SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q

[X]	 	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
 	For the quarterly period ended September 30, 2005	
 	OR
	
[   ]	 	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
 	For the transition period from__________ to__________	

Commission File Number 1-8524
Myers Industries, Inc .
 (Exact name of registrant as specified in its charter)

 	 	 	
Ohio
(State or other jurisdiction of
incorporation or organization)	 	34-0778636
(IRS Employer Identification Number)	
 	 	 	
1293 South Main Street
Akron, Ohio
(Address of principal executive offices)	 	
44301
(Zip code)	

(330) 253-5592
(Registrant's telephone number, including area code)
not applicable
(Former name, former address and former fiscal year, if changed since last report)
    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, and (2) has been subject to such filing requirements for the past 90 days. Yes   X    No       .

    Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes   X    No       .

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No   X   .

    As of September 30, 2005, the number of shares outstanding of the issuer's Common Stock was 34,765,560.
 
Table of Contents

Part I -- Financial Information	 	
 	Item 1. Financial Statements	
 	Condensed Statements of Consolidated Financial Position	
 	Condensed Statements of Consolidated Income	
 	Condensed Statements of Consolidated Cash Flows	
 	Condensed Statement of Consolidated Shareholders' Equity	
 	Notes to Condensed Consolidated Financial Statements	
 	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	
 	Item 3. Quantitative and Qualitative Disclosure About Market Risk	
 	Item 4. Controls and Procedures	
Part II -- Other Information	 	
 	Item 1. Legal Proceedings	
 	Item 5. Other Information	
 	Item 6 Exhibits	
Signature	 	

 
 
-1-

  Part I - Financial Information
 Item 1.  Financial Statements
Myers Industries, Inc. 
 Condensed Statements of Consolidated Financial Position
As of September 30, 2005 and December 31, 2004

			Unaudited						
Assets			September 30, 2005				December 31, 2004		
									
Current Assets									
    Cash			$22,132,302				$8,018,623		
    Accounts receivable-less allowances
         of $5,592,000 and $5,740,000,
         respectively	 	 	

144,420,303	 	 	 	

151,068,463	 	
									
    Inventories									
        Finished and in-process products			74,428,572				82,022,726		
        Raw materials and supplies			32,987,772				38,339,728		
									
			107,416,344				120,362,454		
    Prepaid expenses			3,123,796				4,622,637		
									
  Total Current Assets			277,092,745				284,072,177		
									
Other Assets									
     Goodwill			265,240,005				279,576,020		
     Intangible assets, net			8,311,062				6,576,433		
     Other			6,651,842				4,889,142		
									
			280,202,909				291,041,595		
Property, Plant and Equipment, at Cost									
     Land			8,758,173				9,190,588		
     Buildings and leasehold improvements			89,240,065				90,675,147		
     Machinery and equipment			398,246,667				409,188,994		
									
			496,244,905				509,054,729		
     Less allowances for depreciation and 
          amortization	 	 	
302,364,065	 	 	 	
298,565,939	 	
									
			193,880,840				210,488,790		
									
			$751,176,494				$785,602,562		

									

See notes to unaudited condensed consolidated financial statements.
 
-2-

 Part I - Financial Information

 Myers Industries, Inc.
Condensed Statements of Consolidated Financial Position
As of September 30, 2005 and December 31, 2004

			Unaudited						
Liabilities and Shareholders' Equity			September 30, 2005				December 31, 2004		

Current Liabilities									
    Accounts payable	 	 	$63,166,860	 	 	 	$72,858,791	 	
    Accrued expenses									
        Employee compensation			30,573,379				34,126,487		
        Taxes, other than income taxes			3,116,900				2,640,474		
        Accrued interest			3,376,322				1,113,128		
        Other			21,493,341				23,405,957		
    Current portion of long-term debt			1,643,784				2,107,090		

  Total Current Liabilities			123,370,586				136,251,927		
									
Long-term Debt, less current portion			261,312,125				275,252,278		
Deferred Income Taxes			29,459,575				28,094,321		
									
Shareholders' Equity									
    Serial Preferred Shares
        (authorized 1,000,000 shares)	 	 	
0	 	 	 	
0	 	
    Common Shares, without par value
        (authorized 60,000,000 shares;
        outstanding 34,765,560 and
        34,645,948 shares, respectively)	 	 	

21,163,922	 	 	 	

21,090,960	 	
    Additional paid-in capital			267,369,470				266,257,630		
    Accumulated other comprehensive
        income	 	 	
3,276,485	 	 	 	
26,089,410	 	
    Retained income			45,224,331				32,566,036		

			337,034,208				346,004,036		

			$751,176,494				$785,602,562		

									

See notes to unaudited condensed consolidated financial statements.

- 3-

 Part I - Financial Information

 Myers Industries, Inc. 
 Condensed Statements of Consolidated Income 

 	Unaudited	 	 	Unaudited	 	
	For The Three Months Ended	 	 	For The Nine Months Ended	 	
	September 30,		September 30,			September 30,		September 30,		
	2005		2004			2005		2004		

										
Net sales	$210,989,478		$199,381,132			$672,236,369		$581,654,516		
										
Cost of sales	153,657,574		145,285,967			492,435,389		407,905,394		

   Gross profit	57,331,904		54,095,165			179,800,980		173,749,122		
										
Selling and administrative expenses	45,276,129		46,344,995			140,871,231		136,095,643		
										
Gain on sale of warehouse	0		(1,524,598	)		0		(1,524,598)		

   Operating income	12,055,775		9,274,768			38,929,749		39,178,077		
										
Interest expense, net	3,860,451		3,397,660			11,595,175		9,573,672		

Income before income taxes	8,195,324		5,877,108			27,334,574		29,604,405		
										
Income taxes	3,249,000		2,057,000			9,469,000		10,825,000		

Net income	
$4,946,324		
$3,820,108			
$17,865,574		
$18,779,405		

										
										
Net income per Basic and Diluted      Common Share	
$.14		
$.11			
$.51		
$.56		
										
Dividends per Common Share	$.05		$.05			$.15		$.15		
										
Weighted average number of
     Common Shares outstanding	
34,743,142		
34,143,207			
34,704,741		
33,607,454		

										

See notes to unaudited condensed consolidated financial statements.

-4-

 Part I - Financial Information

 Myers Industries, Inc. 
 Condensed Statements of Consolidated Cash Flows
For the Nine Months Ended September 30, 2005 and 2004

 	 	Unaudited	 	 	 	Unaudited	 	 	
 	 	September 30, 2005	 	 	 	September 30, 2004	 	 	
									
Cash Flows From Operating Activities	 	 	 	 	 	 	 	 	
    Net income	 	$17,865,574	 	 	 	$18,779,405	 	 	
    Items not affecting use of cash	 	 	 	 	 	 	 	 	
        Depreciation	 	26,986,565	 	 	 	28,172,576	 	 	
        Amortization of intangible assets	 	1,497,407	 	 	 	1,445,620	 	 	
        Deferred taxes	 	800,258	 	 	 	2,654,537	 	 	
        Gain on sale of plant	 	0	 	 	 	(1,524,598	)	 	
    Cash flow provided by (used for) working capital	 	 	 	 	 	 	 	 	
        Accounts receivable	 	1,772,747	 	 	 	(12,656,956	)	 	
        Inventories	 	10,392,416	 	 	 	(3,435,212	)	 	
        Prepaid expenses	 	1,422,345	 	 	 	1,864,229	 	 	
        Accounts payable and accrued expenses	 	(7,757,286	)	 	 	(3,616,148	)	 	

    Net cash provided by operating activities	 	52,980,026	 	 	 	31,683,453	 	 	
 	 	 	 	 	 	 	 	 	
Cash Flows From Investing Activities	 	 	 	 	 	 	 	 	
    Acquisition of businesses, net of cash acquired		0				(39,480,746	)		
    Proceeds from sale of plant		0				2,522,179			
    Additions to property, plant and
        equipment, net		
(16,711,175	
)			
(16,935,445	
)		
    Other		(1,929,179	)			(413,400	)		

    Net cash used for investing activities	 	(18,640,354	)	 	 	(54,307,412	)	 	
 	 	 	 	 	 	 	 	 	
Cash Flows From Financing Activities	 	 	 	 	 	 	 	 	
    Net borrowing (repayment) of credit facility	 	(14,496,363	)	 	 	32,419,109	 	 	
    Deferred financing costs	 	(262,499	)	 	 	(1,527,611	)	 	
    Cash dividends paid	 	(5,207,279	)	 	 	(4,746,388	)	 	
    Proceeds from issuance of common stock	 	1,129,430	 	 	 	1,695,509	 	 	

    Net cash provided by (used for) financing activities	 	(18,836,711	)	 	 	27,840,619	 	 	

									
Foreign Exchange Rate Effect on Cash		(1,389,282	)			37,111			

Increase in Cash		14,113,679				5,253,771			
 	 	 	 	 	 	 	 	 	
Cash at January 1	 	8,018,623	 	 	 	5,666,997	 	 	

 	 	 	 	 	 	 	 	 	
Cash at September 30	 	$22,132,302	 	 	 	$10,920,768	 	 	

									

See notes to unaudited condensed consolidated financial statements.
 
-5-

 Part I - Financial Information 

 Myers Industries, Inc. 
 Condensed Statement of Consolidated Shareholders' Equity
For the Nine Months Ended September 30, 2005
Unaudited

Common
Stock	
Additional
Paid-In
Capital	Accumulative
Other
Comprehensive
Income	 	

Retained
Income	 	
							
December 31, 2004	$21,090,960	$266,257,630	$26,089,410	 	$32,566,036	 	
 	 	 	 	 	 	 	
Net income	 	 	 	 	17,865,574	 	
 	 	 	 	 	 	 	
Foreign currency
   translation adjustment			
(22,812,925	
)			
 	 	 	 	 	 	 	
Common Stock issued	70,118	1,059,312	 	 	 	 	
 	 	 	 	 	 	 	
Stock issued for acquisition	2,844	52,528	 	 	 	 	
 	 	 	 	 	 	 	
Dividends	 	 	 	 	(5,207,279	)	

September 30, 2005	$21,163,922	$267,369,470	$3,276,485	 	$45,224,331	 	

							

See notes to unaudited condensed consolidated financial statements.
6
Part I - Financial Information

Myers Industries, Inc.
  Notes to Condensed Consolidated Financial Statements
Unaudited
      Statement of Accounting Policy

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

        In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2005, and the results of operations and cash flows for the three months and nine months ended September 30, 2005 and 2004. The results of operations for the nine months ended September 30, 2005 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2005. The Company's gain on the sale of a warehouse of $1,524,598 originally recorded in the quarter ended September 30,2004 has been reclassified in order to be included in operating income. Certain other prior year amounts have been reclassified to conform with current presentation.

      Contingencies

         The U.S. Department of Justice ("DOJ") has notified the Company that it has determined not to proceed against the Company or its employees for those matters described in the Company's voluntary reporting and internal investigation.

         On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice and the Securities and Exchange Commission ("SEC") certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ and the SEC. Although the DOJ's decision is not binding, it is unlikely that the DOJ would take action at a later time.

         The Company is still voluntarily working with the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC") and the Bureau of Industry and Security, U.S. Department of Commerce ("BIS"), to complete the investigation with them. If the SEC, OFAC or the BIS determined that these incidents were unlawful, they could take action against the Company and/or some of its employees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of September 30, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

7
Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
      Acquisitions

          On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are manufacturers of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The total purchase price was approximately $61 million, which includes the assumption of $26 million of ATP debt outstanding as of the acquisition date. ATP compliments our existing product offering in our plastic and rubber original equipment and replacements parts market. The Company believes that the acquisition of ATP resulted in the recognition of goodwill because of its industry position and management strength along with providing the Company a number of operational efficiency opportunities in relation to other existing business units. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals, other studies and additional information as shown in the table below. The allocation to intangible assets represent customer relationships with assigned lives ranging from 7 to 10 years.

          On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (Pro Cal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers based in South Gate, California. The total acquisition cost was approximately $18.5 million - including approximately $3.8 million in cash and 1,153,847 shares of the Company's common stock. As part of the purchase agreement, for a one-year period ended July 7, 2005, the Company agreed to issue additional shares of common stock in the event that shares issued in connection with the Pro Cal acquisition were sold at a price below the $12.73 per share value at issuance or if the value of shares originally issued was below $12.73 on the anniversary date. Pursuant to this agreement, the Company issued 4,661 additional shares of common stock in the quarter ended September 30, 2005. In connection with the acquisition the Company also assumed approximately $9.5 million of Pro Cal debt. Pro Cal is a natural expansion to the Company's plastic horticultural product offering and its geographical location, unique manufacturing capabilities and strong growth rate contributed to a purchase price that exceeded the fair value of assets acquired resulting in goodwill. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals and additional information, as shown below. The allocation to intangible assets were primarily customer lists and technology with estimated lives of 8 years.

         On September 24, 2004, the Company acquired certain assets of Premium Molding Inc. d/b/a Diakon Molding (Diakon), a manufacturer of plastic refuse collection containers and other blow molded products located in Reidsville, North Carolina. Diakon enables Myers to better serve certain customers in the Southeastern United States. The assets acquired including cash, accounts receivable, inventory, machinery and equipment and intangibles such as customer lists, license and intellectual property were purchased for approximately $4.4 million. In addition, the Company assumed certain liabilities of Diakon including trade payables and certain accrued liabilities related to the business operations.

8
 Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
    The final allocations of purchase price at September 30, 2005 for ATP, Pro Cal and Diakon are as follows: 

(In thousands)		ATP			Pro Cal		Diakon		

Assets acquired:									
    Cash		$153			$1,549		$166		
    Accounts receivable		9,996			3,375		1,397		
    Inventory		3,878			4,535		1,037		
    Property, plant and equipment		17,179			12,736		2,954		
    Other		2,101			215		6		
									
		33,307			22,410		5,560		
Liabilities assumed:									
    Debt		(26,045	)		(9,519	)	-0-		
    Accounts payable and accruals		(8,644	)		(4,820	)	(2,127	)	
    Deferred taxes		(4,041	)		(2,541	)	-0-		
									
		(38,730	)		(16,880	)	(2,127	)	
									
Intangible assets		5,867			2,900		-0-		
Goodwill		34,726			10,114		919		
									
Total consideration in cash and stock		$35,170			$18,544		$4,352		

									

     The results of ATP's, Pro Cal's and Diakon's operations are included in the Company's consolidated results of operations from the dates of acquisition and are reported within the Company's Automotive and Custom Products and Lawn and Garden Products segments respectively. The following unaudited proforma information presents a summary of consolidated results of operations for the Company including ATP, Pro Cal and Diakon as if the acquisitions occurred January 1, 2004.

(In thousands, except per share amounts)	Nine Months Ended 
 September 30, 2004	
 	 	
Net sales	$613,036	
Net income	20,794	
Net income per share	.60	

     These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have occurred had the acquisitions taken place on January 1, 2004 or future results.

9
 Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

      Goodwill

          The change in goodwill for the nine months ended September 30, 2005 is as follows:

(Amount in thousands)	 	 	 	 	 	 	

Segment	Balance at
January 1, 2005	Acquisitions	 	Foreign Currency
Translation	 	Balance at
September 30,2005	
							
Distribution of aftermarket repair     products and services	
$214	
0	 	
0	 	
$214	
Manufacturing of material
    handling products -
    North America	

30,383	

0	 	

0	 	

30,383	
Manufacturing of material
    handling products - Europe	
116,891	
0	 	
(13,348	
)	
103,543	
Manufacturing of automotive and     custom products	
60,199	
0	 	
0	 	
60,199	
Manufacturing of lawn and
    garden products	
71,889	
(988	
)	
0	 	
70,901	
							
Total	$279,576	(988	)	(13,348	)	$265,240	

							

The reduction in goodwill of $988,000 in the manufacturing of lawn and garden products segment resulted from finalization of purchase accounting in connection with the acquisition of Pro Cal. 

       Income Taxes

         The American Jobs Creation Act of 2004 introduced a special on-time dividends received deduction on the repatriation of certain foreign earnings to an U.S. taxpayer, provided certain provisions are met. In the three month period ended September 30, 2005, the Company incurred additional income taxes of approximately $281,000 related to the repatriation of approximately $4.4 million in dividends from foreign subsidiaries. This was the primary reason for the increase in the effective tax rate from 35.0 percent for the third quarter ended September 30, 3004 to 39.6percent for the third ended September 30, 2005.

      Net Income Per Basic and Diluted Common Share

        Net income per basic and diluted Common Share, as shown on the Condensed Statements of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period. For all periods shown, basic and diluted earnings per share are consistent, as the effect of potentially dilutive shares, primarily stock options, is not significant to the computation of earnings per share.

      Stock Compensation

        The Company accounts for stock compensation arrangements using the intrinsic value in Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with the intrinsic value method, the Company has not recognized any expense related to stock options, as options have only been granted with an exercise price equal to the market value of the shares at the date of the grant.

        The alternative policy in Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for

10
Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model.

        On May 31, 2005, the Company granted options totaling 303,500 shares with an option price of $11.15 which was the same as the closing price of the Company's stock on the date of the grant. There were no options granted in the third quarter of 2005. The options permit 20 percent of the shares granted to be exercised after six months, with additional vesting of 20 percent exercisable each year thereafter, with the options expiring ten years from the date of grant. In calculating the pro-forma fair value compensation expense the Company used a trinomial lattice option pricing model. Variables used in calculating the compensation expense include a dividend yield of 1.79 percent, a risk free interest rate of 3.72 percent and a volatility measure of 26.5 percent for the first vesting period, 32.0 percent for the second vesting period and 37.5 percent thereafter. The following table illustrates the effect on net income and net income per share if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

(In thousands, except per share amounts)	 	Nine Months Ended 
September 30,2005	
 	 	 	
Net income as reported	 	$17,866	
Stock option compensation as reported	 	0	
Fair value of stock option compensation net of related tax benefits	 	
535	
			
Proforma net income	 	$17,331	

			
 	 	 	
Net income per share:	 	 	
    Basic and diluted as reported	 	$.51	
    Basic and diluted proforma	 	.50	

        In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised) "Share Based Payment" (SFAS No. 123R required that cost resulting from all share-based payment transactions be recognized in the financial statements and establishes a fair value measurement objective in determining the value of such cost). SFAS No. 123R will become effective for the Company beginning in the first quarter 2006. The Company is currently evaluating the impact of the SFAS 123R on its financial statements.

      Supplemental Disclosure of Cash Flow Information

         The Company made cash payments for interest expense of $2,357,000 and $2,219,000 for the three months ended September 30, 2005 and 2004, respectively. Cash payments for interest totaled $10,139,000 and $8,380,000 for the nine months ended September 30, 2005 and 2004, respectively. Cash payments for income taxes totaled $641,000 and $3,905,000 for the three months ended September 30, 2005 and 2004. Cash payments for income taxes were $9,444,000 and $11,922,000 for the nine months ended September 30, 2005 and 2004, respectively.

11
 Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

      Comprehensive Income

        An unaudited summary of comprehensive income for the three months and nine months ended September 30, 2005 and 2004 was as follows:

	Three Months Ended	 	 	Nine Months Ended	 	
	September 30,			September 30,		
(In thousands)	2005		2004			2005		2004		

										
Net income	$4,946		$3,820			$17,866		$18,779		
Other comprehensive income:
    Foreign currency translation
        adjustment	

(1,246	

)	

3,446	

(22,813	

)	

(2,164	

)	
										
Comprehensive (loss) income	$3,700		$7,266			$(4,947	)	$16,615		

										

      Credit Agreement

         On June 30, 2005, the Company entered into an amendment of its revolving credit agreement (the Credit Agreement) with a group of banks. The amendment revises the covenant related to maintenance of a maximum leverage ratio, defined as total debt to earnings before interest, taxes, depreciation and amortization. In addition, the amendment increases the Company's limit on annual capital expenditures to $50 million 

      Retirement Plans

        For the Company's two defined benefit pension plans, the net periodic benefit cost for the three months and nine months ended September 30, 2005 and 2004 was as follows:

	Three Months Ended	Nine Months Ended	
	September 30,	September 30,	
	2005		2004			2005		2004		

Service cost	$37,548	 	$60,078	 	 	$153,722	 	$180,234	 	
Interest cost	86,990	 	83,443	 	 	263,512	 	250,329	 	
Expected return on assets	(97,702	)	(86,398	)	 	(298,782	)	(259,194	)	
Amortization of prior service cost	2,253	 	10,694	 	 	23,641	 	32,082	 	
Amortization of a net loss	23,669	 	16,884	 	 	59,875	 	50,652	 	
Curtailment loss	144,128	 	0	 	 	144,128	 	0	 	
										
Net periodic pension cost	$196,886	 	$84,701	 	 	$346,096	 	$254,103	 	

										
        The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it did not expect to make any contributions to its defined benefit plans in 2005, however, as of September 30, 2005, contributions of $205,000 have been made. The Company does not anticipate making any additional payments to fund its defined benefit plans in 2005.

12
Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
      Segment Information

         In 2004, the Company changed its reportable business segments. The business segment information for the quarter and nine months ended September 30, 2004 has been restated to conform with the current year business segment presentation.

        The Company's business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", these business units have been aggregated into five reportable segments. These include four manufacturing segments encompassing a diverse mix of plastic and rubber products: 1) Material Handling - North America, 2) Material Handling - Europe, 3) Automotive and Custom, and 4) Lawn and Garden. The fifth segment is Distribution of aftermarket repair products and services. The aggregation of operating segments is based on management by the chief operating decision maker for the segment as well as similarities of products, production processes, distribution methods and economic characteristics.

        Operating income for each segment is based on net sales less cost of products sold, and the related selling, and administrative expenses. In computing segment operating income, general corporate overhead expenses and interest expenses are not included.

	Three Months Ended	 	 	Nine Months Ended	 	
(In thousands)	September 30,			September 30,		
Net Sales	2005		2004			2005		2004		

Distribution of aftermarket repair products and services	
$49,350	 	
$44,737	 	 	
$140,826	 	
$125,890	 	
Manufacturing of material handling products - North America	
48,597	 	
48,317	 	 	
154,456	 	
144,768	 	
Manufacturing of material handling products - Europe	
36,989	 	
39,903	 	 	
126,366	 	
121,684	 	
Manufacturing of automotive and custom products	
49,227	 	
45,946	 	 	
146,950	 	
128,443	 	
Manufacturing of lawn and garden products	34,536	 	27,656	 	 	124,873	 	81,739	 	
Intra-segment elimination	(7,710	)	(7,178	)	 	(21,235	)	(20,869	)	
										
Total	$210,989		$199,381			$672,236		$581,655		

										

13
 Part I - Financial Information

Myers Industries, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

	Three Months Ended	 	 	Nine Months Ended	 	
	September 30,			September 30,		
Income Before Income Taxes	2005		2004			2005		2004		

										
Distribution of aftermarket repair products and services	
$5,510		
$4,187			
$14,529		
$11,595		
Manufacturing of material handling products - North America	
4,785		
2,683			
10,913		
13,380		
Manufacturing of material handling products - Europe	
917		
1,179			
4,491		
3,429		
Manufacturing of automotive and custom products	
2,487		
3,263			
8,964		
12,430		
Manufacturing of lawn and garden products	2,280		1,219			10,943		8,594		
Corporate	(3,924	)	(3,256	)		(10,910	)	(10,250	)	
Interest expense-net	(3,860	)	(3,398	)		(11,595	)	(9,574	)	
										
Total	$8,195		$5,877			$27,335		$29,604		

										

 
14

Part I - Financial Information
 Item 2.   Management's Discussion and Analysis of Financial Condition and
           Results of Operations

         Net sales of $210,989,478 for the third quarter ended September 30, 2005 increased 6 percent over last year's third quarter sales of $199,381,132. The impact of foreign currency translations was favorable, but immaterial, contributing only $682,000. Net income of $4,946,323 was an increase of 29 percent from $3,820,108 last year. Net income for the third quarter of 2004 included a net gain of approximately $914,000 from the sale of a warehouse facility. Net income per share was $.14, an increase of 27 percent compared with $.11 in the third quarter of 2004. Foreign currency translation did not have a significant effect on net income for the quarter. The improvement in earnings for the third quarter of 2005 compared to the prior year reflects the impact of higher selling prices, better utilization of manufacturing capacity and the benefits from ongoing cost control initiatives. These positive factors offset higher costs for plastic raw materials, which were approximately 10 percent higher, on average, compared to the third quarter of 2004.

        For the nine months ended September 30, 2005, net sales were a record $672,239,369, an increase of 16 percent from the $581,654,516 reported for the same period in 2004. Contributions from acquisitions increased total net sales by $39.0 million, while the translation effect of foreign currencies, primarily the euro, increased sales by $5.8 million. Net income for the nine months was $17,865,574 a decrease of 5 percent compared to $18,779,405 in 2004, and net income per share was $.51, a decrease of 9 percent compared to $.56 for the same period last year. Foreign currency translation did not have a significant effect on net income for the nine-month period. The decline in earnings for the nine months ended September 30, 2005 was primarily the result of higher costs for plastic raw materials which increased approximately 30 percent, on average, compared to the prior year nine month period. As a result of the increased raw material costs, gross profit expressed as a percent of sales was reduced to 26.7 percent in the nine months ended September 30, 2005 compared with 29.9 percent in the prior year.

        Total selling and administrative expenses for the quarter ended September 30, 2005 decreased $1.1 million compared to the prior year quarter and, expressed as a percent of sales were reduced to 21.5 percent in the current quarter from 23.2 percent in 2004. This reduction in current year selling and administrative expenses reflects the positive effects of ongoing cost control initiatives. For the nine-month period, current year selling and administrative expenses increased $4.8 million or 4 percent compared to the prior year period. Acquired companies accounted for approximately $3.7 million of this increase with additional increases in selling expenses related to the 16 percent increase in current year sales. However, selling and administrative expenses expressed as a percent of sales were reduced to 21.0 percent for the nine months ended September 30, 2005 from 23.4 percent in 2004, reflecting the benefit of cost control programs.

        Net interest expense increased 14 percent to $3.9 million for the quarter ended September 30, 2005, compared to $3.4 million in the prior year. For the nine months ended September 30, 2005, net interest expense increased 21 percent to $11.6 million compared to $9.6 million in the prior year. The increase for the quarter ended September 30, 2005 reflects higher interest rates, which offset slightly lower average borrowing levels. The increase for the nine months ended September 30, 2005 reflects both higher interest rates and slightly higher average borrowing levels.

        Income taxes as a percent of income before taxes for the third quarter ended September 30, 2005, increased to 39.6 percent compared to 35.0 percent in 2004. The higher effective rate was primarily the result of additional income tax expense of approximately $281,000 related to repatriation of $4.4 million in dividends from foreign subsidiaries pursuant to the American Jobs Creation Act of 2004. For the nine

15

Part I - Financial Information
months ended September 30, 2005, income taxes as a percent of income before taxes were 34.6 percent compared to 36.6 percent for the same period of 2004. The lower effective tax rate for the 2005 nine-month period was due to foreign tax rate differences, including the use of foreign tax loss carry forwards for which valuation allowances were previously provided and which more than offset the additional tax expense incurred on the dividend repatriation noted above.

Business Segment Results

        Third quarter 2005 net sales in the Distribution Segment were $49.3 million, an increase of 10 percent compared to the third quarter of 2004. Sales of both equipment and consumable supplies remained strong across the segment's markets, particularly to independent tire dealers as their customers serviced vehicles from summer driving and began preparations for the winter season. For the nine months, net sales in the segment were $140.8 million, an increase of 12 percent compared to the same time last year. Income before taxes increased 32 percent to $5.5 million compared to last year's third quarter, primarily due to higher sales volumes, increased selling prices, favorable product mix, and ongoing cost controls. For the nine months, income before taxes increased 25 percent to $14.5 million compared to last year.

         Net sales in the Material Handling - North America segment for the quarter were $48.6 million, an increase of 1 percent compared to the third quarter of 2004. Net sales in the third quarter of 2005 were constrained by growing concerns in many industrial markets over an economic slowdown due to rising energy costs. For the nine months ended September 30, 2005, net sales were $154.5 million, an increase of 7 percent compared to last year. Income before taxes was $4.8 million, an increase of 78 percent compared to last year's third quarter due to higher selling prices and lower operating expenses. For the nine months, income before taxes was $10.9 million, a decline of 18 percent compared to the same period last year. Included in the income before tax amounts of both the quarter and nine months ended September 30, 2004, was a $1.5 million pretax gain from the sale of a warehouse facility.

        With products and markets similar to those of North America, third quarter net sales in the Material Handling- Europe Segment were $37.0 million, a decrease of 7 percent from the comparable quarter of 2004. The decrease in sales for the third quarter was due to the increased slowness in the European Union economy, particularly in the industrial markets. Foreign currency translation did not have a significant effect on sales for the quarter. For the nine months, net sales were $126.4 million, an increase of 4 percent compared to a year earlier. Included in current year revenues was $3.4 million from favorable foreign currency translations. Income before taxes was $0.9 million, a decrease of 22 percent compared to last year's third quarter. The key factors influencing third quarter profitability in this segment were lower sales volumes, and higher raw material costs, both partially mitigated by higher selling prices and lower operating expenses. For the nine months, income before taxes was $4.5 million, an increase of 31 percent compared to the same nine-month period of 2004.

        In the Automotive and Custom Segment third quarter net sales for the current year were $49.2 million, an increase of 7 percent compared to the third quarter of 2004 due to strong demand from recreational vehicle and heavy truck markets. For the nine-month period, net sales in the segment were $147.0 million, an increase of 14 percent compared to a year earlier. Included in current year revenues was $10.1 million from the acquisitions of Michigan Rubber Products and WEK. Income before taxes was $2.5 million, a decrease of 24 percent compared to last year's third quarter. Key factors affecting third quarter profitability in this segment include higher rubber and plastic raw material costs and the slower rate at which the Company is able to implement higher selling prices to various automotive OEMs to help offset those costs. For the nine months, income before taxes was $9.0 million, a decrease of 28 percent compared to the same period last year.
16

Part I - Financial Information

         In the Lawn and Garden Segment third quarter 2005 net sales were $34.5 million, 25 percent above net sales for the third quarter of 2004 as a result of new product introductions and a continued strong demand from all sectors in the horticultural market. For the nine months, net sales were $124.9 million, 53 percent above net sales results for the same time last year. Included in current year revenues was $28.9 million from the acquisition of ProCal. Income before taxes was $2.3 million in the third quarter of 2005, an increase of 87 percent compared to last year's third quarter. For the nine months, income before taxes was $11.0 million, an increase of 27 percent compared to the same period last year. Key factors influencing this segment in the third quarter include higher selling prices and increased unit volumes, which offset the higher costs for plastic raw materials.

Liquidity and Capital Resources

        Cash provided by operating activities was $53.0 million for the nine months ended September 30, 2005, compared with $31.7 million for the same period in the prior year. The increase of $21.3 million in cash provided by operating activities was primarily due to the $5.8 million of cash provided by net working capital changes in the current year compared to cash used of $17.8 million in the prior year period. During the nine months ended September 30, 2005, $10.4 million was provided from the liquidation of inventories built up at the previous yearend to protect against future price increases as well reduction of seasonal inventories related to the Lawn and Garden Segment. In addition, $1.8 million was provided by the reduction of accounts receivable as the Company continued to emphasize its working capital control programs. During the nine months ended September 30, 2005, total debt was reduced $14.4 million to $263.0 million compared to $277.4 million at December 31, 2004. Total debt as a percentage of total capitalization at September 30, 2005 was unchanged at 44 percent, the same ratio as the prior yearend. At September 30, 2005, the Company had working capital of $153.7 million and a current ratio of 2.2 which represents a slight increase compared to December 31, 2004.

        On June 30, 2005, the Company entered into an amendment of its revolving credit agreement (the Credit Agreement) with a group of banks. The amendment revised the covenant related to maintenance of a maximum leverage ratio, defined as total debt to earnings before interest, taxes, depreciation and amortization. In addition, the amendment increased the Company's limit on annual capital expenditures to $50 million. As of September 30, 2005 the Company is in compliance with all of the covenants of the Credit Agreement as amended and had approximately $68 million available under the Credit Agreement.

        Capital expenditures for the nine months ended September 30, 2005 were $16.7 million and are expected to be in the range of $20 to $25 million for the full year. Management believes that cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

        The U.S. Department of Justice ("DOJ") has notified the Company that it has determined not to proceed against the Company or its employees for those matters described in the Company's voluntary reporting and internal investigation.

        On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice and the Securities and Exchange Commission ("SEC") certain international business
 
17

Part I - Financial Information
practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ and the SEC. Although the DOJ's decision is not binding, it is unlikely that the DOJ would take action at a later time.

         The Company is still voluntarily working with the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC")and the Bureau of Industry and Security, U.S. Department of Commerce ("BIS"), to complete the investigation with them. If the SEC, OFAC, or the BIS determined that these incidents were unlawful, they could take action against the Company and/or some of its employees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of September 30, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

Critical Accounting Policies

        The preparation of the financial statement information contained herein requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumption or conditions.

        An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Information with respect to the Company's critical accounting policies which the Company believes could have the most significant effect on the Company's reported results and require subjective or complex judgements by management is contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Management believes that as of September 30, 2005, there have been no material changes to this information.

Recent Pronouncements

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs. An amendment of ARB No. 43, Chapter 4." SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted materials should be recognized as current period charges in all circumstances. SFAS No. 151 will be effective for us beginning January 1, 2006. We do not expect the adoption of SFAS No. 151 to have a material effect on our financial position, results of operations or cash flows.

        In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment." SFAS No. 123(R)
18

Part I - Financial Information

requires that public companies recognize expense in an amount equal to the fair value of the share-based payment. We will adopt SFAS No. 123 (R) beginning January 1, 2006. As permitted by SFAS No. 123, we currently account for share-based payments to employees using APB Opinion No. 25's intrinsic value method and, as such, recognize no compensation expense for employee stock options. Accordingly, the adoption of SFAS No. 123 (R)'s fair value method will have an impact on our results of operation, although it will have no impact on our overall financial position. The impact of adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net income and diluted net income per share in the Stock Compensation Footnote to our Consolidated Financial Statements. SFAS No. 123 (R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow activity, rather than as an operating cash flow activity as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While we cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amounts of operating cash flows recognized in prior periods for such excess tax deductions have not been material to our cash flows.

 Item 3.   Quantitative and Qualitative Disclosure About Market Risk
        The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company's financial results are subject to changes in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates.

        Some of the Company's subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company.

        The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

 Item 4.      Controls and Procedures

         We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and
19

Part I - Financial Information

management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

         At the end of the period covered in this report, management, under the supervision of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. However, because management has not fully tested all of the changes related to internal controls on financial reporting in the current year, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the disclosure controls were not effective at a reasonable assurance to ensure the information required to be disclosed in the reports filed and submitted under the Exchange Act is accumulated and communicated to management and is recorded, processed, summarized and reported in such filings as and when required..

        We reported in our Annual Report on Form 10-K and Form 10-K/A certain material weaknesses in our internal controls over financial reporting related to business segment reporting, the financial statement close process and income tax accounting.

        Financial Statement Close Process - Management determined that it had insufficient controls over the process of determining and reporting business segment information in accordance with Financial 
 Accounting Standards Board Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information", which constituted a material weakness in internal controls over financial reporting as of December 31, 2004. The Company has already corrected the material weakness and has restated its business segment information in its Annual Report on Form 10-K for the year ended December 31, 2004 and in this filing.

        The Company also had additional control weaknesses over the financial statement close process which, although individually would not have constituted a material weakness, when combined, constitute a material weakness. These insufficient controls include: (i) inadequate review related to the application of accounting policies and the presentation of disclosures in the notes to the financial statements: (ii) lack of controls over the non-routine and estimation processes on a quarterly basis, including review and supervision controls and insufficient supporting documentation of analyses underlying these processes; and (iii) inadequate review and supporting documentation over the recording of journal entries.

        Income Tax Process - The weaknesses in accounting for income taxes include insufficient controls over accounting for income taxes, including the determination of deferred income tax assets and liabilities, income taxes payable and the provision for income taxes. Specifically, the Company did not have effective controls to: (i) identify and evaluate in a timely manner the tax implication of certain non-routine transactions: (ii) ensure appropriate preparation and review of the provision for income taxes and income taxes payable; (iii) determine the components of deferred income taxes and related assets and liabilities; and (iv) assess the need for valuation allowances on net deferred tax assets.

         The Company has dedicated substantial resources to the review of its internal control processes and procedures. As a result of that review, the Company has taken steps toward remediation of the material weaknesses by: (i) creating and filling the position of Senior Compliance Manager; (ii) creating and filling four new positions of Director of Finance at individual operating units; (iii) establishing a Corporate Compliance Committee; (iv) increasing the size of the internal audit staff from three to five; (v) creating and filling the new position of European Internal Audit Manager and (vi) implementing procedures to strengthen the quarterly closing process.

        As noted above, the Company has taken steps to remediate the material weaknesses. Based on those actions and the changes made in the Company's business segment reporting, management believes that the
20

Part I - Financial Information

weaknesses related to disclosure controls, which were deemed to be ineffective at December 31, 2004, have been remediated. However, because we have not fully tested all of the changes related to internal controls over financial reporting initiated in the current year, our Chief Executive Officer and Chief Financial Officer have concluded that the internal controls over financial reporting were not effective as of September 30, 2005.

Changes in Internal Control over Financial Reporting

         Other than as described above, there have been no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
21
 Part II - Other Information

Myers Industries, Inc.
Item 1.      Legal Proceedings

          The U.S. Department of Justice ("DOJ") has notified the Company that it has determined not to proceed against the Company or its employees for those matters described in the Company's voluntary reporting and internal investigation.

         On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice and the Securities and Exchange Commission ("SEC") certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ and the SEC. Although the DOJ's decision is not binding, it is unlikely that the DOJ would take action at a later time.

         The Company is still voluntarily working with the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC") and the Bureau of Industry and Security, U.S. Department of Commerce ("BIS"), to complete the investigation with them. If the SEC, OFAC or the BIS determined that these incidents were unlawful, they could take action against the Company and/or some of its employees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of September 30, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

 Item 5.     Other Information.

 Item 6.     Exhibits
            (a)  Exhibits
Exhibit Index

3(a)	Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.	
3(b)	Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(b) to Form 10-K filed with the Commission on March 26, 2003.	
10(a)	Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.	
10(b)	Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.*	
10(c)	Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*	
10(d)	Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 19, 2004.	
10(e)	Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*	
10(f)	Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 6, 2003.*	
10(g)	Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*	
10(h)	Employment Agreement between Myers Industries, Inc. and John C. Orr effective May 1, 2005. Reference is made to Exhibit 10(h) to Form 10-Q filed with the Commission on August 10,2005.	
10(i)	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*	
10(j)	Employment Agreement between Myers Industries, Inc. and Kevin C. O'Neil dated August 21, 2005.*	
10(k)	Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005. Reference is made to Exhibit 10(k) to Form 10-Q filed with the Commission on August 10, 2005.*	
10(l)	Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) to Form 10-K filed with the Commission on March 16, 2005.	
10(m)	Second Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, N.A., Agent dated as of June 30, 2005. Reference is made to Exhibit 10(n) to Form 8-K filed with the Commission on July 5, 2005.	
10(n)	First Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent, dated as of June 18, 2004. Reference is made to Exhibit 10(q) to Form 10-Q filed with the Commission on August 6, 2004.	

10(o)	Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of (i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.	
10(p)	Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement. Reference is made to Exhibit 10(v) to Form 10-K filed with the Commission on March 16, 2005.*	
14(a)	Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005.	
14(b)	Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K filed with the Commission on March 16, 2005.	
21	List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc.	
31.1	Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.	
31.2	Certification of Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.	
32	Certifications of John C. Orr Myers, President and Chief Executive Officer, and Gregory J. Stodnick, Vice President--Finance (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
______________
 * Indicates executive compensation plan or arrangement.

 

 
SIGNATURE	
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.	
	
 	 	 	 	MYERS INDUSTRIES, INC.	
 	 	 	 	 	 	 	 	
Date:	  November 4, 2005	 	By:	/s/ Gregory J. Stodnick	
							
 	 	 	 	 	Gregory J. Stodnick	
					Vice President-Finance and Chief	
					Financial Officer (Duly Authorized	
 	 	 	 	 	Officer and Principal Financial	
 	 	 	 	 	And Accounting Officer)	

 
Exhibit 31.1
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003
       I, John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

        2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

        4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

            (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d)   Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

        5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

            (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2005	 	/s/ John C. Orr	
			
 	John C. Orr, President and Chief Executive Officer	
 
Exhibit 31.2
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003
       I, Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer of Myers Industries, Inc., certify that:
        1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

        2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

        4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

            (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d)   Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

        5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

            (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2005		/s/ Gregory J. Stodnick	
			
 	Gregory J Stodnick, Vice President-Finance and Chief Financial Officer	
 
Exhibit 32

CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John C. Orr, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            September 30, 2005 which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

 	 	 	 	 	/s/ John C. Orr	
						
 	 	 	 	 	John C. Orr, President and Chief Executive Officer	
 	 	 	 	 	Dated: November 4, 2005	

        In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory J. Stodnick, Vice President-Finance
(Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            September 30, 2005which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

 	 	 	 	 	/s/ Gregory J. Stodnick	
						
 	 	 	 	 	Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer	
 	 	 	 	 	Dated: November 4, 2005	

 

 

EMPLOYMENT AGREEMENT

BETWEEN

MYERS INDUSTRIES, INC.

AAND

KEVIN C. O'NEIL

 

 
Effective Date: August 21, 2005

Table of Contents                                                             Page

 DEFINITIONS                                                                    *

AMENDMENT AND RESTATEMENT OF PRIOR AGREEMENT          4

EMPLOYMENT TERM                                                         5

POSITION, DUTIES, AND RESPONSIBILITIES                              *

SALARY, BONUS AND BENEFITS                                           *

TERMINATION OF EMPLOYMENT                                          *

SEVERANCE COMPENSATION                                              *

CHANGE OF CONTROL                                                       *

SEVERANCE PLAN                                                          15

PLAN AMENDMENTS                                                        *

CONFIDENTIAL INFORMATION                                           16

ARBITRATION                                                                 *

NOTICES                                                                        *

ASSIGNMENT; BINDING EFFECT                                           *

INVALID PROVISIONS                                                        *

ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS       *

ENTIRE AGREEMENT, MODIFICATION                                    *

NON-EXCLUSIVITY OF RIGHTS                                             *

WAIVER OF BREACH                                                          *

GOVERNING LAW                                                             *

TAX WITHHOLDING                                                          *

EXPENSES OF ENFORCEMENT                                              *

REPRESENTATION                                                            *

SUBSIDIARIES AND AFFILIATES                                           *

NO MITIGATION OR OFFSET                                                *

SOLE REMEDY                                                                *

EMPLOYMENT AGREEMENT	

        THIS EMPLOYMENT AGREEMENT is entered into as of the 21st day of August, 2005, by and between MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), and KEVIN C. O'NEIL (the "Executive").	
W I T N E S S E T H:	
        WHEREAS, the Company and the Executive (collectively "the Parties") desire to enter into this Employment Agreement (the "Agreement") as hereinafter set forth;	
        NOW, THEREFORE, the Company and the Executive agree as follows:	
        1.      DEFINITIONS . For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1 when used in this Agreement. Certain other terms are defined in the body of this Agreement.	
             (a)  Agreement .     The term "Agreement" shall mean this Employment Agreement, as it may be amended from time to time.	
             (b)  Annual Bonus .     The term "Annual Bonus" shall mean the bonus paid to executives or other employees of the Company pursuant to a formal or informal bonus plan or individual annual bonus arrangement.	
             (c)  Base Salary .     The term "Base Salary" shall mean the salary provided for in Section 5 or any increased salary granted to the Executive in accordance with Section 5.	
             (d)  Board .     The term "Board" shall mean the Board of Directors of the Company.	
             (e)  Cause .     The term "Cause" shall mean:	
                        (i)      Commission by the Executive (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony involving fraud or moral turpitude;	
                        (ii)      Commission by the Executive of a material breach or material default of any of the Executive's agreements or obligations under any provision of this Agreement, including, without limitation, the Executive's agreements and obligations under Subsections 4(a) through 4(e), Section 11 or Section 12 of this Agreement, which is not substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to the Executive; or	
                        (iii)      Commission by the Executive, when carrying out the Executive's duties under this Agreement, of acts or the omission of any act, which both (A) constitutes gross negligence or willful misconduct and (B) results in material economic harm to the Company or has a materially adverse effect on the Company's operations, properties or business relationships.	
             (f)  Change in Control.      The term "Change in Control" shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; provided that, without limitation, a Change in Control shall be deemed to have occurred if:	
                        (i)      Any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act), other than Stephen E. Myers or Mary Myers, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities; provided that a Change in Control shall not be deemed to occur under this clause (i) by reason of the acquisition of securities by the Company or an employee benefit plan (or any trust funding such a plan) maintained by the Company;	
                        (ii)      During any period of one (1) year there shall cease to be a majority of the Board comprised of "Continuing Directors" as hereinafter defined; or	
                        (iii)      There occurs (A) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) the approval by the stockholders of the Company of a plan of complete liquidation of the Company, or (C) the sale or disposition by the Company of more than fifty percent (50%) of the Company's assets. For purposes of this Subsection 1(f)(iii), a sale of more than fifty percent (50%) of the Company's assets includes a sale of more than fifty percent (50%) of the aggregate value of the assets of the Company and its subsidiaries or the sale of stock of one or more of the Company's subsidiaries with an aggregate value in excess of fifty percent (50%) of the aggregate value of the Company and its subsidiaries or any combination of methods by which more than fifty percent (50%) of the aggregate value of the Company and its subsidiaries is sold.	
                        (iv)      For purposes of this Agreement, a "Change of Control" will be deemed to occur:	
             (A)     on the day on which a twenty percent (20%) or greater ownership interest described in Subsection 1(f)(i) is acquired, provided that a subsequent increase in such ownership interest after it first equals or exceeds twenty percent (20%) shall not be deemed a separate Change of Control;	
             (B)     on the day on which "Continuing Directors," as hereinafter defined, cease to be a majority of the Board as described in Subsection 1(f)(ii);	
             (C)     on the day of a merger, consolidation or sale of assets as described in Subsection 1(f)(iii); or	
             (D)     on the day of the approval of a plan of complete liquidation as described in Subsection 1(f)(iii).	
                        (v)      For purposes of this Subsection 1(f), the words "Continuing Directors" mean individuals who at the beginning of any period (not including any period prior to the date of this Agreement) of one (1) year constitute the Board and any new Director(s) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved.	
             (g)      Company . The term "Company" shall mean Myers Industries, Inc., an Ohio corporation, and its successors and assigns to the extent permitted under this Agreement.	
             (h)      Compensation Committee . The term "Compensation Committee" shall mean the Compensation Committee of the Board or its successor.	
             (i)      Director . The term "Director" shall mean a member of the Board.	
             (j)      Disability . The term "Disability" shall mean a physical or mental incapacity that prevents the Executive from performing his duties hereunder for a period of one hundred eighty (180) consecutive days in any period of two consecutive fiscal years of the Company.	
             (k)      Effective Date . The term "Effective Date" shall mean the effective date of this Agreement, which shall be August 21, 2005.	
             (l)      Employment Term . The term "Employment Term" shall have the meaning set forth in Subsection 3(b) of this Agreement.	
             (m)      Good Reason . The term "Good Reason" shall mean the occurrence of (i) any reduction in the annual base salary of the Executive of less than Two Hundred and Sixty-Five Thousand Dollars ($265,000) per year, (ii) any reduction in the position, authority or office of the Executive, (iii) any material reduction in the Executive's responsibilities or duties for the Company, (iv) any material adverse change or reduction in the aggregate "Minimum Benefits," as hereinafter defined, provided to the Executive as of the Effective Date (provided that any material reduction in such aggregate Minimum Benefits that is required by law or applies generally to all employees of the Company shall not constitute "Good Reason" as defined hereunder), (v) any change in the Executive's reporting relationship, (vi) any relocation of the Executive's principal place of work with the Company to a place more than twenty-five (25) miles from the geographical center of Akron, Ohio, or (vii) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement. As used in this Subsection 1(m), an "adverse change or material reduction" in the aggregate Minimum Benefits shall be deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such aggregate Minimum Benefits determined as of the Effective Date. As used in this Subsection 1(m), Minimum Benefits are life insurance, accidental death, long term disability, short term disability, medical, dental, and vision benefits and the Company's expense reimbursement policy. The Executive shall give written notice to the Company on or before the date of termination of employment for Good Reason stating that the Executive is terminating employment with the Company and specifying in detail the reasons for such termination. If the Company does not object to such notice by notifying the Executive in writing within five (5) days following the date of the Company's receipt of the Executive's notice of termination, the Company shall be deemed to have agreed that such termination was for Good Reason. The parties agree that "Good Reason" will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a "Change in Control," as defined herein, provided the Executive continues to serve as the Vice President and General Counsel of the new parent company and its subsidiaries. The parties further agree that "Good Reason" will be deemed to have occurred if the purchaser, in a Change in Control transaction, does not assume this Agreement in accordance with Section 15 hereof.	
             (n)      Parties . The term "Parties" shall mean the Company and the Executive.	
             (o)      Retirement . The term "Retirement" shall have the definition ascribed to such term in the Company's Executive Supplemental Retirement Plan as in effect on the Effective Date.	
             (p)      Severance Benefit Plan . The term "Severance Benefit Plan" shall mean any plan, policy or arrangement providing severance benefits for executive officers (and any other employees) of the Company.	
        2.      PRIOR AGREEMENT . This Agreement shall not supercede and shall have no effect on that certain Indemnification Agreement between the Parties dated as of May 3, 1999 which agreement shall remain in effect until they shall expire in accordance with its and their terms.	
        3.      EMPLOYMENT TERM .	
             (a)     During the Employment Term, the Company shall employ the Executive, and the Executive shall serve the Company, as its Vice President, General Counsel and Secretary, which at the time of this Agreement is Vice President, General Counsel and Secretary, based on the terms and subject to the conditions set forth herein.	
             (b)     The Employment Term shall commence on the Effective Date and shall continue indefinitely, provided that the Employment Term may terminate as provided in Section 6 hereof.	
        4.      POSITION, DUTIES, AND RESPONSIBILITIES . At all times during the Employment Term, the Executive shall:	
             (a)     Hold the position of the Company's Vice President, General Counsel and Secretary, an executive officer, reporting to the Chief Executive Officer and the Board, as applicable;	
             (b)     Have those duties and responsibilities, and the authority, customarily possessed by a Vice President, General Counsel and Secretary of a major corporation and such additional duties as may be assigned to the Executive from time to time by the Chief Executive Officer or Board, as applicable, which are consistent with the position of Vice President, General Counsel and Secretary of a major corporation;	
             (c)     [Reserved]	
             (d)     Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and	
             (e)     Devote the Executive's entire business time, energy, and talent (subject to vacation time in accordance with the Company's policy applicable to executive officers, illness or injury) to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board.	
Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive's investment assets, provided such activities do not unreasonably interfere with the performance by the Executive of the Executive's duties hereunder. Furthermore, service by the Executive on the boards of directors of up to two (2) noncompeting companies (in addition to affiliates of the Company) shall not be deemed to be a violation of this Agreement, provided such service does not unreasonably interfere with the performance of the Executive's duties hereunder.	
        5.      SALARY, BONUS AND BENEFITS . For services rendered by the Executive on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Executive by the Company:	
             (a)     The Company shall pay to the Executive, in equal installments, according to the Company's then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual Base Salary at the initial rate of Two Hundred Sixty-Five Thousand Dollars ($265,000.00). This salary may be increased, but not decreased, to the extent, if any, that the Compensation Committee may determine.	
             (b)     At the discretion of the Compensation Committee, the Executive shall receive an Annual Bonus. Such Annual Bonus shall be paid at such time as Annual Bonuses are paid to executive officers of the Company as determined by the Compensation Committee. If any portion of an Annual Bonus shall be payable in a year after the year in which it is earned, and in the event the Executive's employment is terminated prior to payment of the full Annual Bonus amount to which he is entitled for any prior year, any remaining payments shall be made within thirty (30) days of his termination date.	
             (c)     The Executive shall be eligible for participation in such other benefit plans, including, but not limited to, the Company's profit sharing plan, Executive Supplemental Retirement Plan, short-term and long term disability plans, group term life insurance plan, medical plan or PPO, dental plan, and the 1999 Incentive Stock Plan, as the Company may adopt from time to time and in which the Company's executive officers, or employees in general, are eligible to participate. This Subsection 5(c) shall not be deemed to prevent participation in any special plan or arrangement providing special benefits to the Executive which are not available to other employees. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 9 hereof, the Executive shall not be entitled to duplicative payments under this Agreement and any Severance Benefit Plan.	
             (d)     Without limiting the generality of Subsection 5(c) above, with respect to life insurance, the Executive shall:	
(i)     be entitled to participate in the Company's group term life insurance plan with a death benefit to be provided at a level of not less than one (1) times annual Base Salary at the Company's expense.	
(ii)     [Reserved]	
             (e)     Without limiting the generality of Subsection 5(c) above, the Executive shall be entitled to an automobile of the Executive's choice but subject to the approval of the Chief Executive Officer, and reimbursement for all expenses in connection therewith, including, but not limited to, the cost of acquisition, maintenance, fuel and liability insurance.	
             (f)     The Executive shall be entitled to take, during each one-year period commencing with January 1, 2005, during the Employment Term, vacation time equal to not fewer than four (4) weeks.	
             (g)     [Reserved]	
             (h)     [Reserved]	
             (i)     [Reserved]	
             (j)     The Company shall pay the reasonable legal fees incurred by the Executive in connection with negotiation of this Agreement and the maintenance, review and renegotiation thereof.[Reserved]	
             (k)     Notwithstanding any contrary provision of this Agreement, the Executive will at all times be entitled to benefits which are at least as favorable to the Executive and his family as are generally provided to all executives of the Company or the family thereof, with the exception of Mary Myers and Stephen E. Myers.	
             (l)     [Reserved]
.	
             (m)     At the customary time for granting stock options under the Company's 1999 Incentive Stock Plan or its successor, the Executive will be granted the option to purchase an amount of the Company's common stock commensurate and in recognition of his position as the Vice President, General Counsel and Secretary of the Company, with terms and provisions similar to those in effect under such plan as of the Effective Date, or the Company will granted another award acceptable to the Executive.	
             (n)     The Executive shall receive years of service credit on a pro rata basis so that he will be fully vested and entitled to receive a supplemental retirement benefit in the amount of at least Fifty Thousand Dollars ($50,000.00) per annum for a period of ten (10) years, commencing the first day of the month following the later of his Retirement or his attainment of age sixty-five (65). This benefit shall be provided under the Company's Executive Supplemental Retirement Plan or otherwise as the Parties shall agree. In the event that the Executive shall die before all ten (10) years of payments shall have been received, the Executive's spouse shall be entitled to the remainder of such payments.	
             (o)     During the Employment Term, the Company shall reimburse the Executive not less than One Thousand Five Hundred Dollars ($1,500.00) per year toward the cost of an annual executive physical examination at The Cleveland Clinic Foundation or other acceptable facility.	
             (p)     The Executive shall be provided, at the Company's expense, with director's and officer's liability insurance coverage with respect to claims against the Executive arising in connection with his activities performed on behalf of or in connection with his service as an officer or Director of the Company or any affiliate.	
             (q)     [Reserved]	
        6.       TERMINATION OF EMPLOYMENT . As indicated in Subsection 3(b), the Employment Term may terminate prior to the date specified therein as follows:	
             (a)     The Executive's employment hereunder will terminate without further notice upon the death of the Executive.	
             (b)     The Company may terminate the Executive's employment hereunder upon the Executive's Disability, if the Executive is prevented from performing his duties hereunder by reason of physical or mental incapacity for a period of one hundred eighty (180) consecutive days in any period of two consecutive fiscal years of the Company, but in any such event the Executive shall be entitled to full compensation and benefits hereunder until the close of such one hundred and eighty (180) day period.	
             (c)     The Executive may terminate his employment due to his Retirement.	
             (d)     The Company may terminate the Executive's employment hereunder effective immediately upon giving written notice of such termination for "Cause."	
             (e)     The Company may terminate the Executive's employment hereunder without Cause at any time upon thirty (30) days written notice.	
             (f)     The Executive may terminate his employment hereunder effective immediately upon giving written notice of such termination for "Good Reason."	
 	
             (g)     The Executive may terminate his employment hereunder without Good Reason at any time upon thirty (30) days written notice.	
        7.      SEVERANCE COMPENSATION . If the Executive's employment terminates, the following severance provisions will apply:	
             (a)     If the Executive's employment is terminated by the Company other than for Cause or is terminated by the Executive for Good Reason, then for a period of one (1) year commencing on the Executive's termination date ("Payment Term"), the Company shall:	
                        (i)     pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to one (1) times his annual Base Salary in effect on the date of such termination of employment (or if such annual Base Salary has decreased during the one year period ending on the date of the Executive's termination of employment, at the highest rate in effect during such period);	
                        (ii)     pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to one (1) times his Annual Bonus at the highest rate in effect during the prior three year period, , plus the sum of any Annual Bonus earned but unpaid at the date of such termination of employment;	
                        (iii)     continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life and long-term disability insurance protection under policies obtained by the Executive), being provided to the Executive immediately prior to the Executive's termination of employment, or if any of such benefits have decreased during the one year period ending on the Executive's termination of employment, at the highest level in effect during such one year period;	
                        (iv)     continue to pay the automobile allowances as provided in Subsections 5(e) hereof; and	
                        (v)     pay for executive outplacement services for the Executive from a nationally recognized executive outplacement firm at the level provided for the most senior executives, provided that such outplacement services will be provided for a one year period commencing on the date of termination of employment regardless of the Payment Term.	
 	
             (b)      If the Executive's employment with the Company is terminated by reason of the Executive's death or Disability during the Employment Term, the Executive or his surviving spouse shall be entitled to receive (i) the Base Salary and Annual Bonus accrued and unpaid to the date of death or Disability, (ii) any amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan, and (iii) if the Executive and/or his surviving spouse and dependents properly elect continued medical coverage in accordance with Code Section 4980B ("COBRA"), the Company shall pay the entire cost of the premiums for such continued medical coverage for the longer of (A) the maximum required period of coverage under Code Section 4980B(f) or (B) thirty-six (36) months.	
             (c)     If the Executive's employment hereunder is terminated by the Company for Cause or terminated by the Executive other than for Good Reason, then no further compensation or benefits will be provided to the Executive by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 19 hereof, this Subsection 7(c) shall not be interpreted to deny the Executive any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Executive.	
             (d)     The Company's payments pursuant to this Section 7 that result in additional taxable income to the Executive shall be increased by a forty percent (40%) tax gross-up payment to the Executive for the purposes of covering federal, state and local income taxes on the amount of such payments.	
             (e)     Notwithstanding anything contained in this Agreement to the contrary, other than Section 19 hereof, if the Executive breaches any of the Executive's obligations under Section 11 or 12 hereof, and such breach is not substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to the Executive, no further severance payments or other benefits will be payable to the Executive under this Section 7.	
        8.      CHANGE IN CONTROL .	
             (a)     In General . In the event of a Change in Control, the Executive shall have certain special protections so that he may more fully focus on the issues related to such a Change in Control, and to reward the Executive for the substantial additional effort involved in a Change in Control. The protections and rights are set forth in this Section 8.	
                        (i)     In the event of a Change in Control, the Executive may terminate his employment with the Company at any time within the following eighteen (18) months and it will be considered a termination for Good Reason under this Agreement.	
                        (ii)    In the event of a Change in Control, the Executive may elect to extend this Agreement for a period of eighteen (18) months.	
                        (iii)    In the event of a Change in Control, the Company will pay the Executive, within thirty (30) days following the date of such Change in Control, the amount of any Annual Bonus earned but unpaid as of that date.	
                        (iv)    In the event of a Change in Control, the Executive will become fully vested in all outstanding stock options, restricted stock or similar awards and any option shall become fully exercisable. The Executive shall have at least ninety (90) days following the date of the Change in Control to exercise any option or right with respect to any such award.	
                        (v)     In the event of a Change in Control, the Executive will have available the expenses of enforcement provided in Section 23 hereof.	
             (b)      Section 280G Protection . The Executive shall be entitled to a cash payment (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes which the Executive is required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any "parachute payments" as defined in Section 280G(b)(2) of the Code made by or on behalf of the Company or any successor thereto, under this Agreement or otherwise, resulting in an "excess parachute payment" as defined in Section 280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax Gross-Up Payment due to the Executive under this Section 8 shall be increased by the aggregate of the amount of federal, state and local income, excise and penalty taxes, and any interest on any of the foregoing, for which the Executive will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 8, such that the Executive will receive the Excise Tax Gross-Up Payment net of all income, excise and penalty taxes, and any interest on any of the foregoing, imposed on the Executive on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company or its successor, by an independent accounting, actuarial or consulting firm selected by the Company or its successor. Such Excise Tax Gross-Up Payment shall be made by the Company or its successor at such time as the Company or its successor shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing the Executive's federal income tax return for the calendar year for which it is determined that excise taxes are payable under Section 4999 of the Code. Notwithstanding the foregoing, there shall be no duplication of payments by the Company or its successor under this Section 8 in respect of excise taxes under Section 4999 of the Code to the extent the Company or its successor is making payments in respect of such excise taxes under any other arrangement with the Executive. In the event that the Executive is ultimately assessed with excise taxes under Section 4999 of the Code which exceed the amount of excise taxes used in computing the Executive's payment under this Section 8, the Company or its successor shall indemnify the Executive for such additional excise taxes plus any additional excise taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder.	
        9.      SEVERANCE PLAN . It is the intention of the Parties that this Agreement provide special benefits to the Executive. If at any time the Company maintains a Severance Benefit Plan that would provide better cash severance benefits to the Executive than this Agreement, the Executive may elect to receive such better cash severance benefits in lieu of the cash severance benefits provided under Subsections 7(a)(i) and 7(a)(ii) of this Agreement while continuing to receive any other benefits or coverages available under this Agreement. If this Agreement would provide better cash severance benefits to the Executive than a Severance Benefit Plan maintained by the Company, the Executive shall receive the cash severance benefits under this Agreement, as well as any other benefits or coverages available under this Agreement. In such case, the cash severance benefits under this Agreement shall be in lieu of the cash severance benefits payable under a Severance Benefit Plan.	
        10.      PLAN AMENDMENTS . To the extent any provisions of this Agreement modify the terms of any existing plan, policy or arrangement affecting the compensation or benefits of the Executive, as appropriate, (a) such modification as set forth herein shall be deemed an amendment to such plan, policy or arrangement as to the Executive, and both the Company and the Executive hereby consent to such amendment, (b) the Company will appropriately modify such plan, policy or arrangement to correspond to this Agreement with respect to the Executive, or (c) the Company will provide an "Alternative Benefit," as defined in Section 17 hereof, to or on behalf of the Executive in accordance with the provisions of such Section 17.	
        11.      CONFIDENTIAL INFORMATION . The Executive agrees that the Executive will not, during the Employment Term or at any time thereafter, either directly or indirectly, disclose or make known to any other person, firm, or corporation any confidential information, trade secret or proprietary information of the Company in violation of the Company's policies and procedures.	
        12.     [ReservedESERVED]	
        13.      ARBITRATION . The following arbitration rules shall apply to this Agreement:	
              (a)     In the event that the Executive's employment shall be terminated by the Company during the Employment Term or the Company shall withhold payments or provision of benefits because the Executive is alleged to be engaged in activities prohibited by Section 11 or 12 hereof or for any other reason, the Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration in the metropolitan area of Akron, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association by serving a notice to arbitrate upon the Company or to institute a judicial proceeding, in either case within one hundred and twenty (120) days after having received notice of termination of his employment.	
              (b)     Without limiting the generality of Subsection 13(a), this Subsection 13(b) shall apply to termination asserted to be for "Cause" or for "Good Reason." In the event that (i) the Company terminates the Executive's employment for Cause, or (ii) the Executive resigns his employment for Good Reason, the Company and the Executive each shall have thirty (30) days to demand of the American Arbitration Association in writing (with a copy to the other Party) that arbitration be commenced to determine whether Cause or Good Reason, as the case may be, existed with respect to such termination or resignation. The Parties shall have thirty (30) days from the date of such written request to select such third party arbitrator. Upon the expiration of such thirty (30) day period, the Parties shall have an additional thirty (30) days in which to present to such third party arbitrator such arguments, evidence or other material (oral or written) as may be permitted and in accordance with such procedures as may be established by such third party arbitrator. The third party arbitrator shall furnish a written summary of his findings to the Parties not later than thirty (30) days following the last day on which the parties were entitled to present arguments, evidence or other material to the third party arbitrator.	
During the period of resolution of a dispute under this Subsection 13(b), the Executive shall receive no compensation by the Company (other than payment by the Company of premiums due before or during such period on any insurance coverage applicable to the Executive hereunder) and the Executive shall have no duties for the Company. If the arbitrator determines that the Company did not have Cause to terminate the Executive's employment or that the Executive had Good Reason to resign his employment, as the case may be, the Company shall promptly pay the Executive in a lump sum any compensation to which the Executive would have been entitled, for the period commencing with the date of the Executive's termination or resignation and ending on the date of such determination, had his employment not been terminated or had he not resigned.	
        14.      NOTICES . For purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when hand delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:	
(a)     If the notice is to the Company:	
 	
        Myers Industries, Inc.
        1293 South Main Street
        Akron, OH 44301
        Attn: President	
 	
(b)     If the notice is to the Executive:	
 	
Mr. Kevin C. O'Neil
711 Kensington Way
Copley, OH 44321	
 	
or to such other address as either Party may have furnished to the other in writing and in accordance herewith; except that notices of change of address shall be effective only upon receipt.	
        15.      ASSIGNMENT; BINDING EFFECT . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Executive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 15.	
        The Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Executive's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Executive shall be payable to the Executive's spouse, or if such spouse shall not survive the Executive, to the Executive's estate. In the event of the Executive's death or a judicial determination of the Executive's incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to the Executive's beneficiary, estate or other legal representative.	
        16.      INVALID PROVISIONS . Any provision of this Agreement that is prohibited or unenforceable shall be ineffective to the extent, but only to the extent, of such prohibition or unenforceability without invalidating the remaining portions hereof and such remaining portions of this Agreement shall continue to be in full force and effect. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, the Parties will negotiate in good faith to replace such provision with another provision that will be valid or enforceable and that is as close as practicable to the provisions held invalid or unenforceable.	
        17.      ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS . In the event this Agreement provides for payments or benefits to or on behalf of the Executive which cannot be provided under the Company's benefit plans, policies or arrangements either because such plans, policies or arrangements no longer exist or no longer provide such benefits or because provision of such benefits to the Executive would adversely affect the tax qualified or tax advantaged status of such plans, policies or arrangements for the Executive or other participants therein, the Company may provide the Executive with an "Alternative Benefit," as defined in this Section 17, in lieu thereof. The Alternative Benefit is a benefit or payment which places the Executive and the Executive's dependents or beneficiaries, as the case may be, in at least as good of an economic position as if the benefit promised by this Agreement (a) were provided exactly as called for by this Agreement, and (b) had the favorable economic, tax and legal characteristics customary for plans, policies or arrangements of that type. Furthermore, if such adverse consequence would affect the Executive or the Executive's dependents, the Executive shall have the right to require that the Company provide such an Alternative Benefit.	
        18.      ENTIRE AGREEMENT, MODIFICATION . Subject to the provisions of Section 19 hereof, this Agreement contains the entire agreement between the Parties with respect to the employment of the Executive by the Company and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. No modification, amendment, or waiver of any of the provisions of this Agreement shall be effective unless in writing, specifically referring hereto, and signed by both Parties.	
        19.      NON-EXCLUSIVITY OF RIGHTS . Notwithstanding the foregoing provisions of Section 18, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan, program, policy or practice provided by the Company for its executive officers, nor shall anything herein limit or otherwise affect such rights as the Executive has or may have under any stock option, restricted stock or other agreements with the Company or any of its subsidiaries. Amounts which the Executive or the Executive's dependents or beneficiaries, as the case may be, are otherwise entitled to receive under any such plan, policy, practice or program shall not be reduced by this Agreement except as provided in Section 9 hereof with respect to payments under a Company sponsored Severance Benefit Plan if cash payments are made hereunder.	
        20.      WAIVER OF BREACH . The failure at any time to enforce any of the provisions of this Agreement or to require performance by the other Party of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part of this Agreement or the right of either Party thereafter to enforce each and every provision of this Agreement in accordance with the terms of this Agreement.	
        21.      GOVERNING LAW . This Agreement has been made in, and shall be governed and construed in accordance with the laws of, the State of Ohio. The Parties agree that this Agreement is not an "employee benefit plan" or part of an "employee benefit plan" which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.	
        22.      TAX WITHHOLDING . The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes or other amounts as shall be required to be withheld pursuant to any applicable law or regulation. Where withholding applies to shares of the Company's common stock, the Company shall make cashless withholding available to the Executive if permissible by law.	
        23.      EXPENSES OF ENFORCEMENT .	
              (a)     Following a Change in Control . The Company is aware that upon the occurrence of a Change in Control the Board or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses. Accordingly, if following a Change in Control it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from, the Executive, the benefits intended to be provided to the Executive hereunder, and that the Executive has complied with all of his obligations under this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company as provided in this Section 23, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as herein provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of Five Hundred Thousand Dollars ($500,000.00).	
              (b)     In General . The Company shall reimburse reasonable attorney fees and expenses incurred by the Executive to enforce the provisions of this Agreement, even if his claims are not successful, provided they are not ultimately determined by the court or arbitrator, as the case may be, to be frivolous.	
 	
        24.      REPRESENTATION . The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization.	
        25.      SUBSIDIARIES AND AFFILIATES . Notwithstanding any contrary provision of this Agreement, to the extent it does not adversely affect the Executive, the Company may provide the compensation and benefits to which the Executive is entitled hereunder through one or more subsidiaries or affiliates.	
 	
        26.      NO MITIGATION OR OFFSET . In the event of any termination of employment, the Executive shall be under no obligation to seek other employment. Amounts due the Executive under this Agreement shall not be offset by any remuneration attributable to any subsequent employment he may obtain.	
         27.       SOLE REMEDY . The Parties agree that the remedies of each against the other for breach of this Agreement shall be limited to enforcement of this Agreement and recovery of the amounts and remedies provided for herein. The Parties, however, further agree that such limitation shall not prevent either Party from proceeding against the other to recover for a claim other than under this Agreement.	
         IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the day and year first above written.	

MYERS INDUSTRIES, INC.	
(the "Company")	

By: /s/ John C. Orr	
		
JOHN C. ORR, President and	
Chief Executive Officer	

EXECUTIVE	

 	
/s/ Kevin C. O'Neil	
		
KEVIN C. O'NEIL	

 
EXHIBIT 21

Direct and Indirect Subsidiaries, and Operating Divisions,
of Myers Industries, Inc.
As of November 1, 2005

North and Central American Operations	
 	
AJ Plasticos, Ltda.	Brazil	
Ameri-Kart Corp.	Kansas	
 	-WEK South Corp	North Carolina	
Ameri-Kart (MI) Corp.	Michigan	
Buckhorn Inc.	Ohio	
 	- Buckhorn Limited	UK	
 	- Buckhorn Canada, Inc.	Ontario, Canada	
 	- Buckhorn Rubber Products Inc.	Missouri	
Eastern Tire Equipment & Supplies, Limited	Quebec, Canada	
Grower Express Trucking, Inc.	Ohio	
JMKO Corp.	Missouri	
 	- AC Buckhorn LLC (50%)	Missouri	
Listo Products, Ltd.	Yukon Territory	
MYEcap Financial Corp.	Ohio	
MYELux, LLC	Ohio	
 	-MYELux International Finance, S.e.c.s. (GP 98.67%)	Luxembourg	
MYELux International Finance, S.e.c.s. (LP 1.33%)	Luxembourg	
MYE Automotive, Inc.	Delaware	
 	- Michigan Rubber Products, Inc.	Michigan	
 	- WEK Automotive, Inc.	Delaware	
Myers International, Inc.	Ohio	
 	-Myers de El Salvador S.A. De C.V. (75%)	El Salvador	
 	 	-- Orientadores Comerciales S.A.	Guatemala	
 	 	-- Myers de Panama S.A.	Panama	
 	 	-- Myers TSCA, S.A.	Panama	
 	 	-- Pancanal Corporate Services, S.A.	Panama	
Myers de El Salvador S.A. De C.V. (25%)	El Salvador	
Myers Missouri, Inc.	Missouri	
 	- AC Buckhorn LLC (50%)	Missouri	
Myer's Tire Supply (Canada) Limited	Ontario, Canada	
Myers Tire Supply Distribution, Inc.	Ohio	
Patch Rubber Company	North Carolina	
 	- Kwik Patch Private Ltd. (30.98%)	India	
Productivity California, Inc.	California	

EXHIBIT 21 continued 

Direct and Indirect Subsidiaries, and Operating Divisions,
of Myers Industries, Inc.
As of September 1, 2005

Reported Operating Divisions of Myers Industries, Inc. and Subsidiaries	
 	
Akro-Mils (of Myers Industries, Inc.)	Akron, Ohio	
Dillen Products (of Myers Industries, Inc.)	Middlefield, Ohio	
Molded Solutions (of Buckhorn Rubber Products Inc.)	Mebane, NC	
Myers Tire Supply (of Myers Industries, Inc.)	Akron, Ohio	
European and Danish Operations	
 	
MYELux International Finance, S.e.s.c.	Luxembourg	
 	-Myers International Holding, S.a.r.l.	Luxembourg	
 	 	-- Allibert-Buckhorn Europe, SAS	France	
 	 	 	--- Atelier de Transformation des Matieres Plastiques, S.A.	France	
 	 	 	--- SCI de la Plaine	France	
 	 	 	--- Holdiplast SA	France	
 	 	 	--- Allibert Equipement, SAS	France	
 	 	 	 	---- Allibert Anshan Cuves SARL (10%)	China	
 	 	 	 	---- Allibert Contenitori SpA	Italy	
 	 	 	 	---- Allibert Contentores-Sistemas de Armazenagem, S.A.	Portugal	
 	 	 	 	---- Allibert Buckhorn UK Limited	UK	
 	 	 	 	 	----- Allibert Manutencion S.A.	Spain	
				---- Allibert Equipement Sprl	Belgium	
				---- Allibert Transport und Lagertechnik GmbH	Austria	
			--- Allibert Transport und Lagertechnik Verwaltungsgesellschaft mbH	Germany	
			--- Allibert Transport und Lagertechnik GmbH & Co Kg	Germany	
raaco International A/S	Denmark	
 	- raaco Benelux B.V.	Netherlands	
 	- raaco France	France	
 	- raaco Germany	Germany	
 	- raaco Great Britain	UK	
 	- raaco Sweden	Sweden	
 
Exhibit 31.1
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003
       I, John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

        2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

        4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

            (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d)   Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

        5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

            (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2005		/s/ John C. Orr	
			
 	John C. Orr, President and Chief Executive Officer	
 
Exhibit 31.2
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003
       I, Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer of Myers Industries, Inc., certify that:
        1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

        2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

        4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

            (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

            (c)   Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            (d)   Disclosed in this report any change in the company's internal control over financial reporting that occurred during the company's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

        5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

            (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2005		/s/ Gregory J. Stodnick	
			
 	Gregory J Stodnick, Vice President-Finance and Chief Financial Officer	
 
Exhibit 32

CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John C. Orr, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            September 30, 2005 which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

 	 	 	 	 	/s/ John C. Orr	
						
 	 	 	 	 	John C. Orr, President and Chief Executive Officer	
 	 	 	 	 	Dated: November 4, 2005	

        In connection with the Quarterly Report of Myers Industries, Inc. (the Company) on
Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory J. Stodnick, Vice President-Finance
(Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

            (1) The Quarterly Report on Form 10-Q of the Company for the period ended
            September 30, 2005which this certification accompanies fully complies with the
            requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
            and

            (2) The information contained in the Report fairly presents, in all material
            respects, the financial condition and results of operations of the Company.

 	 	 	 	 	/s/ Gregory J. Stodnick	
						
 	 	 	 	 	Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer	
 	 	 	 	 	Dated: November 4, 2005