Northwest Tire Shop Supply, Inc., a distributor of tire supplies and retread
products, for approximately $356,000. The acquisition has been accounted for by
the purchase method of accounting and, accordingly, Northwest's results of
operations have been included in the accompanying consolidated financial
statements beginning February 1, 1994. Northwest's operations are not material
in relation to the Company's consolidated financial statements and proforma
financial information has therefore not been presented.

19
<PAGE> 22

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

RETIREMENT PLANS

The Company and certain of its subsidiaries have pension and profit sharing
plans covering substantially all of their employees. Two plans are defined
benefit plans with benefits primarily based upon a fixed amount for each year of
service. It is the Company's policy to fund pension costs accrued, which are at
least equal to the minimum required contribution as defined by the Employee
Retirement Income Security Act of 1974.

<TABLE>
For the Company's existing defined benefit plans, net periodic pension
costs was as follows:

<CAPTION>
1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
Service cost-benefit earned during the year..... $ 107,451 $ 117,953 $ 116,219
Interest cost on projected benefit obligation... 148,485 150,083 142,562
Return on plan assets........................... 10,580 (136,481) (137,600)
Net amortization................................ (154,358) (5,049) 4,290
--------- --------- ---------
Net periodic pension cost....................... $ 112,158 $ 126,506 $ 125,471
========= ========= =========
</TABLE>

Assumptions used for these plans were as follows: discount rate, 6.5%; rate
of return on plan assets, 8.0%. Future benefit increases were not considered as
there is no substantive commitment to increase benefits.

<TABLE>
The following table sets forth the plans' funded status at December 31,
1994 and 1993 (in thousands):

<CAPTION>
1994 1993
------------------ -------
OVER- UNDER- UNDER-
FUNDED FUNDED FUNDED
PLANS PLANS PLANS
------ ------- -------
<S> <C> <C> <C>
Projected benefit obligation
Vested benefits......................................... $ 652 $ 1,222 $ 2,294
Non-vested.............................................. 8 192 224
------ ------- -------
Accumulated benefit obligation............................ 660 1,414 2,518
Fair value of plan assets................................. 798 1,327 2,285
------ ------- -------
Projected benefit obligation in excess of plan assets..... 138 (87) (233)
Unrecognized net (gain)................................... (131) (128) (47)
Unrecognized net obligation at date of adoption........... 95 139 282
------ ------- -------
Net projected pension (liability) asset................... $ 102 $ (76) $ 2
===== ====== ======
</TABLE>

A profit sharing plan is maintained for eligible employees, not covered
under defined benefit plans, who meet minimum tenure requirements. The amount to
be contributed by the Company under the profit sharing plan is determined at the
discretion of the Board of Directors. During 1994, the Company terminated a
certain hourly pension plan and covered the employees under the Company's profit
sharing plan. As a result, the Company recognized a $90,000 charge for the
curtailment of this plan. The aggregate cost of all retirement and profit
sharing plans reflected in the accompanying statements of consolidated income is
$1,224,000, $1,104,000 and $1,065,000 for the years 1994, 1993 and 1992,
respectively.

In addition to these plans, the Company entered into an agreement in 1983
with its Chairman providing for annual payments of $200,000, which commenced in
1989 for a term of ten years. Pursuant to an amendment in the plan in July,
1993, the Company will pay the Chairman's widow $200,000 annually during her
lifetime.

20
<PAGE> 23

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LONG-TERM DEBT AND CREDIT AGREEMENTS

<TABLE>
Long-term debt at December 31 consisted of the following:

<CAPTION>
1994 1993
---------- -----------
<S> <C> <C>
Revolving credit agreement......................... $2,000,000 $ 6,500,000
Industrial revenue bonds........................... 2,275,166 5,199,166
Other.............................................. 571,859 384,925
---------- -----------
4,847,025 12,084,091
Less current portion............................... 692,379 1,429,441
---------- -----------
$4,154,646 $10,654,650
========= ==========
</TABLE>

The Company has a Revolving Credit Agreement with a group of banks which
enables the Company to borrow up to $25,000,000 at prime rate on a variable
basis, or on a short-term fixed basis at a rate based upon LIBOR or certificate
of deposits at the participating banks. The agreement is unsecured and expires
on June 30, 1995. At December 31, 1994, the borrowings under this agreement have
been classified as long-term since the Company has commitments to renew this
agreement. The Revolving Credit facility currently bears interest on the
outstanding balance at an average rate of 6.75 percent. In addition, the Company
is required to pay on a quarterly basis a commitment fee of 1/4 percent per
annum on the daily unborrowed portion of the revolving credit commitment.

The industrial revenue bonds are secured by plant and equipment purchased
by the Company with the proceeds of the bonds. In January, 1994, the Company
redeemed $2,330,000 of these by drawing on the Revolving Credit facility. The
remaining bonds mature at various dates through 1999 with variable interest
rates ranging from 4.20 percent to 6.97 percent. One industrial revenue bond is
backed by a standby letter of credit totaling $1,331,250 with an associated fee
of 3/4 percent per annum.

Other includes various notes and capitalized leases which mature in various
amounts through 1999 and bear a weighted average interest rate of 9.71 percent.

The maturities of long-term debt for the five years ending December 31,
1999, are $692,000 in 1995; $622,000 in 1996; $607,000 in 1997; $520,000 in
1998; and $332,000 in 1999. The Revolving Credit Agreement and certain of the
industrial revenue bond issues contain customary covenants which include, among
other things, maintenance of minimum tangible net worth and minimum working
capital, restrictions on certain additional indebtedness and requirements to
maintain certain financial ratios. At December 31, 1994, the Company was in
compliance with these covenants.

LEASES

The Company and certain of its subsidiaries are committed under
non-cancelable operating leases involving certain facilities and equipment.
Aggregate rental expense for all leased assets was $2,359,000, $2,662,000 and
$2,696,000 for the years ended December 31, 1994, 1993 and 1992, respectively.

21
<PAGE> 24

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum rental commitments for the next five years are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, COMMITMENT
----------------------- ----------
<S> <C>
1995 $1,611,000
1996 1,078,000
1997 784,000
1998 295,000
1999 211,000
</TABLE>

INCOME TAXES

The effective tax rate was 40.7% in 1994, 39.5% in 1993 and 40.0% in 1992.
A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
PERCENT OF PRE-TAX INCOME
--------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Statutory Federal income tax rate.................. 35.0% 35.0% 34.0%
State income taxes -- net of Federal tax benefit... 4.7 4.6 5.0
Effect of non-deductible depreciation and
amortization..................................... .6 .6 .9
FASB 109 adoption.................................. -- (.8) --
Other.............................................. .4 .1 .1
---- ---- ----
Effective tax rate for the year.................... 40.7% 39.5% 40.0%
==== ==== ====
</TABLE>

Income taxes consisted of the following:

<TABLE>
<CAPTION>
1994 1993 1992
------------------ ------------------ ------------------
CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED
------- -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Federal..................... $ 9,015 $812 $ 7,707 $414 $ 6,063 $911
Foreign..................... 225 (3) 122 (2) 100 (2)
State and local............. 2,169 (3) 1,755 58 1,640 15
------- -------- ------- -------- ------- --------
$11,409 $806 $ 9,584 $470 $ 7,803 $924
======= ====== ====== ====== ====== ======
</TABLE>

The transactions giving rise to deferred taxes in each of the three years
in the period ended December 31, 1994 are as follows:

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Accelerated depreciation........................... $1,023 $1,149 $331
Undistributed earnings of a Domestic International
Sales Corporation................................ (6) (6) (29)
Compensation....................................... (215) 71 174
Employee benefits trust............................ (23) (127) (14)
Inventory valuation................................ 147 (158) (25)
Allowance for uncollectible accounts............... (62) (45) 109
Non deductible accruals............................ (58) (204) 378
FASB 109 adoption.................................. -- (210) --
------ ------ ----
$ 806 $ 470 $924
====== ====== ====
</TABLE>

22
<PAGE> 25

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES

Significant components of the Company's deferred tax liabilities as of
December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Deferred income tax liabilities:
Accelerated depreciation............................... $5,114 $4,091
Employee benefit trust................................. 227 250
Other.................................................. 81 127
------ ------
5,422 4,468
------ ------
Deferred income tax assets:
Compensation........................................... 1,135 920
Inventory valuation.................................... 671 818
Allowance for uncollectible accounts................... 488 426
Non deductible accruals................................ 258 240
------ ------
2,552 2,404
------ ------
Net deferred income tax liability........................ $2,870 $2,064
====== ======
</TABLE>

At December 31, 1994, the Company had a net operating loss carryforward
from an acquired company of $203,000 which does not begin to expire until 1996.
The benefit related to this loss carryforward will result in the restoration of
previously deferred taxes.

The Company has reduced the excess of cost over fair value of net assets of
companies acquired by $56,600 and $551,000 in 1993 and 1992, respectively, to
reflect the realization of acquired net operating loss carryforwards and tax
credits.

Effective January 1, 1993, the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes," required the Company to change
its method of accounting for income taxes to the asset and liability method.
Under this method, deferred income taxes are recognized for the tax consequences
of "temporary differences" by applying enacted statutory tax rates to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities. Under the Statement, the effect on deferred
taxes of a change in tax rates is recognized in the tax provision in the period
that includes the enactment date. Under the previously used method, deferred
taxes were recognized using the tax rate applicable to the year of calculation
and were not adjusted for subsequent rate changes.

The adoption of this statement, which reduced income tax expense, resulted
in additional net income of $210,000 or $.02 per share in 1993.

STOCK OPTIONS

In 1992, the Company adopted the 1992 Stock Option Plan allowing key
employees to purchase Common Stock of the Company at the market price on the
date of grant. The plan provides that stock options expire five years from date
of grant and are exercisable up to 20 percent of the shares granted each year.
The activity listed below covers both the 1992 Stock Option Plan and the 1982
Incentive Stock Option Plan which expired in 1992.

Stock options granted during the past three years were as follows: during
1994, 97,545 shares at prices from $14.25 to $18.40; during 1993, 6,625 shares
at prices from $15.82 to $19.30; during 1992, 42,570 shares at prices from
$12.18 to $15.70.

23
<PAGE> 26

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Stock options exercised during the past three years were as follows: during
1994, 35,195 shares at prices from $7.95 to $14.27; during 1993, 38,775 shares
at prices from $5.16 to $14.27; during 1992, 61,690 shares at prices from $3.77
to $8.60.

At December 31, 1994, 1993 and 1992 there were outstanding options for the
purchase of 186,807, 135,135 and 186,365 shares respectively, at prices ranging
from $7.95 to $19.30 per share in 1994 and 1993 and $5.16 to $15.70 per share in
1992.

At December 31, 1994 and 1993, there were options for 80,722 and 81,200
shares, respectively that were exercisable.

INDUSTRY SEGMENTS

The Company operates principally in two areas of business, the first being
the distribution of aftermarket repair products and services. These products are
distributed both domestically through branches in major cities in the United
States and in foreign countries where, in some cases, the Company has
controlling interest in companies located in those countries. No single foreign
country represents more than 10 percent of the total sales, income or assets of
the Company. The second major area of the Company's business is polymer and
metal products which are manufactured in Company-owned facilities and
distributed through mass merchandisers, warehouse distributors, sales
representatives and in-house salesmen, principally in the United States.

Operating income before income taxes is total revenues less total operating
expenses. In computing operating income for the major segments of the Company,
general corporate overhead expense and interest expense are not included.

The identifiable assets of each major segment of the Company include
inventories, accounts receivable, net fixed assets, the excess of cost over fair
value of net assets acquired, patents, and other intangible assets attributable
to each segment. Corporate assets are principally land, buildings, computer
equipment, cash and temporary cash investments

24
<PAGE> 27

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
The table sets forth information relating to the Company's operations for
the years ended December 31, 1994, 1993 and 1992, as required by the Statement
of Financial Accounting Standards No. 14.

<CAPTION>
1994 1993 1992
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
NET SALES
Distribution of aftermarket repair products and
services.............................................. $121,748 $107,214 $ 99,873
Manufacturing of polymer and metal products.............. 163,513 147,673 138,202
Intra-segment elimination................................ (11,207) (9,751) (8,820)
-------- -------- --------
$274,054 $245,136 $229,255
======== ======== ========
OPERATING INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
services.............................................. $ 11,387 $ 10,263 $ 7,779
Manufacturing of polymer and metal products.............. 24,418 20,594 19,505
Corporate................................................ (5,139) (4,317) (4,105)
Interest expense-net..................................... (620) (1,091) (1,342)
-------- -------- --------
$ 30,046 $ 25,449 $ 21,837
======== ======== ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
services.............................................. $ 46,966 $ 40,780 $ 39,617
Manufacturing of polymer and metal products.............. 121,635 108,549 97,816
Corporate................................................ 4,492 3,782 6,124
Intra-segment elimination................................ (1,066) (725) (1,476)
-------- -------- --------
$172,027 $152,386 $142,081
======== ======== ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
services.............................................. $ 942 $ 452 $ 1,104
Manufacturing of polymer and metal products.............. 11,071 13,449 15,457
Corporate................................................ 493 208 107
-------- -------- --------
$ 12,506 $ 14,109 $ 16,668
======== ======== ========
DEPRECIATION/AMORTIZATION
Distribution of aftermarket repair products and
services.............................................. $ 598 $ 565 $ 412
Manufacturing of polymer and metal products.............. 7,949 6,249 5,275
Corporate................................................ 274 263 235
-------- -------- --------
$ 8,821 $ 7,077 $ 5,922
======== ======== ========
</TABLE>

25
<PAGE> 28

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

CONTENTS

Report of Independent Accountants for the Myers Industries, Inc. Employee
Stock Purchase Plan

Financial Statements for the Myers Industries, Inc. Employee Stock Purchase
Plan:

(1) Statements of Assets Available for Plan Benefits for the Years
Ended December 31, 1994 and 1993; and

(2) Statements of Changes in Assets Available for Plan Benefits for
the Years Ended December 31, 1994, 1993 and 1992.

Notes to Financial Statements for the Myers Industries, Inc. Employee Stock
Purchase Plan

26
<PAGE> 29

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Myers Industries, Inc. Employee
Stock Purchase Plan Administrator:

We have audited the accompanying statements of assets available for plan
benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of
December 31, 1994 and 1993, and the related statements of changes in assets
available for plan benefits for each of the three years in the period ended
December 31, 1994. These financial statements are the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets available for plan benefits of the Myers
Industries, Inc. Employee Stock Purchase Plan as of December 31, 1994 and 1993,
and the changes in its assets available for plan benefits for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Cleveland, Ohio,
February 8, 1995

27
<PAGE> 30

<TABLE>

MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993

<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Receivable from Trustee.......................................... $82,563 $77,438
(Myers Industries, Inc.)
</TABLE>

<TABLE>
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
Contributions:
Participants' contributions beginning of period......... $ 77,438 $ 65,237 $ 46,601
Participants' contributions during the period........... 299,007 272,147 218,958
Assets Available for Stock Purchase..................... 376,445 337,384 265,559
Less:
Assets Used for Stock Purchases......................... (293,882) (259,946) (200,322)
--------- --------- ---------
Assets Available for Plan Benefits at End of Period..... $ 82,563 $ 77,438 $ 65,237
========= ========= =========
</TABLE>

See accompanying notes to financial statements.

28
<PAGE> 31

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. DESCRIPTION OF PLAN

The following description of the Myers Industries, Inc. Employee Stock
Purchase Plan ("Stock Plan") provides only general information. Participants
should refer to the Plan Agreement and Prospectus for the Stock Plan for a more
complete description of the Plan's provisions.

(a) GENERAL. The shareholders of the Company approved the adoption of a
nonqualified Employee Stock Purchase Plan at the April 28, 1986 Annual Meeting.
The Stock Plan is designed to encourage, facilitate and provide employees with
an opportunity to share in the favorable performance of the Company through
ownership of the Company's Common Stock. The total number of shares of the
Common Stock which may be sold under the Stock Plan is currently limited to
188,176 shares.

(b) PURPOSE. The purpose of the Stock Plan is to provide employees
(including officers) of the Company and its subsidiaries with an opportunity to
purchase Common Stock through payroll deductions.

(c) ADMINISTRATION. The Stock Plan is administered by a committee
appointed by the Board of Directors. All questions of interpretation or
application of the Stock Plan are determined by the Board of Directors (or its
appointed committee) and its decisions are final, conclusive and binding upon
all participants.

(d) ELIGIBILITY AND PARTICIPATION. Any permanent employee (including an
officer) who has been employed for at least one calendar year by the Company, or
its subsidiaries who have adopted the Stock Plan, is eligible to participate in
the Stock Plan, provided that such employee is employed by the Company on the
date his participation is effective and subject to limitations on stock
ownership described in the Stock Plan. Eligible employees become participants in
the Stock Plan by delivering to the Company a subscription agreement authorizing
payroll deductions prior to the commencement of the applicable offering period.

(e) OFFERING DATES. The Stock Plan is generally implemented by one
offering during each calendar quarter. Offering periods commence on the last day
of each calendar quarter. The Board of Directors has the power to alter the
duration of the offering periods without shareholder approval.

(f) PURCHASE PRICE. The price at which shares may be purchased in an
offering under the Stock Plan is 90% of the fair market value of the Common
Stock on the last day of the prior calendar quarter. The fair market value of
the Common Stock on a given date is the closing price for that date as listed on
the American Stock Exchange.

(g) PAYROLL DEDUCTIONS. The purchase price of the shares to be acquired
under the Stock Plan will be accumulated by payroll deductions over the offering
period. The rate of deductions may not be less than five dollars ($5.00) per
week or exceed 10% of a participant's compensation, and the aggregate of all
payroll deductions during the offering may not exceed 10% of the participant's
aggregate compensation for the offering period. A participant may discontinue
his participation in the Stock Plan or may decrease or increase the rate of
payroll deductions at any time during the offering period by filing with the
Company a new authorization for payroll deductions.

All payroll deductions made for a participant are credited to his accounts
under the Stock Plan and are deposited with the general funds of the Company to
be used for any corporate purpose. The amount by which an employee's payroll
deductions exceed the amount required to purchase whole shares will be placed in
a suspense account for the employee with no interest thereon and rolled over
into the next offering period.

29
<PAGE> 32

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(h) WITHDRAWAL. A participant in the Stock Plan may terminate his interest
in a given offering in whole, but not in part, by giving written notice to the
Company of his election to withdraw at any time prior to the end of the
applicable offering period. Such withdrawal automatically terminates the
participant's interest in that offering, but does not have any effect upon such
participant's eligibility to participate in subsequent offerings under the Stock
Plan.

(i) TERMINATION OF EMPLOYMENT. Termination of a participant's employment
for any reason, including retirement or death, cancels his or her participation
in the Stock Plan immediately.

(j) NONASSIGNABILITY. No rights or accumulated payroll deductions of an
employee under the Stock Plan may be pledged, assigned, transferred or otherwise
disposed of in any way for any reason, other than on account of death. Any
attempt to do so may be treated by the Company as an election to withdraw from
the Stock Plan.

(k) AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may at
any time amend or terminate the Stock Plan. Except as provided above, no
amendment may be made to the Stock Plan without prior approval of the
shareholders if such amendment would increase the number of shares reserved
under the Stock Plan, permit payroll deductions at a rate in excess of 10% of a
participant's compensation, materially modify the eligibility requirements or
materially increase the benefits which may accrue to participants under the
Stock Plan.

(l) TAXATION. Participants in the Stock Plan, which is nonqualified for
federal income tax purposes, are taxed currently on the 10% discount in the
purchase price granted by the Stock Plan in the year in which stock is
purchased. The 10% discount is treated as ordinary income to the participant and
that amount is currently deductible by the Company to the extent the
participant's total compensation from the Company is within the "reasonable
compensation" limits imposed by Section 162 of the Internal Revenue Code of
1986, as amended.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PRESENTATION. The accompanying statements of assets available
for plan benefits and statements of changes in assets available for plan
benefits are prepared on the accrual basis of accounting.

(b) ADMINISTRATIVE EXPENSES. Administrative costs and expenses are
absorbed by the Trustee.

30
<PAGE> 33

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information about the directors of the Registrant, see "Election of
Directors" on pages 3 through 6 of Registrant's Proxy Statement dated March 23,
1995 ("Proxy Statement"), which is incorporated herein by reference.

Information about the Executive Officers of Registrant appears in Part I of
this Report.

Disclosures by the Registrant with respect to compliance with Section 16(a)
appear on pages 6 and 7 of the Proxy Statement, and are incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

See "Executive Compensation and Other Information" on pages 7 through 10 of
the Proxy Statement, which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Principal Shareholders" and "Election of Directors" at page 12, and
pages 3 through 6, respectively, of the Proxy Statement, which are incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Certain Relationships and Related Transactions" at page 12 of the
Proxy Statement, which is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following consolidated financial statements of the Registrant appear in
Part II of this Report:

14. (A)(1) FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF MYERS INDUSTRIES, INC. AND
SUBSIDIARIES

Report of Independent Public Accountants

Statements of Consolidated Financial Position as of December 31, 1994
and 1993

Statements of Consolidated Income Years Ended December 31, 1994, 1993
and 1992

Statements of Consolidated Shareholders' Equity Years Ended December
31, 1994, 1993 and 1992

Statements of Consolidated Cash Flows Years Ended December 31, 1994,
1993 and 1992

Notes to Consolidated Financial Statements Years Ended December 31,
1994, 1993 and 1992

FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE
PLAN

Statements of Assets Available for Plan Benefits Years Ended December
31, 1994 and 1993

Statements of Changes in Assets Available for Plan Benefits Years
Ended December 31, 1994, 1993 and 1992

14. (A)(2) FINANCIAL STATEMENT SCHEDULES

Selected Quarterly Financial Data Years Ended December 31, 1994 and 1993

31
<PAGE> 34

The following consolidated financial statement schedules of the Registrant
are included in Item 14(d):

Report of Independent Public Accountants on the Financial Statement
Schedules

Schedule II - Valuation and Qualifying Accounts and Reserves
Years Ended December 31, 1994, 1993 and 1992

All other schedules are omitted because they are inapplicable, not
required, or because the information is included in the consolidated financial
statements or notes thereto which appear in Part II of this Report.

14. (A)(3) EXHIBITS

3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF
INCORPORATION. Reference is made to Exhibit (3)(i) to Form 8-K filed
with the Commission on May 14, 1994.

3(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS.
Reference is made to Exhibit (3)(ii) to Form 8-K filed with the
Commission on May 14, 1994.

10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE STOCK
OPTION PLAN

(b) MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN

(d) MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN

(e) MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

21 Subsidiaries of the Registrant

23 Consent of Independent Public Accountants

27 Financial Data Schedule

EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

<TABLE>
<CAPTION>
PLAN OR ARRANGEMENT REFERENCE LOCATION
------------------------------------------ ---------------------------------------------------
<S> <C>
Myers Industries, Inc. Amended Exhibit (10)(a) to Form 10-K
Restated 1982 Incentive Stock Option Plan for fiscal year ended December 31, 1994

Myers Industries, Inc. 1992 Exhibit 10(d) to Form 10-K
Stock Option Plan for fiscal year ended December 31, 1994
</TABLE>

14.(B) REPORTS ON FORM 8-K: None

14.(C) EXHIBITS: See subparagraph 14(a)(3) above.

32
<PAGE> 35

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON THE FINANCIAL STATEMENT SCHEDULE

To Myers Industries, Inc.:

We have audited in accordance with generally accepted auditing standards,
the financial statements included in Myers Industries, Inc.'s annual report to
shareholders included in this Form 10-K, and have issued our report thereon
dated February 8, 1995. Our audit was made for the purpose of forming an opinion
on those statements taken as a whole. The schedule listed under item 14(a)(2) of
this Form 10-K is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Cleveland, Ohio
February 8, 1995

33
<PAGE> 36

<TABLE>

14.(D) FINANCIAL STATEMENTS AND SCHEDULES:

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
ADDITIONS
----------------------
CHARGED CHARGED
BALANCE AT TO COSTS TO OTHER BALANCE
BEGINNING AND ACCOUNT DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES (DESCRIBED) (DESCRIBED) OF PERIOD
-------------------------------------- ---------- -------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts
1992.................................. $1,720,000 $661,197 $ -0- $998,197(1) $1,383,000
1993.................................. $1,383,000 $900,796 $ -0- $758,796(1) $1,525,000
1994.................................. $1,525,000 $711,683 $ -0- $757,683(1) $1,479,000
<FN>

---------------
(1) Represents the write-off of uncollectible accounts receivable.
</TABLE>

34
<PAGE> 37

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 23, 1995 By: /s/ Gregory J. Stodnick
------------------------------
GREGORY J. STODNICK
Vice President -- Finance and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GREGORY J. STODNICK Vice President -- Finance and March 23, 1995
------------------------------------------ Chief Financial Officer (Principal
GREGORY J. STODNICK Financial and Accounting Officer)

/s/ STEPHEN E. MYERS President, Chief Executive March 23, 1995
------------------------------------------ Officer and Director
STEPHEN E. MYERS (Principal Executive Officer)

Director March , 1995
------------------------------------------
EDWIN P. SCHRANK

/s/ KARL S. HAY Director March 23, 1995
------------------------------------------
KARL S. HAY

/s/ MILTON I. WISKIND Senior Vice President, March 23, 1995
------------------------------------------ Secretary and Director
MILTON I. WISKIND

Director March , 1995
------------------------------------------
RICHARD L. OSBORNE

/s/ SAMUEL SALEM Director March 23, 1995
------------------------------------------
SAMUEL SALEM

/s/ JON H. OUTCALT Director March 23, 1995
------------------------------------------
JON H. OUTCALT

Director March , 1995
------------------------------------------
RICHARD P. JOHNSTON
</TABLE>

35
<PAGE> 38

<TABLE>

INDEX OF EXHIBITS

<CAPTION>
EXHIBIT NO.
-----------
<S> <C>
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION.
Reference is made to Exhibit (3)(i) to Form 8-K filed with the Commission on
May 14, 1994.
(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF REGULATIONS. Reference
is made to Exhibit (3)(ii) to Form 8-K filed with the Commission on May 14,
1994.
10(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED 1982 INCENTIVE STOCK OPTION PLAN
(b) MYERS INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN
(c) FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
(d) MYERS INDUSTRIES, INC. 1992 STOCK OPTION PLAN
(e) MYERS INDUSTRIES, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
21 Subsidiaries of the Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
</TABLE>

<PAGE> 1

EXHIBIT 10(a)

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED 1982 INCENTIVE STOCK OPTION PLAN
<PAGE> 2

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
1982 INCENTIVE STOCK OPTION PLAN

July 18, 1989

<PAGE> 3
TABLE OF CONTENTS

ITEM PAGE

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Purpose . . . . . . . . . . . . . . . . . . . . . . . . 2
Administration . . . . . . . . . . . . . . . . . . . . 2
Shares Subject to the Plan . . . . . . . . . . . . . . 2
Optionees and Allotment of Shares . . . . . . . . . . . 3
Option Price . . . . . . . . . . . . . . . . . . . . . 4
Option Period . . . . . . . . . . . . . . . . . . . . . 5
Limitations Upon Exercise of Option . . . . . . . . . . 6
Options to Conform With Code . . . . . . . . . . . . . 6
Method of Exercise and Time of Payment . . . . . . . . 7
Effect of Changes in Shares Subject to the Plan . . . . 7
Non-Assignability . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . 8
Right to Terminate Employment . . . . . . . . . . . . . 8
Modification of Option . . . . . . . . . . . . . . . . 8
Amendment and Discontinuance of Plan . . . . . . . . . 8
Effective Date . . . . . . . . . . . . . . . . . . . . 9
<PAGE> 4
MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
1982 INCENTIVE STOCK OPTION PLAN

DEFINITIONS

As used in this instrument, the following words shall have the
following meanings:

The "Plan" shall mean this Myers Industries, Inc. 1982 Incentive Stock
Option Plan, as it may be amended from time to time.

The "Corporation" shall mean Myers Industries, Inc.

The "Board" shall mean the Board of Directors of the Corporation.

The "Committee" shall mean a committee of not less than three (3)
members of the Board who shall be appointed from time to time by the
Board.

The "Optionee" or "Optionees" shall mean those Key Employees of the
Corporation to whom options are granted.

The "Option Period" shall mean that period during which an option may
be exercised.

The "Code" shall mean the Internal Revenue Code of 1986, and any
reference to such Code shall be deemed to include all amendments
thereof.

The "Act" shall mean the Federal Securities Act of 1933, and any
reference to such Act shall be deemed to include all amendments
thereof.

"Subsidiary" shall mean any present or future subsidiary of the
Corporation (as that term is defined in Section 425 of the Code).

The "Key Employees" shall mean those employees of the Corporation or
any Subsidiary who the Committee ascertains are key employees of the
Corporation.

"Common Shares" shall mean the Common Shares of the Corporation
without par value.

-1-
<PAGE> 5
THE PLAN

1. PURPOSE

This Plan is intended as an incentive to encourage stock ownership by
certain Key Employees. The Plan is intended to allow such Key Employees to
acquire or to increase their proprietary interest in the Corporation and to
encourage them to remain in the employ of the Corporation or a Subsidiary. It
is further intended that the options issued pursuant to this Plan shall (i)
qualify as Incentive Stock Options within the meaning of Section 422A of the
Code, or (ii) not qualify as Incentive Stock Options within the meaning of
Section 422A of the Code.

2. ADMINISTRATION

The Plan shall be administered by the Committee, and members of the
Committee shall not be eligible to participate in the Plan. The Committee is
authorized (but only to the extent not contrary to the express provisions of
the Plan) to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to determine the form and content of options
to be issued under the Plan, to make such determinations as are hereinafter
expressly provided to be determined by the Committee, and to take such other
action as the Committee shall consider necessary or advisable for the
administration of the Plan. A majority of the Committee shall constitute a
quorum, and the action of a majority of the members of the Committee present at
any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be acts of the Committee. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted under it.

3. SHARES SUBJECT TO THE PLAN

Except as otherwise provided in Section 10 hereof, the Committee, from
time to time, may provide for the option and sale in the aggregate of up to
152,685 (as adjusted for stock splits and stock dividends) Common Shares
without par value of the Corporation, subject, however, to adjustments as
provided in Section 10 of the Plan. If an option ceases to be exercisable in
whole or in part for any reason, the Common Shares which were subject to such
option but as to which the option had not been exercised shall continue to be
available under the Plan. Common Shares shall be made available from
authorized and unissued Common Shares or treasury shares.

Each option granted under the Plan shall be subject to the requirement
and condition that if the Board shall determine that the listing, registration
or qualification upon any securities exchange under any state or federal law,
or the approval or consent of any governmental body is necessary or desirable
as a condition of granting such option, or the issue or purchase of any shares
thereunder, then no such option may be exercised in whole or in part unless or
until such listing, registration, qualification or approval has been obtained,
free of any conditions which are not acceptable to the Board of the
Corporation.

-2-
<PAGE> 6
4. OPTIONEES AND ALLOTMENT OF SHARES

From time to time the Committee shall determine and designate those
Key Employees to whom options are to be granted, the number of Common Shares to
be offered to each, and the respective dates upon which such options shall be
granted; provided, however, that no option may be granted hereunder after
December 31, 1991. The Committee, with the approval of the Board, may grant
the right to the employee to receive additional compensation (in cash or
property) at the time of exercise of the incentive stock option or other stock
option so long as the additional amount is subject to inclusion in the
employee's gross income under the provisions of Sections 61 and 83 of the Code.
Directors of the Corporation who are not otherwise officers or employees of the
Corporation shall not be eligible to participate in the Plan. The options shall
contain such conditions and restrictions as to the purchase and delivery of
shares as the Committee may deem advisable for the protection of the
Corporation, subject to the general directions in Section 8 of this Plan.

The aggregate fair market value of the Common Shares with respect to
which incentive stock options may be granted to any employee under this Plan
shall be limited as follows:

(a) In the case of options granted hereunder on or before
December 31, 1987, the aggregate fair market value (determined as of
the time the options are granted) of the Common Shares for which any
employee may be granted incentive stock options in any calendar year
(under all incentive stock option plans of the Corporation and its
parent, if any, and subsidiary or subsidiaries) shall not exceed
$100,000 plus any unused limit carryover to such year. If $100,000
exceeds the aggregate fair market value (determined as of the time the
options are granted) of the Common Shares for which an employee was
granted options in any calendar year after 1980 (under all plans
described in Section 422A(b)(2) of the Code of his employer
corporation and its parent and subsidiary corporation) one-half of
such excess shall be an unused limit carryover to each of the three
succeeding calendar years. The amount of the unused limit carryovers
from any calendar year which may be taken into account in any
succeeding calendar year which may be taken into account in any
succeeding calendar year shall be the amount of such carryover reduced
by the amount of such carryover which was used in prior calendar
years. For purposes of the preceding sentence, the amount of options
granted during any calendar year shall be treated as first using up
the $100,000 current year limitation, and then shall be treated as
using up unused limit carryovers to such year in the order of the
calendar years in which the carryovers arose.

(b) In the case of an option granted hereunder after
December 31, 1987, the aggregate fair market value (determined at the
time the options are granted) of the Common Shares with respect to
which such options are exercisable for the first time by the employee
during any calendar year (under all incentive stock option plans of
his or her employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.

-3-
<PAGE> 7
No option shall be granted to any employee who, immediately before the
grant, owns (within the meaning of Section 425(d) of the Code) shares
representing more than 10 percent of the total combined voting power of all
classes of stock of the Corporation or its parent or subsidiaries. However,
this restriction shall not apply if, notwithstanding Section 5 or 6 or any
other provision of this Plan, the price of any such option is at least 110
percent of the fair market value (at the time the option is granted) of the
shares subject to the option and the option by its terms is not exercisable
more than five (5) years from the date it is granted.

Nothing contained in this Section 4 shall be deemed to prevent the
grant of nonqualified stock options in excess of the maximum established by
Section 422A of the Code.

5. OPTION PRICE

The option price of each of the Common Shares of the Corporation which
shall be offered from time to time shall be not less than 100 percent of the
fair market value of the shares at the time the option is granted. Such fair
market value shall be determined as follows:

(a) If at the time of the grant of any option hereunder,
there is a market for the Common Shares of the Corporation on a stock
exchange, on an over-the-counter market, or otherwise, the mean
between the highest and lowest quoted selling prices on the valuation
date shall be the fair market value per share. If there were no sales
on the valuation date, but there were sales on dates within a
reasonable period both before and after the valuation date, the fair
market value is determined by taking a weighted average of the means
between the highest and lowest sales on the nearest date before and
the nearest date after the valuation date. The average is to be
weighted inversely by the respective numbers of trading days between
the selling dates and the valuation date. For example, assume that
sales of stock nearest the valuation date (Friday, June 15) occurred
two trading days before (Wednesday, June 13) and three trading days
after (Wednesday, June 20) and that on these days the mean sale prices
per share were $10 and $15, respectively. The price of $12 shall be
taken as representing the fair market value of a share of the stock as
of the valuation date determined as follows:

(3 x 10) + (2 x 15)
-------------------
5

If, instead, the mean sale prices per share on June 13 and June 20 were $15 and
$10, respectively, the price of $13 shall be taken as representing the fair
market value determined as follows:

(3 x 15) + (2 x 10)
-------------------
5

(b) If the provisions of Subsection (a) of this Section
are inapplicable because actual sales are not available during a
reasonable period beginning before and ending after the valuation
date, the fair market value shall be determined by taking the mean

-4-
<PAGE> 8
between the bona fide bid and asked prices on the nearest trading date
before and the nearest trading date after the valuation date, if both
such nearest dates are within a reasonable period. The average is to
be determined in the manner described in Subsection (a) of this
Section. If there are no actual sale prices or bona fide bid and asked
prices available on a date within a reasonable period before the
valuation date, but such prices are available on a date within a
reasonable period after the valuation date, or vice versa, then the
mean between the highest and lowest available sale prices or bid and
asked prices shall be taken as the value.

(c) If at the time of the grant of any option hereunder
the Common Shares of the Corporation are not listed on a stock
exchange or if there is no public market for the Common Shares of the
Corporation, or if selling prices or bid and asked prices do not
reflect fair market value, the fair market value of such shares shall
be determined by the Committee.

For the purpose of this Plan, the day on which the Committee approves the
granting of an option shall be considered the date on which such option is
granted.

6. OPTION PERIOD

The Option Period shall commence on the day on which the Committee
approves the granting of the option and shall end not more than ten (10) years
from the date on which an option hereunder is granted; subject, however, to the
following:

(a) If, following the commencement of the Option Period
the employment of an Optionee shall be terminated, all rights to
purchase Common Shares pursuant to such option (including rights to
purchase Common Shares thereunder which have accrued, but which at
such time remain unexercised) shall forthwith cease and terminate;
provided, however, that: (i) if such termination of employment should
occur as a result of such Optionee's disability or such retirement as
shall be approved by the Corporation or by any Subsidiary by whom such
Optionee was employed, such option may be exercised by him at any time
prior to the expiration date of the option, or prior to the expiration
of three (3) months (twelve (12) months in the case of an employee who
is disabled within the meaning of Section 105(d)(4) of the Code) after
the date of such termination, whichever shall first occur, and (ii) if
such termination shall occur as the result of the Death of an
Optionee, his option shall be exercisable only by the executor,
administrator, or other qualified personal representative of his
estate, or by such person who acquired the right to exercise such
option by bequest or inheritance or by reason of the death of such
Optionee; and in such event, the option may be exercised only prior to
the end of the Option Period, or within a period ending on the last
day of the sixth month following the death of such Optionee, whichever
shall first occur.

-5-
<PAGE> 9
(b) If at any time the Committee shall determine that an
Optionee has intentionally committed an act materially adverse to the
interests of the Corporation, the Committee shall notify the Optionee
and concurrently with said notice his option shall thereupon become
null, void, and of no effect.

7. LIMITATIONS UPON EXERCISE OF OPTION

During the Option Period applicable to any option hereunder, such
option shall be exercisable at the time and only as to the number of Common
Shares, as follows:

(a) At any time during the first year of the Option
Period, but within the Option Period -- up to twenty percent (20%) of
the number of Common Shares pertaining to such option.

(b) At any time during the second year of the Option
Period, but within the Option Period -- up to an additional twenty
percent (20%) of the number of Common Shares pertaining to such
option.

(c) At any time during the third year of the Option
Period, but within the Option Period -- up to an additional twenty
percent (20%) of the number of Common Shares pertaining to such
option.

(d) At any time during the fourth year of the Option
Period, but within the option Period -- up to an additional twenty
percent (20%) of the number of Common Shares pertaining to such
option.

(e) At any time after the fourth year of the Option
Period, but within the Option Period -- up to the remainder of the
number of Common Shares pertaining to such option which have not yet
been purchased during the first four years.

If any of the events referred to in Subsection 6(a) occur, such
options shall be exercisable after termination of employment or death, as the
case may be, subject to the appropriate Option Period therein provided, only as
to the number of Common Shares as to which such option is exercisable under
this Section 7 immediately prior to such termination of employment or death.

8. OPTIONS TO CONFORM WITH CODE

The qualified incentive stock options granted under this Plan may
contain such provisions as are deemed advisable to permit qualification as
"Incentive Stock Options" within the meaning of Section 422A(b) of the Code,
and such Incentive Stock Options may be amended, if necessary, to permit such
qualification. In no event shall such Incentive Stock Options be exercisable
after the expiration of such period as may be permissible with respect to
Incentive Stock Options.

-6-
<PAGE> 10
With respect to Incentive Stock Options granted on or before December
31, 1987, no option shall be exercisable while there is outstanding any
Incentive Stock Option which was granted before the granting of the option
sought to be exercised by the Optionee to whom such latter option is granted to
purchase Common Shares in the Corporation or in a corporation which, at the
time the option sought to be exercised is granted, is a parent or subsidiary of
the Corporation, or is a predecessor corporation of the Corporation or of such
parent or subsidiary corporation. For purposes of this paragraph, an option
shall be treated as "outstanding" until such option is exercised in full or
expires by reason of lapse of time.

Options which are granted or amended, and not meant to qualify as
Incentive Stock Options, shall not be subject to this provision.

9. METHOD OF EXERCISE AND TIME OF PAYMENT

An option granted pursuant to this Plan may be exercised, subject to
the provisions relative to its termination and limitations on its exercise,
from time to time only by (a) written notice to exercise the option with
respect to a specified number of Common Shares, (b) payment to the Corporation
in cash, by check, or with shares of stock of the Corporation
(contemporaneously with delivery of each such notice) of the full amount of the
option price of the number of Common Shares with respect to which the option is
then being exercised, and (c) if the Corporation shall so require, written
representation that the Common Shares received upon the exercise of the option
are being acquired for investment and with no present view to the
redistribution or resale of them within the meaning of the Act. Any stock of
the Corporation used to pay for shares acquired upon exercise of an option
granted herein shall be valued on the date of exercise at fair market value as
determined in Section 5 of this Plan. Each such notice, payment, and
representation shall be delivered, or mailed by prepaid registered mail,
addressed to the treasurer of the Corporation at the Corporation's executive
offices in Akron, Ohio. The date of receipt shall be deemed the date of
exercise.

10. EFFECT OF CHANGES IN SHARES SUBJECT TO THE PLAN

The number of Common Shares available for option, the number of Common
Shares covered by each outstanding option, and the price per Common Share
thereof in each such option, shall be proportionately adjusted to reflect any
increase or decrease in the number of issued Common Shares of the Corporation
resulting from a subdivision or consolidation of Common Shares, the declaration
of share dividends, or recapitalization resulting in share split-ups or
combinations or exchanges of Common Shares, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the
Corporation.

If the Corporation shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain and apply to the security
to which a holder of the number of Common Shares subject to the option would
have been entitled. A dissolution or liquidation of the Corporation, or a
merger or consolidation in which the Corporation is not the surviving
corporation, shall cause each outstanding option to terminate, provided that
during the Option Period each Optionee shall have the right immediately prior
to such dissolution or liquidation,

-7-
<PAGE> 11
or merger or consolidation in which the Corporation is not the surviving
corporation, to exercise his option in whole or in part without regard to the
installment provisions of Section 7 of this Plan.

11. NON-ASSIGNABILITY

Options granted under this Plan are not transferable otherwise than by
will or the laws of descent and distribution, and during the lifetime of any
Optionee such option shall be exercisable only by him.

12. USE OF PROCEEDS

The proceeds received by the Corporation from the sale of Common
Shares pursuant to this Plan will be used for its general corporate purposes.

13. RIGHT TO TERMINATE EMPLOYMENT

The Plan shall not confer upon any employee any right with respect to
being continued in the employ of the Company and its subsidiaries or to
interfere in any way with the right of the Company and its subsidiaries, to
terminate his employment at any time, nor shall it interfere in any way with
the employee's rights to terminate his employment.

14. MODIFICATION OF OPTION

At any time and from time to time, the Committee with the consent of
an Optionee may direct execution of an instrument providing for the
modification, extension, or renewal of any outstanding option, provided no such
modification, extension, or renewal shall confer upon the Optionee any right or
benefit which could not be conferred on him by the grant of a new option at
such time; and provided, further, that no modification shall be made which
shall specify a lower option price or in any manner have the effect of
disqualifying such option as an Incentive Stock Option within the meaning of
Section 422A(b) of the Code, but only, to the extent such stock option is
intended to qualify as an Incentive Stock Option.

15. AMENDMENT AND DISCONTINUANCE OF PLAN

The Board shall have the right to amend, suspend, or terminate this
Plan at any time, provided, however, that no such action shall affect or in any
way impair the rights of an Optionee under any option theretofore granted under
the Plan, and provided further, that unless first duly approved by the common
shareholders of the Corporation entitled to vote thereon at a meeting (which
may be the annual meeting) duly ca]led and held for such purpose, no amendment
or change shall be made in the Plan (a) increasing the total number of shares
which may be purchased under the Plan; (b) changing the minimum purchase price
hereinbefore specified for the optioned shares; (c) changing the Option Period;
or (d) changing the time limitation on the granting of options under the Plan
hereinbefore specified.

-8-
<PAGE> 12
16. EFFECTIVE DATE

The Plan was adopted by the Board on March 11, 1982.

The effective date of this Plan is April 23, 1982.

The Plan was approved by the shareholders of the Corporation entitled
to vote on April 23, 1982.

The Plan was Amended and Restated by the Board on January 29, 1988.

The Plan was Amended and Restated by the Shareholders on April 26,
1989.

The Plan was Amended and Restated by the Board on July 18, 1989.

-9-

<PAGE> 1

EXHIBIT 10(b)

MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2

MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Myers Industries, Inc., an Ohio corporation (hereinafter referred to
as the "Company"), hereby adopts the Myers Industries, Inc. Employee Stock
Purchase Plan (hereinafter referred to as the "Plan") which shall contain the
following terms and conditions:

1. PURPOSE

The Plan is intended as an incentive to encourage stock ownership in
the Company by all employees of the Company and its affiliates so that they may
acquire or increase their proprietary interest in the success of the Company
and to encourage them to remain in the employ of the Company.

2. TERM OF THE PLAN

The Plan will continue from year to year but it may be modified or
discontinued by the Company at any time.

3. ADMINISTRATION

The Plan will be administered by a committee appointed by the Board of
Directors of the Company (hereinafter referred to as the "Committee"). The
Committee shall consist of not less than three (3) members of the Company's
Board of Directors. The Board of Directors may, from time to time, remove
members from, or add members to, the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors. Acts of a
majority of the Committee at a meeting at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be valid acts of the Committee.

The interpretation and construction by the Committee of any provisions
of the Plan shall be final unless otherwise determined by the Board of
Directors. No member of the Board of Directors of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan.

4. ELIGIBILITY

All employees of the Company, or any of its affiliates, who have been
continuously in the employment of the Company, or any of its affiliates, for a
period of at least one (1) year shall be eligible to participate in the Plan
(hereinafter referred to as "Eligible Employees").
<PAGE> 3
5. STOCK

The stock subject to the Plan shall be shares of the Company's
authorized but unissued common stock without par value (hereinafter referred to
as the "Common Stock") or shares of the Common Stock held as treasury shares by
the Company. The aggregate number of shares that may be purchased under this
Plan shall not exceed 65,000 shares of Common Stock.

6. PARTICIPATION

Eligible Employees who wish to participate in the Plan shall execute a
form to be furnished by the Company indicating that they authorize and instruct
the Company to deduct from their weekly or semi-monthly pay a specified amount,
to be applied to the purchase of the Company's Common Stock for each
individual's account. Payroll deductions may not be less than Five and
no/100ths Dollars ($5.00) per week and not more than ten percent (10%) of the
Eligible Employee's salary and wages. Payroll deductions may be made in whole
dollar amounts only and the amount of payroll deductions may be changed or
terminated by the participant at any time subject to the limitations set forth
above. Payroll deductions, or revisions thereto, will be effective and will
commence with pay checks issued not later than the second pay period following
receipt of the participant's signed payroll deduction authorization or notice.

7. PURCHASE OF STOCK

During the term of this Plan and on the last day of each calendar
quarter, the Company shall apply the funds received from each participating
Eligible Employee during the quarter towards the purchase from the Company of
Common Stock. The purchase price to be paid to the Company for each share of
Common Stock purchased under the Plan shall be ninety percent (90%) of the fair
market value of a share of Common Stock as indicated by the closing price of a
share of Common Stock as quoted by the American Stock Exchange at the close of
business on the last day of the quarter. The funds allocated to each
participant in the Plan shall be applied toward the purchase of the greatest
number of whole shares of Common Stock that can be purchased using the purchase
price determined in accordance with this Paragraph. If the funds allocated to
a participant are not sufficient to purchase a whole share of Common Stock or
if the funds allocated to a participant are not evenly divisible into the
purchase price of whole shares of Common Stock, the participants funds or the
balance remaining after purchase of the greatest number of whole shares of
Common Stock, as the case may be, will be retained by the Company in a
non-interest bearing suspense account until the last day of the next quarter
when such funds, along with any other funds received from the participant
during the quarter, shall be applied towards the purchase of Common Stock in
accordance with this Paragraph. If the aggregate number of whole shares of
Common Stock that may be purchased on the last day of the quarter would cause
the aggregate number of shares of Common Stock purchased pursuant to this Plan
during its term to exceed the limit set forth in Paragraph 5 of this Plan, the
number of shares that may be purchased by the Company on behalf of the
participants shall be reduced so that such limit is not exceeded. In such
event, the shares purchased shall be allocated to a Plan participant in the
same proportion as the funds held by the Company on behalf of the participant
bears to the total of the funds held by the Company on behalf of all
participants in
<PAGE> 4
the Plan and the balance of the funds credited to each participant shall be
refunded to the participants.

8. ISSUANCE OF STOCK CERTIFICATES

Stock certificates for Common Stock purchased by participants pursuant
to this Plan, shall be issued in the name of the participant on or before the
last day of the quarter following the quarter in which a purchase of Common
Stock is made in the name of the participant.

9. RIGHTS OF A STOCKHOLDER

A participant in this Plan shall have no rights as a stockholder in
the Company with respect to any shares purchased pursuant to this Plan until
the date of issuance of a stock certificate to him or her for the shares so
purchased. No adjustment shall be made for dividends (ordinary, extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued.

10. TERMINATION

In the event that a participant dies, terminates his or her employment
with the Company or elects to withdraw from the Plan for any reason, or the
Company discontinues the Plan, all shares of Common Stock standing in the name
of the participant or purchased on behalf of the participant prior to such
event, shall be transferred to the participant or to his order, or in the event
of the participant's death, to the participant's legal representative. Cash
held in the name of participant that has not been used to purchase Common Stock
will promptly be refunded to the participant or to his legal representative, as
the case may be.

11. AMENDMENT TO THE PLAN

The Board of Directors of the Company may, in their sole discretion
and to the extent permitted by law, from time to time, amend, revise or
discontinue the Plan in any respect whatsoever.

12. APPLICATION OF FUNDS

The proceeds received by the Company from the sale of Common Stock to
participants in the Plan will be used for general corporate purposes.

13. GOVERNING LAW

This Plan shall be construed under and governed by the laws of the
State of Ohio.
<PAGE> 5
14. CONSTRUCTION

In the event that any of the provisions of this Plan are determined to
be void or unenforceable by a court of competent jurisdiction, this Plan shall
not become void in its entirety as a result of such determination, but shall be
construed as if such void or unenforceable provision was not originally a part
of the Plan.

15. SUCCESSORS

This Plan shall be binding upon the Company and the participants and
their respective heirs, successors, legal representatives, administrators and
assigns.

IN WITNESS WHEREOF, the Company has caused the Plan to be duly
executed the day and year above first written.

MYERS INDUSTRIES, INC.

By: /s/ Stephen E. Myers
-----------------------------
Its President

Attest: /s/ Milton I. Wiskind
-------------------------

<PAGE> 1

EXHIBIT 10(c)

MYERS INDUSTRIES, INC.
FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT made this ___ day of ______ 19__,
between Myers Industries, Inc., an Ohio corporation (the "Company") and
______________, a director, officer, employee, agent or representative (as
hereinafter defined) of the Company (the "Indemnitee").

R E C I T A L S:

A. The Company and the Indemnitee are each aware of the exposure
to litigation of officers, directors, employees, agents and representatives of
the Company as such persons exercise their duties to the Company;

B. The Company and the Indemnitee are also aware of conditions in
the insurance industry that have affected and may continue to affect the
Company's ability to obtain appropriate liability insurance on an economically
acceptable basis;

C. The Company desires to continue to benefit from the services
of highly qualified, experienced and otherwise competent persons such as the
Indemnitee;

D. The Indemnitee desires to serve or to continue to serve the
Company as a director, officer, employee, or agent or as a director, officer,
employee, agent, or trustee of another corporation, joint venture, trust or
other enterprise in which the Company has a direct or indirect ownership
interest, for so long as the Company continues to provide, on an acceptable
basis, adequate and reliable indemnification against certain liabilities and
expenses which may be incurred by the Indemnitee.

NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:

1. INDEMNIFICATION. The Company shall indemnify the Indemnitee
with respect to his activities as a director, officer, employee or agent of the
Company and/or as a person who is serving or has served at the request of the
Company ("representative") as a director, officer, employee, agent or trustee
of another corporation, joint venture trust or other enterprise, domestic or
foreign, in which the Company has a direct or indirect ownership interest (an
"affiliated entity") against expenses (including, without limitation,
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by him ("Expenses") in connection with any claim against
Indemnitee which is the subject of any threatened, pending or completed action,
suit or other type of proceeding, whether civil, criminal, administrative,
investigative or otherwise and whether formal or informal (a "Proceeding"), to
which Indemnitee was, is or is threatened to be made a party by reason of facts
which include Indemnitee's being or having been such a director, officer,
employee, agent or representative, to the extent of the highest and most
advantageous to the Indemnitee, as determined by the Indemnitee, of one or any
combination of the following:
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(a) The benefits provided by the Company's Amended Code
of Regulations ("Regulations") in effect on the date hereof, a copy of the
relevant portions of which are attached hereto as Exhibit A;

(b) The benefits provided by the Amended and Restated
Articles of Incorporation, Regulations or their equivalent of the Company in
effect at the time Expenses are incurred by Indemnitee;

(d) The benefits allowable under the law of the
jurisdiction under which the Company exists at the time Expenses are incurred
by the Indemnitee;

(e) The benefits available under any liability insurance
obtained by the Company; and

(f) Such other benefits as are or may be otherwise
available to Indemnitee.

Combination of two or more of the benefits provided by (a) through (f)
shall be available to the extent that the Applicable Document, as hereafter
defined, does not require that the benefits provided therein be exclusive of
other benefits. The document or law providing for the benefits listed in items
(a) through (f) above is called the "Applicable Document" in this Agreement.
Company hereby undertakes to use its best efforts to assist Indemnitee, in all
proper and legal ways, to obtain the benefits selected by Indemnitee under item
(a) through (f) above.

For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans for employees of the Company or of any
affiliated entity without regard to ownership of such plans; references to
"fines" shall include any excise taxes assessed on the Indemnitee with respect
to any employee benefit plan; references to "serving at the request of the
Company" shall include any service as a director, officer, employee or agent of
the Company which imposes duties on, or involves services by, the Indemnitee
with respect to an employee benefit plan, its participants or beneficiaries;
references to the masculine shall include the feminine; references to the
singular shall include the plural and vice versa; and if the Indemnitee acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan, he shall be
deemed to have acted in a manner consistent with the standards required for
indemnification by the Company under the Applicable Documents.

2. INSURANCE. The Company may, but need not, maintain liability
insurance for so long as Indemnitee's services are covered hereunder, provided
and to the extent that such insurance is available on a basis acceptable to the
Company. However, the Company agrees that the provisions hereof shall remain
in effect regardless of whether liability or other insurance coverage is at any
time obtained or retained by the Company; except that any payments in fact made
to Indemnitee under an insurance policy obtained or retained by the Company
shall reduce

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the obligation of the Company to make payments hereunder by the amount of the
payments made under any such insurance policy.

3. PAYMENT OF EXPENSES. At Indemnitee's request, after receipt
of written notice pursuant to Section 6 hereof and an undertaking in the form
of Exhibit B attached hereto by or on behalf of Indemnitee to repay such
amounts so paid on Indemnitee's behalf if it shall ultimately be determined
under the Applicable Document that Indemnitee is not entitled to be indemnified
by the Company for such Expenses, the Company shall pay the Expenses as and
when incurred by Indemnitee. That portion of Expenses which represents
attorneys' fees and other costs incurred in defending any proceeding shall be
paid by the Company within thirty (30) days of its receipt of such request,
together with reasonable documentation (consistent, in the case of attorneys'
fees, with Company practice in payment of legal fees) evidencing the amount and
nature of such Expenses, subject to its also having received such a notice and
undertaking.

4. ADDITIONAL RIGHTS. The indemnification provided in this
Agreement shall not be exclusive of any other indemnification or right to which
Indemnitee may be entitled and shall continue after Indemnitee has ceased to
occupy a position as an officer, director, employee, agent or representative as
described in Section 1 above with respect to Proceedings relating to or arising
out of Indemnitee's acts or omissions during his service in such position.

5. NOTICE TO COMPANY. Indemnitee shall provide to the Company
prompt written notice of any Proceeding brought, threatened, asserted or
commenced against Indemnitee with respect to which Indemnitee may assert a
right to indemnification hereunder; provided that failure to provide such
notice shall not, in any way, limit Indemnitee's rights under this Agreement.

6. COOPERATION IN DEFENSE AND SETTLEMENT. Indemnitee shall not
make any admission or effect any settlement without the Company's written
consent unless Indemnitee shall have determined to undertake his own defense in
such matter and has waived the benefits of this Agreement. The Company shall
not settle any Proceeding to which Indemnitee is a party in any manner which
would impose any Expense on Indemnitee without his written consent. Neither
Indemnitee nor the Company will unreasonably withhold consent to any proposed
settlement. Indemnitee and the Company shall cooperate to the extent
reasonably possible with each other and with the Company's insurers, in
attempts to defend and/or settle such Proceeding.

7. ASSUMPTION OF DEFENSE. Except as otherwise provided below, to
the extent that it may wish, the Company jointly with any other indemnifying
party similarly notified will be entitled to assume Indemnitee's defense in any
Proceeding, with counsel mutually satisfactory to Indemnitee and the Company.
After notice from the Company to Indemnitee of the Company's election so to
assume such defense, the Company will not be liable to Indemnitee under this
Agreement for Expenses subsequently incurred by Indemnitee in connection with
the defense thereof other than reasonable costs of investigation or as
otherwise provided below. Indemnitee shall have the right to employ counsel in
such Proceeding, but the fees and expenses of such counsel incurred after
notice from the Company of its assumption of the defense thereof shall be at
Indemnitee's expense unless:

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(a) The employment of counsel by Indemnitee has been
authorized by the Company;

(b) Counsel employed by the Company initially is
unacceptable or later becomes unacceptable to Indemnitee and such
unacceptability is reasonable under then existing circumstances;

(c) Indemnitee shall have reasonably concluded that there
may be a conflict of interest between Indemnitee and the Company in the conduct
of the defense of such Proceeding; or

(d) The Company shall not have employed counsel promptly
to assume the defense of such Proceeding, in each of which cases the fees and
expenses of counsel shall be at the expense of the Company and subject to
payment pursuant to this Agreement. The Company shall not be entitled to
assume the defense of Indemnitee in any Proceeding brought by or on behalf of
the Company or as to which Indemnitee shall have made either of the conclusions
provided for in clause (b) or (c) above.

8. ENFORCEMENT. In the event that any dispute or controversy
shall arise under this Agreement between Indemnitee and the Company with
respect to whether the Indemnitee is entitled to indemnification in connection
with any Proceeding or with respect to the amount of Expenses incurred, then
with respect to each such dispute or controversy Indemnitee may seek to enforce
the Agreement through legal action or, at Indemnitee's sole option and request,
through arbitration. If arbitration is requested, such dispute or controversy
shall be submitted by the parties to binding arbitration in the City of Akron,
State of Ohio, before a single arbitrator agreeable to both parties; provided
that indemnification in respect of any claim, issue or matter in a Proceeding
brought against Indemnitee by or in the right of the Company and as to which
Indemnitee shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Company shall be submitted to arbitration
only to the extent permitted under the Company's Code of Regulations and
applicable law then in effect. If the parties cannot agree on a designated
arbitrator within 15 days after arbitration is requested in writing by either
of them, the arbitration shall proceed in the City of Akron, State of Ohio,
before an arbitrator appointed by the American Arbitration Association. In
either case, the Arbitration proceeding shall commence promptly under the rules
then in effect of that Association and the arbitrator agreed to by the parties
or appointed by that Association shall be an attorney other than an attorney
who has, or is associated with a firm having associated with it an attorney
which has, been retained by or performed services for the Company or Indemnitee
at any time during the five years preceding the commencement of arbitration.
The award shall be rendered in such form that judgment may be entered thereon
in any court having jurisdiction thereof. The prevailing party shall be
entitled to prompt reimbursement of any costs and expenses (including, without
limitation, reasonable attorneys' fees) incurred in connection with such legal
action or arbitration; provided that Indemnitee shall not be obligated to
reimburse the Company unless the arbitrator or court which resolves the dispute
determines that Indemnitee acted in bad faith in bringing such action or
arbitration.

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9. EXCLUSIONS. Notwithstanding the scope of indemnification
which may be available to Indemnities from time to time under any Applicable
Document, no indemnification, reimbursement or payment shall be required of the
Company hereunder with respect to:

(a) Any claim or any part thereof as to which Indemnitee
shall have been adjudged by a court of competent jurisdiction from which no
appeal is or can be taken to have acted in willful misfeasance, or willful
disregard of his duties, except to the extent that such court shall determine
upon application that, despite the adjudication of liability, but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such expenses as the court shall deem Proper;

(b) Any claim or any part thereof arising under Section
16(b) of the Exchange Act pursuant to which Indemnitee shall be obligated to
pay any penalty, fine, settlement or judgment;

(c) Any obligation of Indemnitee based upon or
attributable to the Indemnitee gaining in fact any personal gain, profit or
advantage to which he was not entitled; or

(d) Any Proceeding initiated by Indemnitee without the
consent or authorization of the Board of Directors of the Company, provided
that this exclusion shall not apply with respect to any claims brought to
Indemnitee to enforce his rights under this Agreement or in any Proceeding
initiated by another person or entity whether or not such claims were brought
by Indemnitee against a person or entity who was otherwise a party to such
Proceeding.

Nothing in this Section 9 shall eliminate or diminish Company's
obligations to advance that portion of Indemnitee's Expenses which represent
attorneys' fees and other costs incurred in defending any proceeding pursuant
to Section 3 of this Agreement.

10. EXTRAORDINARY TRANSACTIONS. The Company covenants and agrees
that in the event of any merger, consolidation or reorganization in which the
Company is not the surviving entity, any sale of all or substantially all of
the assets of the Company or any liquidation of the Company (each such event is
hereinafter referred to as an "extraordinary transaction"), the Company shall:

(a) Have the obligations of the Company under this
Agreement expressly assumed by the survivor, purchaser or successor, as the
case may be, in such extraordinary transaction; or

(b) Otherwise adequately provide for the satisfaction of
the Company's obligations under this Agreement, in a manner acceptable to
Indemnitee.

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11. NO PERSONAL LIABILITY. Indemnitee agrees that neither the
Directors nor any officer, employee, representative or agent of the Company
shall be personally liable for the satisfaction of the Company's obligations
under this Agreement, and Indemnitee shall look solely to the assets of the
Company for satisfaction of any claims hereunder.

12. SEVERABILITY. If any provision, phrase or other portion of
this Agreement should be determined by any court of competent jurisdiction to
be invalid, illegal or unenforceable, in whole or in part, and such
determination should become final, such provision, phrase or other portion
shall be deemed to be severed or limited, but only to the extent required to
render the remaining provisions and portions of the Agreement enforceable, and
the Agreement as thus amended shall be enforced to give effect to the intention
of the parties insofar as that is possible.

13. SUBROGATION. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent thereof to all rights
to indemnification or reimbursement against any insurer or other entity or
person vested in the Indemnitee, who shall execute all instruments and take all
other actions as shall be reasonably necessary for the Company to enforce such
rights.

14. GOVERNING LAW. The parties hereto agree that this Agreement
shall be construed and enforced in accordance with and governed by the laws of
the State of Ohio.

15. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be considered to have
been duly given if delivered by hand and receipted for by the party to whom the
notice, request, demand or other communication shall have been directed, or
mailed by Certified mail, return receipt requested, with postage prepaid;

(a) If to the Company, to:

Myers Industries, Inc.
1293 South Main Street
Akron, Ohio 44301
Attention: President

(b) If to Indemnitee, to:

______________
______________
______________

or to such other or further address as shall be designated from time to time by
the Indemnitee or the Company to the other.

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16. TERMINATION. This Agreement may be terminated by either party
upon not less than sixty (60) days' prior written notice delivered to the other
party, but such termination shall not in any way diminish the obligations of
Company hereunder with respect to Indemnitee's activities prior to the
effective date of termination.

17. AMENDMENTS. This Agreement and the rights and duties of
Indemnitee and the Company hereunder may not be amended, modified or terminated
except by written instrument signed and delivered by the parties hereto.

This Agreement is and shall be binding upon and shall inure to the
benefits of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement in
triplicate as of the date first above written.

Myers Industries, Inc.

By:
---------------------------------

Its:
---------------------------------

Indemnitee

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EXHIBIT A

FROM THE MYERS INDUSTRIES, INC. CODE OF REGULATIONS

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The Company shall indemnify any director or officer and any former
director or officer of the Company and any such director or officer who is or
has served at the request of the Company as a director, officer or trustee of
another corporation, partnership, joint venture, trust or other enterprise (and
his heirs, executors and administrators) against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent permitted by applicable law. The indemnification provided for
herein shall not be deemed to restrict the right of the Company (i) to
indemnify employees, agents and others to the extent not prohibited by such
law, (ii) to purchase and maintain insurance or furnish similar protection on
behalf of or for any person who is or was a director, officer, employee or
agent of the Company, or any person who is or was serving at the request of the
Company as a director, officer, trustee, employee or agent of another
corporation, joint venture, partnership, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, and (iii) to enter into agreements with
persons of the class identified in clause (ii) above indemnifying them against
any and all liabilities (or such lesser indemnification as may be provided in
such agreements) asserted against or incurred by them in such capacities.

[Effective on or about April 26, 1989]
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EXHIBIT B
FORM OF UNDERTAKING

THIS UNDERTAKING has been entered into by ______________ (hereinafter
"Indemnitee") pursuant to an Indemnification Agreement dated __________, 19___
(the "Indemnification Agreement"), between Myers Industries, Inc. (hereinafter
"Company"), an Ohio corporation, and Indemnitee.

R E C I T A L S:

A. Pursuant to the Indemnification Agreement, Company agreed to
pay Expenses (within the meaning of the Indemnification Agreement) as and when
incurred by Indemnitee in connection with any claim against Indemnitee which is
the subject of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal or investigative, to which Indemnitee was, is or is
threatened to be made a party by reason of facts which include Indemnitee's
being or having been a director, officer or representative (within the meaning
of the Indemnification Agreement) of Company;

B. Such claim has arisen against Indemnitee and Indemnitee has
notified Company thereof in accordance with the terms of Section 5 of the
Indemnification Agreement (hereinafter the "Proceeding");

C. Indemnitee believes that Indemnitee should prevail in this
Proceeding and it is in the interest of both Indemnitee and Company to defend
against the claims against Indemnitee thereunder;

NOW, THEREFORE, Indemnitee hereby agrees that in consideration of
Company's advance payment of Indemnitee's Expenses incurred prior to a final
disposition of the Proceeding, Indemnitee hereby undertakes to reimburse
Company for any and all expenses paid by Company on behalf of Indemnitee prior
to a final disposition of the Proceeding in the event that Indemnitee is
determined under the Applicable Document (within the meaning of the
Indemnification Agreement) not to be entitled to indemnification for such
Expenses pursuant to the Indemnification Agreement and applicable law, provided
that if Indemnitee is entitled under the Applicable Document to indemnification
for some or a portion of such Expenses, Indemnitee's obligation to reimburse
Company shall only be for those Expenses for which Indemnitee is determined not
to be entitled to indemnification. Such reimbursement or arrangements for
reimbursement by Indemnitee shall be consummated within ninety (90) days after
a determination that Indemnitee is not entitled to indemnification and
reimbursement pursuant to the Indemnification Agreement and applicable law.

IN WITNESS WHEREOF, the undersigned has set his hand this ___ day of
______, 19__.

Indemnitee

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EXHIBIT 10(d)

MYERS INDUSTRIES, INC.
1992 STOCK OPTION PLAN
<PAGE> 2

MYERS INDUSTRIES, INC.
1992 STOCK OPTION PLAN

1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN.

1.1 Establishment. Myers Industries, Inc., an Ohio corporation
and its subsidiaries ("Company") hereby establishes the "1992 Stock Option
Plan") ("Plan") for key employees of the Company, and for Directors of the
Company who are not employees of the Company. The Plan permits the grant of
"Employee Stock Options" to certain key employees and the grant of "Director
Stock Options" to Eligible Directors of the Company based upon a fixed formula.

1.2 Purpose. The purpose of the Plan is to advance the interests
of the Company by encouraging and providing for the acquisition of an equity
interest in the Company by key employees and Directors of the Company and by
enabling the Company to attract and retain the services of such key employees
and Directors upon whose judgment, interest, and special effort the successful
conduct of its operations is largely dependent.

1.3 Effective Date. The Plan shall become effective as of January
14, 1992, the date of its adoption by the Board of Directors of the Company,
subject to the subsequent approval by the necessary number of shareholders of
the Company. No Option shall be granted hereunder until the shareholders of
the Company have approved the Plan.

2. DEFINITIONS.

2.1 Definitions. Whenever used herein, the following terms shall
have their meanings set forth below:

"Administrator" means the Vice President-Finance of the Company who
shall administer the Director Stock Option program.

"Award" means any Option.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Committee of the Company's Board of Directors
which shall consist of three or more Directors appointed to the Board to
administer the Employee Stock Option program. These Directors shall be
"disinterested persons" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934 ("Exchange Act").

"Common Stock" means the common stock of the Company, without par
value.

"Company" means Myers Industries, Inc. and its subsidiaries.
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"Disability" means disability as determined by the Committee, in the
case of the Employee Stock Option program, and the Administrator in the case of
the Director Stock Option program.

"Director Stock Option" means an Option granted to an Eligible
Director. Each Director Stock Option shall be a nonqualified stock option the
grant of which is not intended to fall under the provisions of Section 422A of
the Code.

"Eligible Director" means any statutory director of the Company who is
not an employee of the Company.

"Employee Stock Option" means any Option granted to an eligible
employee as either a qualified stock option or a non-qualified stock option.

"Fair Market Value" means the closing price of the Common Stock as
reported on the principal United States securities exchange registered under
the Exchange Act on which such Common Stock is listed, which is the American
Stock Exchange, Inc., or if such Common Stock is not in the future listed on
any such exchange, the highest closing bid quotation with respect to a share of
such Common Stock on the National Association of Securities Dealers, Inc.
Automated Quotations System or any substantially equivalent system then in use
on a particular date. In the event that there are no Common Stock transactions
on such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Common Stock transactions.

"Option" means the right to purchase Common Stock at a stated price
for a specified period of time. For purposes of the Plan an Employee Stock
Option may be either (i) an incentive stock option within the meaning of
Section 422A of the Code or (ii) a nonqualified stock option whose grant is
intended not to fall under the provisions of Section 422A. All Director Stock
Options will be nonqualified stock options whose grant is intended not to fall
under the provisions of Section 422A.

"Option Agreement" means an agreement entered into between the Company
and an employee pursuant to the Employee Stock Option program in the form
prescribed by the Committee, or between the Company and an Eligible Director
pursuant to the Director Stock Option program in the form prescribed by the
Administrator.

"Option Price" means the price at which each share of Common Stock
subject to an Option may be purchased, determined in accordance with Section
7.4.

"Participant" means any individual being a key employee designated by
the Committee to participate in the Plan pursuant to Section 3.1 herein.

"Retirement" means termination of employment upon the normal
retirement age se by the Board of Directors.

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"Return on Common Equity" means the result obtained by dividing "Net
Income" by the "Common Shareholders Equity," as such terms are defined by the
Company's accountant.

2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

3. ELIGIBILITY AND PARTICIPATION.

3.1 Employee Stock Option. Participants in the Plan shall be
selected by the Committee from among those employees of the Company who in the
opinion of the Committee are in a position to contribute materially to the
Company's continued growth, development, and long-term financial success.
Persons serving on the Committee shall not be eligible to be a Participant.

3.2 Director Stock Options. Eligible Directors are entitled to
participate in the Plan solely with respect to the grant of Director Stock
Options. The selection of Eligible Directors is not subject to the discretion
of the Committee or Administrator. Persons serving on the Committee who are
Eligible Directors may receive grants of Director Stock Options.

4. ADMINISTRATION.

4.1 The Committee. The Committee shall be responsible for the
administration of the Plan as it relates solely to Employee Stock Options. The
Committee, by majority action thereof, is authorized to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions and assurances deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the explicit provisions of the Plan. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to
the provisions of the Plan relating to Employee Stock Options shall be final
and binding and conclusive for all purposes and upon all persons whomsoever.

4.2 The Administrator. The Administrator, being the Vice
President-Finance of the Company, shall be responsible for the administration
of the Plan as it relates solely to Director Stock Options. The Administrator
is authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the explicit provisions of the
Plan. Determinations, interpretations, or other actions made or taken by the
Administrator pursuant to the provisions of the Plan relating to Director Stock
Options shall be final and binding and conclusive for all purposes and upon all
persons whomsoever.

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5. STOCK SUBJECT TO PLAN.

5.1 Number. The total number of shares of Common Stock subject to
issuance under the Plan shall be Two Hundred Thousand (200,000) shares of
capital stock of the Company; One Hundred Seventy Thousand (170,000) issuable
as Employee Stock Options and Thirty Thousand (30,000) issuable as Director
Stock Options. The shares to be delivered under the Plan may consist, in whole
or in part, of authorized but unissued Common Stock or issued Common Stock
reacquired and held as treasury stock not reserved for any other purpose.

5.2 Unused Stock. In the event any shares of Common Stock that
are subject to an Option which, for any reason, expires or is terminated
unexercised or are reacquired by the Company, such shares again shall become
available for issuance under the Plan.

5.3 Adjustment in Capitalization. In the event that subsequent to
the date of adoption of the Plan by the Board, the shares of Common Stock
should as a result of a stock split, stock dividend, combination or exchange of
shares, exchange for other securities, reclassification, reorganization,
redesignation, merger, consolidation, recapitalization or other such change, be
increased or decreased or changed into or exchanged for a different number or
kind of shares of Common Stock or other securities of the Company or of another
corporation, then (a) there shall automatically be substituted for each share
of Common Stock subject to an unexercised Option (in whole or in part) granted
under the Plan and each share of Common Stock available for additional grants
of Options under the Plan the number and kind of shares of Common Stock or
other securities into which each outstanding share of Common Stock shall be
changed or for which each such share shall be exchanged, (b) the Option Price
shall be increased or decreased proportionately so that the aggregate purchase
price for the securities subject to the Option shall remain the same as
immediately prior to such event, and (c) the Board shall make such other
adjustments to the securities subject to Options and the provisions of the Plan
and Option Agreements as may be appropriate and equitable. Any such adjustment
may provide for the elimination of fractional shares.

6. DURATION OF PLAN.

The Plan shall remain in effect, subject to the Board's right to
earlier terminate the Plan pursuant to Section 11 hereof, until all Common
Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Option may be granted
under the Plan on or after the tenth (10th) anniversary of the Plan's effective
date.

7. STOCK OPTIONS.

7.1 Grant of Employee Stock Options. Subject to the provisions of
Sections 5 and 7, Employee Stock Options may be granted to Participants at any
time and from time to time as shall be determined by the Committee. The
Committee shall have complete discretion in determining the number of Options
granted to each Participant. The Committee also shall determine whether an
Option is to be an incentive stock option within the meaning of Code

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<PAGE> 6
Section 422A ("ISO"), or a nonqualified stock option whose grant is intended
not to fall within the provisions of Section 422A ("NQSO"). However, in no
event shall the aggregate Fair Market Value (determined at the date of grant)
of the stock of which incentive stock options are first exercisable in a
particular calendar year exceed $100,000, or such other limit as may be
required by the Code.

Nothing in this Section 7 shall be deemed to prevent the grant
of NQSOs in excess of the maximum established by Section 422A of the Code.

7.2 Grant of Director Stock Options. Subject to the provisions of
Sections 5 and 7, Director Stock Options shall be granted to Eligible Directors
as provided in this Section 7.2 and neither the Administrator nor the Committee
shall have any discretion with respect to any matters set forth in this Section
7.2.

Commencing immediately after the adjournment of the Company's
Annual Meeting of Shareholders ("Annual Meeting") in 1992 and immediately after
the adjournment of the Annual Meeting each year thereafter, any Eligible
Director who was an Eligible Director immediately preceding such Annual Meeting
and who has been elected as a director at such Annual Meeting shall
automatically be granted a Director Stock Option for Five Hundred (500) shares
of Common Stock if, but only if, the Return on Common Equity of the Company as
set forth in the Company's annual report to shareholders for the immediately
preceding fiscal year is equal to or greater than ten percent (10%).

7.3 Option Agreement. Each Option shall be evidenced by an Option
Agreement that shall specify the type of Option granted, the Option Price, the
duration of the Option, the number of shares of Common Stock to which the
Option pertains, and such other provisions as the Committee shall determine for
the Employee Stock Options, and as the Administrator shall determine for the
Director Stock Options.

7.4 Option Price. Employee Stock Options granted as ISOs, and all
Director Stock Options, shall have an Option Price that is equal to the Fair
Market Value of the Common Stock on the date the Option is granted. An ISO,
however, shall only be granted to a person who owns, directly or indirectly,
Common Stock possessing more than ten percent (10%) of the total combined
voting power of all classes of Common Stock of the Company, if the price of any
such Option is at least one hundred and ten percent (110%) of the Fair Market
Value of the Common Stock subject to the Option. NQSOs granted as Employee
Stock Options must have an option price which is not less than the amount
allowed by applicable law, which option price may be less than the Fair Market
Value on the day of grant.

7.5 Duration of Options. Each Employee Stock Option shall expire
at such time as the Committee shall determine at the time the option is
granted, provided, however, that all Employee Stock Options, whether as an ISO
or NQSO, must be exercisable no later than ten (10) years and one day from the
date of its grant. An Employee Stock Option granted to a person who owns,
directly or indirectly, Common Stock possessing more than ten percent (10%)

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<PAGE> 7
of the total combined voting power of all classes of Common Stock of the
Company must be exercisable no later than five (5) years from the date it is
granted. Director Stock Options must be exercisable no later than ten (10)
years and one day from the date of its grant.

7.6 Exercise of Options. All Employee Stock Options granted under
the Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which need not
be the same for all Participants. Director Stock Options granted under the
Plan shall be exercisable one year after the date of its grant. No Option may
be exercised until six months after the date of its grant.

7.7 Payment. The Option Price upon exercise of any Option shall
be payable to the Company in full either (i) in cash or its equivalent, or (ii)
by tendering shares of previously acquired Common Stock having a Fair Market
Value at the time of exercise equal to the total Option Price, or (iii) by a
combination of (i) and (ii). The proceeds from such a payment shall be added
to the general funds of the Company and shall be used for general corporate
purposes. As soon as practicable after receipt of full payment (including the
necessary tax withholding), the Company shall deliver to the Participant or the
Eligible Director, as the case may be, Common Stock certificates in an
appropriate amount based upon the number of Options exercised, issued in the
name of the Participant or the Eligible Director, as the case may be.

7.8 Restrictions on Stock Transferability. The Committee shall
impose such restrictions on any shares of Common Stock acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law, under
the requirements of any stock exchange upon which such shares of Common Stock
are then listed under any blue sky or state securities laws applicable to such
shares.

7.9 Termination of Employment for Specific Reasons. In the event
the employment of a Participant is terminated for resignation, retirement,
Disability or death, any outstanding Option granted pursuant to the Plan and
any rights thereunder shall be exercisable by the Participant (or in the case
of a deceased Participant by his legal representative) only to the extent of
the accrued right to exercise such Option at the date of such termination. An
employee will not be deemed terminated for leaves of absence related to illness
or military leave. The Committee may, in its sole direction, permit the
exercise of all or any portion of the Option not otherwise exercisable and may
provide that all or some portion of the Option shall not terminate upon or by
virtue of such employment termination.

To the extent that any such Option is exercisable at
termination or, as the result of Committee approval, becomes exercisable at
termination, the Option will remain exercisable for the earlier of the
expiration date of the Option, or the following time periods beginning after
the event which gives rise to the basis for termination: (a) resignation or
retirement, three (3) months; (b) Disability, twelve (12) months; and (c)
death, six (6) months.

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<PAGE> 8
If at any time the Committee determines that a Participant has
committed an act adverse to the interests of the Company, including but not
limited to acts in competition with the Company or otherwise adverse to or not
in the best interests of the Company, the Committee may rescind the right of
the Participant to exercise all or part of any Options then held, whether
vested or unvested, said Options thereupon becoming null, void and of no
effect.

7.10 Termination of Employment for Other Than Section 7.9 Reasons.
If the employment of the Participant shall terminate for any reason other than
one of those specified in Section 7.9 of the Plan, the rights under any then
outstanding Option granted pursuant to the Plan which, pursuant to the terms of
the Option Agreement between the Participant and the Company, is exercisable as
of the date of such termination, shall terminate upon the expiration date of
the Option or three (3) months after such date of termination of employment,
whichever first occurs. In its sole discretion, the Committee may extend the
three (3) months up to twelve (12) months, but in no event beyond the
expiration date of the Option.

7.11 Termination of Eligible Director Shares. In the event that an
Eligible Director ceases to be an Eligible Director for any reason, the rights
under any outstanding Director Stock Options granted shall become immediately
vested and exercisable pursuant to the terms of the original grant. If an
Eligible Director ceases to be such by reason of death, any period shall be
extended to the sooner of twelve months or the expiration date of the Director
Stock Option.

7.12 Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution. All Options granted to a Participant or an Eligible Director
under the Plan shall be exercisable during his lifetime only by such
Participant or Eligible Director.

8. BENEFICIARY DESIGNATION.

Each Participant or Eligible Director under the Plan may, from time to
time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his
death before he receives any or all of such benefit. Each designation will
revoke all prior designations by the same Participant or Eligible Director,
shall be in a form prescribed by the Committee or Administrator (as the case
requires), and will be effective only when filed by the Participant or Eligible
Director in writing with the Committee or Administrator (as the case requires)
during his lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's or Eligible Director's death shall be
paid to his estate.

9. RIGHTS OF EMPLOYEES.

9.1 Employment. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment
at any time, nor confer upon any Participant any right to continue in the
employ of the Company.

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<PAGE> 9
9.2 Participation. No employee shall have a right to be selected
as a Participant, or, having been so selected, to be selected again as a
Participant.

10. CHANGE IN CONTROL.

10.1 General. In the event that (a) the Company is a party to a
merger or consolidation agreement, (b) the Company is a party to an agreement
to sell substantially all of its assets, or (c) there is change in control of
the Company as defined in Section 10.3 below, the Committee in the case of
Employee Options, may, in their sole discretion, provide that all outstanding
Options shall become immediately exercisable. All Director Stock Options shall
become immediately exercisable.

10.2 Limitation on Payments. If the receipt of any payment under
this Section by any Participant shall, in the opinion of independent tax
counsel selected by the Company, result in the payment by such Participant of
any excise tax provided for in Section 280G and Section 4999 of the Code, or
any sections of similar import, then the amount of such payment shall be
reduced to the extent required, in the opinion of independent tax counsel, to
prevent the imposition of such excise tax.

10.3 Definitions. For purposes of the Plan, a "change in control"
shall mean any of the following events:

(a) The acquisition of "beneficial ownership," as defined
in Rule 13d-3 promulgated under the Exchange Act of twenty percent
(20%) or more of the total voting capital Common Stock of the Company
then issued and outstanding, by any person, or "group," as defined in
Section 13(d)(3) of the Exchange Act; or

(b) Any person or group makes a filing under Section
13(d) or 14(d) of the Exchange Act; or

(c) Individuals who were members of the Board of the
Company immediately prior to a meeting of the shareholders of the
Company involving a contest for the election of Directors do not
constitute a majority of the Board immediately following such
election, unless the election of such new Directors was recommended to
the shareholders by management of the Company.

The Board has final authority to determine the exact date on
which a change in control has been deemed to have occurred under (a) and (b)
above.

11. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.

The Board may at any time terminate and, from time to time, may amend
or modify the Plan, provided, however, that no such action of the Board,
without approval of the shareholders, may:

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<PAGE> 10
(a) Increase the total amount of Common Stock which may
be issued under the Plan, except as provided in Subsections 5.1 and
5.3 of the Plan.

(b) Change the provisions of the Plan regarding the
Option Price except as permitted by Subsection 5.3.

(d) Extend the period during which Options may be granted.

(e) Extend the maximum period after the date of grant
during which Options may be exercised.

No amendment, modification, or termination of the Plan shall in any
manner adversely affect any Options theretofore granted under the Plan, without
the consent of the Participant or the Eligible Director, as the case may be.

12. TAX WITHHOLDING.

(a) The Company shall have the right to withhold from any payments
made under the Plan or to collect as a condition of payment, any taxes required
by law to be withheld. At any time when a Participant or an Eligible Director,
as the case may be, is required to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with a distribution of
common stock or upon exercise of an Option, the Participant or an Eligible
Director, as the case may be, may satisfy this obligation in whole or in part
by electing ("Election") to have the Company withhold from the distribution,
shares of common stock having a value equal to the amount required to be
withheld. The value of the shares to be withheld shall be based on the Fair
Market Value of the common stock on the date that the amount of tax to be
withheld shall be determined ("Tax Date").

(b) Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election, may suspend or terminate the right to
make Elections, or may provide with respect to any grant that the right to make
elections shall not apply to such Grant. An Election is irrevocable.

(c) If a Participant is an officer of the Company within the
meaning of Section 16 of the Exchange Act or if the person making the Election
is an Eligible Director, than an Election is subject to the following
additional restrictions:

(1) The Election must be made six (6) months prior to the
Tax Date.

(2) No Election shall be effective for a Tax Date which
occurs within six (6) months of the grant of the award, except that
this limitation shall not apply in the event

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<PAGE> 11
Death or Disability of the Participant or the Eligible Director, as
the case may be, occurs prior to the expiration of the six-month
period.

13. INDEMNIFICATION.

The Administrator and each person who is or shall have been the
Administrator, and each person who is or shall have been a member of the
Committee, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of any judgment in any
such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or Code of Regulations, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

14. REQUIREMENTS OF LAW.

14.1 Requirements of Law. The granting of Options and the issuance
of shares of Common Stock upon the exercise of an Option shall be subject to
all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

14.2 Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and be governed by the laws of the State of
Ohio.

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<PAGE> 1

EXHIBIT 10(e)

MYERS INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
<PAGE> 2

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

ADOPTED JULY 22, 1992;
AMENDED APRIL 28, 1993 AND EFFECTIVE MAY 1, 1993

A. GENERAL PROVISIONS OF THE PLAN

1. PURPOSE OF THE PLAN. The Myers Industries, Inc. Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the "PLAN") has been
adopted by Myers Industries, Inc. ("MYERS" or the "COMPANY") to provide the
holders of record of shares of Myers common stock, no par value ("MYERS STOCK")
with a simple, convenient and economical method of investing cash dividends in
additional shares of Myers Stock and also allowing for the purchase of
additional shares of Myers Stock by making optional cash payments, both without
payment of any brokerage commissions or service charges. The shares of Myers
Stock purchased under the Plan will be purchased from Myers. The Company will
receive the proceeds from such sales and the proceeds will be used for general
corporate purposes.

2. ADMINISTRATION OF THE PLAN. Myers has appointed First Chicago
Trust Company, New York, New York ("FIRST CHICAGO"), as ("ADMINISTRATOR"), and
the Administrator has agreed to administer the Plan by keeping the necessary
records, processing the necessary information, sending the necessary statements
of account to those shareholders who have enrolled and are participating in the
Plan ("PARTICIPANTS") and by performing such other necessary duties relating to
the Plan. Myers has reserved the right, subject to the terms of the agreement
between Myers and the Administrator, and may from time to time appoint another
entity as the agent to perform, or assist Myers in the performance of, the
administrative duties for the Plan.

The shares of Myers Stock purchased from Myers under the Plan will be
held for the account of each Participant by First Chicago as the custodian
designated by Myers (the "CUSTODIAN"). All shares of Myers Stock held under
the Plan shall be registered in the name of the Custodian's nominee, as the
agent of each of the Participants in the Plan. Myers has reserved the right,
subject to the terms of the agreement between Myers and the Administrator, and
may from time to time appoint another entity as the agent to perform, or assist
Myers in the performance of, the custodial duties for the Plan.

Myers reserves the right, acting in good faith, to interpret and
regulate the Plan as deemed desirable or necessary in connection with the
Plan's operation, and to adopt such rules and regulations as it deems necessary
or appropriate to facilitate the administration of the Plan, which rules and
regulations may be adopted without notice to the Participants and shall be
binding upon each Participant.

3. NOTICES. Any notice, statement or certificate which by any
provision of the Plan is required or permitted to be given by Myers, the
Administrator or the Custodian, shall be in writing and shall be deemed to have
been sufficiently given for all purposes by being deposited, postage prepaid,
in the United States mail, addressed to the Participant at his address as it
shall last appear on the Administrator's records or, if Myers is not the
Administrator at that time and is giving such notice, on Myers' records.

Any notice, instruction, request or election which by any provision of
the Plan is required or permitted to be given or made by a Participant to the
Administrator or the Custodian shall be deemed to have been sufficiently given
or made for all purposes by being deposited, postage prepaid, in the United
States mail addressed to the Administrator at the address specified in the then
most recent statement, notice or other communication from the Administrator.

<PAGE> 3
4. CONTROLLING TERMS. The terms and conditions of the Plan, the
Enrollment-Authorization Form (defined below) and the operation of the Plan
shall be governed by and construed in accordance with the laws of the State of
Ohio. Myers reserves the right, acting in good faith, to interpret and
regulate the Plan as deemed desirable or necessary in connection with the
Plan's operation.

5. AMENDMENT AND TERMINATION OF THE PLAN. Myers reserves the
right to amend, modify, suspend or terminate the Plan, or to terminate any
Participant's participation in the Plan, at any time after written notice of
any such action is mailed to the Participant or all Participants, as the case
may be, at the address or addresses appearing on the records of the
Administrator (or Myers, if Myers is the Administrator at that time). Any such
action taken by Myers shall not have any retroactive effect which would
prejudice the interests of Participants.

6. RESPONSIBILITY OF MYERS, THE ADMINISTRATOR AND THE CUSTODIAN.
Neither Myers, the Administrator, nor the Custodian shall be liable for any
action taken, suffered or omitted by them or any one or more of them, in good
faith, including, without limitation: any claims of liability arising out of
the failure to terminate a Participant's account upon the Participant's death,
adjudication of incompetency or other event of termination; the prices and
times at which shares of Myers Stock are purchased for the Participant's
account or sold at the request of the Participant upon his termination of
Participation in the Plan; fluctuations in the market value of the Myers Stock;
or any act or failure to act due to the requirement of any governmental
authority.

B. PROVISIONS RELATING TO PARTICIPANTS

1. ELIGIBLE SHAREHOLDERS. Any holder of record of Myers Stock
("SHAREHOLDER") is eligible to participate in the Plan, except Shareholders who
reside in a jurisdiction outside the United States in which it is unlawful for
Myers to permit participation in the Plan.

2. SHAREHOLDER ENROLLMENT IN THE PLAN. An eligible Shareholder
may enroll as a Participant in the Plan by obtaining, completing, signing and
submitting to the Administrator, an Enrollment-Authorization Form (the
"ENROLLMENT FORM"). The Administrator and the Company reserve the right to
reject any Enrollment Form from a Participant who has terminated participation
or been terminated from participating in the Plan.

3. PARTICIPATION OPTIONS FOR SHAREHOLDERS. Each eligible
Shareholder who desires to participate in the Plan may elect any one of the
following three participation options:

(a) FULL DIVIDEND REINVESTMENT. The Administrator will
invest, in accordance with the provisions of the Plan, all of the Participant's
cash dividends and other amounts as specified in Section B.16 below, in respect
of all (i) shares of Myers Stock then or subsequently registered in the
Participant's name, and (ii) all shares of Myers Stock held in such
Participant's account under the Plan. The Participant will also be entitled to
make Optional Cash Payments (as defined below) for the purchase of additional
shares of Myers Stock in accordance with the provisions of the Plan.

(b) PARTIAL DIVIDEND REINVESTMENT. The Administrator will
invest, in accordance with the provisions of the Plan, the Participant's cash
dividends and other amounts as specified in Section B.16 below, only in respect
of (i) the number of shares of Myers Stock registered in such Participant's
name designated in the appropriate space on the Enrollment Form, and (ii) all
shares of Myers Stock held in such Participant's account under the Plan. The
sale of shares of Myers Stock by the Participant will not affect the number of
shares participating in the Plan; provided that, in the event the number of
shares of Myers Stock held of record by a Participant is reduced to fewer than
the number of shares of Myers Stock designated as participating in the Plan on
the Enrollment Form, such Participant's dividend participation in the Plan
shall be automatically reduced to the number of shares of Myers Stock such
Participant holds of record. At such times as additional shares of Myers

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<PAGE> 4
Stock may be acquired by such Participant, such additional shares will be
deemed to participate in the Plan until the number of shares equals the number
of shares designated as participating in the Plan on the then current
Enrollment Form. The Participant will also be entitled to make Optional Cash
Payments for the purchase of additional shares of Myers Stock in accordance
with the provisions of the Plan.

(c) OPTIONAL CASH PURCHASES ONLY. The Administrator will
invest Optional Cash Payments made by the Participant in shares of Myers Stock
in accordance with the provisions of the Plan. The Participant will continue
to receive all cash dividends and other distributions in respect of the shares
of Myers Stock such Participant holds of record. Cash dividends on all shares
of Myers Stock held in such Participant's account under the Plan will be
invested by the Administrator in accordance with the Plan. A participant may
change his participation option at any time by submitting to the Administrator
a new Enrollment Form indicating the participation option elected for future
participation in the Plan.

4. OPTIONAL CASH PAYMENTS. A Participant may from time to time
send to the Administrator a check or money order payable in United States
Dollars to "First Chicago-Myers" in an amount not less than $50 nor more than
$2,500, accompanied by a written instruction to the Administrator on the form
supplied to Participants by the Administrator to apply such cash payment to the
purchase of Myers Stock for such Participant's account ("OPTIONAL CASH
PAYMENT"). No Participant shall be permitted to make Optional Cash Payments in
excess of $2,500 during any calendar quarter. Optional Cash Payments must be
received by the Administrator on or before the applicable Investment Date (as
defined below).

No interest will be paid on Optional Cash Payments. A Participant may
obtain the return of any Optional Cash Payment by a written notice requesting
such return, provided the request is received by the Administrator at least two
business days prior to the Investment Date of such Optional Cash Payment. The
Optional Cash Payment will be promptly returned by mail to the address of the
Participant shown on the Administrator's records.

5. INVESTMENT OF DIVIDENDS AND OPTIONAL CASH PAYMENTS. As agent
for the Participants in the Plan, the Administrator will apply (i) all cash
dividends payable on shares of Myers Stock registered in the names of the
Participants in the Plan which have been designated, in the manner provided in
Section B.3 above by each Participant as shares participating in the Plan
("ENROLLED SHARES"); (ii) all cash dividends payable on shares of Myers Stock
and Fractional Share Equivalents (as defined below) acquired under the Plan and
held by the Custodian for the account of Participants in the Plan; (iii) net
proceeds from the sale of rights or other securities sold in accordance with
Section B.17 below; and (iv) any Optional Cash Payments delivered to the
Administrator in accordance with Section B.4; to the purchase of shares of
Myers Stock and purchase of fractional share equivalents computed to three
decimal places ("FRACTIONAL SHARE EQUIVALENTS") for the accounts of the
Participants in the Plan.

6. INVESTMENT DATE. Dividends on Enrolled Shares and on shares
of Myers Stock held in the Plan for the accounts of Participants will be
invested as of the dividend payment date ("INVESTMENT DATE"). Optional Cash
Payments will also be invested as of the Investment Date.

7. PURCHASE OF SHARES: PRICE. The shares of Myers Stock will be
purchased from Myers. Such shares may be original issue or treasury shares.
The per share purchase price for the shares of Myers Stock purchased with
reinvested cash dividends (including shares held in the Plan for the accounts
of Participants) and Optional Cash Payments, will be 100% of the closing price
of shares of Myers Stock reported (in The Wall Street Journal or other
nationally recognized daily newspaper) as American Stock Exchange Composite
Transactions on the relevant Investment Date, or if such relevant Investment
Date is not a trading day, on the trading day immediately preceding such
relevant Investment Date. Any costs, including commissions, will be paid by
Myers and will not be deducted from the amounts received from the Participants.

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<PAGE> 5
If for any reason shares of Myers Stock are not traded on the American
Stock Exchange on and for five (5) consecutive trading days prior to, or the
American Stock Exchange shall remain closed on and for five (5) consecutive
regular trading days prior to, any Investment Date, all cash, whether dividends
or Optional Cash Payments, held for the purchase of shares of Myers Stock on
such Investment Date will be sent to the Participants.

In the event Myers or the Administrator shall determine that The Wall
Street Journal's report contains reporting errors, the Administrator may obtain
market price reports from such other sources as the Administrator shall deem
appropriate.

8. RECORDS OF ACCOUNTS. The Administrator will maintain or cause
to be maintained an account for each Participant in the Plan. On each
Investment Date the Administrator will credit to each Participant's account the
number of full shares of Myers Stock and any Fractional Share Equivalents
purchased on such Investment Date with the Participant's dividends and Optional
Cash Payments, if any, at the per share price paid on that Investment Date.

9. REPORTS TO PARTICIPANTS. As soon as practicable after the end
of each calendar quarter, the Administrator will mail to each Participant a
statement setting forth in respect of such calendar quarter ("STATEMENT
PERIOD"): the dividend otherwise payable to the Participant and the Optional
Cash Payments received from the Participant; Dividend Securities (as defined
in Section B.17) issued and the proceeds from the sale thereof; taxes withheld,
if any; the net amount invested; the number of shares of Myers Stock purchased;
the per share purchase price; the total number of full shares of Myers Stock
and Fractional Share Equivalent (computed to three decimal places) accumulated
under the Plan by the Participant as of the end of the Statement Period; and
such other information as may be deemed necessary or appropriate. At the end
of each calendar year, income tax reporting information will also be supplied
to each Participant. Each Participant will also receive copies of Myers'
Annual and Quarterly Reports to Shareholders, Proxy Statements and other
communications sent to Shareholders.

10. CUSTODY OF SHARES. All shares purchased under the Plan will
be delivered to the Custodian under the Plan and held of record by the
Custodian, or its nominee, as the agent of the Participants. Pursuant to
instructions from the Administrator, the Custodian will deliver full shares to
the Participant designated by the Administrator or will sell full shares and
pay over the net proceeds to the Participant designated by the Administrator.
Such instructions will be issued by the Administrator only in accordance with
(i) the written instructions of a Participant terminating his participation in
the Plan, (ii) the written instructions of a Participant withdrawing all or a
portion of his full shares from the Plan, (iii) termination of the
Participant's account by the Administrator, or (iv) Myers' notice of
termination of the Plan. The Custodian will also deliver all shares held by it
or its nominee under the Plan to another party upon notice to it that Myers has
designated such other party as the Custodian under the Plan.

Shares of Myers Stock held by the Custodian for the account of a
Participant in the Plan may not be pledged, hypothecated or assigned by the
Participant.

A Participant may deposit certificates for shares of Myers Stock held
by him outside of the Plan with the Custodian for safekeeping. Any
certificates to be deposited must be properly endorsed and be accompanied by a
writing indicating that the shares of Myers Stock are to be added to the
Participant's account.

11. ISSUANCE OF CERTIFICATES. A Participant may at any time
obtain without charge a certificate for all or part of the full shares of Myers
Stock credited to his account by making a written request therefor to the
Administrator. Certificates for shares of Myers Stock, when issued, will be
registered in the name(s) in which the Participant's account under the Plan is
maintained. The Participant shall be responsible for any transfer taxes or
other expenses incurred in complying with any such request. In no event will
certificates for Fractional Share Equivalents be issued.

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<PAGE> 6
12. SALE OF SHARES. A Participant may at any time request the
sale of all or a part of the full shares of Common Stock credited to his Plan
account. Shares to be sold will be forwarded by the Administrator, on behalf
of the Participant, to a brokerage firm which will effect such sale for the
Participant and will remit the proceeds, less brokerage commissions, a nominal
service charge, any transfer taxes and any other costs of sale ("COSTS OF
SALE"). Sale requests may be accumulated by the Administrator. Shares that
are to be sold may be aggregated with those of other Participants, in which
case the proceeds to each Participant will be based on the weighted average of
the sale prices of shares sold under the Plan on that date.

13. COSTS OF THE PLAN. Myers will bear all costs and expenses
associated with the administration of the Plan in accordance with these terms
and conditions, except in the event of the sale by a Participant whereby a
nominal service charge ("SERVICE CHARGE") will be charged. In the event the
Participant elects to have the Administrator or the Custodian, acting as his
agent, sell his shares of Myers Stock held in the Plan under Section B.12 or
upon his withdrawal from the Plan in accordance with Section B.14, the
Participant will be charged with any brokerage commissions, the Service Charge,
any applicable taxes and other charges arising from the sale of shares of Myers
Stock. Such costs will be charged to the Participant and deducted from the
proceeds of the sale of shares of Myers Stock so requested.

14. TERMINATION OF PARTICIPATION. A Participant may terminate his
or her participation in the Plan at any time. Termination of participation in
the Plan will stop all investment of the Participant's dividends if the notice
of termination is received by the Administrator not later than the record date
prior to the dividend payment date. Any optional cash payments which had been
sent to the Administrator prior to the request to terminate will also be
invested unless return of the amount is expressly requested and the request for
termination and such return request is received at least two business days
prior to the dividend payment date. If the request to terminate is received by
the Administrator on or after the record date for a dividend payment, such
request to terminate may not become effective until any dividend paid on the
dividend payment date has been reinvested and the shares of Common Stock
purchased are credited to the Participant's account under the Plan. The
Administrator, in its sole discretion, may either pay any such dividend in cash
or reinvest it in Common Stock on behalf of the terminating Participant. If
such dividend is reinvested, the Administrator will sell the shares purchased
and remit the proceeds to the Participant, less the Costs of Sale. After
termination, dividends will be paid to the shareholder in cash unless and until
the shareholder rejoins the Plan, which he or she may do at any time by
requesting an Enrollment Form from the Administrator.

In order to terminate participation in the Plan, a Participant must
notify the Administrator in writing. When a Participant terminates, or upon
termination of the Plan by the Company, certificates for whole shares credited
to the Participant under the Plan will be issued and a cash payment will be
made for any fraction of a share, less any Costs of Sale. The cash payment for
the fraction of a share will be based on the current market price of the Common
Stock.

Upon termination, a Participant may also request the sale of all or a
part of the whole shares of Common Stock credited to his or her Plan account.
The Administrator will sell such shares and remit the proceeds to the
Participant, less the Costs of Sale. Sale requests may be accumulated by the
Administrator.

The Administrator may at any time in its discretion terminate a
Participant's interest in the Plan by sending written notice to the Participant
at his or her last known address as shown on the Administrator's records. Upon
such termination, a Participant will receive from the Administrator a
certificate for the full shares of Common Stock credited to the Participant
under the Plan and a cash payment for any fraction of a share, determined as of
the close of business on the date of termination by the Administrator.

-5-
<PAGE> 7
15. VOTING RIGHTS. Each Participant will be sent a proxy card in
connection with any annual or special shareholders' meeting. This proxy will
apply to all shares registered in the Participant's name and to all shares of
Common Stock credited to the Participant's Plan account.

16. STOCK DIVIDENDS AND SPLITS. Any dividends in the form of
shares of Myers Stock and any shares resulting from a split of Myers Stock
distributed by Myers on shares held of record by the Custodian will be retained
by the Custodian and credited to the Participant's account and reflected in the
next statement furnished to the Participant in accordance with the Plan.

17. DIVIDEND SECURITIES. In the event that Myers makes available
to the holders of Myers Stock (i) rights to purchase additional shares of Myers
Stock, convertible debentures or other securities of Myers, or (ii) any
securities of any other issuer, the Custodian will sell such rights or other
securities ("DIVIDEND SECURITIES") accruing to the shares of Myers Stock
credited to Participants' accounts and apply the resulting funds to the
purchase of additional shares of Myers' Stock for the Participants' accounts on
the next Investment Date. The price at which the Custodian shall be deemed to
have sold Dividend Securities for the Participants' accounts shall be the
weighted average price, less brokerage commissions and any other costs of sale,
of all Dividend Securities sold by the Custodian of the same class sold at
substantially the same time.

In the event a Participant desires to personally receive Dividend
Securities, which may accrue in respect of full shares of Myers Stock credited
to his account, the Participant must request distribution of certificates for
such shares of Myers Stock at least five (5) business days prior to the record
date for the issuance of the Dividend Securities.

18. TAXES. The fact that dividends are reinvested does not in any
manner relieve a Participant of liability for taxes that may otherwise be
payable in respect of dividends, any Dividend Securities, or any transactions
effected under the Plan.

19. EFFECTIVE DATE OF THE PLAN. The effective date of the Plan is
and the provisions of the Plan shall be in effect in respect of each Investment
Date which occurs on or after May 1, 1993.

-6-

<PAGE> 1

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

SUBSIDIARY NAME JURISDICTION

Bert Schwarz - S & H, Inc. New York
Buckhorn Inc. Delaware
-BKHN Inc. Ohio
-Buckhorn Rubber Products Inc. Missouri
Eastern Tire Equipment & Supplies Limited Quebec, Canada
Elrick Industries, Inc. California
The James C. Heintz Company Ohio
MICO, Inc. Ohio
Midland Tire Supply, Inc. Indiana
Myers International, Inc. Ohio
Myers Systems, Inc. Ohio
Myers Tire Supply (Canada) Limited Ontario, Canada
Myers Tire Supply (Chicago), Inc. Illinois
Myers Tire Supply (Nevada), Inc. Nevada
Myers Tire Supply (Va.), Inc. Virginia
Patch Rubber Company North Carolina
Plastic Parts Inc. Kentucky

<PAGE> 1

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
reports included and incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (Registration
Statement Nos. 81693, 33-9038 and 33-47600) and Registration Statement on Form
S-3 (Registration Statement No. 33-50286).

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Cleveland, Ohio
March 23, 1995

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,794,703
<SECURITIES> 0
<RECEIVABLES> 52,705,688
<ALLOWANCES> 1,479,000
<INVENTORY> 39,381,715
<CURRENT-ASSETS> 94,724,955
<PP&E> 116,556,993
<DEPRECIATION> 55,178,681
<TOTAL-ASSETS> 172,026,887
<CURRENT-LIABILITIES> 34,093,593
<BONDS> 4,874,025
<COMMON> 8,303,598
0
0
<OTHER-SE> 122,605,074
<TOTAL-LIABILITY-AND-EQUITY> 172,026,887
<SALES> 274,054,163
<TOTAL-REVENUES> 274,054,163
<CGS> 183,890,614
<TOTAL-COSTS> 216,128,859
<OTHER-EXPENSES> 27,258,865
<LOSS-PROVISION> 1,479,000
<INTEREST-EXPENSE> 791,004
<INCOME-PRETAX> 30,046,163
<INCOME-TAX> 12,215,000
<INCOME-CONTINUING> 17,831,163
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,831,163
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17

</TABLE>