SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended            March 31, 1999
                               ------------------------------------------------
                                             or

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

For the transition period from                         to
                              -------------------------  ----------------------	

Commission file number I-8524

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

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

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

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

Indicate whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes . No X .

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

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

As of April 30, 1999, the number of shares outstanding of the issuer's Common Stock was:

18,382,955

-1-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.
 CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
 AS OF MARCH 31, 1999 AND DECEMBER 31, 1998

                                                                                      March 31          December 31,
ASSETS                                                                                  1999                1998
------                                                                              ------------        ------------
CURRENT ASSETS
     Cash and temporary cash investments                                             $13,112,571         $34,832,151
     Accounts receivable-less allowances
         of $3,646,000 and $2,396,000,
         respectively                                                                105,261,828          62,855,111

     Inventories
         Finished and in-process products                                             50,809,938          44,182,030
         Raw materials and supplies                                                   19,823,204           9,236,913
                                                                                    ------------        ------------
                                                                                      70,633,142          53,418,943
     Prepaid expenses                                                                  1,344,967           2,543,996
                                                                                    ------------        ------------
        TOTAL CURRENT ASSETS                                                         190,382,508         153,650,201

OTHER ASSETS
     Excess of cost over fair value of net
         assets of companies acquired                                                150,209,732          37,481,612
     Patents and other intangible assets                                               2,543,359           2,104,327
     Other                                                                             4,571,236           4,028,655
                                                                                    ------------        ------------
                                                                                     157,324,327          43,614,594
PROPERTY, PLANT & EQUIPMENT, AT COST
     Land                                                                              5,554,306           2,854,905
     Buildings and leasehold improvements                                             65,119,356          53,484,959
     Machinery and equipment                                                         191,075,560         147,405,559
                                                                                    ------------        ------------
                                                                                     261,749,222         203,745,423
     Less allowances for depreciation and
         amortization                                                                101,183,831          94,302,430
                                                                                    ------------        ------------
                                                                                     160,565,391         109,442,993
                                                                                    ------------        ------------
                                                                                    $508,272,226        $306,707,788
                                                                                    ============        ============	

-2-

PART I - FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
 CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION
 AS OF MARCH 31, 1999 AND DECEMBER 31, 1998

                                                 March 31,            December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY               1999                  1998
------------------------------------           -------------         -------------
CURRENT LIABILITIES
     Accounts payable                            $33,851,723           $15,863,124

     Accrued expenses
         Employee compensation                    20,589,617            13,094,384
         Taxes, other than income taxes            2,743,384             1,316,457
          Income taxes                             6,948,119             1,357,241
          Other                                   17,055,893            13,214,158

     Current portion of long-term debt             8,545,071             6,388,146
                                                 -----------           -----------
         TOTAL CURRENT LIABILITIES                89,733,807            51,233,510

LONG-TERM DEBT, less current portion             205,797,702            48,832,240

DEFERRED INCOME TAXES                              4,208,546             3,953,185

SHAREHOLDERS' EQUITY
     Serial Preferred Shares
         (authorized 1,000,000)                            0                     0

     Common Shares, without par value
         (authorized 30,000,000 shares;
          outstanding 18,361,165 and
          18,285,126, respectively)               11,625,116            11,610,996
     Additional paid-in capital                  134,563,475           134,280,522
     Accumulated other comprehensive
          income                                  (1,703,150)              (83,002)
     Retained income                              64,046,730            56,880,337
                                                ------------          ------------
                                                 208,532,171           202,688,853
                                                ------------          ------------
                                                $508,272,226          $306,707,788
                                                ============          ============	

-3-

PART I - FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.
CONDENSED STATEMENT OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

                                        March 31,           March 31,
                                          1999                1998
                                      ------------        ------------
Net sales                             $126,746,405         $88,191,166

Costs and expenses
    Cost of sales                       79,519,275          57,575,412
    Operating expenses                  30,183,071          18,634,682
    Interest expense, net                2,449,104             132,741
                                      ------------        ------------
Total costs & expenses                 112,151,450          76,342,835

Income before income taxes              14,594,955          11,848,331

Income taxes                             6,327,000           4,858,000
                                      ------------        ------------
Net income                              $8,267,955          $6,990,331
                                      ============        ============

Net income per common share                   $.45                $.38

Dividends per common share                    $.06                $.05

Weighted average number of
     common shares outstanding          18,351,541          18,282,096	

-4-

PART I - FINANCIAL INFORMATION
MYERS INDUSTRIES, INC.

STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

                                                                 March 31,              March 31
                                                                    1999                  1998
                                                                -------------         -------------
CASH FLOWS FROM OPERATING ACTIVITIES                                     --                    --
      Net income                                                   $8,267,955            $6,990,331
      Items not affecting use of cash
         Depreciation                                               6,782,805             3,640,688
         Amortization of excess of cost over fair
              value of net assets of companies acquired             1,195,822               253,454
         Amortization of other intangible assets                      200,120               112,854
     Cash flow provided by (used for) working capital
         Accounts receivable                                         (579,608)              513,905
         Inventories                                                  645,252            (1,294,215)
         Prepaid expenses                                           1,182,872              (691,398)
         Accounts payable and accrued expenses                      5,385,386             3,408,032
                                                                -------------         -------------
     Net cash provided by operating activities                     23,080,604            12,933,651

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of business, net of cash acquired               (139,214,843)          (11,763,119)
     Additions to property, plant and
          equipment, net                                           (5,552,743)           (3,152,125)
     Other                                                         (3,106,815)              115,510
                                                                -------------         -------------
     Net cash used for investing activities                      (147,874,401)          (14,799,734)

CASH FLOWS FROM FINANCING ACTIVITIES
     Borrowings (repayments) - net                                103,908,707            (1,503,350)
     Cash dividends paid                                           (1,101,563)             (914,176)
     Proceeds from issuance of common stock                           297,073               182,181
     Repurchase of common stock                                             0               (82,687)
                                                                -------------         -------------
    Net cash provided by (used for) financing activities          103,104,217            (2,318,032)

(DECREASE) INCREASE IN CASH AND
    TEMPORARY CASH INVESTMENTS                                    (21,689,580)           (4,184,115)

CASH AND TEMPORARY CASH INVESTMENTS
     JANUARY 1                                                     34,832,151             6,297,726
                                                                -------------         -------------
CASH AND TEMPORARY CASH INVESTMENTS
     MARCH 31                                                     $13,142,571            $2,113,611
                                                                =============         =============	

-5-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

STATEMENT OF SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                                                                   Accumulative
                                                                  Additional       Other
                              Comprehensive       Common          Paid-In          Comprehensive  Retained
                                 Income           Stock           Capital          Income
------------------------------------------------------------------------------------------------------------
Income

December 31, 1998                               $11,610,996    $134,280,522        ($83,002)      $56,880,337

Net Income                      $8,267,955                                                          8,267,955
Foreign Currency
    Translation
       Adjustment               (1,620,148)                                      (1,620,148)
                              ------------
Comprehensive
     Income                     $6,647,807
                              ============
Common Stock
     Issued                                          14,120         282,953

Purchases for
     Treasury                                             0               0

Dividends                                                                                          (1,101,562)

                                                -------------------------------------------------------------
March 31, 1999                                  $11,625,116    $134,563,475     ($1,703,150)      $64,046,730
                                                =============================================================	

-6-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS
(1) STATEMENT OF ACCOUNTING POLICY
The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 1999, and the results of operations and cash flows for the three months ended March 31, 1999 and 1998.
(2) ACQUISITIONS
On February 4, 1999, the Company acquired all of the shares of the entities comprising Allibert Equipement, the material handling division of Sommer Allibert S.A. This transaction also completed the acquisition of Allibert-Contico, LLC, a joint venture between Sommer Allibert and Contico International, Inc. The acquired businesses have five manufacturing facilities in Europe and one in North America and had 1998 annual sales of approximately $145 million. The acquisitions will be accounted for under the purchase method of accounting and, accordingly, the total purchase price of approximately $150 million will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values. At March 31, 1999, the purchase price allocations have been based on estimates with the excess of purchase price over fair value of net assets acquired of approximately $110 million being amortized over lives of 16 and 40 years.
The following unaudited proforma information presents a summary of consolidated results of operations of the Company and the acquired businesses as if the acquisitions had occurred January 1, 1998.

-7-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS
(2) ACQUISITIONS (Con't)

                                       Three Months Ended              Three Months Ended
                                         March 31, 1999                   March 31, 1998
                                     ---------------------             --------------------
Sales                                       $135,255                         $121,242
Net  Income                                    7,763                            4,917
Net  Income Per Share                            .42                              .27	

These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have resulted had the combination been in effect on January 1, 1998, or of future results.
(3) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The Company made cash payments for interest expense of $1,791,470 and $440,270 for the three months ended March 31, 1999 and 1998, respectively. Cash payments for income taxes were $568,598 and $1,021,198 for the three months ended March 31, 1999 and 1998, respectively.
(4) SEGMENT INFORMATION
The Company's business units have separate management teams and offer different products and services. Using the criteria of FASB No. 131, these business units have been aggregated into two reportable segments; Distribution of after-market repair products and services and Manufacturing of polymer and metal products. The aggregation of business units is based on management by the chief operating decision maker for the segment as well as similarities of production processes, distribution methods and economic characteristics (e.g. average gross margin and the impact of economic conditions on long-term financial performance).
The Company's distribution segment is engaged in the distribution of equipment, tools and supplies used for tire servicing and automotive underbody repair. The distribution segment operates domestically through 42 branches located in major cities throughout the United States and in foreign countries through export and businesses in which the Company holds an equity interest.
The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.

-8-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS
(4) SEGMENT INFORMATION (CON'T)
The Company's manufacturing segment designs, manufactures and markets a variety of polymer based plastic and rubber products. These products are manufactured primarily through the molding process in facilities throughout the United States and Europe.
Operating income for each segment is based on net sales less cost of products sold, and the related selling, administrative and general expenses. In computing segment operating income general corporate overhead expenses and interest expenses are not included.

                                               Three Months Ended
(In Thousands)                                      March 31,
                                          ---------------------------
Net Sales                                    1999              1998
                                          ---------         ---------
Distribution of aftermarket repair
    products and services                   $34,941           $32,468
Manufacturing of polymer and
    metal products                           94,876            58,776
 Intra-segment elimination                   (3,071)           (3,053)
                                           --------           -------
                                           $126,746           $88,191
                                           ========           =======
Income Before Income Taxes
Distribution of aftermarket repair
    products and services                    $3,148            $2,577
Manufacturing of polymer and
    metal products                           16,063            11,146
Corporate                                    (2,167)           (1,742)
Interest expense - net                       (2,449)             (133)
                                            -------           -------
                                            $14,595           $11,848
                                            =======           =======	

-9-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the three months ended March 31, 1999 increased $38.6 million or 44 percent as the Company experienced significant improvements in both of its business segments. Sales in the Distribution segment increased $2.5 million or 8 percent primarily as a result of higher unit volumes. Sales in the Manufacturing segment increased $36.1 million or 61 percent with approximately 87 percent of the increase due to acquired companies not included in the prior year period. Without the acquisitions there was an 8 percent increase in sales for the Manufacturing segment which was primarily the result of higher unit volumes.
Cost of sales increased $21.9 million or 38 percent reflecting the higher sales levels; however, gross profit as a percentage of sales improved from 34.7 percent to 37.3 percent. The gross margin improvement was primarily achieved in the Manufacturing segment reflecting lower raw material costs and greater utilization of plant capacity.
Operating expenses for the quarter increased $11.5 million or 62 percent reflecting the additional operating costs of acquired companies as well as costs associated with the increase in sales. Expressed as a percentage of sales, operating expenses were 23.8 percent for the quarter ended March 31, 1999 compared with 21.1 percent in the prior year.
Net interest expense increased to $2.4 million for the quarter ended March 31, 1999 from $132,741 in the prior year. This increase reflects the significantly higher borrowing levels resulting from business acquisitions.
Income taxes as a percent of income before taxes was 43.3 percent for the three months ended March 31, 1999 compared with 41.0 percent in the prior year. The higher tax rate in 1999 is attributable to an increase in non-deductible amortization expense combined with foreign tax rate differences.

-10-

PART I - FINANCIAL INFORMATION

MYERS INDUSTRIES, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $23.1 million for the three months ended March 31, 1999 compared with $12.9 million for same period in the prior year. Long-term debt increased by $157 million from December 31, 1998 as a result of the Allibert Equipement acquisition and debt of percentage of total capitalization increased to 50 percent. Working capital decreased slightly to $100.6 million at March 31, 1999 and the Company's current ratio was 2.1 to 1.
Capital expenditures for the three months ended March 31, 1999 were $5.6 million and the Company anticipates total capital expenditures in the range of $25.0 to $30.0 million for the full year. Management believes that anticipated cash flows from operations and available credit facilities will be sufficient to fund capital expenditures and meet its short-term and long-term needs.
Year 2000
The Company has conducted a review to identify potential Year 2000 issues related to both information technology (IT) and non-information technology (non-IT) matters. The Company has developed plans for each of its business units to correct or replace existing IT systems where significant potential year 2000 failures could occur. The majority of core business software utilized by the Company was acquired from third parties. As of March 31, 1999, core Corporate financial software is Year 2000 compliant, and core business software for the business units is either Year 2000 compliant or has been upgraded, tested and is ready for implementation. Full implementation of Year 2000 compliant software for all business units is expected to be completed during the third quarter of 1999. The Company is also in the process of verifying Year 2000 readiness of non-IT systems, including production equipment as well as evaluating the status of key vendors and service providers to determine Year 2000 readiness and determine alternatives and contingency plan requirements. To date, no material problems have been identified, and the Company is confident that the Year 2000 issue will not create significant operational problems. To date, the funds which have been spent on year 2000 issues have not been material and based on current assessments remaining expenses are not expected to be material.

-11-

PART II - OTHER INFORMATION

MYERS INDUSTRIES, INC.
Item 4. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(a) MYERS INDUSTRIES, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION.
(b) MYERS INDUSTRIES, INC. AMENDED AND RESTATED CODE OF

          REGULATIONS. Reference is made to Exhibit (3)(ii) to
          Form 10-Q filed with the Commission on May 14, 1994.

21        Subsidiaries of the Registrant

27        Financial Data Schedule

 (b) Form 8-K

          Form 8-K filed on February 19, 1999 regarding the completion
          of (a) the acquisition of the material handling division of
          Sommer Allibert S.A., and (b) a new $250.0 million
          multicurrency credit facility with NBD Bank, N.A.	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MYERS INDUSTRIES, INC.

5/17/99                                   By: \s\ Gregory J. Stodnick
--------------------                         -------------------------
Date                                         Gregory J. Stodnick
                                             Vice President-Finance
                                             Financial Officer (Duly
                                             Authorized Officer and
                                             Principal Financial and
                                             Accounting Officer)	

EXHIBIT 3(A)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MYERS INDUSTRIES, INC.
Effective April 29, 1999
ARTICLE I
 NAME
The name of the corporation shall be "Myers Industries, Inc."
ARTICLE II
 PRINCIPAL OFFICE
The place in the State of Ohio where the principal office of the corporation is to be located is the City of Akron, Summit County, Ohio.
ARTICLE III
 PURPOSE
The purpose or purposes for which the corporation is formed are:
To engage in the business of manufacturing, developing, supplying, promoting, distributing, leasing and selling at wholesale and retail the following:
(1) Materials, tools, supplies, machinery and equipment for the servicing, repairing, recapping, vulcanizing and maintaining of tires;
(2) Equipment and supplies as an aid to the selling of tires and tubes;
(3) Automotive parts, supplies and accessories;
(4) Cements and adhesives;

(5) Chemicals for vulcanizing and other purposes;
(6) Rubber, plastic and metal parts and products;
(7) Other products and merchandise of every kind and description.
To carry on any activity for the purposes above stated, either directly or indirectly, and to do such further acts and things which the Board of Directors of the corporation may deem necessary or incidental to the foregoing purposes, and, in general, to carry on any other lawful business whatsoever in connection with the foregoing which the Board of Directors deems to be in furtherance of the foregoing purposes.
The corporation reserves the right at any time and from time to time to change its purposes in any manner now or hereafter permitted by statue. Any change of the purposes of the corporation, whether substantial or not, authorized or approved by the holders of shares entitled to exercise that proportion of the voting power of the corporation now or hereafter required for such authorization or approval, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefor; and no shareholder, notwithstanding that he may have voted against such change of purposes or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares.
In furtherance of and not in limitation of the general powers conferred by the laws of the State of Ohio and the objects and purposes herein set forth, this corporation shall also have the following powers, to-wit:
To purchase, acquire, hold, convey, lease, manage, improve, use, exchange, encumber, mortgage, dispose of or deal in property, real or personal, tangible or intangible; to purchase, acquire, guarantee, hold, dispose of or deal in shares, bonds, or any other evidence of ownership or indebtedness or contracts of any other person, firm or corporation; to acquire the good will, rights and property and to undertake to hold all or any part of the assets or to assume the liabilities of any person, firm or corporation; to do any or all of the things herein set forth to the same extent as natural persons might or could do as principals, agents, trustees or otherwise, directly or indirectly, alone or with others insofar as such acts are permitted to be done by a corporation authorized under and by virtue of the General Corporation Laws of the State of Ohio.
To do any and all other acts to the extent permitted by the General Corporation Law of the State of Ohio and which are not in violation of the laws of the State of Ohio.
2

ARTICLE IV
 AUTHORIZED STOCK
The maximum number of shares which the Company is authorized to issue and to have outstanding at any time shall be Sixty-One Million (61,000,000) which shall be classified as follows:
A. Sixty Million (60,000,000) of said shares shall be Common Stock, without par value; and
B. One Million (1,000,000) of said shares shall be Serial Preferred Stock, without par value, the express terms of which are set forth herein.
1. ISSUANCE. The shares of Serial Preferred Stock (herein called "Serial Preferred Stock") may be issued in series. The Board of Directors is hereby empowered to cause the entire unissued One Million (1,000,000) shares of Serial Preferred Stock to be issued in one or more series, from time to time, with such of the variations permitted by clauses (a) to (i), both inclusive, of section 2, as shall have been determined by the Board of Directors with respect to any shares prior to the issuance of such series; subject, however, to the provisions of sections 3 to 5, both inclusive, which provisions shall apply to all shares of Serial Preferred Stock.
2. SERIES. Serial Preferred Stock of different series may vary as to:
(a) The designation of the series, which may be by distinguishing number, letter or title.
(b) The number of shares of the series.
(c) The dividend rates of the series.
(d) The dates at which dividends, if declared, shall be payable.
(e) The redemption terms, rights and price or prices per share of the series.
(f) The terms and amount of any sinking fund provided for the purchase or redemption of shares of any series.
(g) Whether the shares of the series shall be convertible into Common Shares and, if so, the conversion price or prices and the adjustments thereof, if any, and all other terms and conditions upon which such conversion may be made.
3

(h) The liquidation price of the series.
(i) Restrictions on issuance of shares of the same series or of any other class or series.
The Board of Directors is expressly authorized to adopt from time to time amendments to the Articles of Incorporation of the corporation fixing, with respect to said unissued shares of Serial Preferred Stock, or any series thereof, the items specified in clauses (a) to (i), both inclusive.
3. DIVIDEND RIGHTS. The holders of the Serial Preferred Stock of each series shall be entitled to receive if, as and when declared by the Board of Directors of the corporation out of any funds legally available therefor, dividends at the rate (and no more) and payable on the dates fixed for such series. Such dividends shall accrue and be cumulative from the first day of the dividend period in which each such share of Serial Preferred Stock is issued. A "dividend period" in respect of any share is the period between any two consecutive dividend payment dates, including the first of such dates as fixed for the series to which such share shall belong. Dividends in full shall not be declared and set apart for payment or paid on Serial Preferred Stock of any series for any dividend period unless dividends in full have been or are contemporaneously declared and set apart for payment or paid on Serial Preferred Stock of all series for the dividend periods terminating on the same or an earlier date. Dividends shall not be paid exclusively upon any one or more series of Serial Preferred Stock, but dividends shall be paid ratably upon all outstanding Serial Preferred Stock in the proportion to any one series that the annual dividend requirements of such series bear to the total annual dividend requirements of all outstanding Serial Preferred Stock. Accumulations of dividends shall not bear interest.
As long as any Serial Preferred Stock is outstanding, the corporation shall not declare or pay dividends (other than dividends payable in shares of the corporation ranking junior to the Serial Preferred Stock) on Common Shares or on any shares ranking junior to the Serial Preferred Stock, or purchase, redeem or retire any Common Shares or any such junior shares, or distribute any of its assets to the holders thereof at any time, (1) when the corporation is in default in the payment of any dividend on any Serial Preferred Stock, or
(2) when the corporation is in default in any way with respect to any retirement or sinking fund provided with respect to any series of Serial Preferred Stock.
4. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the corporation, the holders of Serial Preferred Stock of each series shall be entitled, before any distribution is made to the Common Shares or any shares ranking junior to the Serial Preferred Stock, to be paid out of funds available for distribution to shareholders such liquidation price as may be fixed in the amendments to the Articles of Incorporation adopted by the Board of Directors with respect to each such series,
4

plus, in each case, an amount equivalent to dividends accrued or in arrears thereon to the date full payment of such specified preferential amount is made to the holders thereof, and the Serial Preferred Stock shall not be entitled to any further payment. Neither the consolidation nor merger of the corporation with or into any other corporation or corporations, nor the sale of all or substantially all of its assets, shall be deemed to be a liquidation, dissolution or winding up of the corporation within the meaning of this section.
5. VOTING RIGHTS. The holders of Serial Preferred Stock shall be entitled to one vote for each share; and except as otherwise provided herein or required by law, the holders of Serial Preferred Stock and the holders of Common Shares shall vote together as one class on all matters. No adjustment of the voting rights of holders of Serial Preferred Shares shall be made for an increase or decrease in the number of Common Shares authorized or issued or for share splits or combinations of the Common Shares or for share dividends on any class of shares payable solely in Common Shares.
If, and so often as, the corporation shall be in default in dividends in an amount equivalent to six full quarterly dividends on any series of Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Serial Preferred Stock of all series, voting separately as a class and in addition to all other rights to vote for Directors, shall be entitled to elect, as herein provided, two members of the Board of Directors of the corporation; provided, however, that the holders of Serial Preferred Stock shall not have or exercise such special class voting rights except at meetings of the shareholders for the election of Directors at which the holders of not less than 50 percent of the outstanding Serial Preferred Shares of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for herein when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Serial Preferred Stock of all series then outstanding shall have been paid, whereupon the holders of Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.
In the event of default entitling the holders of Serial Preferred Stock to elect two Directors as above specified, a special meeting of the shareholders for the purpose of electing such Directors shall be called by the Secretary of the corporation upon written request of, or may be called by, the holders of record of at least 15 percent of the Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt of the foregoing written request from the holders of Serial Preferred Stock. At any meeting at which the holders of Serial Preferred Stock shall be entitled to elect Directors, the holders of 50 percent of the then outstanding
5

Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for the purpose of such election, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which the holders of Serial Preferred Stock are entitled to elect as hereinabove provided.
The two Directors who may be elected by the holders of Serial Preferred Stock pursuant to the foregoing provision shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.
ARTICLE V
 PREEMPTIVE RIGHTS
The shareholders of the corporation shall have no preemptive rights to purchase, subscribe for or otherwise acquire any securities of the corporation which are now or may be authorized and issued from time to time and the authorized but unissued Common Shares and Serial Preferred Stock may be issued from time to time by the Board of Directors of the corporation, at such prices and upon such terms as said Board of Directors may determine.
ARTICLE VI
 PURCHASE OF SHARES
The corporation may purchase or otherwise acquire, hold, redeem, cancel, retire, reissue and in any other manner deal in and with, and dispose of, from time to time and to the extent permitted by the laws of the State of Ohio, shares of any class issued by it. Such purchases may be made either in the open market or at private or public sale, and in such manner and amounts from such holder or holders of outstanding shares of the corporation and at such prices as the Board of Directors of the corporation shall from time to time determine, and the Board of Directors is hereby empowered to authorize such purchases from time to time without any vote or other action of the holders of any class of shares now or hereafter authorized and outstanding at the time of any such purchase.
ARTICLE VII
 VOTING POWER
Notwithstanding any provisions of the laws of the State of Ohio now or hereafter in force requiring the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation or of any class or classes of shares thereof on any proposal to effect a merger, consolidation, combination or majority share acquisition as such terms are defined in the laws of the State of Ohio, any such proposal may be approved by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes.
6

ARTICLE VIII
 DEALING WITH OFFICERS AND DIRECTORS
A Director or Officer of the corporation shall not be disqualified by his office from dealing or contracting with the corporation as a lessor, vendor, purchaser, employee, agent or otherwise.
No transaction, contract or other act of the corporation shall be void or voidable or in any way affected or invalidated by reason of the fact that any Director or Officer, or any firm, partnership or other corporation in which such Director or Officer is a member or is a partner, shareholder, director or officer, is in any way interested in such transaction, contract or other act, provided that the interest of such Director, Officer, firm, partnership, or other corporation is disclosed or known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such transaction, contract or other act shall be taken; nor shall any such Director or Officer be accountable or responsible to the corporation for or in respect of any such transaction, contract or other act of the corporation or for any gains or profits, realized by him by reason of the fact that he or any firm or partnership of which he is a member of partner, or any other corporation of which he is a shareholder, Director or Officer, is interested in such transaction, contract or other act; and any such Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect of any such transaction, contract or other act, and may vote thereat to authorize, ratify or approve any such transaction, contract or other act with like force and effect as if he or any firm or partnership of which he is a member or partner or any other corporation of which he is a shareholder, Director or Officer, were not interested in such transaction, contract or other act.
ARTICLE IX
 CUMULATIVE VOTING
No shareholder shall have the right to vote cumulatively in the election of Directors.
7

EXHIBIT 21
US DOMESTIC OPERATIONS

Ameri-Kart Corp.                                         Kansas
Buckhorn Inc.                                            Ohio
     - Buckhorn Ltd.                                     UK
     - Buckhorn Canada, Inc.                             Ontario, Canada
     - Buckhorn of California, Inc.                      Ohio
     - Buckhorn Rubber Products Inc.                     Missouri
Eastern Tire Equipment & Supplies, Limited               Quebec, Canada
Elrick Industries, Inc.                                  California
The James C. Heintz Company                              Ohio
MICO, Inc.                                               U.S. Virgin Islands
Midland Tire Supply, Inc.                                Indiana
MYEcap Financial Corp.                                   Ohio
Myers International, Inc.                                Ohio
Myers Missouri, Inc.                                     Missouri
     - Allibert-Contico LLC (50%)                        Missouri
             - Allibert Industries Limitee               Quebec, Canada
Myers Systems, Inc.                                      Ohio
Myers Tire Supply (Canada) Limited                       Ontario, Canada
Myers Tire Supply (Chicago), Inc.                        Illinois
Myers Tire Supply (Nevada), Inc.                         Nevada
Myers Tire Supply (New York), Inc.                       New York
Myers Tire Supply (Va.), Inc.                            Virginia
Patch Rubber Company                                     North Carolina
Plastic Parts, Inc.                                      Kentucky

OPERATING DIVISIONS

Akro-Mils (of Myers Industries, Inc.)                    Akron, Ohio
Molded Solutions (of Buckhorn Rubber Products Inc.)      Mebane, NC
Myers Tire Supply (of Myers Industries, Inc.)            Akron, Ohio

EUROPEAN AND FOREIGN OPERATIONS

MYElin International Finance, SA                         France
Myers A.E., SA                                           France
     - ATMP                                              France
     - SCI de la Plaine                                  France
     - Holdiplast                                        France
      - Allibert Equipement, SA                          France
           - Allibert Equipement US Inc.                 Delaware
                  - Allibert-Contico LLC (50%)           Missouri
                      - Allibert Industries Limitee      Quebec, Canada
           - Allibert Contenitori SpA                    Italy
           - Allibert Contentores                        Portugal
           - Sommer Allibert (UK) Ltd.                   UK
                  - Allibert Manutencion S.A.            Spain
           - Allibert Equipement Sprl                    Belgium
           - Allibert Transport und Lagertechnik
                  Verwaltungsgesellschaft mbH            Germany	

     - Allibert Transport und Lagertechnik
                  GmbH & Co Kg                           Germany
     - Allibert Transport und Lagertechnik GmbH          Austria
     - Allibert Anshan Cuves SARL (50.1%)                China

Myers de ElSalvador S.A. De C.V.                         El Salvador
     -  Orientadores Comerciales S.A.                    Guatemala
     -  Myers de Panama S.A.                             Panama

raaco International A/S                                  Denmark
     - raaco Denmark A/S                                 Denmark
     - Moderne Dansk Lagerindretning                     Denmark
     - raaco Germany                                     Germany
     - raaco Austria                                     Austria
     - raaco France                                      France
     - raaco Suisse                                      Switzerland
     - raaco Great Britain                               UK
     - raaco Sweden                                      Sweden
     - raaco Benelux B.V.                                Netherlands	

ARTICLE 5	

		
PERIOD TYPE	YEAR	
FISCAL YEAR END	DEC 31 1999	
PERIOD START	JAN 01 1999	
PERIOD END	MAR 31 1999	
CASH	13,142,571	
SECURITIES	0	
RECEIVABLES	105,261,828	
ALLOWANCES	3,646,000	
INVENTORY	70,633,142	
CURRENT ASSETS	190,382,508	
PP&E	261,749,222	
DEPRECIATION	101,183,831	
TOTAL ASSETS	508,272,226	
CURRENT LIABILITIES	89,733,807	
BONDS	0	
PREFERRED MANDATORY	0	
PREFERRED	0	
COMMON	11,625,116	
OTHER SE	196,907,055	
TOTAL LIABILITY AND EQUITY	508,272,226	
SALES	126,746,405	
TOTAL REVENUES	126,746,405	
CGS	79,519,275	
TOTAL COSTS	96,564,797	
OTHER EXPENSES	13,137,549	
LOSS PROVISION	3,646,000	
INTEREST EXPENSE	2,449,104	
INCOME PRETAX	14,594,955	
INCOME TAX	6,327,000	
INCOME CONTINUING	8,267,955	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	8,267,955	
EPS PRIMARY	0.45	
EPS DILUTED	0.45