10-Q

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 March 31, 2003
	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)

    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      .

    As of March 31, 2003, the number of shares outstanding of the issuer's Common Stock was 30,109,041

Table of Contents
Part I -- Financial Information
	Condensed Statement of Consolidated Financial Position
	Condensed Statement of Consolidated Income
	Statement of Consolidated Cash Flows
	Statement of Shareholders' Equity
	Notes to Financial Statements
	Management's Discussion and Analysis of Financial Condition and Results of Operations
Part II -- Other Information
	Item 1 Legal Proceedings
	Item 6 Exhibits and Reports of Form 8-K
Signature
Certification per Section 302
Exhibit Index

-1-

Part I - Financial Information

   Item 1.  Financial Statements

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2003 and December 31, 2002

	March 31,	December 31,
Assets	2003	2002
Current Assets
Cash	$6,409,998	$1,702,334
Accounts receivable-less allowances          of $4,655,000 and $4,507,000,          respectively	124,554,178	111,207,172
Inventories
Finished and in-process products	65,202,956	66,819,085
Raw materials and supplies	16,845,537	16,280,910
	82,048,494	83,099,995
Prepaid expenses	3,798,671	5,130,856
Total Current Assets	216,811,341	201,140,357
Other Assets
Goodwill	207,910,593	204,465,504
Patents and other intangible assets	2,525,878	2,422,772
Other	3,498,324	3,658,670
	213,934,795	210,546,946
Property, Plant and Equipment, at Cost
Land	8,020,004	7,878,664
Buildings and leasehold improvements	77,781,100	77,061,850
Machinery and equipment	327,004,944	318,617,656
	412,806,048	403,558,170
Less allowances for depreciation and          amortization	223,509,437	212,763,143
	189,296,611	190,795,027
	$620,042,747	$602,482,330

-2-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2003 and December 31, 2002

	March 31,		December 31,
Liabilities and Shareholders' Equity	2003		2002
Current Liabilities
Accounts payable	$46,343,762		$49,970,910
Accrued expenses
Employee compensation	28,115,185		29,843,708
Taxes, other than income taxes	3,417,291		3,260,304
Accrued interest	637,314		754,668
Other	14,222,290		12,849,101
Current portion of long-term debt	27,731,488		20,690,265
Total Current Liabilities	120,467,330		117,368,956
Long-term Debt, less current portion	214,911,977		212,222,615
Deferred Income Taxes	18,276,966		17,201,131
Shareholders' Equity
Serial Preferred Shares         (authorized 1,000,000)	0		0
Common Shares, without par value         (authorized 60,000,000 shares;         outstanding 30,087,949 and         30,071,736 shares, respectively)	18,311,102		18,301,212
Additional paid-in capital	216,229,980		216,077,838
Accumulated other comprehensive         income	(11,743,360	)	(16,590,693	)
Retained income	43,588,752		37,901,271
	266,386,474		255,689,628
	$620,042,747		$602,482,330

-3-

Part I - Financial Information

Myers Industries, Inc.
Condensed Statement of Consolidated Income
For the Three Months Ended March 31, 2003 and 2002

	March 31,	March 31,
	2003	2002
Net sales	$163,220,254	$148,938,637
Costs and expenses
Cost of sales	109,376,984	94,440,273
Operating expenses	39,937,720	34,588,345
Interest expense, net	2,502,713	3,042,696
Total costs & expenses	151,817,417	132,071,314
Income before income taxes	11,402,837	16,867,323
Income taxes	4,211,000	6,821,000
Net income	$7,191,837	$10,046,323
Net income per Common Share	$0.24	$0.34
Dividends per Common Share	$0.05	$0.05
Weighted average number of
Common Shares outstanding	30,083,688	29,827,489

-4-

Part I - Financial Information

Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Three Months Ended March 31, 2003 and 2002

	March 31,		March 31,
	2003		2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$7,191,837		$10,046,323
Items not affecting use of cash
Depreciation	8,931,239		8,438,648
Amortization of other intangible assets	280,543		267,076
Deferred taxes	985,017		31,566
Cash flow provided by (used for) working capital
Accounts receivable	(11,223,716	)	(14,800,995	)
Inventories	2,001,623		3,434,512
Prepaid expenses	1,369,067		2,525,455
Accounts payable and accrued expenses	(5,799,104	)	(2,308,628	)
Net cash provided by operating activities	3,736,506		7,633,957
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and         equipment, net	(5,728,439	)	(5,366,434	)
Other	(158,196	)	374,506
Net cash used for investing activities	(5,886,635	)	(4,991,928	)
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term debt repayment	(4,000,000	)	(3,000,000	)
Net borrowing (repayment) of credit facility	12,200,117		1,564,495
Cash dividends paid	(1,504,356	)	(1,431,633	)
Proceeds from issuance of common stock	162,032		361,282
Net cash provided by (used for) financing activities	6,857,793		(2,505,856	)
INCREASE IN CASH	4,707,664		136,173
CASH AT JANUARY 1	1,702,334		7,074,964
CASH AT MARCH 31	$6,409,998		$7,211,137

-5-

Part I - Financial Information

Myers Industries, Inc.
Statement of Shareholders' Equity
For the Three Months Ended March 31, 2003

	Comprehensive Income	Common Stock	Additional Paid-In Capital	Accumulative Other Comprehensive Income		Retained Income
December 31, 2002		$18,301,212	$216,077,838	($16,590,693	)	$37,901,271
Net income	$7,191,837					7,191,837
Foreign currency    translation       adjustment	4,847,333			4,847,333
Comprehensive     income	$12,039,170
Common Stock     issued		9,890	152,142
Dividends						(1,504,356	)
		$18,311,102	$216,229,980	($11,743,360)		$43,588,752
March 31, 2003

-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, 2003, and the results of operations and cash flows for the three months ended March 31, 2003 and 2002.

(2)     Subsequent Event

         On May 5, 2003, the Company entered into an amendment of its Multi-Currency Loan Agreement with a group of banks. The amendment revises the covenants related to limitations as to payments for cash dividends and capital expenditures and the maintenance of maximum leverage ratios, defined as total debt to earnings before interest, taxes, depreciation and amortization. The Company is in compliance with all of the covenants of the Loan Agreement as amended.

(3)     Net Income Per Share

        Net income per share, as shown on the Condensed Statement of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the period, and for all periods shown basic and diluted earnings per share are identical. In August 2002, the Company declared a five-for-four stock split and all per share data for the quarter ended March 31, 2002, has been adjusted to reflect the stock split.

(4)     Supplemental Disclosure of Cash Flow Information

        The Company made cash payments for interest expense of $2,559,000 and $2,725,000 for the three months ended March 31, 2003 and 2002, respectively. Cash payments for income taxes totaled $1,030,000 and $1,053,000 for the three months ended March 31, 2003 and 2002.

(5)     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 market value of the shares at the date of the grant.

-7-

Part I -- Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(5)     Stock Compensation (Con't)

         The alternative policy in SFAS No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model. If the Company had recognized compensation expense using the fair value method under SFAS No. 123 rather than the APB 25, net income would not have been materially different than reported amounts and earnings per share would be identical for the quarter ended March 31, 2003. In calculating the compensation expense under SFAS No. 123, the Company assumes that all options will vest and be exercised at the expiration date of the grant. Other assumptions used in calculating the compensation expense for options granted in the quarter ended March 31, 2003 include a dividend yield of 2.3 percent, a risk-free interest rate of 3.875 percent and a volatility measure based on the Company's stock beta of .85.

(6)     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 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 of 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.

         Sales to external customers for manufactured plastic products were $119.5 million for the three months ended March 31, 2003, while sales to external customers of rubber products were $11.8 million. In the prior year, sales of plastic products to external customers were $106.9 million for the three months ended
March 31, 2002 while sales to external customers of rubber products were $10.3 million for the quarter.

         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.

-8-

Part I -- Financial Information

Myers Industries, Inc.
Notes to Financial Statements

(6) Segment Information (Con't)

	Three Months Ended
	March 31,
(In thousands)	2003		2002
Net Sales
Distribution of aftermarket        repair products and services	$31,951		$31,812
Manufacturing of polymer products	134,309		120,367
Intra-segment elimination	(3,040	)	(3,240	)
	$163,220		$148,939
Income Before Income Taxes
Distribution of aftermarket repair        products and services	$2,335		$2,878
Manufacturing of polymer products	15,090		19,594
Corporate	(3,519	)	(2,562	)
Interest expense -- net	(2,503	)	(3,043	)
	$11,403		$16,867

-9-

Part I - Financial Information

Item 2.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Results of Operations

        Net sales for the quarter ended March 31, 2003 were $163.3 million, an increase of 10 percent from the $148.9 million reported in 2002 as the Company experienced stronger demand in the manufacturing segment. Sales in the manufacturing segment increased $13.9 million or 12 percent, however, a favorable translation effect from the stronger euro accounted for $7.2 million of the increase. Without the favorable translation effect, manufacturing segment sales would have increased 6 percent in the quarter reflecting higher unit volume. Sales in the distribution segment were virtually flat with the prior year quarter.

        Cost of sales increased $14.3 million or 16 percent reflecting the higher sales volume as well as increased costs of raw materials in the quarter ended March 31, 2003 compared with the prior year. Gross profit, expressed as a percent of sales decreased to 33.0 percent from 36.6 percent in the prior year. The decline in gross profit percentage was primarily the result of significantly higher raw material costs as plastic resins were generally 35 to 40 percent higher than the prior year.

        Total operating expenses increased $5.3 million or 15 percent for the quarter ended March 31, 2003 compared with the prior year period. Approximately half of this increase was due to the impact of foreign currency translation with other increases for freight and selling expenses related to the higher sales volume. In addition, the Company continues to experience significant increases for medical, property, casualty and other insurance costs. Expressed as a percentage of sales, operating expenses increased to 24.5 percent for the quarter ended March 31, 2003, compared with 23.2 percent in the prior year period.

        Net interest expense decreased $.5 million or 18 percent compared with the prior quarter. This decrease reflects the effect of both lower interest rates and lower average borrowing levels in the current year.

        Income taxes as a percent of income before taxes was reduced to 36.9 percent for the quarter ended March 31, 2003 compared to 40.4 percent in the prior year. This decrease is primarily related to the impact of foreign tax rate differences.

Liquidity and Capital Resources

        Cash provided by operating activities was $3.7 million for the quarter ended March 31, 2003 compared with $7.6 million for the same period in the prior year. During the quarter, debt increased $9.7 million, however, debt as a percentage of total capitalization was unchanged at 48 percent. At March 31, 2002, the Company had working capital of $96.3 million and a current ratio of 1.8.

        Capital expenditures for the quarter were $5.7 million and are anticipated to be in the range of $25 to $30 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.

-10-

Part I -- Financial Information
Myers Industries, Inc.

Liquidity and Capital Resources (Con't)

        On May 5, 2003, the Company entered into an amendment of its Multi-Currency Loan Agreement, primarily for the purpose of revising the covenants related to limitations as to payments for cash dividends and capital expenditures and the maintenance of maximum leverage ratios, defined as total debt to earnings before interest, taxes, depreciation and amortization. Essentially all other terms of the Loan Agreement, which expires in February 2005, were not affected by the amendment.

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

        Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2003. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to March 31, 2003.

-11-
Part II - Other Information
Myers Industries Inc.

Item 1	Legal Proceedings
	Reference is made to Item 3 of the Form 10-K for the period ended December 31, 2002
Item 6	Exhibits and Reports on Form 8-K
	(a)  Exhibits

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.
May 6, 2003	By:	/s/ Gregory J. Stodnick
Date		Gregory J. Stodnick Vice President-Finance Financial Officer (Duly Authorized Officer and Principal Financial And Accounting Officer)

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

       I, Stephen E. Myers, 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 quarterly 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 quarterly report;

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

          4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

          5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

              a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

              b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

          6. The registrants' other certifying officers and I have indicated in this quarterly report whether or not there were significant changes internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significantly deficiencies and material weaknesses.

Date: May 6, 2003	/s/ Stephen E. Myers
	Stephen E. Myers, Chief Executive Officer

Certification Per Section 302 of the Sarbanes-Oxley Act of 2002

       I, Gregory J. Stodnick, 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 quarterly 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 quarterly report;

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

          4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

              a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

              b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

              c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

          5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

              a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

              b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

          6. The registrants' other certifying officers and I have indicated in this quarterly report whether or not there were significant changes internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significantly deficiencies and material weaknesses.

Date: May 6, 2003	/s/ Gregory J Stodnick
	Gregory J Stodnick, Chief Financial Officer

Table_of_ContentsExhibits

3(a)    Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to         Exhibit (3)(a) to Form 10-Q filed with the Commission on May 17, 1999.

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 30, 2001.

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.*

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 Letter between Myers Industries, Inc. and John C. Orr dated February 14, 2003.*

10(i)   Change of Control Agreement between Myers Industries, Inc. and John C. Orr dated February 14, 2003.*

10(j)   Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000.*

10(k)   Supplemental Compensation Agreement for Milton I. Wiskind dated April 25, 1996. Reference is made to Exhibit (10)(h) to Form 10-K filed with the Commission on March 26, 2003.*

10(l)   Employment Contract between Myers Europe, SA (fka Myers AE, SA) and Jean-Paul Lesage dated February 1, 1999. Reference is made to Exhibit (10)(i) to Form 10-K filed with the Commission on March 26, 2003.*

10(m)   Description of the terms of employment between Myers Industries, Inc. and Kevin C. O'Neil dated June 10, 2003. Reference is made to Exhibit (10)(j) to Form 10-K filed with the Commission on March 26, 2003.*

10(n)   Loan Agreement between Myers Industries, Inc. and Banc One, Michigan, Agent (f/k/a NBD Bank) dated as of February 3, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on February 19,1999.

10(o)   First Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 1999. Reference is made to Exhibit 10(b) to Form 8-K filed with the Commission on August 13,1999.

10(p)   Annex 1 to First Amendment Loan Agreement, Being the Loan Agreement, as Amended, among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 1999. Reference is made to Exhibit 10(c) to Form 8-K filed with the Commission on August 13,1999.

10(q)   Second Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 2, 2000. Reference is made to Exhibit 10(l) to Form 10-K filed with the Commission on March 30, 2001.

10(r)   Third Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of October 6, 2000. Reference is made to Exhibit 10(m) to Form 10-K filed with the Commission on March 30, 2001.

10(s)   Fourth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of December 31, 2000. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 30, 2001.

10(t)   Fifth Amendment to Loan Agreement among Myers Industries, Inc., the Foreign Subsidiary Borrowers and Bank One, Michigan, as Agent for the Lenders, dated as of August 7, 2001. Reference is made to Exhibit 10(n) to Form 10-Q filed with the Commission on November 13, 2001.

99     Certifications of Stephen E. Myers, 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.

EX-10

EXHIBIT 10(f)

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED

1999 INCENTIVE STOCK PLAN
Amended and Restated April 23, 2003

       Myers Industries, Inc., (the "Company") adopted the1999 Incentive Stock Plan ("Plan"), effective as of January 1, 1999, which Plan was approved by the shareholders the 1999 Annual Shareholders Meeting. The shareholders approved certain amendments to the Plan related to the grant of stock options to the non-employee directors of the Company and certain non-material administrative changes, in April 2002. The shareholders approved certain amendments to the Plan regarding the grant of options to the non-employee directors in April 2003.

        The number of shares of Common Stock originally approved and reserved under the Plan was 1,000,000 shares. The total number of shares currently available under the Plan as of April 1, 2003, as adjusted, is 1,228,192, of which 62,500 are reserved and issuable as Director Stock Options, both subject to adjustment pursuant to Section 2.4.

I. INTRODUCTION

1.1     Purpose of the Plan. Myers Industries, Inc., has established the Plan to further its long-term financial success by creating the opportunity for key employees and non-employee directors of the Company and its Subsidiaries to receive stock-based compensation whereby they can share in achieving and sustaining such success. The Plan also provides a means to attract and retain the executive talent needed to achieve the Company's long-term growth and profitability objectives.

1.2     Definitions

        When used in the Plan, unless otherwise defined in Section 4.1, the following terms shall have the meanings set forth below.

        (a)     "Award(s)" shall mean Incentive Stock Options, Non-Qualified Stock Options or Reload Stock Options granted under the Plan.

        (b)     "Award Agreement" shall mean an agreement which shall evidence the particular terms, conditions, rights and duties of the Company and the Participant with respect to an Award.

        (c)     "Board" shall mean the Board of Directors of the Company.

        (d)(i)   "Change of Control" shall mean (A) the attainment of beneficial ownership by any Person (as defined herein) of capital stock of the Company, the voting power of which constitutes 30 percent or more of the voting power of all of the Company's outstanding capital stock; or (B) a change in the composition of a majority of the Board during any period of two (2) years or less, provided that in determining such change, any Director whose election has been approved in advance by at least two-thirds (b) of the Directors then in office shall not be considered a new Director. No sale to underwriters or private `placement of capital stock by the Company, nor any acquisition by the Company, through merger, purchase of assets or otherwise, effected in whole or in part by issuance or reissuance of shares of its capital stock, shall constitute a Change of Control.

         (ii)     For purposes of determining a Change of Control under the Plan, the following provisions shall apply:

              (A)     The term "Person" shall mean any individual, corporation or other entity.

              (B)     Any Person shall be deemed to be the beneficial owner of any shares of capital stock of the Company:

                                 (1)      which that Person owns directly, whether or not of record,

                                 (2)      which that Person has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants or options, or otherwise,

                                 (3)     which are beneficially owned, directly or indirectly (including shares deemed owned through application of Paragraph (B)(2) above), by an "affiliate" or "associate" (as defined in the rules of the Securities and Exchange Commission) of that Person, or

                                 (4)     which are beneficially owned, directly or indirectly (including shares deemed owned through application of Paragraph (B)(2) above), by any other Person with which that Person or his "affiliate" or "associate" has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of capital stock of the Company.

              (C)     For purposes of determining whether a Person has acquired beneficial ownership of 30 percent or more of the Company, the outstanding shares of capital stock of the Company shall include shares deemed owned by such Person through application of Paragraphs (B)(2), (B)(3) and (B)(4) above, but shall not include any other shares which may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise, but which are not actually outstanding.

        (e)     "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (f)     "Committee" shall mean the Compensation Committee of the Board, or such other committee of the Board which shall be designated by the Board to administer the Plan (except where such authority has been granted to the Administrator under Article IV). If the Board does not designate the Compensation Committee as the Committee, the Committee will be composed of two (2) or more persons who are from time to time appointed to serve by the Board. Each member of the Committee will be a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act or any successor rule, as any such rule may be amended from time to time, and will also qualify as an "outside director" within the meaning of Code Section 162(m). A person may be appointed to the Committee who does not qualify as a "non-employee director" if the Committee adopts and follows a recusal procedure which qualifies under the Section 16 Rules.

        (g)     "Common Stock" shall mean the common stock of the Company, no par value per share, and may be either stock previously authorized but unissued, or stock reacquired by the Company.

        (h)      "Company" shall mean Myers Industries, Inc., and any successor in a reorganization or similar transaction.

        (i)      "Director" shall mean a duly elected member of the Board.

- -2-

        (j)     "Disability" shall mean the inability of a Participant to perform the services normally rendered due to any physical or mental impairment that can be expected to be of either permanent or indefinite duration, as determined by the Committee on the basis of appropriate medical evidence, and that results in the Participant's Termination of Employment; provided, however, that with respect to any Participant who has entered into an employment agreement with the Company or any of its Subsidiaries, the term of which has not expired at the time a determination concerning Disability is to be made, Disability shall have the meaning attributed to "permanent disability" in such employment agreement.

        (k)     "Fair Market Value" shall mean with respect to a given day, the closing sales price of a share of Common Stock, as reported by such responsible reporting service as the Committee may select, or if there were no transactions in the Common Stock on such day, then the last preceding day on which transactions took place. The foregoing notwithstanding, the Committee may determine the Fair Market Value in such other manner as is required by applicable laws or regulations.

        (l)     "Incentive Stock Option" or "ISO" shall mean a right to purchase the Company's Common Stock which is intended to comply with the terms and conditions for an incentive stock option as set forth in Section 422 of the Code, or such other sections of the Code as may be in effect from time to time.

        (m)     "Non-Qualified Stock Option" or "NQSO" shall mean a right to purchase the Company's Common Stock which is not intended to comply with the terms and conditions for a tax-qualified stock option, as set forth in Section 422 of the Code, or such other sections of the Code as may be in effect from time to time.

        (n)     "Participant" shall mean an officer or full-time salaried employee (including a Director who is also a full-time employee) of the Company or any of its Subsidiaries who, in the judgment of the Committee, is in a position to make a positive contribution to the management, growth and success of the Company and is thus designated by the Committee to receive an Award.

        (o)     "Plan" shall mean the Company's 1999 Stock Plan, as set forth herein.

        (p)     "Qualified Director" shall mean a Director who is both an "outside director" within the meaning of Code Section 162(m) and a "non-employee director" within the meaning of Rule 16b-3.

        (q)     "Reload Stock Option" shall mean an option granted to a Participant who has paid for shares subject to option through the delivery of shares of Common Stock having an aggregate Fair Market Value as determined on the date of exercise equal to the option price.

        (r)     "Retirement" shall mean a Participant's Termination of Employment by reason of retirement at his normal retirement date, pursuant to and in accordance with a pension, retirement or similar plan or other regular retirement practice of the Company or any of its Subsidiaries, or in accordance with the early retirement provision(s) thereof.

        (s)     "Securities Act" shall mean the Securities Act of 1933, as amended.

        (t)     "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

        (u)     "Subsidiaries" shall mean the majority-owned subsidiaries of the Company.

-3-

        (v)     "Termination of Employment" shall mean a cessation of the employee-employer relationship between a Participant and the Company or its Subsidiaries for any reason.

II. ADMINISTRATION

2.1     Administration. The Plan shall be administered by the Committee with regard to the Employee Stock Option program, and the Administrator with regard to the Director Stock Option program, which, subject to the express provisions of the Plan, shall have full and exclusive authority to interpret the applicable provisions of the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in the implementation and administration of the Plan; provided, however, that subject to the express provisions hereof or unless required by applicable law or regulation, no action of the Committee or the Administrator shall adversely affect the terms and conditions of any Award made to, or any rights hereunder or under any Award Agreement of, any Participant, without such Participant's consent. The Committee's and Administrator's interpretation and construction of the applicable parts of the Plan shal l be conclusive and binding on all persons, including the Company and all Participants.

2.2     Participation. The Committee shall, from time to time, make the selection of Participants of the Employee Stock Option program and determine the Award or Awards to be granted to each Participant. In making its determinations, the Committee may take into account the nature of the services rendered or expected to be rendered by the respective Participants, their present and potential contributions to the Company's success, and such other factors as the Committee in its discretion shall deem relevant.

2.3     Maximum Number of Shares Available. The maximum number of shares which currently may be granted under the Plan is 1,290,692 shares, of which 1,228,192 are reserved for the Employee Stock Option program and 62,500 are reserved for the Director Stock Option program, both subject to adjustment pursuant to Section 2.4. No Incentive Stock Options shall be granted after January 1, 2009, or such other period required under the Code.

2.4     Adjustments. In the event of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, exchanges of shares, spin-offs, liquidations, reclassifications or other similar changes in the capitalization of the Company, the number of shares of Common Stock available for grant under this Plan shall be adjusted proportionately or otherwise by the Board and, where deemed appropriate, the number of shares covered by outstanding stock options and the option price of outstanding stock options shall be similarly adjusted. Also, in instances where another corporation or other business entity is acquired by the Company, and the Company has assumed outstanding employee option grants under a prior existing plan of the acquired entity, similar adjustments are permitted at the discretion of the Committee. In the event of any other change affecting the Common Stock reserved under the Plan, such adjustment, if any, as may be deemed equitable by the Board, shall be made to give proper effect to such event.

2.5     Registration Conditions.

     Unless issued pursuant to a registration statement under the Securities Act, no shares shall be issued to a Participant under the Plan unless the Participant represents to and agrees with the Company that such shares are being acquired for investment and not with a view to the resale or distribution thereof, or such other documentation as may be required by the Company unless, in the opinion of counsel to the Company, such representation, agreement or documentation is not necessary to comply with the Securities Act.

-4-

     Any restriction on the resale of shares shall be evidenced by an appropriate legend on the stock certificate.

     The Company shall not be obligated to deliver any Common Stock until it has been listed on each securities exchange on which the Common Stock may then be listed or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable. The Company shall use reasonable efforts to obtain such listing, qualification and compliance.

2.6     Committee Action.   The Committee may, through Award Agreements, limit its discretion under this Plan. To the extent such discretion is not specifically waived in an Award Agreement, the Committee shall retain such discretion.

III. EMPLOYEE STOCK OPTIONS

     All stock options granted to Participants under this Article of the Plan shall be evidenced by Award Agreements which shall be subject to applicable provisions of the Plan, and such other provisions as the Committee may adopt, including the following provisions.

3.1     Price. The option price per share of Non-Qualified Stock Options ("NQSOs") shall be set by the Committee at the time of grant. The option price for a NQSO shall be the Fair Market Value of a share of Common Stock on the date of grant, unless otherwise expressly set by the Committee at a different price. If a NQSO is to meet the requirements of Section 162(m) of the Code, it shall be issued at Fair Market Value. The option price per share of Incentive Stock Options ("ISOs") shall not be less than 100 percent of the Fair Market Value of a share of Common Stock on the date of grant.

3.2     Period. An ISO shall not be exercisable for a term longer than ten years from date of grant. NQSOs shall have a term as established by the Committee.

3.3     Time of Exercise. The Committee may prescribe the timing of the exercise of the stock option and any minimums and installment provisions and may accelerate the time at which a stock option becomes exercisable, provided that with respect to ISOs, no such acceleration shall result in a violation of Section 3.6.

3.4     Exercise Procedures. A stock option, or portion thereof, shall be exercised by delivery of a written notice of exercise to the Company and payment of the full price of the shares being purchased.

3.5     Payment. The price of an exercised stock option, or portion thereof, may be paid pursuant to Section 5.5(k).

3.6     Special Rule for Incentive Stock Options. If the aggregate Fair Market Value of Common Stock with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan and all other plans of the Company and its Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000), such ISOs shall be treated as NQSOs to the extent of the excess. In applying the foregoing limitation, ISOs shall be taken into account in the order in which they were granted, and the Fair Market Value of Common Stock subject to such ISOs shall be determined as of the date of grant. If such limit is exceeded in any calendar year, the Company shall have the right to designate which shares of Common Stock purchased pursuant to such ISOs shall be treated as having been acquired by the Participant pursuant to an ISO.

-5-

3.7     Reload Stock Options

     A Reload Stock Option may be granted by the Committee in an Award Agreement. If a reload option is granted and a stock option is exercised while the Participant is employed by the Company and the Participant pays for the shares subject to option through the delivery of Common Stock having an aggregate Fair Market Value as determined on the date of exercise equal to the option price, the Participant will be granted a Reload Stock Option on the date of such exercise. The Award shall equal the number of whole shares of Common Stock used to pay the purchase price, and the exercise price of the Reload Stock Option shall equal the Fair Market Value of the Common Stock on the date of grant. If the Company withholds shares of Common Stock to cover applicable income and employment taxes related to the exercise of an option, then the Award shall equal the number of whole shares of Common Stock used to pay the purchase price less the number of shares withheld.

     Subject to the provisions of this Plan, the Reload Stock Option may be exercised between its date of grant and the date of expiration of an option. Shares of stock acquired upon the exercise of a Reload Stock Option are restricted from sale for two (2) years. A Reload Stock Option shall be evidenced by an Award Agreement containing such other terms and conditions as the Committee approves. No Reload Stock Option shall be granted with respect to a stock option exercised after the Participant's Retirement, Disability, death or other Termination of Employment.

3.8     Effect of Leaves of Absence. It shall not be considered a Termination of Employment when a Participant is placed by the Company or any of its Subsidiaries on military leave, sick leave or other bona fide leave of absence. In case of such leave of absence, the employment relationship for Plan purposes shall be continued until the later of the date when such leave of absence equals ninety (90) days or when the Participant's right to reemployment with the Company or any of its Subsidiaries shall no longer be guaranteed either by statute or contract.

3.9     Termination of Employment

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

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

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

-6-

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

IV. DIRECTOR STOCK OPTION PROGRAM

     All stock options granted to Participants under this Article of the Plan shall be evidenced by Award Agreements which shall be subject to applicable provisions of the Plan, and such other provisions as the Committee may adopt, including the following provisions.

4.1     Definitions.

     (a)  "Administrator" means the Vice President-Finance of the Company (or in the event of there is no such person in said position the Secretary of the Company), who shall administer the Director Stock Option program.

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

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

     (d)  "Option Agreement" also means an agreement entered into between the Company and Eligible Director pursuant to the Director Stock Option program in the form prescribed by the Administrator.

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

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

4.3     Grant of Director Stock Options. Subject to any limitations stated herein, Director Stock Options shall be granted to Eligible Directors as provided in this Section and neither the Administrator nor the Committee shall have any discretion with respect to any matters set forth in this Section.

     Commencing immediately after the adjournment of the Annual Meeting each year, any Eligible Director who was an Eligible Director immediately preceding such Annual Meeting and who has been elected as a director at such Annual Meeting shall automatically be granted a Director Stock Option for 2,500 shares of Common Stock.

-7-

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

4.5     Option Price. Director Stock Options shall have an Option Price that is equal to the Fair Market Value of the Common Stock on the date the Option is granted.

4.6     Duration of Options. Director Stock Options must be exercisable no later than ten years and one day from the date of its grant.

4.7     Exercise of Options. Director Stock Options granted under the Plan shall be exercisable one year after the date of its grant.

4.8     The Administrator. The Administrator, being the Vice President-Finance of the Company, or in the event of there is no such person in said position, the Secretary of the Company, shall be responsible for the administration of the Plan as it relates solely to Director Stock Options. The Administrator is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the explicit provisions of the Plan. Determinations, interpretations, or other actions made or taken by the Administrator pursuant to the provisions of the Plan relating to Director Stock Options shall be final and binding and conclusive for all purposes and upon all persons whomsoever.

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

V. GENERAL PROVISIONS

5.1     Amendment and Termination. The Board may, at any time and from time to time, suspend or terminate the Plan in whole or amend it from time to time in such respects as the Board may deem appropriate, subject, however, to the regulatory requirements of Section 16(b) of the Securities Exchange Act and the requirements of the Code.

5.2     Government and Other Regulations. The obligation of the Company to issue Awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any government agencies as may be required.

5.3     Other Compensation Plans and Programs. The Plan shall not be deemed to preclude the implementation by the Company and its Subsidiaries of other compensation plans or programs which may be in effect from time to time.

-8-

5.4     Foreign Participants. The Committee may, in its sole discretion, from time to time and at anytime, take any and all action it deems desirable or necessary, which may include the following as example, but without limitation: (a) amending the Plan, (b) adopting new plan provisions, (c) adopting sub-plans, (d) adopting forms of Award Agreements, and (e) modification of any option grants to be awarded or which have been awarded; so that Awards to Participants who are foreign nationals or employed outside the United States recognize and comply with the differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

5.5     Miscellaneous Provisions.

        (a)     No Right to Continue Employment. Nothing in the Plan or in any Award or Award Agreement confers upon any Participant the right to continue in the employ of the Company or its Subsidiaries or interferes with or restricts in any way the rights of the Company or its Subsidiaries to discharge any Participant at any time for any reason whatsoever, with or without cause.

        (b)     Non-Transferability. No right or interest of any Participant in any Award under the Plan shall be (i) assignable or transferable, except by will or the laws of descent and distribution or a valid beneficiary designation made in accordance with procedures established by the Committee, or (ii) liable for, or subject to, any lien, obligation or liability. An ISO may be exercised only by the Participant during his lifetime, by his estate or by the person who acquires the right to exercise such option by bequest or inheritance.

        (c)     Designation of Beneficiary. A Participant, in accordance with procedures established by the Committee, may designate a person or persons to receive, in the event of the Participant's death, (i) any payments with respect to which the Participant would then be entitled, and (ii) the right to continue to participate in the Plan to the extent of such Participant's outstanding Awards. Such designation shall be made upon forms supplied by and delivered to the Company and may be revoked in writing.

        (d)     Withholding Taxes. The Company's obligation to deliver shares of Common Stock or cash upon the exercise of stock options granted will be subject to the satisfaction by the Participant of all applicable federal, state and local income tax and employment tax withholding requirements. The Committee (or plan administrator) may, in its discretion and in accordance with any applicable tax or securities laws (including the applicable safe-harbor provisions of Securities and Exchange Commission Rule 16b-3), provide any or all holders of NQSOs under the Plan, with the right to use shares of the Company's Common Stock in satisfaction of all or part of the federal, state and local income tax and employment tax liabilities incurred by such holders in connection with the exercise of their options or the vesting of their shares (the "Taxes"). Such right may be provided to any such option holder in either or both of the following for mats:

              (i)     Stock Withholding. The holder of the NQSO may be provided with the election to have the Company withhold, from the shares of Common Stock otherwise issuable upon the exercise of such NQSO, a portion of those shares with an aggregate fair market value not to exceed one hundred percent (100%) of the applicable Taxes.

-9-

              (ii)     Stock Delivery. The holder of the NQSO may be provided with the election to deliver to the Company, at the time the NQSO is exercised, one (1) or more shares of Common Stock previously acquired by such individual (other than in connection with the option exercise triggering the Taxes) with an aggregate fair market value equal to the designated percentage (up to 100% as specified by the option holder) of the Taxes incurred in connection with such option exercise.

        (e)     Plan Expenses. Any expenses of administering the Plan shall be borne by the Company.

        (f)     Construction of Plan. The interpretation of the Plan and the application of any rules implemented hereunder shall be determined solely in accordance with the laws of the State of Ohio.

        (g)     Unfunded Plan. The Plan shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be represented by Awards. Any liability of the Company to any person with respect to an Award under this Plan shall be based solely upon any obligations which may be created by this Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company.

        (h)     Benefit Plan Computations. Any benefits received or amounts paid to a Participant with respect to any Award granted under the Plan shall not have any effect on the level of benefits provided to or received by any Participant, or the Participant's estate or beneficiary, as part of any employee benefit plan (other than the Plan) of the Company.

        (i)     Pronouns, Singular and Plural. The masculine may be read as feminine, the singular as plural and the plural as singular as necessary to give effect to the Plan.

        (j)     Maximum Annual Grant. In no event shall any one individual participating in the Plan, be granted stock options for more than one and one-half percent (1.5%) of the total outstanding shares of Common Stock of the Company, in the aggregate, in any calendar year.

        (k)     Payment. The exercise price will be payable in one of the alternative forms specified below:

              (i)     full payment in cash or check made payable to the Company's order; or

              (ii)     full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Company's reported earnings and valued at fair market value on the Exercise Date (as such term is defined below); or

              (iii)     full payment in a combination of shares of Common Stock held for the requisite period necessary to avoid a charge to the Company's reported earnings and valued at fair market value on the Exercise Date and cash or check payable to the Company's order; or

              (iv)     full payment through a sale and remittance procedure pursuant to which the Participant will provide irrevocable written directives to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares and shall concurrently provide written instructions to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction.

-10-

        For purposes of this subsection, the "Exercise Date" will be the date on which written notice of the option exercise is delivered to the Company, and the fair market value per share of Common Stock on any relevant date shall be determined in accordance with the provisions of the Plan. Except to the extent the sale and remittance procedure specified above is utilized for the exercise of the option, payment of the option price for the purchased shares must accompany the exercise notice.

5.6     Effective Date. The Plan became effective as of January 1, 1999, upon approval by shareholders of the Company in April 1999. The Plan was amended and restated by the Company in February, 2002, and by the shareholders effective April 25, 2002, and April 23, 2003. The Plan and all outstanding Awards shall remain in effect until all outstanding Awards have been exercised, expired or canceled.

EX-10

Exhibit 10 (h)

MYERS INDUSTRIES, INC.
Stephen E. Myers
President and Chief Executive Officer

February 14, 2003

Mr. John C. Orr
1630 Shade Road
Akron, Ohio 44333

RE: Amended Employment Letter

Dear John:

     This letter will amend the employment letter from me dated June 26, 2000 regarding the terms of your employment with Myers Industries, Inc. ("Myers" or "Company"). This amendment and restatement is necessary due to your appointment by the Board of Directors as the Chief Operating Officer of Myers effective on February 14, 2003.

     Duties. During the "Term," you ("Executive") shall serve Myers as its Chief Operating Officer in accordance with directions from the President and Chief Executive Officer and Myers's Board of Directors. Executive will report directly to the President and Chief Executive Officer. Executive shall serve Myers faithfully, diligently, competently and to the best of his ability, and will exclusively devote his full time, energy and attention to the business of Myers and to the promotion of its interests. Executive's primary location will be at the Company's corporate headquarters located in Akron, Ohio.

     Term. The term of this employment letter shall commence as of February 14, 2003, and shall continue for a period of approximately two years ending on July 31, 2005, unless this Agreement has been earlier terminated in accordance with the provisions under Termination below. Following expiration of the Term, Executive's employment status will be "at will."

     Compensation. While employed under this employment letter, Executive will receive as his compensation for the performance of his duties and obligations a "Base Salary" of $350,000 per year, which will be payable in semi-monthly installments. During the term of this Agreement, Executive will not be entitled to a bonus, but may be awarded one at the discretion of the Board of Directors or its Compensation Committee. All compensation payable to Executive shall be paid net of amounts withheld for federal, state, municipal or local income taxes.

     Benefits. Executive will be entitled to participate in such hospitalization, life insurance, and other employee benefit plans and programs, if any, as may be adopted by Myers from time to time, in accordance with the provisions of such plans and programs and on the same basis as other full-time salaried employees and executives of the Company.

     Car. Executive will be furnished a car in accordance with the provisions of such plans and programs and on the same basis as other full-time salaried employees and executives of the Company.

     Disability. During Executive's employment, Myers will pay to Executive an amount equal to the annual cost of Executive's disability policy with The Principal plus an additional 40% of such premium as a gross up for tax liabilities. Executive will not be entitled to participate in any Company sponsored disability insurance programs.

     Stock Options and Grant. During the term of this Agreement, Executive will not be entitled to a grant of stock options, but may be awarded such grants at the discretion of the Board of Directors or its Compensation Committee.

     The Company hereby acknowledges that Executive was granted certain shares of stock in the Company under the original employment letter and pursuant to a Restricted Stock Award Agreement dated September 25, 2001, of which 54,500 remaining shares will continue to vest equally over the next three years as of July 24 of each year ("Stock Grant") as long as you are employed by the Company. If there is a Termination Without Cause of Executive's employment prior to July 24, 2005, then all such unvested shares under the Stock Grant shall immediately vest.

     Change in Control. Following commencement of the Term, Myers and Executive will enter into a Change in Control Agreement in the form previously delivered to Executive, the terms of which will provide for the continuation of compensation and certain benefits in the event of certain terminations of employment of Executive following a Change in Control. The terms of such Agreement will provide, subject to certain limitations, for continuation for a period of 36 months of the Base Salary, incentive compensation, medical, life, and accidental death and dismemberment insurance under the Company's plans and payment of premiums as required.

     Upon the occurrence of a Change in Control, the Stock Grant (to the extent not vested) and all stock options, shall immediately vest.

     Termination.

       A. Definitions

           "Change in Control" means the definition contained in the Change in Control Agreement between Executive and Myers dated February 14, 2003.

           "Disability" means eligibility for disability benefits under the terms of Employees' disability policy in effect at the time of termination of Executive's employment.

           "Termination Date" means the date on which Executive's employment with Myers terminates.

           "Termination of Employment for Cause" means the termination of Executive's employment by Myers for any of the following reasons:

                (a) felonious criminal activity whether or not affecting Myers;

-2-

                (b) disclosure to unauthorized persons of Myers information which is believed by the Board of Directors of Myers, acting in good faith, to be confidential; provided, however, that any such disclosure shall not be considered to be "cause" for termination to the extent that: (i) it is required of Executive pursuant to an order of a court having competent jurisdiction or a subpoena from an appropriate government agency; or (ii) it is made by Executive in the ordinary course of business within the scope of his authority;

                (c) dishonesty or the breach of any contract with or violation of any legal obligation to Myers;

                (d) gross negligence or insubordination in the performance of duties held by the Chief Operating Officer of Myers.

           "Termination of Employment Without Cause" means the termination of Executive's employment by Myers for any reason other than Death, Disability, or For Cause.

           "Termination of Employment for Good Reason" means the voluntary termination of Executive's employment by Executive for any of the following reasons:

                (a) involuntary reduction in Executive's Base Salary unless such reduction occurs simultaneously with a company-wide reduction in officers' salaries;

                (b) involuntary discontinuance or reduction in Executive's incentive compensation award opportunities under Myers's plan unless a company-wide discontinuance or reduction of all officers' incentive compensation award opportunities occurs simultaneously with such discontinuance or reduction;

                (c) significant reduction in Executive's responsibilities and status within the Myers organization, or a change in his title or office without prior written consent of Executive;

                (d) involuntary discontinuance of Executive's participation in any employee benefit plans maintained by Myers unless such plans are discontinued by reason of law or loss of tax deductibility to Myers with respect to contributions to such plans, or are discontinued as a matter of Myers policy applied equally to all participants in such plans;

                (e) a material breach of this Agreement, which breach is not corrected within a reasonable time after notice.

       B. Termination of Employment upon Death. If Executive's employment is terminated by reason of Death, his estate shall be entitled to receive only Executive's Base Salary to which he was entitled through the Termination Date, any unpaid bonus due with respect to a year prior to the year in which the termination occurred, and such other benefits as may be available to him or his estate through Myers's benefit plans and policies (including the SERP).

-3-

       C. Termination of Employment upon Disability. If Executive's employment is terminated due to his inability to perform his duties because of Disability, Executive shall be entitled to receive only his Base Salary to which he was entitled through the Termination Date, any unpaid bonus due, and such other benefits as may be available to him through Myers's benefit plans and policies (including the SERP).

       D. Termination of Employment by Myers for Cause. If Executive's employment is terminated For Cause, Executive shall be entitled to receive only Executive's Base Salary to which he was entitled through the Termination Date and such other benefits as may be available to him through Myers's benefit plans and policies in effect at the time of termination.

       E. Termination Without Cause or Termination For Good Reason

                (1) If there is a Termination of Employment Without Cause or a Termination of Employment For Good Reason, and the Termination Date is prior to the expiration of the Term, Executive's Base Salary and benefits (including credit for Years of Service under the SERP) shall continue for a period of 36 months following the month in which the Termination Date occurs. Notwithstanding the preceding sentence, if a termination of employment under this section occurs following a Change in Control, and if the compensation and benefits provided under this section, alone or in conjunction with other compensation or benefits received by Executive, constitute "parachute payments" within the meaning of Section 280G of the Code or the regulations adopted or proposed thereunder, then the compensation and benefits payable under this section shall be reduced to the extent necessary so that no portion shall be subject to the exc ise tax imposed by Section 4999 of the Code.

                (2) If there is a Termination of Employment Without Cause or a Termination of Employment For Good Reason, and the Termination Date is after the expiration of the Term, Executive shall be entitled to receive only his Base Salary to which he was entitled through the Termination Date and such other benefits as may be available to him through Myers's benefit plans and policies.

       F. Termination of Employment Other than for Good Reason. If Executive terminates employment with Myers other than for Good Reason, Executive shall be entitled to receive only his Base Salary to which he was entitled through the Termination Date and such other benefits as may be available to him through Myers's benefit plans and policies.

       G. Effect of Termination. Upon termination of Executive's employment, the obligations of each of the parties under this Agreement shall expire as of the Termination Date, including, without limitation, the obligations of Myers to pay any compensation to Executive, except to the extent otherwise specifically provided in this Agreement. Notwithstanding the foregoing, the obligations contained in the Non-Competition and Non-Disclosure Agreement between Myers and Executive dated July 18, 2000, and the provisions hereof relating to the obligations of Myers described in the preceding sentence, shall survive the termination or expiration of this Agreement in accordance with the terms set forth therein.

       Confidentiality and Non-Compete. The Non-Competition and Non-Disclosure Agreement between Myers and Executive dated July 18, 2000, shall remain in full force and effect.

-4-

       Governing Law. This Agreement shall be construed under and governed by the internal laws of the State of Ohio. The parties agree to the sole jurisdiction and venue of the Common Pleas Court in Summit County, Ohio, for any disputes arising hereunder.

       Entire Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of Executive by Myers.

Very truly yours,

Myers Industries, Inc.

/s/ Stephen E. Myers          

Stephen E. Myers

Agreed and Accepted:

/s/ John C. Orr            

John C. Orr

-5-

EX-10

EXHIBIT 10(j)

Non-Disclosure And Non-Competition Agreement

THIS AGREEMENT is entered into between Myers Industries, Inc. (the "Company") and the undersigned Employee. In consideration of Employee's employment with the Company and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee covenants and agrees as follows:

I.      Non-Disclosure - Employee covenants and agrees so long as this Agreement is in effect, and after the termination of this Agreement, that:

A.      Without the prior written consent of Company, Employee shall not at any time, directly or indirectly, use for Employee's own benefit or purposes or for the benefit or purposes of any other person, firm, partnership, association, corporation or business organization, or disclose to any person, firm, partnership, association, corporation or business organization, any trade secrets, information, data, know-how or knowledge (including, but not limited to, trade secrets, information, data, know-how or knowledge relating to customers, clients, products, technical services, business methods and techniques, print outs, reports, market development programs, revenues, costs, pricing structures, management practices, manuals, contracts, documents, designs, computer programs, computer operating systems, computer applications, software designs, inventions, processes, plans or employees) belonging to, or relating to the affairs of the Company except where required in good faith to transact the business of the Company.

B.      Employee shall return to the Company, at its request, and in any event within three (3) days after termination of Employee's services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Company and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all correspondence, customer lists, files, plans, contracts, cost and pricing structures, accounting records, memoranda and reports as well as all of Company's equipment and other property in Employee's hands or under Employee's control at the time of the termination of Employee's employment.

C.      Employee shall keep in strict confidence all trade information, product data, technical services, management practices, business and pricing methods and techniques, customer and prospect lists, trade secrets and other confidential information concerning Company's business and its methods of doing business.

II. Non-Competition

Employee acknowledges that Employee will be dealing with confidential information, trade secrets and business methods which are the Company's property. Employee further acknowledges that the training, materials, customer lists and other confidential information and trade secrets, all provided to Employee by Company, are of value to the Company and that it is reasonable and necessary for the protection of Company that the Employee not compete with Company within the area and for the duration hereinafter set forth.

-1-

Accordingly, Employee covenants and agrees that Employee shall not, for the term hereof and for a period of three (3) years following the termination of Employee's employment with Company (the "Restricted Period"), for any reason directly or indirectly (which means acting alone, as a sole proprietor, as a partner, employee or agent of a partnership; as an officer, director, employee or shareholder or agent of any other corporation; or as a trustee, fiduciary, consultant, independent contractor, agent or other representative) engage in any or all of the following activities within the Restricted Area (as defined below):

1.      Become employed or affiliated in any capacity with, perform services of any type on behalf of, or enter into or engage in any business or other pursuit that competes with and/or is similar to the Company's business in any way; or

2.      Promote the business of any person, firm, association, or corporation engaged in a business which competes with and/or is similar in any way with the business of the Company; or

3.      Solicit, divert or take away or attempt to solicit, divert, or take away, any of the Company's customers, clients, accounts, sales and/or service representatives, independent contractors or subcontractors, agents, suppliers or patronage; or

4.      Attempt to seek or cause any of Company's customers, clients, accounts, sales and/or service representatives, independent contractors or suppliers to refrain from patronizing Company; or

5.      Knowingly employ or engage, or attempt to employ or engage, in any capacity, any person employed by the Company, or any sales and/or service representative, or any independent contractor or agent of the Company, who was an employee, representative, contractor, or agent of the Company during the period of three (3) years prior to Employee's termination.

B.      For purposes of this Agreement, the "Restricted Area" shall be defined in relation to the geographic scope of activities carried on by Employee on the Company's behalf during the term of Employee's employment. For example, if Employee's duties are those of upper management and he or she directs, controls, or influences activities on behalf of the Company which are nationwide in scope, the Restricted Area shall be the United States of America and the territories thereof. If, however, Employee is in middle management and his or her activities relate to a specific geographic area such as a state of the United States or other region of the country, then the Restricted Area shall be that state or region. For inside or outside sales employees, the Restricted Area shall be every state which includes any part of the sales territory or region for which that salesperson has been responsible or partially responsible while in the Company's employ. These examples are by no mea ns all inclusive. They are set forth as the most common examples of the Restricted Area intended to be covered by this Agreement.

C.      Employee agrees that each of the above covenants are separate and distinct covenants, independent of each other, and that the illegality or invalidity of any one or more of them or any part of one or more of them shall not render the others illegal or invalid, and that if the invalidity or unenforceability is due to the unreasonableness of the time or geographic area covered by said covenants, said covenants shall nevertheless be enforced to the maximum extent permitted by law and effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction.

-2-

III.      Miscellaneous

A.      The existence of any claim or cause of action of the Employee against Company, shall not constitute a defense to the enforcement by Company of the above covenants or obligations. Employee agrees that if Employee breaches any of the covenants or obligations set forth above, the Restricted Period shall be suspended until such time as said violation shall cease. Employee further agrees that if Employee breaches any of Employee's covenants or obligations set forth above, the Company shall have the right, in addition to other rights provided herein or any other rights that it may have in law or equity, to seek and obtain from any Court of competent jurisdiction relief by way of injunction. Employee acknowledges and agrees that should Employee breach any of Employee's covenants and obligations above, the Company would suffer irreparable damages and the Company would have no adequate remedy at law.

B.      If any portion of this Agreement shall be determined to be invalid or unenforceable, then such determination shall not affect any other portion of this Agreement and such other portions shall remain in full force and effect.

C.      Employee covenants and acknowledges that Employee executed this Agreement prior to the commencement of employment with Company and that this Agreement is supported by good, valuable and sufficient consideration.

D.      This Agreement may not be modified or amended except by a written instrument signed by both Company and Employee. This Agreement shall inure to the benefit of the successors and assigns of the Company and shall be binding upon Employee's heirs, executors, administrators and successors.

E.      This Agreement and any dispute arising from or in relation to it shall be governed by and construed in accordance with the laws of the State of Ohio. Venue of any action or dispute of any kind arising from or relating to Employee's employment with Company is limited exclusively to the Courts of the State of Ohio. Employee acknowledges and agrees that this Agreement may be assigned by the Company without Employee's consent.

Employee:	For Myers Industries, Inc.
Name:John C. Orr	Signature: /s/ Tom Bruser
Signature: /s/ John C. Orr	Title: Director of Personnel
Date: 7/15/00	Date: 7/18/00

-3-

EX-99.1

EX-99.2

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 March 31, 2003, as filed with the Securities And Exchange Commission on the date hereof (the "Report"), I, Stephen E. Myers, Chief Executive Officer of the Company, certify, pursuant to 19 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

        (1)   The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2003 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 represents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Stephen E. Myers

Stephen E Myers, Chief Executive Officer

Dated: May 6, 2003

A signed original of this written statement required by Section 906 has been provided to Myers Industries, Inc. and will be retained by Myers Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.