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

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

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

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

not applicable
(Former name, former address and former fiscal year, if changed since last report)

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

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

    As of July 31 2005, the number of shares outstanding of the issuer's Common Stock was 34,732,402.

Table of Contents

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

1
Part I - Financial Information

Item 1.  Financial Statements

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

	Unaudited
Assets	June 30, 2005	December 31, 2004
Current Assets
Cash	$15,241,246	$8,018,623
Accounts receivable-less allowances          of $5,167,000 and $5,740,000,          respectively	145,168,321	151,068,463
Inventories
Finished and in-process products	72,277,345	82,022,726
Raw materials and supplies	32,885,916	38,339,728
	105,163,261	120,362,454
Prepaid expenses	5,793,488	4,622,637
Total Current Assets	271,366,316	284,072,177
Other Assets
Goodwill	265,884,011	279,576,020
Patents and other intangible assets	8,555,673	6,576,433
Other	6,282,122	4,889,142
	280,721,806	291,041,595
Property, Plant and Equipment, at Cost
Land	8,656,130	9,190,588
Buildings and leasehold improvements	88,294,135	90,675,147
Machinery and equipment	405,500,265	409,188,994
	502,450,530	509,054,729
Less allowances for depreciation and          amortization	305,455,351	298,565,939
	0
	196,995,179	210,488,790
	$749,083,301	$785,602,562

2
Part I - Financial Information

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

	Unaudited
Liabilities and Shareholders' Equity	June 30, 2005	December 31, 2004
Current Liabilities
Accounts payable	$59,810,972	$72,858,791
Accrued expenses
Employee compensation	29,769,873	34,126,487
Taxes, other than income taxes	3,964,609	2,640,474
Accrued interest	1,196,018	1,113,128
Other	17,158,607	23,405,957
Current portion of long-term debt	2,333,004	2,107,090
Total Current Liabilities	114,233,083	136,251,927
Long-term Debt, less current portion	270,765,788	275,252,278
Deferred Income Taxes	29,563,657	28,094,321
Shareholders' Equity
Serial Preferred Shares         (authorized 1,000,000 shares)	0	0
Common Shares, without par value         (authorized 60,000,000 shares;         outstanding 34,713,705 and         34,645,948 shares, respectively)	21,132,291	21,090,960
Additional paid-in capital	266,849,736	266,257,630
Accumulated other comprehensive         income	4,522,460	26,089,410
Retained income	42,016,286	32,566,036
	334,520,773	346,004,036
	$749,083,301	$785,602,562

3
Part I - Financial Information

Myers Industries, Inc.
Condensed Statements of Consolidated Income

Unaudited	Unaudited
For The Three Months Ended	For The Six Months Ended

	June 30,	June 30,	June 30,	June 30,
	2005	2004	2005	2004
Net sales	$225,021,732	$196,754,858	$461,246,892	$382,273,385
Cost of sales	166,379,493	138,158,853	338,777,814	262,619,428
Gross profit	58,642,239	58,596,005	122,469,078	119,653,957
Operating expenses	47,700,145	45,844,514	95,595,103	89,750,649
Operating income	10,942,094	12,751,491	26,873,975	29,903,308
Interest expense, net	3,899,158	3,032,366	7,734,724	6,176,012
Income before income taxes	7,042,936	9,719,125	19,139,251	23,727,296
Income taxes	1,893,000	3,616,000	6,220,000	8,768,000
Net income	$5,149,936	$6,103,125	$12,919,251	$14,959,296
Net income per Common Share*	$0.15	$0.18	$0.37	$0.45
Dividends per Common Share*	$0.05	$0.045	$0.10	$0.09
Weighted average number of      Common Shares outstanding*	34,704,539	33,292,930	34,684,079	33,262,432

*Adjusted for a 10 percent stock dividend paid August 2004.

4
Part I - Financial Information

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

	Unaudited		Unaudited
	June 30, 2005		June 30, 2004
Cash Flows From Operating Activities
Net income	$12,919,251		$14,959,296
Items not affecting use of cash
Depreciation	17,959,984		18,312,955
Amortization of other intangible assets	1,061,316		1,114,431
Deferred taxes	1,881,432		2,077,035
Cash flow provided by (used for) working capital
Accounts receivable	269,661		(7,652,242	)
Inventories	12,463,498		(3,578,207	)
Prepaid expenses	(1,284,089	)	147,135
Accounts payable and accrued expenses	(17,759,770	)	4,881,013
Net cash provided by operating activities	27,511,283		30,261,416
Cash Flows From Investing Activities
Acquisition of business, net of cash acquired	0		(34,918,395	)
Additions to property, plant and         equipment, net	(10,488,440	)	(10,813,378	)
Other	(1,361,695	)	807,002
Net cash used for investing activities	(11,850,135	)	(44,924,771	)
Cash Flows From Financing Activities
Net borrowing (repayment) of credit facility	(3,656,667	)	28,224,857
Deferred financing costs	(262,500	)	(1,539,235	)
Cash dividends paid	(3,469,001	)	(3,025,578	)
Proceeds from issuance of common stock	633,437		1,028,156
Net cash provided by (used for) financing activities	(6,754,731	)	24,688,200
Foreign Exchange Rate Effect on Cash	(1,683,794	)	(528,135	)
Increase in Cash	7,222,623		9,496,710
Cash at January 1	8,018,623		5,666,997
Cash at June 30	$15,241,246		$15,163,707

5
Part I - Financial Information

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

	Common Stock	Additional Paid-In Capital	Accumulative Other Comprehensive Income		Retained Income
December 31, 2004	$21,090,960	$266,257,630	$26,089,410		$32,566,036
Net income					12,919,251
Foreign currency     translation        adjustment			(21,566,950	)
Common Stock      issued	41,331	592,106
Dividends					(3,469,001	)
June 30, 2005	$21,132,291	$266,849,736	$4,522,460		$42,016,286

6
Part I - Financial Information

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

     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 U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K and Form 10-K/A.

        In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of
June 30, 2005, and the results of operations and cash flows for the three months and six months ended June 30, 2005 and 2004. The results of operations for the six months ended June 30, 2005 are not necessarily indicative of the results of operations that will occur for the year ending December 31, 2005.

     Contingencies

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

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

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

     Acquisitions

         On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are manufacturers of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The total purchase price was

7
Part I - Financial Information

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

approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. ATP compliments our existing product offering in our plastic and rubber original equipment and replacements parts market. The Company believes that the acquisition of ATP resulted in the recognition of goodwill because of its industry position and management strength along with providing the Company a number of operational efficiency opportunities in relation to other existing business units. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals, other studies and additional information as shown in the table below. The allocation to intangible assets represent customer relationships with assigned lives ranging from 7 to 10 years.

         On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (Pro Cal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers based in South Gate, California. The total acquisition cost was approximately $18.5 million - including approximately $3.8 million in cash and 1,054,900 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company has agreed to issue additional shares of common stock in the event that shares issued in connection with the Pro Cal acquisition are sold at a price below the $12.73 per share value at issuance or if the value of shares originally issued is below $12.73 on the anniversary date. As of the date of this filing no additional shares have been issued. In connection with the acquisition the Company also assumed approximately $10 million of Pro Cal debt. Pro Cal is a natural expansion to t he Company's plastic horticultural product offering and its geographical location, unique manufacturing capabilities and strong growth rate contributed to a purchase price that exceeded the fair value of assets acquired resulting in goodwill. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals and additional information as shown below. The allocation to intangible assets were primarily customer lists and technology with estimated lives of 8 years.

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

8
Part I - Financial Information

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

    The allocations of purchase price for ATP, Pro Cal and Diakon are as follows:

(In thousands)	ATP		Pro Cal		Diakon
Assets acquired:
Cash	$153		$1,549		$166
Accounts receivable	9,996		3,375		1,397
Inventory	3,878		4,535		1,037
Property, plant and equipment	17,179		12,736		2,954
Other	2,101		215		6
	33,307		22,410		5,560
Liabilities assumed:
Debt	(26,045	)	(9,519	)	-0-
Accounts payable and accruals	(8,644	)	(4,820	)	(2,127	)
Deferred taxes	(4,041	)	(2,541	)	-0-
	(38,730	)	(16,880	)	(2,127	)
Intangible assets	5,867		2,900		-0-
Goodwill	34,726		10,059		919
Total consideration in cash and stock	$35,170		$18,489		$4,352

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

(In thousands, except per share amounts)	Three Months Ended June 30, 2004	Six Months Ended June 30,2004
Net sales	$206,319	$401,163
Net income	6,691	16,438
Net income per share	.19	.48

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

9
Part I - Financial Information

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

     Goodwill

          The change in goodwill for the six months ended June 30, 2005 is as follows:

(Amount in thousands)
Segment	Balance at January 1, 2005	Acquisitions	Foreign Currency Translation	Balance at June 30,2005
Distribution of aftermarket repair     products and services	$214	$0	$0	$214
Manufacturing of material     handling products -     North America	30,383	0	0	30,383
Manufacturing of material     handling products - Europe	116,891	0	(12,649)	104,242
Manufacturing of automotive and     custom products	60,199	0	0	60,199
Manufacturing of lawn and     garden products	71,889	(1,043)	0	70,846
Total	$279,576	$(1,043)	$(12,649)	$265,884

The reduction in goodwill of $1,043,000 in the manufacturing of lawn and garden products segment resulted from finalization of purchase accounting in connection with the acquisition of Pro Cal.

     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 consistent, as the effect of potentially dilutive shares is not significant to the computation of earnings per share.

     Stock Compensation

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

        The alternative policy in Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model.

        On May 31, 2005, the Company granted options totaling 303,500 shares with an option price of $11.15 which was the same as the market price of the Company's stock on the date of the grant. The options permit 20 percent of the shares granted to be exercised after six months, with additional vesting of 20 percent exercisable each year thereafter, with the options expiring ten years from the date of grant. In calculating the pro-forma fair value compensation expense the Company used a trinomial lattice option pricing model. Variables used in calculating

10
Part I - Financial Information

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

the compensation expense include a dividend yield of 1.79 percent, a risk free interest rate of 3.72 percent and a volatility measure of 26.5 percent for the first vesting period, 32.0 percent for the second vesting period and 37.5 percent thereafter. The following table illustrates the effect on net income and net income per share if we had applied the fair value recognition provisions of SFAS No 123 to stock-based employee compensation.

(In thousands, except per share amounts)	Three Months Ended June 30, 2005	Six Months Ended June 30,2005
Net income as reported	$5,150	$12,919
Stock option compensation as reported	0	0
Fair value of stock option compensation net of related tax benefits	535	535
Proforma net income	$4,615	$12,384
Net income per share:
Basic and diluted as reported	$.15	$.37
Basic and diluted proforma	$.13	$.36

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

     Supplemental Disclosure of Cash Flow Information

        The Company made cash payments for interest expense of $5,567,000 and $4,627,000 for the three months ended June 30, 2005 and 2004, respectively. Cash payments for interest totaled $7,782,000 and $6,161,000 for the six months ended June 30, 2005 and 2004, respectively. Cash payments for income taxes totaled $7,984,000 and $7,271,000 for the three months ended June 30, 2005 and 2004. Cash payments for income taxes were $8,803,000 and $8,018,000 for the six months ended June 30, 2005 and 2004, respectively.

     Comprehensive Income

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

	Three Months Ended				Six Months Ended
	June 30,					June 30,
(In thousands)	2005		2004			2005		2004
Net income	$5,150		$6,103			$12,919		$14,959
Other comprehensive income:     Foreign currency translation         adjustment	(12,708	)	(1,969	)		(21,567	)	(5,609	)
Comprehensive (loss) income	$(7,558	)	$4,134			$(8,648	)	$9,350

11
Part I - Financial Information

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

     Credit Agreement

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

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

	Three Months Ended				Six Months Ended
	June 30,					June 30,
	2005		2004			2005		2004
Service cost	$58,087		$60,078			$116,174		$120,156
Interest cost	88,261		83,443			176,522		166,886
Expected return on assets	(100,540	)	(86,398	)		(201,080	)	(172,796	)
Amortization of prior service cost	10,694		10,694			21,388		21,388
Amortization of net loss	18,103		16,884			36,206		33,768
Net periodic pension cost	$74,605		$84,701			$149,210		$169,402

        The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it did not expect to make any contributions to its defined benefit plans in 2005. As of June 30, 2005, no contributions have been made, however, the Company now anticipates contributing $205,000 to fund its defined benefit pension plans in 2005.
     Segment Information

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

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

        Operating income for each segment is based on net sales less cost of products sold, and the related

12
Part I - Financial Information

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

selling, administrative and general expenses. In computing segment operating income, general corporate overhead expenses and interest expenses are not included.

	Three Months Ended				Six Months Ended
(In thousands)	June 30,					June 30,
Net Sales	2005		2004			2005		2004
Distribution of aftermarket repair products and services	$49,370		$43,600			$91,476		$81,153
Manufacturing of material handling products - North America	48,023		45,527			105,859		96,451
Manufacturing of material handling products - Europe	45,044		42,730			89,377		81,780
Manufacturing of automotive and custom products	49,712		49,014			97,723		82,497
Manufacturing of lawn and garden products	39,553		22,624			90,337		54,083
Intra-segment elimination	(6,680	)	(6,740	)		(13,525	)	(13,691	)
Total	$225,022		$196,755			$461,247		$382,273

	Three Months Ended				Six Months Ended
	June 30,					June 30,
Income Before Income Taxes	2005		2004			2005		2004
Distribution of aftermarket repair products and services	$5,344		$4,348			$9,019		$7,408
Manufacturing of material handling products - North America	1,113		3,637			6,128		10,667
Manufacturing of material handling products - Europe	2,789		815			3,574		2,250
Manufacturing of automotive and custom products	3,283		5,711			6,477		9,166
Manufacturing of lawn and garden products	2,051		1,663			8,795		7,375
Corporate	(3,638	)	(3,423	)		(7,119	)	(6,963	)
Interest expense-net	(3,899	)	(3,032	)		(7,735	)	(6,176	)
Total	$7,043		$9,719			$19,139		$23,727

13

Part I - Financial Information

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

        For the quarter ended June 30, 2005, the Company had net sales of $225.0 million, an increase of 14 percent from the $196.8 million reported in the second quarter of 2004. Contributions from acquisitions made in 2004 increased sales by $15.1 million and favorable foreign currency translations also increased sales by $2.3 million. Excluding the impact of acquisitions and currency translations, total net sales for the quarter would have increased $10.9 million or 6 percent. Net income for the quarter ended June 30, 2005 was $5.1 million, a decrease of 16 percent from the $6.1 million reported in the prior year and net income per share of $0.15 was a decrease of 17 percent compared with $0.18 in the second quarter of 2004. The decline in net income was primarily the result of substantially higher cost for raw materials, particularly plastic resins which were approximately 27 percent higher, used in the Company's manufacturing business units.

        For the six months ended June 30, 2005, net sales were $461.2 million, an increase of 21 percent from the $382.3 million reported for the first half of 2004. Contributions from acquisitions made in 2004 increased sales by $39.0 million and the translation effect of foreign currencies increased sales by $5.1 million. Excluding the impact of acquisitions and foreign currency translations sales would have increased by $34.9 million or 9 percent for the six months. Net income for the six months ended June 30, 2005 was $12.9 million or $0.37 per share compared with $15.0 million and $0.45 per share for the prior year. The decrease in net income in the current year was primarily the result of substantially higher costs for plastic raw materials compared to the prior year period.

        Total cost of sales increased $28.2 million in the quarter and $76.2 million in the six months ended June 30, 2005, reflecting the higher sales reported for each period compared to the prior year. Gross profit, expressed as a percent of sales, declined to 26.1 percent for the quarter and 26.6 percent for the six months ended June 30, 2005 compared to 29.8 percent and 31.3 percent for the same periods in 2004. This reduction in gross profit margins was primarily due to higher raw material costs, particularly plastic resins, experienced by the Company's manufacturing business units. Plastic resin prices were approximately 27 percent higher in the quarter and 39 percent higher for the six months ended June 30, 2005 compared with the prior year periods.

        Total operating expenses increased $1.9 million or 4 percent for the quarter ended June 30, 2005 compared to the prior year. Acquired companies and the impact of foreign currency translations accounted for approximately $1.6 million dollars of this increase. Expressed as a percent of sales, operating expenses were reduced to 21.2 percent in the quarter ended June 30, 2005 compared to 23.3 percent in the prior year as cost control initiatives offset higher selling expenses related to increased sales. For the six months ended June 30, 2005 total operating expenses increased $5.8 million or 7 percent compared to the prior year period. Acquired companies and the impact of foreign currency translations accounted for approximately $5.2 million of this increase. Expressed as a percent of sales, operating expenses were reduced to 20.7 percent for the six months ended June 30, 2005 compared with 23.5 percent for the same period in 2004.

        Net interest expense increased 28 percent to $3.9 million for the quarter ended June 30, 2005 compared to $3.0 million in the prior year. For the six months ended June 30, 2005, net interest expense increased 25 percent to $7.7 million compared to $6.2 million in the prior year. The increases reflect both higher average borrowing levels in 2005 resulting from the acquisitions made in 2004, and higher interest rates.

        Income taxes as a percent of income before taxes declined to 26.9 percent for the quarter and 32.5 percent for the six months ended June 30, 2005 compared with 37.2 percent for the quarter and 37.0 percent

14

Part I - Financial Information

for the six months ended June 30, 2004. The lower effective tax rates in 2005 are due to foreign tax rate differences including the utilization of foreign tax loss carry forwards for which valuation allowances were previously provided.

Business Segment Results

        Sales in the Distribution Segment increase 13 percent to $49.4 million compared to the second quarter 2004. A favorable sales mix of both supplies and equipment continued strong across the Company's markets. For the six months, sales in the segment increased 13 percent to $91.5 million compared to the same period last year. Income before taxes increased 23 percent to $5.3 million compared to last year's second quarter, primarily due to increased sales and effective cost controls. For the six months, income before taxes increased 22 percent to $9.0 million compared to last year.

        Sales in the Material Handling - North America Segment, with plastic reusable containers and pallets serving industrial manufacturing, automotive, agriculture, and other end markets, posted an increase of 6 percent to $48.0 million compared to the second quarter of 2004. For the six months, sales increased 10 percent to $105.9 million compared to last year. Income before taxes declined 69 percent to $1.1 million compared to last year's second quarter due to the impact of higher raw material costs, which were partially offset by increased sales volumes, modest gains in selling prices, and lower operating expenses. For the six months, income before taxes was $6.1 million, a decline of 43 percent compared to the same period last year.

        Sales in the Material Handling - Europe Segment were $45.0 million, an increase of 5 percent from the comparable quarter of 2004. For the six months, sales were $89.4 million, an increase of 9 percent compared to a year earlier. Excluding favorable foreign currency translation, primarily the strength of the euro, sales in the segment increased $0.8 million or 2 percent for the quarter and $4.0 million or 5 percent for the six months. Income before taxes increased 242 percent to $2.8 million compared to last year's second quarter, benefiting from lower operating expenses and the acceptance of significant product price increases throughout end markets. For the six months, income before taxes was $3.6 million, an increase of 59 percent compared to the first half of last year.

        In the Automotive and Custom Segment, the Company serves a wide range of OEM automotive, heavy truck, recreational vehicle, tire repair, and other niche markets with a diverse mix of plastic and rubber products. In the second quarter, sales were $49.7 million, an increase of 1 percent compared to the second quarter of 2004. For the six-month period, sales in the segment were $97.7 million, an increase of 19 percent compared to a year earlier. Excluding the acquisition of Michigan Rubber Products and WEK, which occurred March 10, 2004, sales increased $5.1 million or 6 percent for the six months. Income before taxes was $3.3 million, a decrease of 43 percent compared to last year's second quarter. For the six months, income before taxes was $6.5 million, a decrease of 29 percent compared to the same period last year. The slowdown in sales and the decline in income for the second quarter was primarily a factor of soft OEM automotive demand, reflecting the sl owdown in North American auto and passenger truck builds and higher rubber and plastic raw material costs.

        In the Lawn and Garden Segment, the Company produces plastic flowerpots, nursery containers, and decorative planters for grower, nursery, and retail markets. Second quarter sales were $39.6 million, 75 percent above the second quarter of 2004. For the six months, sales were $90.3 million, 67 percent above the same time last year. Excluding last year's acquisition of Pro Cal, which occurred July 7, 2004, sales in the segment increased $1.8 million or 8 percent for the quarter and $7.4 million or 14 percent for the six months. Income before taxes was $2.1 million, in the second quarter, an increase of 23 percent compared to last year's second quarter. For the six months, income before taxes was $8.8 million, an increase of 19 percent compared to the same period last year. Higher raw material costs impacted this segment in the second quarter and

15

Part I - Financial Information

first half, but were offset by strong seasonal sales volumes and higher selling prices.

Liquidity and Capital Resources

        Cash provided by operating activities was $27.5 million for the six months ended June 30, 2005, compared with $30.3 million for the same period in the prior year. The reduction of $2.8 million in cash provided by operating activities for the current year was primarily due to the lower net income reported as the effects of non cash expenses and net working capital changes were approximately the same in both years. During the six months ended June 30, 2005, the Company used $6.3 million for working capital as $12.5 million was provided from the liquidation of inventories built up at yearend to protect against price increases and seasonal inventory reductions which was offset by $17.8 million in cash used to reduce accounts payable and other accrued expenses. During the six months ended June 30, 2005, total debt was reduced $4.3 million to $273.2 million, however, debt as a percentage of total capitalization is 45 percent, a slight increase compared to 44 perce nt at December 31, 2004. At June 30, 2005, the Company had working capital of $157.1 million and a current ratio of 2.4 which represents a slight increase compared to December 31, 2004.

        On June 30, 2005, the Company entered into an amendment of its revolving credit agreement (the Credit Agreement) with a group of banks. The amendment revised the covenant related to maintenance of a maximum leverage ratio, defined as total debt to earnings before interest, taxes, depreciation and amortization. In addition, the amendment increased the Company's limit on annual capital expenditures to $50 million. The Company is in compliance with all of the covenants of the Credit Agreement as amended. At June 30, 2005, the Company had approximately $59 million available under the Credit Agreement.

        Capital expenditures for the six months ended June 30, 2005 were $10.5 million and are expected to be in the range of $20 to $25 million for the full year. Management believes that cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

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

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

         The Company is still voluntarily working with the SEC and the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC"), to complete the investigation with them. If the SEC or OFAC determined that these incidents were unlawful, they could take action against the Company and/or some of its employees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of June 30, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties.

16

Part I - Financial Information

Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

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

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

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

Item 4.     Controls and Procedures

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

         As of the end of the period covered by this report, management, under the supervision of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the disclosure controls and procedures were effective at a level of reasonable assurance to ensure that the information required to be disclosed in the reports we file and submit under the Exchange Act is accumulated and communicated to management and is recorded, processed, summarized and reported in such filings as and when required.

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

        Financial Statement Close Process -- Management determined that it had insufficient controls over the

17

Part I - Financial Information

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

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

        Income Tax Process -- The weaknesses in accounting for income taxes include insufficient controls over accounting for income taxes, including the determination of deferred income tax assets and liabilities, income taxes payable and the provision for income taxes. Specifically, the Company did not have effective controls to: (I) identify and evaluate in a timely manner the tax implication of certain non-routine transactions: (ii) ensure appropriate preparation and review of the provision for income taxes and income taxes payable; (iii) determine the components of deferred income taxes and related assets and liabilities; and (iv) assess the need for valuation allowances on net deferred tax assets.
        The Company has dedicated substantial resources to the review of its internal control processes and procedures. As a result of that review, the Company has taken steps toward remediation of the material weaknesses by: (i) creating and filling the position of Senior Compliance Manager; (ii) creating and filling four new positions of Director of Finance at individual operating units; (iii) establishing a Corporate Compliance Committee; (iv) increasing the size of the internal audit staff from three to five; (v) creating and filling the new position of European Internal Audit Manager and (vi) implementing procedures to strengthen the quarterly closing process.

        As noted above, the Company has taken steps to remediate the material weaknesses. Based on those actions and the changes made in the Company's business segment reporting, management believes that the weaknesses related to disclosure controls, which were deemed to be ineffective at December 31, 2004, have been remediated. However, because we have not fully tested all of the changes related to internal controls over financial reporting initiated in the current year, our Chief Executive Officer and Chief Financial Officer have concluded that the internal controls over financial reporting were not effective as of June 30, 2005.

Changes in Internal Control over Financial Reporting

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

18
Part II - Other Information

Myers Industries, Inc.

Item 1.     Legal Proceedings

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

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

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

Item 4.     Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders was held on April 20, 2005, and the following matters were voted on at that meeting.
1.	At the meeting, eight Directors were elected. The results of this voting are as follows:
Name of Director			Votes for		Votes Withheld
Keith A. Brown		30,264,004		2,163,666
Karl S. Hay		31,437,241		990,429
Richard P. Johnston		31,493,859		933,810
Michael Kane		31,512,624		915,046
Edward Kissel		31,542,646		885,023
Stephen E. Myers		32,364,909		62,760
Richard Osborne		31,511,366		916,304
Jon H. Outcalt		31,470,006		957,663

Item 5.     Other Information.

Item 6.     Exhibits
            (a)  Exhibits

Exhibit Index

3(a)	Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.
3(b)	Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit (3)(b) to Form 10-K filed with the Commission on March 26, 2003.
10(a)	Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.
10(b)	Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.*
10(c)	Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*
10(d)	Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 19, 2004.
10(e)	Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
10(f)	Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 6, 2003.*
10(g)	Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*
10(h)	Employment Agreement between Myers Industries, Inc. and John C. Orr effective May 1, 2005.*
10(i)	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*
10(j)	Description of the terms of employment between Myers Industries, Inc. and Kevin C. O'Neil. Reference is made to Exhibit 10(q) to Form 10-K filed with the Commission on March 16, 2005.*
10(k)	Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005.*
10(l)	Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) to Form 10-K filed with the Commission on March 16, 2005.*
10(m)	Second Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, N.A., Agent dated as of June 30, 2005. Reference is made to Exhibit 10(n) to Form 8-K filed with the Commission on July 5, 2005.
10(n)	First Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent, dated as of June 18, 2004. Reference is made to Exhibit 10(q) to Form 10-Q filed with the Commission on August 6, 2004.
10(o)	Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of (i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.
10(p)	Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement. Reference is made to Exhibit 10(v) to Form 10-K filed with the Commission on March 16, 2005.*
14(a)	Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005.
14(b)	Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K filed with the Commission on March 16, 2005.
31.1	Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
31.2	Certification of Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
32	Certifications of John C. Orr Myers, President and Chief Executive Officer, and Gregory J. Stodnick, Vice President--Finance (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

______________
* Indicates executive compensation plan or arrangement.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
		MYERS INDUSTRIES, INC.
Date:	August 9, 2005	By:	/s/ Gregory J. Stodnick
			Gregory J. Stodnick
			Vice President-Finance and Chief
			Financial Officer (Duly Authorized
			Officer and Principal Financial
			And Accounting Officer)

Exhibit 31.1

Certification Per Section 302 of the Sarbanes-Oxley Act of 2003

       I, John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 9, 2005	/s/ John C. Orr
	John C. Orr, President and Chief Executive Officer

Exhibit 31.2

Certification Per Section 302 of the Sarbanes-Oxley Act of 2003

       I, Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer of Myers Industries, Inc., certify that:
        1. I have reviewed this quarterly report on Form 10-Q of Myers Industries, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: August 9, 2005	/s/ Gregory J. Stodnick
	Gregory J Stodnick, Vice President-Finance and Chief Financial Officer

Exhibit 32

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

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

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

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

/s/ John C. Orr

John C. Orr, President and Chief Executive Officer

Dated: August 9, 2005

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

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

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

/s/ Gregory J. Stodnick

Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer

Dated: August 9, 2005

EX-10

KSK3530.DOC;1

EX-10

RETIREMENT AND SEPARATION AGREEMENT

          THIS RETIREMENT AND SEPARATION AGREEMENT (this "Agreement"), is made, entered into and effective as of May 1, 2005 (the "Retirement Date"), by and between MYERS INDUSTRIES, INC. (the "Company"), located at 1293 South Main Street, Akron, Ohio 44301 and STEPHEN E. MYERS ("Myers"), residing at 53 Aurora Street, Hudson, Ohio 44236.

WITNESSETH:

          WHEREAS, prior to the Retirement Date, Myers was the Chairman ("Company Chair") and Chief Executive Officer ("CEO") of the Company;

          WHEREAS, on the Retirement Date, Myers resigned and retired as CEO and Company Chair and from any and all offices of the Company, as well as any other position, office or directorship of any other entity for which Myers was serving;

          WHEREAS, on the Retirement Date, Myers was appointed as Chair ("Chairman") of the Company's Board of Directors (the "Board");

          WHEREAS, the Company accepts Myers' resignations and retirement as of the dates referenced above;

          WHEREAS, the Company and Myers desire to set forth the payments and benefits that Myers will be entitled to receive from the Company in connection with his resignations and retirement and with the eventual cessation of his employment with the Company; and

          WHEREAS, the Company and Myers wish to resolve, settle and/or compromise certain matters, claims and issues between them, including, without limitation, Myers' resignation from the offices he held and eventually, on the Termination Date (as hereinafter defined) from his employment with the Company.

          NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Company and Myers hereby agree as follows:

          1.  Resignation and Retirement. Myers hereby acknowledges and confirms his resignation, effective on the Retirement Date, from his position as CEO and Company Chair. Myers further resigns, effective on the Retirement Date: (a) from all other offices of the Company to which he has been elected by the Board of Directors of the Company (or to which he has otherwise been appointed), (b) from all offices of any entity that is a subsidiary of, or is otherwise related to or affiliated with, the Company, (c) from all administrative, fiduciary or other positions he may hold with respect to arrangements or plans for, of or relating to the Company, and (d) from any other directorship, office, or position of any corporation, partnership, joint venture, trust or other enterprise (each, an "Other Entity") insofar as Myers is serving in the directorship, office, or position of the Other Entity at the request of the Compan y. Myers also agrees that, effective May 1, 2009 (the "Termination Date"), he shall resign as an employee of the Company and as Chairman, in the event he still holds that office. Notwithstanding anything to the contrary in this Agreement, nothing contained herein shall (a) impact Myers' term as Chairman, to which he was appointed by the Board on the Retirement Date and which shall be governed in accordance with the Company's code of regulations and charter documents; (b) waive any of Myers' rights, or limit or restrict in any manner the exercise of any of Myers' rights as a shareholder of the Company under Ohio law, the Company's articles of incorporation or code of regulations; or (c) limit or restrict in any manner the exercise of Myers' rights or the discharge of his fiduciary obligations as a director of the Company. The Company hereby consents to and accepts the resignations and retirement referenced in this Paragraph 1.

          2.  Chairman. After the Retirement Date, Myers shall serve as Chairman in accordance with his appointment on the Retirement Date, and the Company's code of regulations and charter documents. Consistent with its code of regulations and charter documents, as well as its corporate governance policies, and without in any way impairing the proper exercise of all applicable fiduciary duties by the Board, the Company agrees that the Nominating Committee of the Board of Directors (or any successor to such committee) will consider inclusion of Myers in the Board's slate of nominees for election as a director at each annual meeting held during the term of this Agreement. For so long as he serves as Chairman, Myers shall exercise all of the usual duties of the chairman of a board of directors contemplated by Ohio law and/or the Company's code of regulations or charter documents, including, without limitation, presiding over meetin gs of the Board. Myers acknowledges and agrees that, while serving as Chairman, he shall not hold himself out to any party as (a) being an officer or executive of the Company; (b) having authority to bind, or otherwise act on behalf of, the Company; or (c) having authority to direct the activities of Company employees; provided, however, that Myers may undertake any activities specifically assigned to him by the Company's CEO pursuant to Paragraph 11.

          3.  Term. This Agreement shall commence on the Retirement Date and terminate on the Termination Date.

          4.  Additional Compensation and Benefits. In consideration of the promises made by Myers in this Agreement and subject to the conditions hereof, the Company agrees to the following:

                a.  Continued Compensation. During the period beginning on the Retirement Date and continuing until the Termination Date (the "Severance Period"), Myers will continue as a non-executive, non-officer, non-policymaking employee of the Company, at an annual salary of $60,000. In addition, Myers shall receive payments in an annual amount of $220,000 as consideration for his obligations under Paragraph 5, and $220,000 for his obligation under Paragraphs 6, 7, and 8. All of the payments under this Paragraph 4.a shall be made in accordance with the Company's normal payroll practices and subject to applicable payroll tax deductions. Myers acknowledges and agrees that he shall not receive any additional compensation beyond that provided in this Paragraph 4 for his services to the Company, including without limitation, his service as Chairman.

                b.  Deferred Compensation. Any amounts held for and on behalf of Myers under any deferred compensation plan shall be distributed according to the terms and conditions of any such plan and shall be based on the termination of his employment as of the Termination Date. Any amounts paid hereunder shall be subject to applicable payroll tax deductions.

                c.  Annual Bonus Plan. Myers shall be eligible to receive any unpaid bonuses for years prior to 2005. Myers shall not be eligible for annual bonus participation after the 2004 bonus period. Any amounts paid hereunder shall be subject to applicable payroll tax deductions.

                d.  Supplemental Executive Retirement Plan. Myers shall be deemed to be fully vested under the Company's Supplemental Executive Retirement Plan ("SERP") as of his Retirement Date, in accordance with the terms of the SERP, which provide for payment of benefits commencing as of the Termination Date. If, and to the extent that, the benefits payable under the terms of the Company's SERP are enhanced in any material, generally applicable way during the term of this Agreement, such changes shall be applied to Myers' SERP benefits; provided, however, that nothing contained in this Agreement ensures that the actual amount of Myers' SERP benefit shall be equal or greater to the benefit provided any other specific participant. Any amounts paid hereunder shall be subject to applicable payroll tax deductions.

                e.  Stock Options. After the Retirement Date, Myers shall be granted stock options under the Company's 1999 Stock Option Plan (or such later plan as may be adopted by the Company) equivalent to the amounts and terms of the options granted to other, non-employee members of the Board under any stock option plan for members of the Board. Upon execution of this Agreement, the Company will grant Myers options for 2,500 shares in respect of fiscal year 2005 in accordance with the Company's 1999 Stock Option Plan.

                f.  Medical Coverage. During the Severance Period, the Company will ensure that coverage under the Company's health care plan comparable to that provided to the Company's employees (including any dental and prescription coverage) is available to Myers and his dependents, at the Company's expense, with Myers contributing toward such expense as per similarly situated employees. Should the Company's health care plan deny or limit Myers' or any of his dependents' coverage due to a pre-existing condition, the Company will reimburse Myers for the cost of any supplemental insurance needed specifically to cover that pre-existing condition for up to one (1) year from his enrollment date, at which time the exclusion imposed by the Company's health care plan should be eliminated under the Health Insurance Portability and Accountability Act ("HIPAA"). After the Termination Date, for a period of e ighteen (18) months, Myers may continue his participation in the Company's employee health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA") with such coverage then in effect, whether individual or family, and the Company shall reimburse Myers for the cost of such COBRA coverage. From the date that Myers' COBRA coverage terminates until the date that he reaches age 75, Myers' shall be entitled to reimbursement for any private supplemental health care coverage that he obtains up to a maximum of the then-current cost of COBRA coverage under the Company's health care plan. In addition, from the date that her COBRA coverage terminates until she reaches age sixty-five (65), the Company shall reimburse Myers' wife, Celeste Myers, for the cost of any private health care coverage that she obtains up to a maximum of the then-current cost of COBRA coverage under the Company's health care plan; provided that so long as Celeste Myers takes all steps necessary to ens ure that there is no gap in time in her enrollment in a health care plan and that she qualifies as a HIPAA-eligible individual, then in the event a pre-existing condition exclusion is applied by the private health care insurance plan in which Celeste Myers enrolls after the date her COBRA coverage under the Company's health care plan terminates, then the Company shall provide coverage with respect to such condition at a cost to Celeste Myers that is no greater than the maximum premium that may be charged for a standard policy required to be issued by an Ohio insurer to a HIPAA-eligible person until such time as the pre-existing condition exclusion ends.

                g.  Life, Disability and Long-Term Care Coverage. During the Severance Period, the Company will provide Myers with coverage under the Company's group life and disability insurance plans comparable to that provided to employees of the Company. In addition, the Company will take such action as may be necessary to cause Myers to continue to participate in the Company's group long-term care insurance. Myers will be solely responsible for payment of any participant contributions required in connection with his election of coverage in the group life, disability or long-term care insurance plans.

                h.  Motor Vehicle. Within 30 days of the Retirement Date, the Company shall take any steps necessary to transfer to Myers free and clear title to the Company-owned vehicle that he used as of the Retirement Date. During the Severance Period, the Company shall continue to provide Myers with coverage under its emergency travel assistance services program comparable to that provided to employees of the Company.

                i.  Office Space. During the Severance Period, Myers shall be entitled to maintain his current office at the Company; provided, however, that in the event that the Board determines that it is in the best interest of the Company for Myers to vacate the office at the Company premises then the Board may require Myers to do so.

                j.  Professional Fees. The Company agrees to reimburse Myers for his reasonable legal fees and costs (and related disbursements) associated with the negotiation of this Agreement and incurred from April 15, 2005 until the execution of this Agreement.

                k.  Retirement, 401(k), and Profit-Sharing Plans. Myers' post-Termination Date eligibility for benefits, if any, as a past employee of the Company under any of the Company's retirement, 401(k), or profit-sharing plans for Company employees shall be as set forth in the respective plan documents and shall be based on the termination of his employment as of the Termination Date.

                l.  Business Expenses. At the Retirement Date, Myers will promptly pay any balance due on any Company credit card or other account used by him for Company business. The Company will promptly reimburse Myers for any pending, reasonable business-related credit card charge for which Myers has not already been reimbursed, provided that Myers submits usual and customary supporting documentation for such expenses. Myers shall continue to be entitled to reimbursement for business expenses incurred subsequent to the Retirement Date in connection with the performance of his duties under this Agreement, subject to preapproval of the relevant duty and expenses by the CEO.

                m.  Other Compensation and Benefits. Except as specifically set forth herein, no other compensation or benefits are due Myers.

                n.  No Effect on Rights to Indemnity. Nothing contained in this Agreement shall be deemed to constitute a waiver or modification of (a) Mr. Myers' rights to indemnification or advancement of expenses under Section 1701.13 of the Ohio Revised Code or applicable provisions of the Company's articles of incorporation and code of regulations, or under the terms of any indemnity agreement; or (b) Mr. Myers' rights to coverage under the terms of any director and officer liability insurance policy or self-insurance maintained by the Company for the benefit of its directors and officers.

          5.  Non-Competition.

                a.  During the Severance Period and for a period of one (1) year after the Termination Date (the "Non-Competition Period"), Myers shall not, directly or indirectly, do or suffer to be done any of the following: own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is in competition with the Company's business; provided, however, that the ownership of not more than one percent of any class of publicly-traded securities of any entity shall not be deemed a violation of this Paragraph 5. For purposes of this Agreement, the "Company's business" shall mean any business in which the Company actively en gages now or until the end of the Severance Period, and any business in which the Company has actively engaged in the two (2) year period prior to the date hereof.

                b.  If Myers becomes aware of a business or employment opportunity he wishes to pursue during the Non-Competition Period and questions whether that activity may be prohibited by this Paragraph 5, Myers may request a written assurance from the Company that his pursuit of that opportunity is not considered a violation of his obligations hereunder. The Company shall seriously consider such a request and shall not unreasonably withhold any written assurance requested by Myers.

                c.  In the event Myers shall violate any provision of this Paragraph 5 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. The foregoing shall in no way limit the Company's rights under Paragraph 10 of this Agreement.

                d.  Myers has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 5 and this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Myers, would not operate as a bar to Myers' sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to Myers. Myers further acknowledges that his obligations in this Paragraph 5 are made in consideration of, and are adequately supported by the payments by the Company to Myers described herein.

          6.  No Solicitation of Employees. Myers agrees that during the Non-Competition Period he will not: (i) employ or assist in employing in a business outside of the Company's business any person who is, or has been in the 12 month period prior to such individual's association with Myers an employee, officer or agent of the Company, or any of its affiliated, related or subsidiary entities, unless such employee was involuntarily terminated by the Company; or (ii) induce any person who is an employee, officer or agent of the Company, or any of its affiliated, related, or subsidiary entities to terminate such relationship.

          7.  Release by Myers.

                a.  Myers for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, and forever discharges the Company from, and agrees to indemnify the Company against, any and all arbitrations, claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Myers now has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to the obligations of the Company arising under this Agreement), against the Company ("Claims"), including but not limited to:

                       (i)    any and all Claims, directly or indirectly, arising out of or relating to: (A) Myers' employment with the Company; or (B) Myers' resignation as CEO and Company Chair, or any other position described in Paragraph 1 of this Agreement.

                       (ii)   any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or disability, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993 and Ohio Revised Code Chapter 4112;

                       (iii)  any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; and

                       (iv)   any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Paragraph 4 above.

                b.  Notwithstanding anything to the contrary in this Agreement, Myers understands and acknowledges that the Company's obligation to provide the final installment of the $220,000 annual payment provided in Paragraph 4.a as consideration for his obligation under Paragraphs 6, 7, and 8 is contingent upon Myers' execution of a mutually-agreeable form of release on or about the Termination Date, releasing any and all Claims, directly or indirectly, arising out of or relating to his resignation of employment and as Chairman as of the Termination Date.

                c.  Myers understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided under this Agreement is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Myers ever had or now may have or ever will have against the Company to the extent provided in this Paragraph 7. Myers further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in this Agreement.

                d.  Myers further understands and acknowledges that:

                       (i)    The release provided for in this Paragraph 7, including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled;

                       (ii)   He has had an opportunity to consult with legal counsel prior to executing this Agreement and the release provided for in this Paragraph 7, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound;

                       (iii)  He has been given a period of twenty-one days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution and that he may use as much of the twenty-one day period as he desires; and

                       (iv)   He may, within seven days after execution, revoke this Agreement. Revocation shall be made by delivering a written notice of revocation to the Vice President, General Counsel & Secretary at the Company. For such revocation to be effective, written notice must be actually received by the Vice President, General Counsel & Secretary at the Company no later than the close of business on the seventh day after Myers executes this Agreement. If Myers does exercise his right to revoke this Agreement, all of the terms and conditions of the Agreement shall be of no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Myers as set forth in Paragraph 4 of this Agreement.

                e.  Myers will never file a lawsuit or other complaint asserting any claim that is released in this Paragraph 7. In the event Myers breaches this Paragraph 7.e, he agrees to indemnify the Company against any costs or expenses, including attorney fees, that the Company may incur in connection with such breach.

                f.  Myers and the Company acknowledge that his resignation is by mutual agreement between the Company and Myers, and that Myers waives and releases any claim that he has or may have to reemployment.

                g.  For purposes of the above provisions of this Paragraph 7, the "Company" shall include its predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel.

          8.  Confidential Information.

                a.  Myers acknowledges and agrees that in the performance of his duties as an officer and employee of the Company, he was or may be brought into frequent contact with, had or may have access to, and/or became or may become informed of confidential and proprietary information of the Company and/or information that is a competitive asset of the Company (collectively, "Confidential Information") and the disclosure of which would be harmful to the interests of the Company or its subsidiaries. Confidential Information shall include, without limitation: (i) customer and distributor information such as names, addresses, sales histories, purchasing habits, credit status, pricing levels, etc., (ii) certain prospective customer and distributor information lists, etc., (iii) product and systems specifications, schematics, designs, concepts for new or improved products and services and other products and services data, (iv) product and material costs, (v) suppliers' and prospective suppliers' names, addresses and contracts, (vi) future corporate planning data, (vii) production methods and equipment, (viii) marketing strategies, (ix) the Company's financial results and business condition, (x) any of the foregoing which belong to any other person or company but to which Myers has had access by reason of his employment with the Company, and (xi) any other information which constitutes a "trade secret" under federal or state law. Such Confidential Information is more fully described in Subparagraph 8.b. Myers acknowledges that the Confidential Information of the Company gained by Myers during his association with the Company was developed by and/or for the Company through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company.

                b.  Myers will keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Confidential Information of the Company without limitation as to when or how Myers may have acquired such Confidential Information. Myers specifically acknowledges that Confidential Information includes any and all information, whether reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form), or maintained in the mind or memory of Myers and whether compiled or created by the Company, which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, that reasonable efforts have been put forth by the Company to maintain th e secrecy of confidential or proprietary or trade secret information, that such information is and will remain the sole property of the Company, and that any retention or use by Myers of confidential or proprietary or trade secret information after the termination of Myers' employment with, and performance of services for, the Company shall constitute a misappropriation of the Company's Confidential Information.

                c.  At the conclusion of the Severance Period, Myers will immediately return to the Company (to the extent he has not already returned), equipment, software, electronic files, computers, including any laptop, in good condition, all property of the Company, including, without limitation, property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to Confidential Information of the Company.

                d.  Myers further acknowledges that his obligation of confidentiality shall survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto, until and unless such Confidential Information of the Company shall have become, through no fault of Myers generally known to the public or Myers is required by law (after providing the Company with notice and opportunity to contest such requirement) to make disclosure. Myers' obligations under this Paragraph 8 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which Myers may have to the Company under general legal or equitable principles or statutes.

          9.  Disclosure. From the date of this Agreement through the end of the Non-Competition Period, Myers will inform any person, firm, association, or corporation other than the Company which he intends to be employed by, associated in business with, or represent of the fact that he is subject to certain non-competition and confidentiality obligations under this Agreement, a copy of which has been filed with the Securities and Exchange Commission and is publicly available.

          10. Breach; Arbitration.

                a.  If Myers breaches any of the provisions of this Agreement, then the Company may immediately terminate all remaining payments and benefits described in this Agreement, plus any expenses and damages incurred as a result of the breach (including, without limitation, reasonable attorneys' fees), with the remainder of this Agreement, and all promises and covenants herein, remaining in full force and effect.

                       (i)    The Company will not terminate pursuant to Paragraph 10.a any benefits in which Myers had vested as of the Retirement Date under the Retirement Plans. Myers' COBRA rights, if any, will not be reduced by any action taken by the Company under Paragraph 10.a.

                       (ii)   Myers may challenge any Company action under Paragraph 10.a.

                b.  The parties agree that either party may seek to resolve any disputes, controversies, or claims of whatever nature arising out of or relating to this Agreement or breach thereof through non-binding arbitration before a mutually agreeable arbitrator or arbitrators. In the alternative, either party may forego arbitration and elect to file a lawsuit in first instance to resolve any such disputes. All litigated disputes shall be decided in a court of general jurisdiction in the State of Ohio, and the parties hereby consent to the exclusive jurisdiction of such court. In addition, Myers acknowledges and agrees that the remedy at law available to the Company for breach by Myers of any of his obligations under Paragraphs 5, 6, and 8 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordi ngly, Myers acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of Myers' violation of any provision of Paragraphs 5, 6, and 8 of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

          11. Continued Availability and Cooperation.

                a.  Myers shall cooperate fully with the Company and with the Company's counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of Myers' employment by the Company. This cooperation by Myers shall include, but not be limited to:

                       (i)    making himself reasonably available for interviews and discussions with the Company's counsel as well as for depositions and trial testimony;

                       (ii)   if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company or the Company's counsel reasonably requests;

                       (iii)  refraining from impeding in any way the Company's prosecution or defense of such litigation or administrative proceeding; and

                       (iv)   cooperating fully in the development and presentation of the Company's prosecution or defense of such litigation or administrative proceeding.

                b.  Myers shall be reimbursed by the Company for reasonable travel, lodging, telephone and similar expenses incurred in connection with such cooperation, which the Company shall reasonably endeavor to schedule at times not conflicting with the reasonable requirements of any employer of Myers, or with the requirements of any third party with whom Myers has a business relationship permitted hereunder that provides remuneration to Myers. Myers shall not unreasonably withhold his availability for such cooperation, and the Company shall use its best efforts to provide Myers with reasonable advance notice of any matter with respect to which his assistance is to be sought.

                c.  Upon the Retirement Date, Myers will update the Company as to the status of all pending matters for which he was responsible or otherwise involved. During the Severance Period, Myers will perform such services and provide such consultations as the Company shall reasonably and specifically request, and shall not do so if not so requested. This Agreement shall not be construed to prohibit Myers from engaging in any other employment or any other trade or business activity that is not in violation of his obligations hereunder.

                d.  The Company agrees to release Myers and indemnify and hold him harmless against all liability or loss, and against all claims or actions, arising from or connected with his past activities as an employee of the Company, including but not limited to those claims or actions based upon or arising out of negligent or wrongful acts to persons or property and the defense of any such claims or actions. Notwithstanding the foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend Myers for any conduct by Myers that is intentional or willful or that has arisen from a violation of any statutory prohibition unless such conduct was specifically requested by the Company. Myers warrants that he has disclosed to the Company all claims and circumstances and potential claims and circumstances that may exist or could reasonably be brought against him concerning his past activities as an employee. The Company will never file a lawsuit or other complaint asserting any claim that is released by this Paragraph 11.d. In the event that the Company breaches this Paragraph 11.d, it agrees to indemnify Myers against any costs or expenses, including attorneys fees, that he may incur in connection with such breach.

          12. Successors and Binding Agreement.

                a.  This Agreement shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including, without limitation, any persons acquiring, directly or indirectly, all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization, or otherwise (and such successor shall thereafter be deemed included in the definition of "the Company" for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.

                b.  This Agreement shall inure to the benefit of and be enforceable by Myers' personal or legal representatives, executors, administrators, successors, heirs, distributees, and/or legatees.

                c.  Should Myers become incapacitated or die during the Severance Period, his heirs nonetheless shall receive the $500,000 total "Continued Compensation" provided for in Paragraph 4.a hereof per year through the Termination Date. Such monies shall be afforded Myers' heirs in recognition of Myer's past service and contributions to the Company. For purposes of this Paragraph, "incapacitated" shall mean Myers becoming substantially limited in any major life function(s) rendering him unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation. The entitlements of Myers' heirs to all other benefits provided for under this Agreement shall be governed by Plan documents and/or applicable law, but for health insurance benefit entitlements, which are set forth at Paragraph 4.f of this Agreement. This Paragraph shall prevail over any inconsist encies with any other provisions or interpretations of this Agreement.

                d.  This Agreement is intended to be for the exclusive benefit of the parties hereto, and except as provided in Subparagraph (a), (b) and (c) of this Paragraph 12, no third party shall have any rights hereunder. This Agreement is personal in nature and neither of the parties shall, without the consent of the other parties, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Subparagraphs (a) and (b) of this Paragraph 12.

          13. Non-Disclosure; Statements to Third Parties. Myers and the Company hereby agree not: (i) to make any comment to others concerning the status, plans or prospects of the business of the Company that contains material non-public information, unless such disclosure is required by law or securities regulation, or sanctioned by a valid and enforceable confidentiality agreement executed by the Company; or (ii) to engage in any act or omission that would in either case subject the Company to public disrespect, scandal or ridicule or have a material adverse effect on its business, results of operation or financial condition. For purposes of this Paragraph 13, the "Company" shall mean Myers Industries, Inc. and its directors, officers, predecessors, parents, subsidiaries, divisions, and related or affiliated companies.

          14. Non-Disparagement. Myers and the Company each agrees that, during the term of this Agreement, they each shall not make any voluntary statements or cause or encourage others to make such statements, that defame or disparage in any way the personal and/or business reputation, practices, or conduct of any person with respect to any of the events or decisions associated with Myers' resignation.

          15. Notices. For all purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered, addressed to the Company (to the attention of the CEO and the General Counsel) at its principal executive offices and to Myers at his principal residence, 53 Aurora Street, Hudson, Ohio 44236, or to such other address as any party may have furnished to the other in writing and in accordance herewith. Notices of change of address shall be effective only upon receipt.

          16. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by Myers and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by any of the parties that are not set forth expressly in this Agreement and every one of them (if, in fact, there have been any) is hereby terminated without liability or any other legal effect whatsoever.

          17. Entire Agreement. This Agreement shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and shall supersede all prior verbal or written agreements, covenants, communications, understandings, commitments, representations or warranties, whether oral or written, by any party hereto or any of its representatives pertaining to such subject matter.

          18. Governing Law. Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and under the laws of the State of Ohio.

          19. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall nevertheless remain in full force and effect.

          20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

          21. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not part of this Agreement and shall not be used in construing it.

          22. Further Assurances. Each party hereto shall execute such additional documents, and do such additional things, as may reasonably be requested by the other party to effectuate the purposes and provisions of this Agreement.

          IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first set forth above.

			MYERS INDUSTRIES, INC.
		By:	/s/ John C. Orr
			John C. Orr
			President and Chief Executive Officer
		Date:	June 22, 2005
Witness:	/s/ Kevin C. O'Neil		/s/ Stephen E. Myers
			Stephen E. Myers
		Date:	June 22, 2005
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