SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

COMMISSION FILE NUMBER 001-08524

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

              OHIO                                         34-0778636
(State or other jurisdiction of               (IRS Employer Identification Number)
 incorporation or organization)

1293 S. MAIN STREET, AKRON, OHIO               44301                         (330) 253-5592
 (Address of Principal Executive            (Zip Code)                     (Telephone Number)
            Offices)

Securities Registered Pursuant to                     Name of Each Exchange
    Section 12(b) of the Act:                          on which registered:
 COMMON STOCK, WITHOUT PAR VALUE                     NEW YORK STOCK EXCHANGE
         (Title of Class)

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

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

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

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

State the aggregate market value of the voting and non-voting common equity stock held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of the last business day of the registrant's most recently completed second fiscal quarter, being as of June 30, 2004: $381,983,989. Indicate the number of shares outstanding of registrant's common stock as of January 31, 2005:
34,661,245 Shares of Common Stock, without par value.




DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of Registrant's Notice of 2005 Annual Meeting and Proxy Statement, dated March 18, 2005, in Part III (Items 10, 11, 12 and 13)

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

PART/ITEM                        FORM 10-K HEADING                          REFERENCE MATERIAL
---------                        -----------------                          ------------------
 III/10     Directors and Executive Officers of the Registrant..........  Proxy Statement(1)
                                                                            pages 4 through 9
                                                                            and page 10
 III/11     Executive Compensation......................................  Proxy Statement
                                                                            pages 10 through 13
 III/12     Security Ownership of Certain Beneficial Owners and           Proxy Statement
            Management..................................................    pages 4 through 6,
                                                                            page 14 and page 20


(1) Registrant's Notice of 2005 Annual Meeting of Shareholders and Proxy Statement

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this report concerning the Company's goals, strategies, and expectations for business and financial results may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current indicators and expectations. Whenever a statement is made that is not a statement of historical fact (indicated by words such as "believes," "expects," "anticipates," and other similar expressions), readers must remember that the Company's expectations may not be correct, even though the Company believes they are reasonable. Myers Industries does not guarantee that the transactions and events described will happen as described (or that they will happen at all)

Investors and others should read this report with the understanding that actual future results may be materially different from those which are anticipated. Many of the factors that will determine these results are beyond the Company's ability to control or predict. Readers are cautioned not to put undue reliance on any forward-looking statement. Myers Industries does not intend, and undertakes no obligation, to update these forward-looking statements.

Risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements include, but are not limited to:

(1) Fluctuations in product demand and market acceptance

(2) Uncertainties associated with the general economic conditions in our domestic and international markets

(3) Foreign currency risks

(4) Interest rate fluctuations

(5) Increased competition in our markets

(6) Changes in seasonality

(7) Our ability to make successful acquisitions

(8) Difficulties in manufacturing operations

(9) Our degree of leverage and uncertainties associated with servicing our debt

(10) Raw material availability

(11) Fluctuations in raw material costs

(12) Changes in laws or regulations and approvals and decisions of courts, regulators, and governmental bodies


PART I

ITEM 1. BUSINESS

(A) GENERAL DEVELOPMENT OF BUSINESS

Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets. We are an international leader in reusable plastic containers and North America's leading manufacturer of plastic horticultural pots, trays, and flower planters. Other principal product lines include plastic storage and organization containers, plastic storage tanks, plastic and rubber OEM parts, rubber tire repair products, and custom plastic and rubber products.

The Company is also the largest wholesale distributor of tools, equipment, and supplies for the tire, wheel, and undervehicle service industry in the United States. Our distribution products range from tire balancers and alignment systems to valve caps and other consumable service supplies.

Myers Industries serves customers around the world, and the Company's products and related services provide a wide range of performance benefits to customers in diverse niche markets. Benefits include: increasing productivity, lowering material handling costs, improving product quality, reducing labor costs, shortening assembly times, eliminating solid waste, and increasing profitability.

Founded in Akron, Ohio, in 1933, what is today Myers Industries grew from the vision of two brothers, Louis and Meyer Myers, and a partnership based on a $620 loan, some tire repair merchandise, and a used truck. The business was named "Myers Tire Supply" and it serviced tire dealers and retreaders by distributing tools and supplies needed to grow their businesses. The Company expanded into manufacturing operations in the post-war 1940's and was renamed Myers Industries, Inc. in 1963. Since then, the Company has grown from a small storefront to an international manufacturing and distribution business.

Still headquartered in Akron, Ohio, Myers Industries encompasses: 31 manufacturing facilities in North America and Europe, 39 domestic and five international distribution branches, more than 20,000 products, and more than 5,300 employees. The Company went public in 1971, and the stock is traded today on the New York Stock Exchange under the symbol MYE.

Myers Industries' business strategy is based on a focused approach for long-term growth: 1) Concentrate on markets where our products and expertise create profit opportunities for our customers and ourselves; 2) Achieve leadership in key product areas through breadth of offering, consistent quality, and superior customer service; 3) Drive internal growth with new products, line extensions, and new technology; 4) Leverage brand equity and capabilities to increase business with existing customers and cultivate new ones; 5) Acquire complementary businesses with potential for long-term growth; and 6) Respond to opportunities that present themselves and work to protect that which has been gained.

(B) FINANCIAL INFORMATION ABOUT SEGMENTS

The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report.

(C) DESCRIPTION OF BUSINESS

The Company conducts its business activities in five segments, including four manufacturing and one related to distribution. The four manufacturing segments consist of: Material Handling -- North America; Material Handling -- Europe; Automotive and Custom; and Lawn and Garden. For the fiscal year ended December 31, 2004, the percentage contribution from each segment to the Company's total net sales of $803.1 million was: Material Handling -- North America, 24 percent; Material Handling -- Europe, 20 percent; Automotive and Custom, 21 percent; Lawn and Garden, 14 percent and Distribution 21 percent.

In our manufacturing segments, we design, manufacture, and market a variety of plastic and rubber products. These range from plastic reusable material handling containers and small parts storage bins to plastic

1

horticultural pots and hanging baskets, decorative planters, plastic and rubber OEM parts, tire repair materials, and custom plastic and rubber products.

Our Distribution Segment is engaged in the distribution of tools, equipment, and supplies used for tire, wheel, and automotive underbody repair on passenger, heavy truck, and off-road vehicles.

OUR MANUFACTURING SEGMENTS

In our manufacturing segments, we engineer, produce and sell more than 12,000 products. We have 24 manufacturing facilities in the United States, six in Western Europe and one in Canada. Our manufactured plastic and rubber products are sold nationally and internationally by a direct sales force and through independent sales representatives.

KEY MANUFACTURED PRODUCT AREAS

- Plastic Reusable Material Handling Containers and Pallets
- Plastic Storage and Organization Products
- Plastic and Metal Material Handling Carts
- Plastic Horticultural Pots, Trays and Hanging Baskets
- Decorative Resin Flower Planters
- Plastic Storage Tanks
- Rubber and Plastic Original Equipment and Replacement Parts
- Tire Repair and Retreading Products
- Custom Plastic and Rubber Products

PRODUCT BRANDS

- Akro-Mils
- Allibert-Buckhorn
- Ameri-Kart
- Buckhorn
- Buckhorn Rubber
- Dillen
- Listo
- Michigan Rubber
- Patch Rubber
- Pro Cal
- raaco - WEK

MANUFACTURING CAPABILITIES

- Product Design and Engineering
- Prototyping and Testing
- Materials Formulation
- Plastic and Rubber Injection Molding
- Structural Foam Molding
- Rotational Molding
- Vacuum Forming
- Winding Extrusion
- Blow Molding
- Compression and Transfer Molding
- Rubber Compounding, Calendering and Extrusion
- Rubber-to-Metal Bonding
- Rubber-to-Plastic Bonding
- Metal Forming
- Powder Coating

2

REPRESENTATIVE MARKETS

- Agriculture
- Automotive
- Commercial
- Consumer
- Food Processing and Distribution
- General Manufacturing/Industrial
- Healthcare
- Horticulture
- Off-Road Construction/Agriculture Vehicle
- Recreational Marine
- Recreational Vehicle
- Road Construction
- Tire Repair/Retread
- Telecommunications
- Transportation/Heavy Truck
- Waste Collection
- Water Piping/Water Control

Material Handling -- North America & Europe Segments Overview

Myers Industries' largest product area is plastic reusable material handling containers and pallets for markets such as automotive, appliance, general manufacturing, distribution, agriculture, retail, and food processing. In closed loop supply chains, reusable containers and pallets replace single-use cardboard boxes and easily damaged wooden pallets to help customers lower operating costs by improving product protection, reducing freight costs, and eliminating solid waste and disposal costs. The product selection, manufacturing processes, markets, and applications are similar for both the North American and European segments of our business, and we are one of few manufacturers positioned to supply reusable packaging/material handling product solutions to customers worldwide.

Injection molding produces hand-held containers and totes in a wide range of sizes and styles. These products stack and nest for efficient space usage and are versatile and strong enough to haul more than 100 lbs. of metal parts or protect delicate fruit against costly damage while in transit from harvesting to processing.

The injection-structural foam molding process produces bulk containers that perform heavy-duty tasks, whether distributing seed products, carrying large automotive components, or shipping liquids across long distances. These containers range in size from footprints of 32 inches by 30 inches to 70 inches by 48 inches; heights up to 65 inches; and weight capacity up to 3,000 pounds. Bulk containers are compatible with forklifts and pallet jacks for easy handling. Many of the containers collapse to a third of their size for space-saving stacking, storage, and return transport. Myers manufactures the most comprehensive range of collapsible and rigid bulk transport containers in the worldwide material handling industry.

We use a wide range of molding processes to make distribution pallets in sizes and styles to fit most any transport need. Many pallets interwork with our hand-held containers and totes to create a completely reusable system for efficient space utilization in plants and warehouses, as well as cubing of truck trailers, to help customers reduce storage and freight costs. Other pallets are produced for specialty shipping applications, such as drum pallets for chemical and liquid transport.

In addition to standard material handling products, we utilize our extensive design and manufacturing capabilities for turnkey production of custom material handling products: container inserts and protective dunnage, transport trays, modified or new container and pallet combinations, and other transport packaging items tailored to customers' unique applications.

Customers rely on the productivity and profitability benefits delivered through the innovation, broad selection, quality, and interworking of our reusable material handling products. For example, in automotive plants across North America and Europe, our containers and pallets are reused hundreds of times to move

3

products as small as fasteners or as large as sidewall components from suppliers directly to assembly areas, protecting the products and reducing the scrap rate. Our attached lid containers and pallets are used by many retail businesses such as Wal-Mart(R) and Staples(R) to receive their various products: the containers are used in regional distribution centers to organize inventory, sort orders, and are then combined with pallets to transport products directly to stores.

Our containers bring multiple cost-saving benefits to customers in agriculture, food processing, and distribution markets. Growers of strawberries, asparagus, and other fruits and vegetables use our harvesting and shipping containers to protect their delicate products in transit from the field to processing centers to the produce sections of grocery stores around the world. Hundreds of thousands of our bulk SeedBoxes are used by Pioneer Hi-Bred International(R) and related seed and feed distributors to efficiently transport and dispense up to 2,500 lbs. of corn and soybean seed. The unique SeedBox container can be emptied in as little as 30 seconds, then broken down for return shipping and refilling -- eliminating the traditional seed bags and the environmental impact of burning bags in the fields. Manufacturers of tomato paste in the U.S. employ our Citadel(TM) bulk container to move processed tomato products across the country in railcars. The smooth-sided, impact-resistant container replaces wooden crates and steel containers that can cause product damage and contamination. The Citadel carries up to 3,000 lbs./300 gallons of product, stacks five high when fully loaded, and is designed for long-term indoor or outdoor storage of loads. Poultry delivered to KFC(R) restaurants and many grocery stores across the U.S. comes in a reusable, spill-proof container that we pioneered; the container protects the chicken during transport and is more sanitary than cardboard boxes.

While markets and applications for our material handling products in Europe are similar to those in North America, some unique applications arise:
harvesting, shipping, and processing grapes for the French wine industry; improving efficiency of mail sorting and transport with custom-made totes for the Spanish postal service; and creating custom crates for the fishing industry in France and the U.K. Throughout the worldwide material handling industry, we are known for leading the market in innovation of new products and for our custom design expertise to create effective solutions that meet customers' total packaging and transport needs.

In Europe, we also make plastic bulk tanks for storage and transport of solid and liquid materials. These tanks are produced using both winding extrusion and rotational molding. The extruded tanks -- created using a helical winding process to form seamless, durable, and corrosion-resistant plastic tanks -- are available in capacities from 500 to 70,000 liters. These are primarily used to replace costly stainless steel tanks for high-volume storage in industries such as chemical and water treatment. For agriculture, plastics, and food markets, our roto-molded tanks are commonly used as intermediate bulk containers, transporting material from one location to another, or as a temporary storage vessel; these uses are often "returnable" applications, in which the tanks can be reused for multiple round trips in a closed loop system.

In a related material handling product mix, industrial and commercial markets find storage and organization solutions with our plastic storage bins and metal racking systems, used for applications such as creating assembly line workstations, organizing medical supplies, and creating retail displays. Our transport cart line provides an extensive range of plastic, metal, and wood material handling carts, dollies, worktables, and other items. These products are available through industrial supply catalogers, including W.W. Grainger(R) and C&H(R), and many other industrial and material handling distributors.

We also compete in the storage and organization niche of the consumer market by adapting solutions for industry to home and office settings. We are not a major player in the overall consumer market, nor do we seek to be. Our small line of niche products includes popular KeepBox(R) containers, which help consumers organize everything from holiday decorations to school supplies. Portable organizers and stackable cabinets provide efficient storage for small items and accessories in the home workshop or at the office. Hobbyists and craftspeople use our popular CraftDesign(TM) products for organizing scrapbook, sewing, and art supplies. Our niche consumer products are sold by leading retailers such as Target(R) and others across the U.S. and, to a lesser extent, Europe.

4

Automotive and Custom Segment Overview

With our complementary manufacturing capabilities, we serve diverse niche markets and customers in this segment with an array of engineered plastic and rubber original equipment and replacement parts, tire repair materials, and custom products. Our unique combination of product design, molding, and finishing expertise supports customers' needs for efficient, single sourcing of parts and turnkey custom product development. In addition to our plastics molding capabilities, this segment employs a full range of rubber molding processes: injection molding; compression and transfer molding; compounding, calendering, and extrusion; blow molding; rubber-to-metal bonding; and rubber-to-plastic bonding. Additional capabilities include custom rubber formulation, mixing, and testing.

We work closely with manufacturers of passenger cars and trucks to create rubber, plastic, and combination components and assemblies for numerous vehicle platforms. Our expertise allows us "guest engineering" status with many of the world's leading automakers and suppliers. Our molding and assembly capabilities provide a diversified product mix including air induction hoses, HVAC units, noise vibration dampers, grommets, bushings, tubing assemblies, seals, and gaskets.

Makers of recreational vehicles (RV) and watercraft utilize our design knowledge and production capabilities for an assortment of products. Rotationally-molded plastic water, waste handling, and fuel tanks are created and assembled to fit the precise space constraints within RV and marine vehicle designs. We employ both vacuum forming and rotational molding to make plastic trim and interior parts for RV's, as well as helm consoles and seat frames for watercraft. In addition, our rubber seals are used in several marine motor styles to protect transmission compartments against water.

For manufacturers of heavy trucks and construction and agriculture equipment, our engineered, molded rubber air intake hoses, hood latches, boots, bellows, bushings, and other products perform under the harshest conditions -- whether under the hood or on the vehicle's body, over-the-road or off-road. As one example of our market strength, we provide air intake hoses in more than 200 standard fittings for the majority of Class 6 and 8 trucks. Our expertise in co-extrusion blow molding with three-dimensional capabilities allows us to create single-piece, complex parts with both rigid and flexible features and extreme angles, to meet the needs of vehicle designs. As engines for trucks and other heavy equipment are redesigned for changing environmental regulations, we are in a strong position to engineer and mold new products to our customers' precise specifications.

Specialized manufacturing expertise, including rubber-to-metal bonding, enables us to create a range of specific-performance custom rubber products used in marine vehicles and lawn maintenance equipment. We use the same process to manufacture parts for the water control industry, such as main valves for fire hydrants and mechanical joint gaskets for water supply lines in residential and commercial construction.

Our manufacturing of rubber products started more than 50 years ago, as we began making tire patches. Today, we manufacture the most comprehensive line of tire repair and retreading products on which service professionals rely for safe repairs to passenger, truck, and off-road tires. To service the more than 280 million damaged tires that occur each year, we make all the materials and products customers need to perform safe and profitable tire repairs: the plug that fills a puncture, the cement that seats the plug, the tire innerliner patch, and the final sealing compound. We maintain a strong position in the tire repair and retread markets through a broad product line-up and sales through our Distribution Segment. New product innovation also plays a key part. Recent developments include high-strength repair patches reinforced with aramid fiber to simplify repair of tires found on earthmovers, dump trucks, and other Con/Ag equipment. Aramid fiber is a material used in products such as bullet-resistant body armor and other products subject to extreme conditions. When infused with rubber in a tire repair unit, the result is a flexible, extremely durable patch that is easier to install and work with on large tires.

We apply our rubber calendering and compounding expertise to create a diverse portfolio of products outside of the tire repair market, such as reflective marking tapes for the road repair and construction industry. Our rubber-based tape and symbols provide the durability and brightness that road construction professionals

5

demand to replace paint for marking roadways, intersections, and hazardous areas. The tape stock is easier to apply, more reflective, and longer lasting than paint. It is available in both temporary and permanent grades.

We also work with customers to develop custom rubber and calendered rubber sheet stock, which is used as the base for products in aerospace, industrial, sports, and other markets. The telecommunications industry splices cables with our specialty tapes. In the mining industry, our custom rubber materials are used to create linings for material handling conveyor systems. Another custom sheet stock is used as the base material to produce the world's top-selling line of golf grips, Golf Pride(R).

Other custom products touch a wide range of markets and applications, such as plastic elevated toilet seats and tub rails for the healthcare market; plastic parts designed to replace high-cost steel components in commercial cooling towers; and structural wood for outdoor building applications, formed by molding heavy-duty plastic in and around an engineered wood core.

Lawn and Garden Segment Overview

We serve the needs of the entire North American plant grower market -- everything from large, 80-plus acre greenhouse operations to small and medium-sized regional growers, retail garden centers such as Home Depot(R), and nationally-branded growers and programs such as Proven Winners(R) and Scott's Miracle-Gro(R). Our products, available both direct and through a network of leading horticultural distributors, include the industry's most extensive range of injection-molded and vacuum-formed pots, hanging baskets, flats and carry trays, plug trays, nursery containers, propagation sheets and flats, and specialty pots. Products are designed to meet the changing needs of the professional grower, including increased automation in growing operations and emphasis on retail branding programs. We hold the reputation for constant product innovation, supported by services such as graphic design, color offset printing, and adhesive labeling on pots to help growers brand their plant material and improve sell-through at retail. Unique products like our picturePot(TM) graphic containers add to our leadership role in the marketplace. These custom-made pots are printed with plant photos and graphics in vivid detail and color, and then serve as packaging for plants to create vibrant point-of-sale materials.

Our decorative resin planters feature intricate molding details in metallic, weathered stone, and textured styles with unique finishes that capture the retailer's attention and the consumer's imagination. Products include a diverse offering of molded square and round planters, window boxes, urns, and hanging baskets for indoor and outdoor usage. Consistent new product development is key to success in the retail garden center and mass merchandiser channels. Proprietary molding and finishing processes, along with creative designs, deliver the unique look in the decorative planter category that sets our planters apart from the competition in stores such as Wal-Mart(R), Kmart(R), and Home Depot(R).

Plastic and Rubber Raw Materials

The Company's manufacturing segments are dependent upon outside suppliers for raw materials, principally polyethylene, polypropylene, and polystyrene plastic resins, and synthetic and natural rubber. We believe that the loss of any one supplier or group of suppliers would not have a materially adverse effect on our business, since in most instances identical or similar materials are readily obtainable from other suppliers.

OUR DISTRIBUTION SEGMENT

In the Distribution Segment, Myers is the largest distributor and one-stop-shop for tire, wheel, and undervehicle service tools, equipment, and supplies in the United States. Independent tire dealers, mass merchandisers, commercial auto and truck fleets, tire retreaders, and general repair facilities rely on our broad product selection, rapid availability, and personal service to grow their businesses and become more productive and profitable.

We buy and sell nearly 10,000 different items -- everything that professionals need to service passenger, truck, and off-road tires and wheels.

6

KEY DISTRIBUTION PRODUCTS

- Tire Valves and Accessories
- Tire Changing and Balancing Equipment
- Lifts and Alignment Equipment
- Service Equipment and Hand Tools
- Tire Repair/Retread Equipment and Supplies
- Brake, Transmission and Allied Service Equipment and Supplies

PRODUCT BRAND

- Myers Tire Supply

CAPABILITIES

- Broad Sales Coverage
- Local Sales and Inventory
- International Distribution
- Personalized Service
- National Accounts Service
- Customer Product Training
- New Products "Speed to Market"

REPRESENTATIVE MARKETS

- Retail Tire Dealers
- Truck Tire Dealers
- Auto Dealers
- Commercial Auto and Truck Fleets
- General Repair/Service Facilities
- Tire Retreaders
- Government Agencies

Within the continental United States, we provide widespread distribution and sales coverage from 39 branches positioned in major metropolitan areas. Each branch operates as a profit center and is staffed by a branch manager, sales, office, warehouse, and delivery personnel. Internationally, we have three wholly owned warehouse distributors located in Canada and Central America. Sales personnel from our Akron, Ohio, headquarters cover the Far East, Middle East, South Pacific, and South American territories.

We buy products from top suppliers to ensure quality is delivered to our customers. Each of the brand-name products we sell is associated with superior performance in its respective area. Some of these include: Chicago Pneumatic air tools; Hennessy tire changing, balancing, and alignment equipment; Corghi tire changers and balancers; Ingersoll-Rand air service equipment; John Bean Co. tire balancing and changing equipment; our own Patch Rubber brand tire patches, cements, and repair supplies; and Rotary lifts and related equipment.

An essential element of our success in the Distribution Segment is our nearly 170 sales representatives, who deliver personalized service on a local level. Customers rely on Myers' sales representatives to introduce the latest tools and technologies and provide training in new product features and applications. Representatives also teach the proper use of diagnostic equipment and present on-site workshops demonstrating industry-approved techniques for tire repair and underbody service.

While the needs and composition of our distribution markets constantly change, we adapt and deliver the new products and services that are crucial to customers' success. The new product pipeline is driven by innovations from auto and tire manufacturers, which in turn prompts Myers and its partner-suppliers to develop new equipment, supplies, and service techniques to keep cars and trucks moving down the road with confidence.

7

COMPETITION -- MANUFACTURING & DISTRIBUTION SEGMENTS

Competition in the manufacturing segments is substantial and varied in form and size from manufacturers of similar products and of other products which can be substituted for those produced by the Company. With its focus on niche markets, the Company maintains strong brand presence and market positions in the fragmented sectors of the markets it serves. The Company does not command substantial, overall market presence in the broad market sectors.

Competition in the Distribution Segment is generally from smaller local and regional businesses. Within the overall tire, wheel, and undervehicle service market, Myers is the largest distributor of tools, equipment, and supplies for tire service, repair, and retread.

EMPLOYEES

As of December 31, 2004 the Company had a total of 5,333 full-time and part-time employees. Of these employees, 4,658 were engaged in the manufacturing segments, 583 were employed in the distribution segment and 93 were employed at the Company's corporate offices. As of December 31, 2004 the Company had 4,117 employees in the U.S. of which 222 were members of unions. In certain countries in which the Company operates union membership is not known due to confidentiality laws. The Company believes it has a good relationship with its union employees.

(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report.

(e) AVAILABLE INFORMATION

Filings with the SEC. As a public company, we regularly file reports and proxy statements with the Securities and Exchange Commission. These reports are required by the Securities Exchange Act of 1934 and include:
* annual reports on Form 10-K (such as this report);
* quarterly reports on Form 10-Q;
* current reports on Form 8-K;
* proxy statements on Schedule 14A.

Anyone may read and copy any of the materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, Washington DC, 20549; information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is http://www.sec.gov.

Also, we make our SEC filings available on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is http://www.myersind.com.

The information on our website is not incorporated by reference into this annual report on Form 10-K.

Corporate Governance. We have a Code of Business Conduct for our employees and members of our Board of Directors. A copy of the code is posted on our website. If we amend or grant any waivers of the code that are applicable to our directors or our executive officers -- which we do not anticipate doing -- we have committed that we will post these amendments or waivers on our website under "Corporate Governance."

Our website also contains additional information about our corporate governance policies, including the charters of our standing board committees. Any of these items are available in print to any shareholder who requests them. Requests should be sent to Corporate Secretary, Myers Industries, Inc., 1293 S. Main Street, Akron, Ohio 44301.

8

ITEM 2. PROPERTIES

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

DISTRIBUTION

                                       APPROXIMATE    APPROXIMATE
                                       FLOOR SPACE     LAND AREA
LOCATION                              (SQUARE FEET)     (ACRES)                    USE
--------                              -------------   -----------                  ---
Akron, Ohio.........................     129,000           8        Executive offices and warehousing
Akron, Ohio.........................      60,000           5        Warehousing
Akron, Ohio.........................      31,000           2        Warehousing
Pomona, California..................      17,700           1        Sales and distribution
Englewood, Colorado.................       9,500           1        Sales and distribution
San Antonio, Texas..................       4,500           1        Sales and distribution
Phoenix, Arizona....................       8,200           1        Sales and distribution
Akron, Ohio.........................       8,000           1        Leased to non-affiliated party
Houston, Texas......................       7,900           1        Sales and distribution
Indianapolis, Indiana...............       7,800           2        Sales and distribution
Cincinnati, Ohio....................       7,500           1        Sales and distribution
York, Pennsylvania..................       7,400           3        Sales and distribution
Atlanta, Georgia....................       7,000           1        Sales and distribution
Minneapolis, Minnesota..............       5,500           1        Sales and distribution
Charlotte, North Carolina...........       5,100           1        Sales and distribution
Syracuse, New York..................       4,800           1        Sales and distribution
Franklin Park, Illinois.............       4,400           1        Sales and distribution

                                            MANUFACTURING

Gaillon, France.....................     500,000          23        Manufacturing and distribution
Nykobing, Falster Denmark...........     227,000          68        Manufacturing and distribution
Springfield, Missouri...............     227,000          19        Manufacturing and distribution
Dawson Springs, Kentucky............     209,000          36        Manufacturing and distribution
Wadsworth, Ohio.....................     197,000          23        Manufacturing and distribution
Hannibal, Missouri..................     196,000          10        Manufacturing and distribution
Sparks, Nevada......................     185,000          11        Manufacturing and distribution
Bluffton, Indiana...................     175,000          17        Manufacturing and distribution
Roanoke Rapids, N. Carolina.........     172,000          20        Manufacturing and distribution
Cadillac, Michigan..................     162,000          14        Manufacturing and distribution
Shelbyville, Kentucky...............     160,000           8        Manufacturing and distribution
Sandusky, Ohio......................     155,000           8        Manufacturing and distribution
Bristol, Indiana....................     139,000          12        Manufacturing and distribution
Akron, Ohio.........................     121,000          17        Manufacturing and distribution
Gloucester, England.................     118,000           3        Manufacturing and distribution
Jefferson, Ohio.....................     115,000          11        Manufacturing and distribution
Palua De Plegamans, Spain...........      85,000           7        Manufacturing and distribution
Prunay, France......................      71,000           4        Manufacturing and distribution
Goddard, Kansas.....................      62,000           7        Manufacturing and distribution

9

                                       APPROXIMATE    APPROXIMATE
                                       FLOOR SPACE     LAND AREA
LOCATION                              (SQUARE FEET)     (ACRES)                    USE
--------                              -------------   -----------                  ---
Santa Perpetua De Mogoda, Spain.....      61,000           3        Manufacturing and distribution
Fostoria, Ohio......................      50,000           3        Manufacturing and distribution
Akron, Ohio.........................      49,000           6        Manufacturing and distribution
Surrey, B.C., Canada................      42,000           3        Manufacturing and distribution
Mebane, North Carolina..............      30,000           5        Manufacturing and distribution
Nivelles, Belgium...................      14,000           2        Sales and distribution
Maia, Portugal......................      13,000           3        Sales and distribution

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

MANUFACTURING

                                  APPROXIMATE
                                  FLOOR SPACE    EXPIRATION DATE OF
LOCATION                         (SQUARE FEET)         LEASE                       USE
--------                         -------------   ------------------                ---
Middlefield, Ohio..............     500,000      August 31, 2018      Manufacturing and distribution
Cassopolis, Michigan...........     210,000      October 31, 2005     Manufacturing and distribution
Reidsville, N. Carolina........     171,000      September 30, 2009   Manufacturing and distribution
South Gate, California.........     122,000      October 31, 2009     Manufacturing and distribution
Stoke Works, England...........     108,000      August 31, 2008      Sales and distribution
Mulheim, Germany...............      54,000      December 31, 2005    Sales and distribution
Brampton, Ontario, Canada......      43,000      December 31, 2007    Sales and distribution
Commerce, California...........      42,000      September 14, 2008   Manufacturing and distribution
Nanterre Cedex, France.........      25,000      April 30, 2008       Administration and sales
Milford, Ohio..................      22,000      August 31, 2006      Administration and sales
Orbassano, Italy...............       3,000      October 14, 2006     Sales and distribution

The Registrant also leases distribution facilities in 32 locations throughout the United States and Canada which, in the aggregate, amount to approximately 167,000 square feet of warehouse and office space. All of these locations are used by the distribution of aftermarket repair products and services segment.

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

ITEM 3. LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings other than legal proceeding occurring in the ordinary course of business. Management believes that none of these legal proceedings, individually or in the aggregate, will have a material adverse impact on the results of operations or financial condition of the Company.

On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are 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 a foreign subsidiary to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which in not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues

10

arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of December 31, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of prior reported financial results since it is believed that these transactions were accurately reported in the Company's financial statements.

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

During the fourth quarter of the fiscal year ended December 31, 2004, there were no matters submitted to a vote of security holders.

EXECUTIVE OFFICERS OF THE REGISTRANT

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

                                                 YEARS AS
NAME                                   AGE   EXECUTIVE OFFICER                  TITLE
----                                   ---   -----------------                  -----
Stephen E. Myers.....................  61           32           Chairman and Chief Executive Officer
John C. Orr..........................  54            2           President and Chief Operating
                                                                 Officer
Gregory J. Stodnick..................  62           25           Vice President -- Finance
Kevin C. O'Neil......................  49            6           Vice President, General Counsel and
                                                                 Assistant Secretary

Each executive officer has been principally employed in the capacities shown or similar ones with the Registrant for over the past five years with the exceptions of Mr. Orr. Mr. Orr has been President and Chief Operating Officer since 2003. From 2001 to 2003 Mr. Orr was General Manager of Buckhorn Inc., one of the Company's material handling operations. Prior to that Mr. Orr had been employed by Goodyear Tire and Rubber for 28 years. His last position at Goodyear was Vice President -- North America.

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

11

PART II

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

The Company's Common Stock is traded on the New York Stock Exchange (ticker symbol MYE). The approximate number of record holders at December 31, 2004 was 1,717. High and low stock prices and dividends for the last two years were:

                                                               SALES PRICE
                            2004                              -------------   DIVIDENDS
                       QUARTER ENDED                          HIGH     LOW      PAID
                       -------------                          -----   -----   ---------
March 31....................................................  11.82   10.06     .045
June 30.....................................................  12.91   10.36     .045
September 30................................................  13.54   10.80      .05
December 31.................................................  12.97   10.02      .05

                                                              SALES PRICE
                            2003                              ------------   DIVIDENDS
                       QUARTER ENDED                          HIGH    LOW      PAID
                       -------------                          -----   ----   ---------
March 31....................................................  10.39   8.00     .045
June 30.....................................................  10.15   8.36     .045
September 30................................................  10.61   8.50     .045
December 31.................................................  12.09   9.11     .045

ITEM 6. SELECTED FINANCIAL DATA

MYERS INDUSTRIES, INC. AND SUBSIDIARIES
FIVE-YEAR SUMMARY

                                           2004           2003           2002           2001           2000
                                       ------------   ------------   ------------   ------------   ------------
OPERATIONS FOR THE YEAR
  Net sales..........................  $803,070,387   $661,091,504   $607,991,158   $607,950,431   $652,659,900
    Cost of sales....................   564,295,649    460,803,695    406,572,783    403,011,346    435,081,945
    Selling..........................   111,674,885     98,536,272     88,407,389     88,020,857     85,632,525
    General and administrative.......    76,573,941     67,030,583     60,840,409     70,979,067     68,675,568
    Gain on sale of plant............     1,524,598            -0-            -0-            -0-            -0-
    Interest -- net..................    13,321,750     10,074,438     11,809,749     18,699,142     22,360,255
                                       ------------   ------------   ------------   ------------   ------------
                                        764,341,627    636,444,988    567,630,330    580,710,412    611,750,293
                                       ------------   ------------   ------------   ------------   ------------
  Income before income taxes.........    38,728,760     24,646,516     40,360,828     27,240,019     40,909,607
  Income taxes.......................    13,019,000      8,321,000     16,401,000     12,049,000     16,909,000
                                       ------------   ------------   ------------   ------------   ------------
  Net income.........................  $ 25,709,760   $ 16,325,516   $ 23,959,828   $ 15,191,019   $ 24,000,607
                                       ------------   ------------   ------------   ------------   ------------
  Net income per share*..............  $        .76   $        .49   $        .73   $        .46   $        .73
                                       ------------   ------------   ------------   ------------   ------------

12

                                           2004           2003           2002           2001           2000
                                       ------------   ------------   ------------   ------------   ------------
FINANCIAL POSITION -- AT YEAR END
    Total assets.....................  $785,602,562   $621,626,806   $602,482,330   $582,166,378   $622,103,970
                                       ------------   ------------   ------------   ------------   ------------
    Current assets...................   284,072,177    207,933,141    201,140,357    196,618,597    219,307,253
    Current liabilities..............   136,251,927     94,175,498    117,368,956    104,899,238    112,890,230
                                       ------------   ------------   ------------   ------------   ------------
    Working capital..................   147,820,250    113,757,643     83,771,401     91,719,359    106,417,023
    Other assets.....................   291,041,595    229,849,237    210,546,946    194,811,960    201,291,971
    Property, plant and
      equipment -- net...............   210,488,790    183,844,428    190,795,027    190,735,821    201,504,746
    Less:
      Long-term debt.................   275,252,278    211,002,691    212,222,615    247,145,234    284,273,097
      Deferred income taxes..........    28,094,321     21,924,269     17,201,131     12,595,697     11,037,935
                                       ------------   ------------   ------------   ------------   ------------
SHAREHOLDERS' EQUITY.................  $346,004,036   $294,524,348   $255,689,628   $217,526,209   $213,902,708
                                       ------------   ------------   ------------   ------------   ------------
COMMON SHARES OUTSTANDING*...........    34,645,948     33,201,582     33,078,910     32,790,580     32,654,893
                                       ------------   ------------   ------------   ------------   ------------
BOOK VALUE PER COMMON SHARE*.........  $       9.99   $       8.87   $       7.73   $       6.63   $       6.55
                                       ------------   ------------   ------------   ------------   ------------
OTHER DATA
    Dividends paid...................  $  6,478,502   $  6,026,349   $  5,878,169   $  5,454,870   $  4,969,876
    Dividends paid per Common
      Share*.........................          0.19           0.18           0.18           0.17           0.15
                                       ------------   ------------   ------------   ------------   ------------
      Average Common Shares
         Outstanding during the
         year*.......................    33,846,511     33,138,086     32,969,027     32,727,610     32,811,031
                                       ============   ============   ============   ============   ============


* Adjusted for the ten percent stock dividend issued in August 2004, the five-for-four stock split distributed in August 2002; the ten percent stock dividends issued in August, 2001; and August, 2000.

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

2004 RESULTS OF OPERATIONS

In 2004, the Company achieved record sales of $803.1 million as a result of the contributions from acquisitions, favorable foreign currency translations, and strong demand across most markets served by the Company's businesses. Net income of $25.8 million, or $.76 per share, increased 57 percent from the $16.3 million reported in 2003. Net income benefited approximately $914,000 from a gain on the sale of a warehouse facility in California and approximately $520,000 from favorable foreign currency translation; however, substantial and continuing increases in plastic raw material costs were a significant impediment to better earnings.

For the year ended December 31, 2004, net sales of $803.1 million were up 21 percent from the $661.1 million reported for 2003. The acquisitions of ATP Automotive (Michigan Rubber Products and WEK Industries) and Productivity California (Pro Cal) contributed $67.3 million of additional sales and favorable foreign currency translations, primarily from a stronger euro, increased sales $19.3 million. Excluding the impact of acquired companies and foreign currency translations, net sales increased $55.4 million or 8 percent from the prior year as the Company experienced increases in all of its business segments.

Myers Industries reports its business in five segments, one distribution segment and four manufacturing segments: Material Handling -- North America; Material Handling -- Europe; Automotive and Custom; and Lawn and Garden. Sales by each segment are reflected below.

Sales in the Distribution Segment increased $13.3 million or 8 percent above 2003. The increase reflects higher unit volumes from strong demand for both repair supplies and equipment by tire dealers, auto dealers, and national accounts.

In the four manufacturing segments, combined sales increased $128.9 million or 25 percent compared to the prior year. Excluding sales from acquired companies and favorable foreign currency translation, sales in the manufacturing segments increased $43.0 million or 8 percent. The increase in sales across the

13

manufacturing segments was primarily the result of higher unit volumes from existing and new customers in a diverse mix of markets; however, increased selling prices accounted for approximately 20 percent of the improvement. On a segment basis, sales in the Material Handling -- North America Segment increased $17.3 million or 10 percent from 2003, driven by strong unit volume growth for plastic reusable containers and pallets in markets such as automotive, agriculture, industrial, food processing, and others. Sales of similar products to similar markets in the Material Handling -- Europe Segment increased $17.9 million or 12 percent over 2003; excluding favorable foreign currency translation, sales in the segment increased $1.4 million or 1 percent. The Automotive and Custom Segment serves a wide range of OEM automotive, heavy truck, recreational vehicle, tire repair, and other similar niche markets with plastic and rubber components, assemblies, custom parts, and tire repair products; strength in these markets increased the segment's sales by $68.6 million or 67 percent from 2003. Excluding contributions from the acquisition of Michigan Rubber Products and WEK, sales in the Automotive and Custom Segment increased $19.8 million or 19 percent. Sales in the Lawn and Garden Segment increased $25.1 million or 27 percent, due to continued strong demand for the Company's plastic flowerpots, nursery containers, and decorative planters from professional plant growers, retail garden centers, and mass merchandisers across North America. Excluding contributions from the acquisition of Pro Cal, sales in the Lawn and Garden Segment increased $6.6 million or 7 percent.

Gross profit, expressed as a percentage of sales, was reduced to 29.7 percent for the year ended December 31, 2004 compared to 30.3 percent in 2003. The decline in margin was related to the four manufacturing segments, as the gross profit margins in the Distribution Segment were essentially unchanged between years. In the manufacturing segments, prices for plastic resins, which rose substantially in 2003, continued to increase throughout 2004. During 2004, raw material costs were higher for all of the plastic resins used by the Company's manufacturing businesses and were, on average, 22 percent higher for high-density polyethylene, the type of resin most widely used.

Total operating expenses increased $22.7 million or 14 percent for the year ended December 31, 2004 compared with the prior year. Approximately $7.7 million of this increase was due to acquired companies and the impact of foreign currency translations added $6.8 million of operating expense. Excluding the impact of acquisitions and foreign currency translation, operating expenses were up $8.2 million or 5 percent primarily due to higher selling expense resulting from increased sales, and legal and professional expenses associated with the new corporate governance mandates. Expressed as a percentage of sales, operating expenses were reduced to 23.4 percent in 2004 compared with 25.0 percent in the prior year.

Net interest expense of $13.3 million increased 32 percent from the $10.1 million reported in 2003. This increase was primarily the result of higher average borrowing levels as acquisitions added approximately $79 million in total debt, including cash outlay and debt assumption.

Income taxes as a percent of income before taxes was 33.6 percent in 2004 compared to 33.8 percent in 2003. In both years, the Company's effective tax rate was reduced as a result of foreign tax rate differences, including the realization of net operating loss carryforwards previously reserved.

2003 RESULTS OF OPERATIONS

For the year ended December 31, 2003, net sales of $661.1 million were up 9 percent from the $608.0 million reported in 2002. Despite the increased sales, 2003 net income of $16.3 million declined 32 percent from $24 million in the prior year as higher raw material costs and significant competitive pricing pressures combined to reduce profitability. Favorable foreign currency translations, primarily from a strong euro, increased sales for the year by $28.3 million and net income by approximately $800,000.

Myers Industries' business is divided into one Distribution Segment and four manufacturing segments: Material Handling -- North America; Material Handling -- Europe; Automotive and Custom; and Lawn and Garden. Sales by each segment are reflected below.

14

Sales in the Distribution Segment increased $4.3 million or 3 percent from 2002. The increase reflects higher unit volumes for both supplies and capital equipment used in tire, wheel, and undervehicle service and repair.

In the Company's four manufacturing segments, combined sales for 2003 increased $48.7 million or 10 percent compared with the prior year. Favorable foreign currency translation accounted for approximately 56 percent of the sales increase with the remaining improvement the result of higher unit sales, particularly in automotive, industrial, horticultural, and heavy truck markets. In the Material Handling -- North America Segment, sales increased $10.4 million or 6 percent on higher volume for plastic reusable containers and pallets in automotive, manufacturing, distribution, and food markets. Sales in the Material Handling -- Europe Segment, with products and markets similar to the North American segment, increased $21.9 million or 17 percent from 2002; excluding favorable foreign currency translation, sales in the segment decreased $2.8 million or 2 percent. The Automotive and Custom Segment posted a $3.7 million or 4 percent sales increase, as demand for plastic and rubber products from customers in industrial and OEM heavy truck and recreational vehicle markets rebounded from 2002. Sales in the Lawn and Garden Segment increased $12.7 million or 16 percent compared to 2002 on a strong sales mix of plastic flowerpots, flats, trays, and decorative planters to professional growers, garden centers, and mass merchandisers.

Gross profit, expressed as a percentage of sales, was reduced to 30.3 percent for the year ended December 31, 2003, compared with 33.1 percent in the prior year. The decline in margin was related to the manufacturing segments as raw material costs, primarily plastic resins, were significantly higher as compared to 2002, and competitive pressures across all four segments resulted in slightly lower average selling prices. During the course of 2003, raw material costs were higher for virtually all of the plastic resins used by the Company's manufacturing businesses and were, on average, 36 percent higher on high density polyethylene, the type of resin most widely used.

Total operating expenses increased $16.3 million or 11 percent for the year ended December 31, 2003 compared with the prior year. Approximately $9.8 million or 60 percent of this increase was due to the impact of foreign currency translation for costs incurred in foreign business units. Other increases in operating expenses were for selling expenses related to higher unit volume sales, and bad debts, principally arising from export sales in the Distribution Segment. The Company also experienced an increase in information systems and software costs. Expressed as a percentage of sales, operating expenses increased slightly to 25.0 percent in 2003 compared to 24.5 percent in the prior year.

Net interest expense for 2003 decreased $1.7 million or 15 percent compared with the previous year. This reduction was primarily the result of lower average borrowing levels as the Company repaid $17.4 million of debt during the year.

Income taxes as a percent of income before taxes was reduced to 33.8 percent in 2003 compared to 40.6 percent in 2002. This reduction in the Company's effective tax rate is primarily the result of foreign tax rate differences, including the realization of approximately $600,000 in net operating loss carryforwards previously reserved.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

In 2004, the Company generated cash from operating activities of $46.4 million compared with $51.1 million in the prior year as the benefit of higher net income was more than offset by negative working capital changes, particularly higher inventories. During the year ended December 31, 2004, investments in property, plant and equipment totaled $25.9 million and net cash of $41.5 million was used in the acquisition of businesses. Total debt increased $61.9 million to $277.4 million at December 31, 2004 and debt as a percentage of total capitalization increased to 44 percent compared to 42 percent at the end of 2003. At December 31, 2004, the Company had a current ratio of 2.1 and net working capital of $147.8 million.

On February 27, 2004, the Company entered into a new five year, $225 million unsecured revolving credit facility (the Credit Facility). Borrowing under the new Credit Facility were used to refinance the Company's

15

existing bank debt and fund the acquisitions of ATP, Pro Cal and Diakon. At December 31, 2004, the Company had approximately $55 million available under the Credit Facility.

During the next five years management anticipates on-going capital expenditures in the range of $25 to $30 million annually. Cash flows from operations and funds available under the Credit Facility will provide the Company's primary source of financing. Management believes that it has sufficient financial resources available to meet anticipated business requirements in the foreseeable future including capital expenditures, dividends, working capital and debt service.

The following summarizes the Company's estimated future cash outflows from financial contracts and commitments:

                             2005      2006      2007      2008       2009      TOTAL
                            -------   -------   -------   -------   --------   --------
                                              (DOLLARS IN THOUSANDS)
Principal payments on
  debt....................  $ 2,107   $   545   $   376   $   361   $169,971   $173,360
Interest on senior
  notes...................    6,336     6,336     6,336     6,336      6,336     31,680
Interest on variable rate
  debt....................    6,612     6,612     6,612     6,612      6,612     33,060
Lease payments............   13,275    10,076     7,880     6,617      5,217     43,065
Pension benefits..........      251       274       300       322        354      1,501
                            -------   -------   -------   -------   --------   --------
Total.....................  $28,581   $23,843   $21,504   $20,248   $188,490   $282,666
                            =======   =======   =======   =======   ========   ========

The interest on variable rate debt shown in the table above is based on $174 million of variable rate debt at an interest rate of 3.8% which is assumed to hold constant over the period shown.

On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are 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 a foreign subsidiary to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of December 31, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of prior reported financial results since it is believed that these transactions were accurately reported in the Company's financial statements.

MARKET RISK AND DERIVATIVE FINANCIAL INSTRUMENTS

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. Accordingly, based on current debt levels at December 31, 2004, if market interest rates increase one percent, the Company's interest expense would increase approximately $1.7 million.

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.

16

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.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of the Company's financial condition and results of operations are based on the accompanying consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. As indicated in the Summary of Significant Accounting Policies included in the footnotes to the consolidated financial statements, the amount of assets, liabilities, revenue and expenses reported are affected by estimates and judgements that are necessary to comply with generally accepted accounting principles. We base our estimates on prior experience and other assumptions that we consider reasonable to our circumstances. While estimates and judgements are applied in arriving at reported amounts such as pension benefits and provisions for self-insured risks, we believe the following matters may involve a high degree of judgement and complexity.

Revenue Recognition -- The Company recognizes revenues from the sale of products, net of actual and estimated returns, at the point of passage of title, which is generally at the time of shipment.

Bad Debts -- The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer's inability to meet its financial obligations, a specific allowance for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. Additionally, the Company reviews historical trends for collectibility in determining an estimate for its allowance for doubtful accounts. If economic circumstances change substantially, estimates of the recoverability of amounts due the Company could be reduced by a material amount.

Inventory -- Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for approximately 36 percent of the Company's inventories and the first-in, first-out (FIFO) method for all other inventories. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs. Estimates of lower of cost or market value of inventory are determined based upon current economic conditions, historical sales quantities and patterns and, in some cases, the specific risk of loss on specifically identified inventories.

Goodwill -- As a result of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," recorded goodwill is subjected to annual impairment testing. Goodwill impairment testing requires, in part, that we estimate the fair value of our business units which, in turn, requires that we make judgements concerning future cash flows and appropriate discount rates for those businesses. Our estimate of the fair value of these business units and the related goodwill, could change over time based on a variety of factors, including the actual operating performance of the underlying businesses or the impact of future events on the cost of capital and the related discount rates used.

Contingencies -- In the ordinary course of business, we are involved in various legal proceedings and contingencies. We have recorded liabilities for these matters in accordance with Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies" (SFAS 5). SFAS 5 requires a liability to be recorded based on our estimate of the probable cost of the resolution of a contingency. The actual resolution of these contingencies may differ from our estimates. If a contingency were settled for an amount greater than our estimates, a future charge to income would result. Likewise, if a contingency were settled for an amount that is less than our estimate, a future credit to income would result.

Income Taxes -- Deferred income taxes are provided to recognize the effect of temporary differences between financial and tax reporting. Deferred income taxes are not provided for undistributed earnings of foreign consolidated subsidiaries as it is our intention to reinvest such earnings for an indefinite period of time. The Company has significant operations outside the United States and in jurisdictions with statutory tax rates

17

both higher and lower than in the United States. As a result, significant tax and treasury planning and analysis of future operations are necessary to determine the proper amounts of tax assets, liabilities and expense to be recognized.

The Company has reserved the deferred tax benefit of certain tax loss carryforwards in foreign countries that, if realized, would reduce future income tax expense by approximately $5,540,000. Of this amount, $936,000 expires in various years through 2008, and $4,604,000 has no expiration date. In addition, the Company has U.S. foreign tax credit carryforwards of approximately $800,000 which expire in 2009.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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. Accordingly, based on current debt levels at December 31, 2004, if market interest rates increase one percent, the Company's interest expense would increase approximately $1.7 million.

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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

                                 MARCH 31   JUNE 30    SEPT. 30   DEC. 31     TOTAL
QUARTER ENDED 2004               --------   --------   --------   --------   --------
     Net Sales.................  $185,518   $196,755   $199,381   $221,416   $803,070
     Gross Profit..............   61,058      58,596     54,095     65,026    238,775
     Net Income................    8,856       6,103      3,820      6,931     25,710
     Per Share.................      .27         .18        .11        .20        .76

                                  MARCH 31   JUNE 30    SEPT. 30   DEC. 31     TOTAL
QUARTER ENDED 2003                --------   --------   --------   --------   --------
     Net Sales..................  $163,221   $168,964   $152,400   $176,507   $661,092
     Gross Profit...............    53,843     49,724     44,160     52,561    200,288
     Net Income.................     7,192      3,276      1,507      4,351     16,326
     Per Share..................       .21        .10        .05        .13        .49

18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying statements of consolidated financial position of Myers Industries, Inc. (an Ohio Corporation) and Subsidiaries as of December 31, 2004 and 2003 and the related consolidated statements of income, shareholders' equity and comprehensive income and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Myers Industries, Inc. and Subsidiaries at December 31, 2004 and 2003 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

As explained in the Goodwill and Intangible Assets note, effective January 1, 2002, the Company changed its method of accounting for goodwill.

/s/ Ernst & Young LLP
Akron, Ohio
March 15, 2005

19

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                                         2004           2003           2002
                                                     ------------   ------------   ------------
Net sales..........................................  $803,070,387   $661,091,504   $607,991,158
Cost of sales......................................   564,295,649    460,803,695    406,572,783
                                                     ------------   ------------   ------------
  Gross profit.....................................   238,774,738    200,287,809    201,418,375
                                                     ------------   ------------   ------------
Operating expenses
  Selling..........................................   111,674,885     98,536,272     88,407,389
  General and administrative.......................    76,573,941     67,030,583     60,840,409
                                                     ------------   ------------   ------------
                                                      188,248,826    165,566,855    149,247,798
                                                     ------------   ------------   ------------
     Operating income..............................    50,525,912     34,720,954     52,170,577
                                                     ------------   ------------   ------------
Gain on sale of plant..............................     1,524,598            -0-            -0-
Interest
  Income...........................................      (611,272)      (366,324)      (461,038)
  Expense..........................................    13,933,022     10,440,762     12,270,787
                                                     ------------   ------------   ------------
                                                       13,321,750     10,074,438     11,809,749
                                                     ------------   ------------   ------------
Income before income taxes.........................    38,728,760     24,646,516     40,360,828
Income taxes.......................................    13,019,000      8,321,000     16,401,000
                                                     ------------   ------------   ------------
Net income.........................................  $ 25,709,760   $ 16,325,516   $ 23,959,828
                                                     ------------   ------------   ------------
Net income per share...............................  $        .76   $        .49   $        .73
                                                     ============   ============   ============
Weighted average shares outstanding................    33,846,511     33,138,086     32,969,027
                                                     ============   ============   ============

The accompanying notes are an integral part of these statements.

20

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

AS OF DECEMBER 31, 2004 AND 2003

                                                                  2004           2003
                                                              ------------   ------------
ASSETS
CURRENT ASSETS
  Cash......................................................  $  8,018,623   $  5,666,997
  Accounts receivable -- less allowances of $5,740,000 and
    $4,245,000, respectively................................   151,068,463    114,038,680
  Inventories
      Finished and in-process products......................    82,022,726     61,240,225
      Raw materials and supplies............................    38,339,728     22,613,029
                                                              ------------   ------------
                                                               120,362,454     83,853,254
  Prepaid expenses..........................................     4,622,637      4,374,210
                                                              ------------   ------------
TOTAL CURRENT ASSETS........................................   284,072,177    207,933,141
OTHER ASSETS
  Goodwill..................................................   279,576,020    224,298,302
  Intangible assets, net....................................     6,576,433      2,321,584
  Other.....................................................     4,889,142      3,229,351
                                                              ------------   ------------
                                                               291,041,595    229,849,237
PROPERTY, PLANT AND EQUIPMENT, AT COST
  Land......................................................     9,190,588      8,461,003
  Buildings and leasehold improvements......................    90,675,147     80,588,395
  Machinery and equipment...................................   409,188,994    352,995,191
                                                              ------------   ------------
                                                               509,054,729    442,044,589
  Less allowances for depreciation and amortization.........   298,565,939    258,200,161
                                                              ------------   ------------
                                                               210,488,790    183,844,428
                                                              ------------   ------------
                                                              $785,602,562   $621,626,806
                                                              ============   ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable..........................................  $ 72,858,791   $ 39,731,250
  Accrued expenses
      Employee compensation and related items...............    34,126,487     30,975,836
      Taxes, other than income taxes........................     2,640,474      2,874,171
      Accrued interest......................................     1,113,128        608,575
      Other.................................................    23,405,957     15,533,529
  Current portion of long-term debt.........................     2,107,090      4,452,137
                                                              ------------   ------------
TOTAL CURRENT LIABILITIES...................................   136,251,927     94,175,498
LONG-TERM DEBT, LESS CURRENT PORTION........................   275,252,278    211,002,691
DEFERRED INCOME TAXES.......................................    28,094,321     21,924,269
SHAREHOLDERS' EQUITY
  Serial Preferred Shares (authorized 1,000,000 shares).....           -0-            -0-
  Common Shares, without par value (authorized 60,000,000
    shares; outstanding 34,645,948 and 33,201,582 shares,
    respectively)...........................................    21,090,960     18,369,240
  Additional paid-in capital................................   266,257,630    217,019,810
  Accumulated other comprehensive income....................    26,089,410     10,934,860
  Retained income...........................................    32,566,036     48,200,438
                                                              ------------   ------------
                                                               346,004,036    294,524,348
                                                              ------------   ------------
                                                              $785,602,562   $621,626,806
                                                              ============   ============

The accompanying notes are an integral part of these statements.

21

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                                                               ACCUMULATED
                                    COMMON SHARES             ADDITIONAL          OTHER
                              --------------------------       PAID-IN        COMPREHENSIVE       RETAINED       COMPREHENSIVE
                                NUMBER         AMOUNT          CAPITAL           INCOME            INCOME           INCOME
                              ----------     -----------     ------------     -------------     ------------     -------------
BALANCE AT JANUARY 1,
  2002......................  23,847,694     $14,503,828     $217,594,648      (34,411,755)     $ 19,839,488              -0-
Additions
  Net income................         -0-             -0-              -0-              -0-        23,959,828       23,959,828
  Sales under option
    plans...................     166,837         102,297        1,562,041              -0-               -0-              -0-
  Employees stock purchase
    plan....................      30,035          18,321          359,833              -0-               -0-              -0-
  Dividend reinvestment
    plan....................      16,415          10,015          228,067              -0-               -0-              -0-
  Foreign currency
    translation
    adjustment..............         -0-             -0-              -0-       19,404,517               -0-       19,404,517
Deductions
  Dividends -- $.18 per
    share...................         -0-             -0-              -0-              -0-        (5,878,169)             -0-
  Five-for-four stock
    split...................   6,010,755       3,666,751       (3,666,751)             -0-           (19,876)             -0-
  FAS 87 additional pension
    liability...............         -0-             -0-              -0-       (1,583,455)              -0-       (1,583,455)
                                                                                                                  -----------
Total comprehensive
  income....................                                                                                      $41,780,890
                              ----------     -----------     ------------     ------------      ------------      ===========
BALANCE AT DECEMBER 31,
  2002......................  30,071,736     $18,301,212     $216,077,838     $(16,590,693)     $ 37,901,271
                              ----------     -----------     ------------     ------------      ------------
Additions
  Net income................         -0-             -0-              -0-              -0-        16,325,516       16,325,516
  Sales under option
    plans...................      43,747          26,687          358,862              -0-               -0-              -0-
  Employees stock purchase
    plan....................      53,264          32,490          441,917              -0-               -0-              -0-
  Dividend reinvestment
    plan....................      14,509           8,851          141,193              -0-               -0-              -0-
  Foreign currency
    translation
    adjustment..............         -0-             -0-              -0-       27,413,845               -0-       27,413,845
  FAS 87 additional pension
    liability...............         -0-             -0-              -0-          111,708               -0-          111,708
Deductions
  Dividends -- $.18 per
    share...................         -0-             -0-              -0-              -0-        (6,026,349)             -0-
                                                                                                                  -----------
Total comprehensive
  income....................                                                                                      $43,851,069
                              ----------     -----------     ------------     ------------      ------------      ===========
BALANCE AT DECEMBER 31,
  2003......................  30,183,256     $18,369,240     $217,019,810     $ 10,934,860      $ 48,200,438
                              ----------     -----------     ------------     ------------      ------------
Additions
  Net income................         -0-             -0-              -0-              -0-        25,709,760       25,709,760
  Sales under option
    plans...................     230,697         140,204        1,759,287              -0-               -0-              -0-
  Employees stock purchase
    plan....................      40,749          24,856          425,329              -0-               -0-              -0-
  Dividend reinvestment
    plan....................       9,926           6,055          118,224              -0-               -0-              -0-
  Stock issued for
    acquisition.............   1,054,900         643,489       13,982,523              -0-               -0-              -0-
  Foreign currency
    translation
    adjustment..............                         -0-              -0-       14,399,896               -0-       14,399,896
  FAS 87 additional pension
    liability...............         -0-             -0-              -0-          754,654               -0-          754,654
Deductions
  Dividends -- $.19 per
    share...................         -0-             -0-              -0-              -0-        (6,478,502)             -0-
  10% stock dividend........   3,126,420       1,907,116       32,952,457              -0-       (34,865,660)             -0-
                                                                                                                  -----------
Total comprehensive
  income....................                                                                                      $40,864,310
                              ----------     -----------     ------------     ------------      ------------      ===========
BALANCE AT DECEMBER 31,
  2004......................  34,645,948     $21,090,960     $266,257,630     $ 26,089,410      $ 32,566,036
                              ==========     ===========     ============     ============      ============

The accompanying notes are an integral part of these statements.

22

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                                         2004           2003           2002
                                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income.......................................  $ 25,709,760   $ 16,325,516   $ 23,959,828
  Items not affecting use of cash
     Depreciation..................................    36,707,612     34,777,734     34,550,402
     Amortization of intangible assets.............     2,467,395      1,777,258      1,163,688
     Deferred income taxes.........................       (71,426)     4,415,099      4,526,372
     Gain on sale of plant.........................    (1,524,598)           -0-            -0-
  Cash flow provided by (used for) working capital
     Accounts receivable...........................   (17,919,687)     4,855,862        553,688
     Inventories...................................   (24,990,962)     2,975,650        741,868
     Prepaid expenses..............................       984,640        908,618     (1,481,808)
     Accounts payable and accrued expenses.........    25,061,271    (14,901,650)     1,491,683
                                                     ------------   ------------   ------------
       Net cash provided by operating activities...    46,424,005     51,134,087     65,505,721
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of businesses, net of cash
     acquired......................................   (41,491,886)      (776,058)    (2,819,901)
  Proceeds from sale of plant......................     2,522,179            -0-            -0-
  Additions to property, plant and equipment,
     net...........................................   (25,899,044)   (20,009,908)   (28,389,133)
  Other............................................      (774,358)    (1,116,197)      (626,456)
                                                     ------------   ------------   ------------
       Net cash used for investing activities......   (65,643,109)   (21,902,163)   (31,835,490)
CASH FLOWS FROM FINANCING ACTIVITIES
  Long-term debt proceeds..........................           -0-    100,000,000            -0-
  Repayment of long-term debt......................           -0-    (41,500,000)   (12,000,000)
  Net borrowing (repayments) -- on credit
     facility......................................    25,718,043    (79,264,114)   (23,773,496)
  Deferred financing costs.........................      (951,508)    (1,042,232)           -0-
  Cash dividends paid..............................    (6,478,502)    (6,026,349)    (5,878,169)
  Proceeds from issuance of common stock...........     2,473,955      1,010,000      2,280,574
                                                     ------------   ------------   ------------
       Net cash provided by (used for) financing
          activities...............................    20,761,988    (26,822,695)   (39,371,091)
EFFECT OF EXCHANGE RATE
       CHANGES ON CASH.............................       808,742      1,555,434        328,230
                                                     ------------   ------------   ------------
INCREASE (DECREASE) IN CASH........................     2,351,626      3,964,663     (5,372,630)
  CASH AT JANUARY 1................................     5,666,997      1,702,334      7,074,964
                                                     ------------   ------------   ------------
  CASH AT DECEMBER 31..............................  $  8,018,623   $  5,666,997   $  1,702,334
                                                     ============   ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for
       Interest....................................  $ 12,763,567   $  9,555,766   $ 12,023,900
                                                     ============   ============   ============
       Income taxes................................    12,810,773      4,809,142     11,617,883
                                                     ============   ============   ============

The accompanying notes are an integral part of these statements.

23

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (Company). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company has certain investments that are accounted for under the cost method. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

TRANSLATION OF FOREIGN CURRENCIES

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

FINANCIAL INSTRUMENTS

Financial instruments consisting of cash, trade and notes receivable are considered to have a fair value which approximates carrying value due to the short term maturity of these instruments. The carrying value of the company's long term debt includes borrowing under a revolving credit facility which approximates fair value due to its variable interest rates and senior notes which also have a fair value approximately equal to carrying value at December 31, 2004.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk primarily consist of trade accounts receivable. The concentration of accounts receivable credit risk is generally limited based on the Company's diversified operations, with customers spread across many industries and countries. No single customer accounts for more than two percent of total sales and no country, outside of the United States, accounts for more than ten percent of total sales. In addition, management has established certain requirements that customers must meet before credit is extended. The financial condition of customers is continually monitored and collateral is usually not required.

INVENTORIES

Inventories are stated at the lower of cost or market. For approximately 36 percent of its inventories, the Company uses the last-in, first-out (LIFO) method of determining cost. All other inventories are valued at the first-in, first-out (FIFO) method of determining cost.

If the FIFO method of inventory cost valuation had been used exclusively by the Company, inventories would have been $8,459,000, $4,074,000, and $4,455,000 higher than reported at December 31, 2004, 2003 and 2002, respectively.

24

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization on the basis of the straight-line method over the estimated useful lives of the assets as follows:

Buildings...................................................   20 to 30 years
Leasehold Improvements......................................    7 to 10 years
Machinery and Equipment.....................................    3 to 10 years
Vehicles....................................................    1 to  3 years

LONG-LIVED ASSETS

The Company reviews its long-lived assets and identifiable intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Measurement of the amount of impairment may be based on appraisal, market values of similar assets or discounted future cash flows resulting from the use and ultimate disposition of the asset. In 2004, the Company recorded expense of approximately $317,000 to write off the unamortized intangible assets and net book value of molds related to a small consumer product line which the Company decided to discontinue. There were no impairment charges recorded in connection with the long-lived assets in 2003 or 2002.

REVENUE RECOGNITION

The Company recognizes revenue from sales when goods are shipped and title has passed to the customer.

SHIPPING AND HANDLING

Shipping and handling expenses are classified as selling expenses in the accompanying statements of consolidated Income. The Company incurred shipping and handling costs of approximately $21.9 million, $17.9 million and $15.1 million for the years ended December 31, 2004, 2003, and 2002, respectively.

INCOME TAXES

Deferred income taxes are provided to recognize differences between financial statement and income tax reporting, principally for depreciation, tax deductible goodwill, non-deductible reserves and certain valuation allowances. No provision is made for U.S. income taxes on the unremitted earnings of foreign subsidiaries as the Company's intention is to indefinitely reinvest these earnings in the operations of these subsidiaries. The Company intends to review this policy for 2005 given the impact of The American Jobs Creation Act of 2004.

GOODWILL AND INTANGIBLE ASSETS

Effective January 1, 2002, the Company adopted the provisions of SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No reclassification of intangible assets apart from goodwill was necessary as a result of the Company adopting the new standard.

Under the provisions of SFAS No. 142, the Company was required to perform a transitional goodwill impairment test within six months of adopting the new standard and to test for impairment on at least an annual basis thereafter. The Company conducts its annual impairment assessment of October 1. In evaluating goodwill for impairment the Company uses a combination of valuation techniques including the use of market

25

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

based multiples and discounted cash flows to determine the fair values of its business reporting units. The variables and assumptions used, including the projections of future cash flows, the discount rates and the market multiples observed in sale transactions are determined separately for each reporting unit. The Company compares the fair value of each of its reporting units to their respective carrying values, including related goodwill. These tests resulted in no impairment to the recorded amounts of goodwill in 2004, 2003 or 2002. In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill effective January 1, 2002, at which time accumulated amortization was $30.7 million. The change in goodwill for the year ended December 31, 2004 is as follows:

                                  BALANCE AT                     FOREIGN CURRENCY      BALANCE AT
           SEGMENT              JANUARY 1, 2004   ACQUISITIONS     TRANSLATION      DECEMBER 31, 2004
           -------              ---------------   ------------   ----------------   -----------------
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..........      108,360               0            8,531             111,891
Manufacturing of automotive
  and custom products.........       24,554          35,646                0              60,199
Manufacturing of lawn and
  garden products.............       60,787          11,102                0              71,889
                                   --------         -------           ------            --------
Total.........................     $224,298         $46,747           $8,531            $279,576
                                   ========         =======           ======            ========

Intangible assets other than goodwill primarily consists of customer relationship assets established in connection with the purchase accounting for ATP Automotive (see Acquisitions footnote) or to patents held by the Company. These intangible assets are amortized over their estimated useful lives, which for the customer relationship intangibles is 7 to 10 years and for patents is the period through their expiration date, not to exceed 17 years. Estimated annual amortization expense for the five years ending December 31, 2009 are:
$1,307,000 in 2005; $1,307,000 in 2006; $1,238,000 in 2007; $1,086,000 in 2008 and $802,000 in 2009.

NET INCOME PER SHARE

Net income per share, as shown on the Statements of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the year, and for all periods shown basic and diluted earnings per share are identical. During the year ended December 31, 2004, the Company issued a 10 percent stock dividend and in the year ended December 31, 2002, the Company declared a five-for-four stock split. All per share data has been adjusted for the stock dividend and split.

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 SFAS No. 123, "Accounting for Stock Based Compensation," provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model. If the Company had recognized compensation expense using the fair value method under SFAS No. 123 rather than APB 25, net income would not have been materially different than reported amounts and net income per share would be identical for 2004, 2003 and 2002. In calculating the fair value

26

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

compensation expense under SFAS No. 123, the Company uses a Black Scholes option pricing model and assumes that all options will vest and be exercised at the expiration date of the grant. Other assumptions used in calculating the compensation expense for options granted in 2003 include a dividend yield of 2.3 percent, a risk free interest rate of 3.875 percent and a volatility measure based on the Company's stock beta of .85.

                                                           2004      2003      2002
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                  -------   -------   -------
Net income as reported..................................  $25,710   $16,326   $23,960
Stock option compensation as reported...................      -0-       -0-       -0-
Fair value of stock option compensation.................      -0-         9       -0-
                                                          -------   -------   -------
Proforma net income.....................................  $25,710   $16,317   $23,960
                                                          =======   =======   =======
Net income per share:
  Basic and diluted as reported.........................  $   .76   $   .49   $   .73
  Basic and diluted proforma............................  $   .76   $   .49   $   .73

In December 2004, the Financial Accounting Standards Board issued SFAS No.
123 (revised) "Share Based Payment" (SFAS No. 123R). SFAS No. 123R requires the 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 third quarter of 2005. The Company is currently evaluating the impact of SFAS No. 123R on its financial statements.

CONTINGENCIES

On July 15, 2004, the Company announced that it was reporting to the U.S. Department of Justice and the Securities and Exchange Commission (SEC) certain international business practices that are 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 a foreign subsidiary to prohibited customers in certain prohibited international jurisdictions. These business practices have been discontinued and an investigation, which is not yet completed, is being conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its employees. The Company will seek to settle any enforcement issues arising from these matters, however, at this time the Company cannot reasonably estimate its potential liability and, therefore, has not recorded any provision for any resulting settlement or potential fines and penalties as of December 31, 2004. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question had no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of prior reported financial results since it is believed that these transactions were accurately reported in the Company's financial statements.

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 acquired businesses had 2003 annual sales of approximately $60 million. The total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. ATP complements our existing product offering in our plastic and rubber original equipment and replacements parts market. The

27

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

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.

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, Pro Cal had net sales of approximately $28 million in 2003. 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 December 31, 2004 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 the Company's plastic horticultural product offering. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals and additional information become available.

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 had net sales of approximately $5.2 million for the year ended June 30, 2004. 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.

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

                                                          ATP      PRO CAL    DIAKON
(IN THOUSANDS)                                          --------   --------   -------
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     14,889     2,954
  Other...............................................     2,101        215         6
                                                        --------   --------   -------
                                                          33,307     24,563     5,560
Liabilities assumed:
  Debt................................................   (26,045)    (9,519)      -0-
  Accounts payable and accruals.......................    (8,644)    (4,820)   (2,127)
  Deferred taxes......................................    (4,041)    (2,862)      -0-
                                                        --------   --------   -------
                                                         (38,730)   (17,201)   (2,127)
Intangible-customer relationships.....................     5,867        -0-       -0-
Goodwill..............................................    34,726     11,102       919
                                                        --------   --------   -------
Total consideration in cash and stock.................  $ 35,170   $ 18,464   $ 4,352
                                                        ========   ========   =======

Of the $46,747,000 allocated to goodwill in the above transactions, $12,393,000 is tax-deductible goodwill.

28

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

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. ATP and Diakon have been included in the Automotive and Custom Segment while Pro Cal is included in the Lawn and Garden Segment. 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, 2003.

                                                                2004       2003
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                      --------   --------
Net sales...................................................  $835,039   $748,288
Net income..................................................    27,663     22,348
Net income per share........................................       .82        .65

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, 2003 or future results.

STOCK OPTIONS

In 1999, the Company and its shareholders adopted the 1999 Stock Plan allowing the Board of Directors to grant key employees and Directors the right to purchase Common Stock of the Company at the market price on the date of grant. In general, options granted and outstanding 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. At December 31, 2004, there were 1,887,728 stock option shares available for future grant. The activity listed below covers the 1999 Stock Plan, the 1997 Incentive Stock Plan and the 1992 Stock Option Plan.

Options granted during the past three years:

                                                                                WEIGHTED
                                                                                AVERAGE
YEAR                                                 SHARES        PRICE         PRICE
----                                                 -------   --------------   --------
2004...............................................   19,250   $        11.51    $11.51
2003...............................................  267,464   $8.00 to $9.08    $ 8.07
2002...............................................    6,875   $        11.20    $11.20

Options exercised during the past three years:

                                                                          WEIGHTED AVERAGE
YEAR                                          SHARES         PRICE         EXERCISE PRICE
----                                          -------   ---------------   ----------------
2004........................................  271,457   $7.44 to $12.64        $8.01
2003........................................   36,565   $7.60 to $ 9.08        $7.84
2002........................................  280,316   $7.44 to $ 9.02        $8.18

In addition, options totaling 105,241 and 363,318 expired during the years ended December 31, 2004 and 2003, respectively. Options outstanding and exercisable at December 31, 2004, 2003 and 2002 were as follows:

                                               RANGE OF EXERCISE                 WEIGHTED AVERAGE
YEAR                             OUTSTANDING        PRICES         EXERCISABLE    EXERCISE PRICE
----                             -----------   -----------------   -----------   ----------------
2004...........................    507,991     7$.44 to $12.29..     276,962          $ 8.20
2003...........................    865,439     7$.44 to $12.64..     528,974          $ 8.43
2002...........................    997,858     7$.44 to $14.35..     737,725          $10.12

29

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

LONG-TERM DEBT AND CREDIT AGREEMENTS

Long-term debt at December 31, consisted of the following:

                                                               2004           2003
                                                           ------------   ------------
Revolving credit agreement...............................  $169,971,052   $ 98,900,919
Senior notes.............................................   100,000,000    100,000,000
Industrial revenue bonds.................................     4,000,000      4,000,000
Other....................................................     3,388,318     12,553,909
                                                           ------------   ------------
                                                            277,359,368    215,454,828
Less current portion.....................................     2,107,090      4,452,137
                                                           ------------   ------------
                                                           $275,252,278   $211,002,691
                                                           ============   ============

On February 27, 2004, the Company entered into a new unsecured revolving credit facility (the Credit Facility) which enables the Company to borrow up to $225 million, including up to $50 million available for multi-currency loans in freely traded foreign currencies. Borrowing under the new Credit Facility were used to refinance the Company's revolving credit borrowings outstanding at that time, fund the acquisitions of ATP and Pro Cal and for general corporate purposes. Interest is based on the Prime rate or Euro dollar rate (for U.S. or Canadian dollar loans) or Eurocurrency Rate (for other multi-currency loans) plus an applicable margin that varies depending on the Company's ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA). At December 31, 2004 interest on the Credit Facility was 3.81%.In addition, the Company pays a quarterly facility fee. The Credit Facility expires in February 2009.

In December 2003, the Company issued $100 million in Senior Unsecured Notes (the Notes) consisting of $65 million of notes with an interest rate of 6.08 percent and a 7 year maturity and $35 million with an interest rate of 6.81 percent and a 10 year maturity. Proceeds from the issuance of the Notes were used to pay down term loan and revolving credit facility borrowing outstanding at that time.

In addition, at December 31, 2004, the Company had $7.4 million of other long-term debt consisting of industrial revenue bonds, certain indebtedness of acquired companies, and in-country credit facilities for the Company's international operations. The weighted average interest rate on these amounts outstanding at December 31, 2004, was 3.76 percent.

The Credit Facility and Notes contain customary covenants including the maintenance of minimum consolidated net worth, certain financial ratios regarding leverage and interest coverage, and limitation on annual capital expenditures. The Company was in compliance with all of its debt covenant requirements at December 31, 2004.

Maturities of long-term debt under the loan agreements in place at December 31, 2004 for the five years ending December 31, 2009 were approximately:
$2,107,090 in 2005; $545,000 in 2006; $376,000 in 2007; $361,000 in 2008 and $169,971,000 in 2009.

RETIREMENT PLANS

The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. Two plans are defined benefit plans with benefits primarily based upon a fixed amount for each completed year of service as defined.

30

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

For the Company's defined benefit plans, the net periodic pension cost was as follows:

                                                      2004        2003        2002
                                                    ---------   ---------   ---------
Service cost......................................  $ 240,314   $ 198,305   $ 188,990
Interest cost.....................................    333,201     319,292     303,202
Expected return on assets.........................   (343,796)   (239,885)   (261,029)
Amortization of transition obligation.............          0      (2,945)     (2,942)
Amortization of prior service cost................     42,776      42,776      42,776
Amortization of net loss..........................     67,536      76,748      14,032
                                                    ---------   ---------   ---------
Net periodic pension cost.........................  $ 340,031   $ 394,291   $ 285,029
                                                    =========   =========   =========

The reconciliation of changes in projected benefit obligations are as follows:

                                                      2004         2003         2002
                                                   ----------   ----------   ----------
Benefit obligation at beginning of year..........  $5,684,187   $4,884,755   $4,485,321
  Service cost...................................     240,314      198,305      188,990
  Interest cost..................................     333,201      319,292      303,202
  Plan amendments................................           0            0            0
  Actuarial loss.................................     139,729      455,307       66,248
  Benefits paid..................................    (251,979)    (173,472)    (159,006)
                                                   ----------   ----------   ----------
Benefit obligation at end of year................  $6,145,452   $5,684,187   $4,884,755
                                                   ==========   ==========   ==========

The assumptions used to determine the net periodic benefit cost and benefit obligations are as follows:

                                                              2004   2003
                                                              ----   ----
Discount rate for net periodic pension cost.................  6.00%  6.75%
Discount rate for benefit obligations.......................  5.75%  6.00%
Expected long-term return of plan assets....................  8.00%  8.00%

Future benefit increases were not considered, as there is no substantive commitment to increase benefits. The expected long-term rate of return assumption is based on the actual historical rate of return on assets adjusted to reflect recent market conditions and future expectation consistent with the Company's current asset allocation and investment policy.

The following table reflects the change in the fair value of the plans' assets:

                                                      2004         2003         2002
                                                   ----------   ----------   ----------
Fair value of plan assets at beginning of year...  $3,937,937   $2,843,312   $3,199,226
Actual return on plan assets.....................     583,865      766,459     (550,240)
Company contribution.............................   1,003,612      535,000      369,000
Expenses paid....................................     (75,221)     (33,362)     (15,668)
Benefits paid....................................    (251,979)    (173,472)    (159,006)
                                                   ----------   ----------   ----------
Fair value of plan assets at end of year.........  $5,198,214   $3,937,937   $2,843,312
                                                   ==========   ==========   ==========

31

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The weighted average asset allocations for the Company's defined benefit plans at December 31, 2004 and 2003, are as follows:

                                                              2004   2003
                                                              ----   ----
Equities securities.........................................   82%    82%
Debt securities.............................................   17     17
Cash........................................................    1      1
                                                              ---    ---
Total.......................................................  100%   100%
                                                              ===    ===

The Company's investment policy related to the defined benefit plans is to provide for aggressive capital growth with moderate income production. Capital growth through equity exposure is emphasized which is balanced with small to moderate use of fixed income investments. Equity exposure is limited to a maximum of 85 percent of the total portfolios.

The following table provides a reconciliation of the funded status of the plans, both of which were underfunded at December 31, 2004 and 2003:

                                                                 2004         2003
                                                              ----------   -----------
Funded status...............................................  $ (947,238)  $(1,746,250)
Unrecognized liability......................................           0             0
Unrecognized prior service cost.............................     276,149       318,925
Unrecognized net loss.......................................   1,379,093     1,471,748
                                                              ----------   -----------
Net amount recognized.......................................  $  708,004   $    44,423
                                                              ==========   ===========

Under the provisions of SFAS No. 87, the Company recorded an additional minimum pension liability of $1,655,242 in other accrued expenses at December 31, 2004, of which $717,092 has been recorded as a component of accumulated other comprehensive income and $276,149 as an intangible pension asset. The accumulated benefit obligation for the defined benefit plans was $6,145,452 and $5,684,187 at December 31, 2004 and 2003, respectively. The Company does not expect to make a contribution to its defined benefit pension plans in 2005.

Benefit payments projected for the plans are as follows:

2005........................................................   $  251,200
2006........................................................      273,933
2007........................................................      299,629
2008........................................................      322,023
2009........................................................      354,405
2010 - 2014.................................................    2,185,956

A profit sharing plan is maintained for the Company's U.S. based employees, not covered under defined benefit plans, who have met eligibility service requirements. The amount to be contributed by the Company under the profit sharing plan is determined at the discretion of the Board of Directors. Profit sharing plan expense was $1,510,000, $1,450,000 and $1,700,000, for the years 2004, 2003 and 2002, respectively. In addition, the Company has a Supplemental Executive Retirement Plan (SERP) to provide participating senior executives with retirement benefits in addition to amounts payable under the profit sharing plan. Expense related to the SERP was $1,175,000, $1,044,000 and $253,000 for the years 2004, 2003 and 2002, respectively. The SERP is unfunded. As of December 31, 2004 and 2003 the SERP had an accrued balance of $4,508,000 and $3,725,000, respectively. The accrued liabilities related to the profit sharing plan and the SERP are included in the employee compensation and related items liability on the accompanying statements of consolidated financial position.

32

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

LEASES

The Company and certain of its subsidiaries are committed under non-cancelable operating leases involving certain facilities and equipment. Aggregate rental expense for all leased assets was $12,466,000, $10,836,000, and $9,395,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

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

YEAR ENDED
DECEMBER 31,                                      COMMITMENT
------------                                      -----------
  2005.........................................   $13,275,000
  2006.........................................    10,076,000
  2007.........................................     7,880,000
  2008.........................................     6,617,000
  2009.........................................     5,217,000
  Thereafter...................................     8,925,000

INCOME TAXES

The effective tax rate was 33.6% in 2004, 33.8% in 2003 and 40.6% in 2002. A reconciliation of the Federal statutory income tax rate to the Company's effective tax rate is as follows:

                                                              PERCENT OF PRE-TAX INCOME
                                                              -------------------------
                                                              2004      2003      2002
                                                              -----     -----     -----
Statutory Federal income tax rate...........................  35.0%     35.0%     35.0%
State Income Taxes -- net of Federal tax benefit............   4.1       3.1       4.2
Foreign tax rate differential...............................  (4.9)     (4.7)      1.1
Other.......................................................  (0.6)      0.4       0.3
                                                              ----      ----      ----
Effective tax rate for the year.............................  33.6%     33.8%     40.6%
                                                              ====      ====      ====

Income before income taxes was attributable to the following sources:

                                                             (DOLLAR IN THOUSANDS)
                                                          ---------------------------
                                                           2004      2003      2002
                                                          -------   -------   -------
United States...........................................  $30,511   $16,917   $34,231
Foreign.................................................    8,218     7,730     6,130
                                                          -------   -------   -------
Totals..................................................  $38,729   $24,647   $40,361
                                                          =======   =======   =======

Income taxes consisted of the following:

                                       2004                 2003                 2002
                                ------------------   ------------------   ------------------
                                CURRENT   DEFERRED   CURRENT   DEFERRED   CURRENT   DEFERRED
                                -------   --------   -------   --------   -------   --------
(DOLLARS IN THOUSANDS)
Federal.......................  $ 8,690   $   928    $2,904     $2,694    $ 7,269    $3,921
Foreign.......................    2,154    (1,173)      163      1,376      2,471       123
State and local...............    2,246       174       839        345      2,135       482
                                -------   -------    ------     ------    -------    ------
                                $13,090   $   (71)   $3,906     $4,415    $11,875    $4,526
                                =======   =======    ======     ======    =======    ======

33

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

Significant components of the Company's deferred taxes as of December 31, 2004 and 2003 are as follows:

                                                               2004      2003
                                                              -------   -------
(DOLLARS IN THOUSANDS)
Deferred income tax liabilities
  Property, plant and equipment.............................  $26,270   $22,483
  Tax deductible goodwill...................................    8,051     3,911
  Employee benefit trust....................................        0       602
  Other.....................................................    3,062     2,473
                                                              -------   -------
                                                               37,383    29,469
Deferred income tax assets
  Compensation..............................................    3,338     3,683
  Inventory valuation.......................................      970     1,150
  Allowance for uncollectible accounts......................    1,333       817
  Non-deductible accruals...................................    3,648     1,895
                                                              -------   -------
                                                                9,289     7,545
                                                              -------   -------
Net deferred income tax liability...........................  $28,094   $21,924
                                                              =======   =======

In addition, the Company has reserved the deferred tax benefit of certain tax loss carryforwards in foreign countries that if realized would reduce future income tax expense by approximately $5,540,000 at December 31, 2004 and $6,504,000 at December 31, 2003. The net change in the reserve is $964,000 from year to year. Of these carryforwards at December 31, 2004, $936,000 expires in various years through 2008, and $4,604,000 has no expiration date. The Company also has U.S. foreign tax credit carryforwards of approximately $800,000 which expire in 2009.

The American Jobs Creation Act of 2004 introduced a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer, provided certain provisions are met. Myers Industries has an accounting policy to not record a provision for unremitted earnings of foreign subsidiaries as it has been the Company's intention to indefinitely reinvest these earnings of these subsidiaries. The Company has not yet evaluated the effects of the tax law change on its policy of reinvesting foreign earnings. The Company expects to complete its evaluation by June 30, 2005. The amounts being considered for repatriation range from $0 to $15,000,000, which would have an income tax effect of up to $788,000.

The proforma effect on earnings would be as follows:

                                                              AS REPORTED   PROFORMA
                                                                 2004         2004
                                                              -----------   --------
(IN THOUSANDS, EXCEPT PER SHARE)
Income before income taxes..................................    $38,729     $38,729
Income taxes................................................     13,020      13,808
                                                                -------     -------
Net income..................................................    $25,710     $24,921
                                                                =======     =======
Net income per share:.......................................    $   .76     $   .74
                                                                =======     =======

INDUSTRY SEGMENTS

In 2004, the Company changed its reportable business segments. The business segment information for 2003 and 2002 has been restated to conform with the current year business segment presentation.

34

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

The Company's business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, 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.

In each of its four manufacturing segments, the Company designs, produces, and markets a wide range of polymer products for diverse markets, customers, and applications. These products are made through a variety of molding processes in 31 facilities located throughout North America and Europe.

The Material Handling -- North America and Material Handling -- Europe Segments include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, and storage and organization products. The product selection, manufacturing processes, and markets served by each segment are similar. The North American segment includes operations conducted in the United States, Canada, and Mexico; the European segment includes operations conducted in Belgium, the Czech Republic, Denmark, France, Germany, Italy, Portugal, Spain, Switzerland, the United Kingdom. The reusable container products in both segments provide customers with cost-saving material handling solutions for applications such as shipping heavy automotive parts to assembly lines, transporting perishable food products to retailers, organizing small parts, and creating custom storage systems. Markets served encompass various niches of industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, healthcare, appliance, bakery, electronics, textiles, consumer, and others. Products are sold both direct to end-users and through distributors.

In the Automotive and Custom Segment, the Company engineers and manufactures plastic and rubber original equipment and replacement parts, rubber tire repair and retread products, and a diverse array of custom plastic and rubber products. Representative products include: plastic HVAC ducts, water/waste storage tanks, and interior/exterior vehicle trim components; rubber air intake hoses, vibration isolators, emissions tubing assemblies, and trailer bushings; and custom products such as plastic tool boxes and calendered rubber sheet stock. The segment serves a diverse group of niche markets: automotive, recreational vehicle, recreational marine, heavy truck, construction and agriculture equipment, healthcare, and transportation, to name a few.

Myers Industries' Lawn and Garden Segment meets the complete needs of the North American horticultural market with plastic products such as seedling trays, nursery pots, hanging baskets, and custom printed containers, as well as decorative resin planters. Markets/customers include professional growers, greenhouses, nurseries, retail garden centers, mass merchandisers, and consumers.

The Company's Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive underbody repair. The breadth and depth of the product line is unmatched in the industry, covering categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/retread supplies. The Distribution Segment operates domestically through 39 branches located in major cities throughout the United States and in foreign countries through export sales and businesses in which the Company holds an equity interest. Markets served include retail and truck tire dealers, commercial auto and truck fleets, auto dealers, general service and repair centers, tire retreaders, and government agencies.

Total sales from foreign business units and export were approximately $242.4 million, $210.3 million and $182.5 million for the years 2004, 2003 and 2002, respectively. There are no individual foreign countries for which sales are material. Long-lived assets in foreign countries consisting primarily of property, plant and

35

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

equipment and goodwill were approximately $167.9 million at December 31, 2004 and $156.8 million at December 31, 2003. No single customer accounts for 10 percent or more of total company net sales.

                                                         2004       2003       2002
                                                       --------   --------   --------
                                                           (DOLLARS IN THOUSANDS)
NET SALES
Distribution of aftermarket repair products and
  services...........................................  $171,626   $158,317   $154,028
Manufacturing of material handling products -- North
  America............................................   189,393    172,102    161,687
Manufacturing of material handling
  products -- Europe.................................   167,158    149,255    127,418
Manufacturing of automotive and custom products......   171,089    102,496     98,799
Manufacturing of lawn and garden products............   118,544     93,458     80,729
Intra-segment elimination............................   (14,740)   (14,537)   (14,670)
                                                       --------   --------   --------
                                                       $803,070   $661,091   $607,991
                                                       ========   ========   ========
INCOME BEFORE INCOME TAXES
Distribution of aftermarket repair products and
  services...........................................  $ 17,289   $ 12,537   $ 16,970
Manufacturing of material handling products -- North
  America............................................    19,665      8,699     23,546
Manufacturing of material handling
  products -- Europe.................................     5,880      6,936      3,751
Manufacturing of automotive and custom products......    13,093      9,400      9,697
Manufacturing of lawn and garden products............    11,963      8,796      8,097
Corporate............................................   (15,839)   (11,647)    (9,890)
Interest expense-net.................................   (13,322)   (10,074)   (11,810)
                                                       --------   --------   --------
                                                       $ 38,729   $ 24,647   $ 40,361
                                                       ========   ========   ========
IDENTIFIABLE ASSETS
Distribution of aftermarket repair products and
  services...........................................  $ 48,339   $ 44,077   $ 50,934
Manufacturing of material handling products -- North
  America............................................   152,110    148,456    156,922
Manufacturing of material handling
  products -- Europe.................................   247,997    221,759    186,309
Manufacturing of automotive and custom products......   157,672     73,007     74,189
Manufacturing of lawn and garden products............   173,909    133,039    128,550
Corporate............................................     6,101      1,644      6,008
Intra-segment elimination............................      (525)      (355)      (430)
                                                       --------   --------   --------
                                                       $785,603   $621,627   $602,482
                                                       ========   ========   ========
CAPITAL ADDITIONS, NET
Distribution of aftermarket repair products and
  services...........................................  $    180   $     46   $     52
Manufacturing of material handling products -- North
  America............................................     6,576      7,160      8,728
Manufacturing of material handling
  products -- Europe.................................     8,164      4,900      8,040
Manufacturing of automotive and custom products......     5,420      2,557      4,516
Manufacturing of lawn and garden products............     5,352      4,408      6,611
Corporate............................................       207        939        442
                                                       --------   --------   --------
                                                       $ 25,899   $ 20,010   $ 28,389
                                                       ========   ========   ========

36

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

                                                         2004       2003       2002
                                                       --------   --------   --------
                                                           (DOLLARS IN THOUSANDS)
DEPRECIATION
Distribution of aftermarket repair products and
  services...........................................  $    361   $    383   $    433
Manufacturing of material handling products -- North
  America............................................    12,820     13,377     14,621
Manufacturing of material handling
  products -- Europe.................................     8,948      8,393      7,557
Manufacturing of automotive and custom products......     5,577      4,269      4,254
Manufacturing of lawn and garden products............     8,358      7,645      6,958
Corporate............................................       644        711        727
                                                       --------   --------   --------
                                                       $ 36,708   $ 34,778   $ 34,550
                                                       ========   ========   ========

37

MYERS INDUSTRIES, INC.

EMPLOYEE STOCK PURCHASE PLAN

CONTENTS

Report of Independent Registered Public Accounting Firm on the Myers Industries, Inc. Employee Stock Purchase Plan

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

(1) Statements of Assets Available for Plan Benefits as of December 31, 2004 and 2003; and

(2) Statements of Changes in Assets Available for Plan Benefits for the Years Ended December 31, 2004 and 2003.

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

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Myers Industries, Inc.
Employee Stock Purchase Plan Administrator

We have audited the accompanying statements of assets available for plan benefits of the Myers Industries, Inc. Employee Stock Purchase Plan as of December 31, 2004 and 2003, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred above present fairly, in all material respects, the assets available for plan benefits of the Myers Industries, Inc. Employee Stock Purchase Plan at December 31, 2004, and 2003, and the changes in its assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Akron, Ohio
March 15, 2005

39

MYERS INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2004 AND 2003

                                                                2004       2003
                                                              --------   --------
Receivable from Trustee (Myers Industries, Inc.)............  $118,952   $109,202
                                                              ========   ========

STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                2004        2003
                                                              ---------   ---------
Contributions:
Assets Available for Plan Benefits at beginning of year.....  $ 109,202   $ 113,348
                                                              ---------   ---------
Participants' contributions during the year.................    459,935     470,722
Assets Available for Stock Purchases........................    569,137     584,070
  Less:
Assets Used for Stock Purchases.............................   (450,185)   (474,868)
                                                              ---------   ---------
Assets Available for Plan Benefits at End of Year...........  $ 118,952   $ 109,202
                                                              =========   =========

See the accompanying notes to financial statements.

40

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1. DESCRIPTION OF PLAN

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

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

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

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

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

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

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

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

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

(h) WITHDRAWAL. A participant in the Stock Plan may terminate his interest in a given offering in whole, but not in part, by giving written notice to the Company of their election to withdraw at any time prior to the end of the applicable offering period. Such withdrawal automatically terminates the participant's interest in

41

MYERS INDUSTRIES, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

that offering, but does not have any effect upon such participant's eligibility to participate in subsequent offerings under the Stock Plan.

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

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

(c) USE OF ESTIMATES. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amount and disclosures. Actual results could differ from those estimates.

42

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9.(A) CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized, and reported on a timely basis, the Company's management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of December 31, 2004.

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

Management understands that due to the existence of this material weakness at December 31, 2004, that it is unable to conclude that the Company's internal controls over financial reporting was effective as of December 31, 2004. It is also possible that, as a result of the ongoing evaluation of our internal controls over financial reporting, one or more additional deficiencies could be identified, which either individually or when aggregated with other deficiencies, could constitute an additional material weakness or weaknesses.

MANAGEMENT'S REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has made the decision to utilize the exemption provided by the Commission's order under Section 36 of the Securities Exchange Act of 1934, detailed in Release No. 50754 dated November 30, 2004. As such, the Company is not filing at this time either (a) Management's annual report on internal control over financial reporting required by Item 308(a) of Regulation S-K, or
(b) the related Attestation report of our Independent Registered Public Accounting Firm required by Item 308(b) of Regulation S-K. The Company intends to complete its Form 10-K by filing an amendment to such form to include these two items not later than 45 days after the end of the 75 day filing period specified in Form 10-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information about the directors of the Registrant, see "Election of Directors" on pages 4 through 9 of Registrant's Proxy Statement dated March 18, 2005 ("Proxy Statement"), which is incorporated herein by reference.

The Board of Directors of the Registrant has determined that a majority of the current Audit Committee members would qualify as an "audit committee financial expert," and that each member of the Committee is "independent" under the applicable rules. The Board, however, has determined not to name any single member of the Audit Committee as "financial expert" since the Board does not believe such a designation is necessary for the Audit Committee or Board's effective performance.

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

Disclosures by the Registrant with respect to compliance with Section 16(a) appear on page 8 of the Proxy Statement, and are incorporated herein by reference.

43

ITEM 11. EXECUTIVE COMPENSATION

See "Executive Compensation and Other Information" on pages 10 through 13 of the Proxy Statement, which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Principal Shareholders," "Election of Directors" and "Beneficial Ownership" on page 20, pages 4 through 9, and page 14 respectively, of the Proxy Statement, which are incorporated herein by reference.

                                                                                                 (C)
                                                                                        NUMBER OF SECURITIES
                                                (A)                                    REMAINING AVAILABLE FOR
                                      NUMBER OF SECURITIES TO           (B)             FUTURE ISSUANCE UNDER
                                          BE ISSUED UPON          WEIGHTED-AVERAGE       EQUITY COMPENSATION
                                             EXERCISE            EXERCISE PRICE OF        PLANS (EXCLUDING
                                      OF OUTSTANDING OPTIONS,   OUTSTANDING OPTIONS,    SECURITIES REFLECTED
PLAN CATEGORY                           WARRANTS OR RIGHTS       WARRANTS OR RIGHTS        IN COLUMN (A))
-------------                         -----------------------   --------------------   -----------------------
EQUITY COMPENSATION PLANS APPROVED
  BY SECURITY HOLDERS(1)............          505,762                  $8.20                  2,035,947
EQUITY COMPENSATION PLANS NOT
  APPROVED BY SECURITY HOLDERS......              -0-                    -0-                        -0-
                                              -------                  -----                  ---------
Total...............................          505,762                    -0-                  2,035,947
                                              =======                  =====                  =========


(1) This information is as January 31, 2005 and includes the 1992, 1997 and 1999 Stock Plans, and the Employee Stock Purchase Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Required information regarding fees paid to and services provided by the Company's independent auditor during the years ended December 31, 2004 and 2003 and the pre-approved policies and procedures of the Audit Committee of the Company's Board of Directors is set forth on page 17 of the Proxy Statement dated March 18, 2005, which is incorporated herein by reference.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements of the Registrant appear in

Part II of this Report:

15. (A)(1) FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF MYERS INDUSTRIES, INC. AND

SUBSIDIARIES

Report of Independent Registered Public Accounting Firm

Statements of Consolidated Financial Position As Of December 31, 2004 and 2003

Statements of Consolidated Income For The Years Ended December 31, 2004, 2003 and 2002

Statements of Consolidated Shareholders' Equity and Comprehensive Income For The Years Ended December 31, 2004, 2003 and 2002

Statements of Consolidated Cash Flows For The Years Ended December 31, 2004, 2003 and 2002

Notes to Consolidated Financial Statements For The Years Ended December 31, 2004, 2003 and 2002

44

FINANCIAL STATEMENTS FOR THE MYERS INDUSTRIES, INC. EMPLOYEE STOCK

PURCHASE PLAN

Statements of Assets Available for Plan Benefits As Of December 31, 2004 and 2003

Statements of Changes in Assets Available for Plan Benefits For The Years Ended December 31, 2004 and 2003

15. (A)(2) FINANCIAL STATEMENT SCHEDULES

Selected Quarterly Financial Data For The Years Ended December 31, 2004 and 2003

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

15. (B) EXHIBITS

EXHIBIT INDEX

 3(a)  Myers Industries, Inc. Amended and Restated Articles of
       Incorporation.
 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 Letter between Myers Industries, Inc. and John C.
       Orr dated February 14, 2003 as amended January 13, 2005.
10(i)  Change of Control Agreement between Myers Industries, Inc.
       and John C. Orr dated February 14, 2003. Reference is made
       to Exhibit 10(i) to Form 10-Q filed with the Commission on
       May 6, 2003.*
10(j)  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(k)  Supplemental Compensation Agreement for Milton I. Wiskind
       dated April 25, 1996. Reference is made to Exhibit (10)(h)
       to Form 10-K filed with the Commission on March 26, 2003.*
10(l)  Settlement and Release Agreement between Myers Industries,
       Inc. and Milton I. Wiskind dated February 22, 2004*.
10(m)  Supplemental Compensation Agreement between Myers
       Industries, Inc. and Milton I Wiskind dated February 22,
       2005.*

45

  10(n)  Employment Contract between Myers Europe, SA (fka Myers AE,
         SA) and Jean-Paul Lesage dated February 1, 1999. Reference
         is made to Exhibit (10)(i) to Form 10-K filed with the
         Commission on March 26, 2003.*
  10(o)  Settlement Agreement between Allibert-Buckhorn Europe, SAS
         and Jean-Paul Lesage dated July 27, 2004*.
  10(p)  Supplemental Compensation Agreement between Myers
         Industries, Inc. and Jean-Paul Lesage dated November 1,
         2004.*
  10(q)  Description of the terms of employment between Myers
         Industries, Inc. and Kevin C. O'Neil.
  10(r)  Form of Stock Option Grant Agreement.
  10(s)  Amended and Restated Loan Agreement between Myers
         Industries, Inc. and Banc One, NA, Agent dated as of
         February 27, 2004. Reference is made to Exhibit 10(n) to
         Form 10-K filed with the Commission on March 15, 2004.
  10(t)  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) for Form 10-Q filed with the Commission on August 6,
         2004.
  10(u)  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(v)  Myers Industries, Inc. Non-Employee Board of Directors
         Compensation Arrangement.
  14(a)  Myers Industries, Inc. Code of Business Conduct and Ethics.
  14(b)  Myers Industries, Inc. Code of Ethical Conduct for the
         Finance Officers and Finance Department Personnel.
  21     Myers Industries, Inc., Direct and Indirect Subsidiaries.
  23(a)  Consent of Independent Registered Public Accounting Firm.
  23(b)  Consent of Independent Registered Public Accounting
         Firm -- Myers Industries, Inc. Employee Stock Purchase Plan
31.1     Certification of Stephen E. Myers, President and Chief
         Executive Officer of Myers Industries, Inc, pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.
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 2002.
  32     Certifications of Stephen E. 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.

15. (D) FINANCIAL STATEMENTS

See subparagraph 15(a)(1) above.

46

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MYERS INDUSTRIES, INC.

      /s/ GREGORY J. STODNICK
--------------------------------------
         Gregory J. Stodnick
    Vice President -- Finance and
       Chief Financial Officer

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

                SIGNATURE                                    TITLE                        DATE
                ---------                                    -----                        ----



         /s/ GREGORY J. STODNICK              Vice President -- Finance and Chief    March 16, 2005
------------------------------------------       Financial Officer (Principal
           Gregory J. Stodnick                 Financial and Accounting Officer)




            /s/ KEITH A. BROWN                             Director                  March 16, 2005
------------------------------------------
              Keith A. Brown




             /s/ KARL S. HAY                               Director                  March 16, 2005
------------------------------------------
               Karl S. Hay




                                                           Director
------------------------------------------
           Richard P. Johnston




           /s/ MICHAEL W. KANE                             Director                  March 16, 2005
------------------------------------------
             Michael W. Kane




           /s/ EDWARD W. KISSEL                            Director                  March 16, 2005
------------------------------------------
             Edward W. Kissel




           /s/ STEPHEN E. MYERS              Chairman, Chief Executive Officer and   March 16, 2005
------------------------------------------       Director (Principal Executive
             Stephen E. Myers                              Officer)




          /s/ RICHARD L. OSBORNE                           Director                  March 16, 2005
------------------------------------------
            Richard L. Osborne




            /s/ JON H. OUTCALT                             Director                  March 16, 2005
------------------------------------------
              Jon H. Outcalt




                                             Vice Chairman, Secretary and Director
------------------------------------------
            Milton I. Wiskind

47

EXHIBIT 3(a)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION
OF

MYERS INDUSTRIES, INC.

Effective April 29, 1999

ARTICLE I
NAME

The name of the corporation shall be "Myers Industries, Inc."

ARTICLE II
PRINCIPAL OFFICE

The place in the State of Ohio where the principal office of the corporation is to be located is the City of Akron, Summit County, Ohio.

ARTICLE III
PURPOSE

The purpose or purposes for which the corporation is formed are:

To engage in the business of manufacturing, developing, supplying, promoting, distributing, leasing and selling at wholesale and retail the following:

(1) Materials, tools, supplies, machinery and equipment for the servicing, repairing, recapping, vulcanizing and maintaining of tires;

(2) Equipment and supplies as an aid to the selling of tires and tubes;

(3) Automotive parts, supplies and accessories;

(4) Cements and adhesives;

(5) Chemicals for vulcanizing and other purposes;

-1-

(6) Rubber, plastic and metal parts and products;

(7) Other products and merchandise of every kind and description.

To carry on any activity for the purposes above stated, either directly or indirectly, and to do such further acts and things which the Board of Directors of the corporation may deem necessary or incidental to the foregoing purposes, and, in general, to carry on any other lawful business whatsoever in connection with the foregoing which the Board of Directors deems to be in furtherance of the foregoing purposes.

The corporation reserves the right at any time and from time to time to change its purposes in any manner now or hereafter permitted by statue. Any change of the purposes of the corporation, whether substantial or not, authorized or approved by the holders of shares entitled to exercise that proportion of the voting power of the corporation now or hereafter required for such authorization or approval, shall be binding and conclusive upon every shareholder of the corporation as fully as if such shareholder had voted therefor; and no shareholder, notwithstanding that he may have voted against such change of purposes or may have objected in writing thereto, shall be entitled to payment of the fair cash value of his shares.

In furtherance of and not in limitation of the general powers conferred by the laws of the State of Ohio and the objects and purposes herein set forth, this corporation shall also have the following powers, to-wit:

To purchase, acquire, hold, convey, lease, manage, improve, use, exchange, encumber, mortgage, dispose of or deal in property, real or personal, tangible or intangible; to purchase, acquire, guarantee, hold, dispose of or deal in shares, bonds, or any other evidence of ownership or indebtedness or contracts of any other person, firm or corporation; to acquire the good will, rights and property and to undertake to hold all or any part of the assets or to assume the liabilities of any person, firm or corporation; to do any or all of the things herein set forth to the same extent as natural persons might or could do as principals, agents, trustees or otherwise, directly or indirectly, alone or with others insofar as such acts are permitted to be done by a corporation authorized under and by virtue of the General Corporation Laws of the State of Ohio.

To do any and all other acts to the extent permitted by the General Corporation Law of the State of Ohio and which are not in violation of the laws of the State of Ohio.

ARTICLE IV
AUTHORIZED STOCK

The maximum number of shares which the Company is authorized to issue and to have outstanding at any time shall be Sixty-One Million (61,000,000) which shall be classified as follows:

-2-

A. Sixty Million (60,000,000) of said shares shall be Common Stock, without par value; and

B. One Million (1,000,000) of said shares shall be Serial Preferred Stock, without par value, the express terms of which are set forth herein.

1. Issuance. The shares of Serial Preferred Stock (herein called "Serial Preferred Stock") may be issued in series. The Board of Directors is hereby empowered to cause the entire unissued One Million (1,000,000) shares of Serial Preferred Stock to be issued in one or more series, from time to time, with such of the variations permitted by clauses (a) to (i), both inclusive, of section 2, as shall have been determined by the Board of Directors with respect to any shares prior to the issuance of such series; subject, however, to the provisions of sections 3 to 5, both inclusive, which provisions shall apply to all shares of Serial Preferred Stock.

2. Series. Serial Preferred Stock of different series may vary as to:

(a) The designation of the series, which may be by distinguishing number, letter or title.

(b) The number of shares of the series.

(c) The dividend rates of the series.

(d) The dates at which dividends, if declared, shall be payable.

(e) The redemption terms, rights and price or prices per share of the series.

(f) The terms and amount of any sinking fund provided for the purchase or redemption of shares of any series.

(g) Whether the shares of the series shall be convertible into Common Shares and, if so, the conversion price or prices and the adjustments thereof, if any, and all other terms and conditions upon which such conversion may be made.

(h) The liquidation price of the series.

(i) Restrictions on issuance of shares of the same series or of any other class or series.

The Board of Directors is expressly authorized to adopt from time to time

-3-

amendments to the Articles of Incorporation of the corporation fixing, with respect to said unissued shares of Serial Preferred Stock, or any series thereof, the items specified in clauses (a) to
(i), both inclusive.

3. Dividend Rights. The holders of the Serial Preferred Stock of each series shall be entitled to receive if, as and when declared by the Board of Directors of the corporation out of any funds legally available therefor, dividends at the rate (and no more) and payable on the dates fixed for such series. Such dividends shall accrue and be cumulative from the first day of the dividend period in which each such share of Serial Preferred Stock is issued. A "dividend period" in respect of any share is the period between any two consecutive dividend payment dates, including the first of such dates as fixed for the series to which such share shall belong. Dividends in full shall not be declared and set apart for payment or paid on Serial Preferred Stock of any series for any dividend period unless dividends in full have been or are contemporaneously declared and set apart for payment or paid on Serial Preferred Stock of all series for the dividend periods terminating on the same or an earlier date. Dividends shall not be paid exclusively upon any one or more series of Serial Preferred Stock, but dividends shall be paid ratably upon all outstanding Serial Preferred Stock in the proportion to any one series that the annual dividend requirements of such series bear to the total annual dividend requirements of all outstanding Serial Preferred Stock. Accumulations of dividends shall not bear interest.

As long as any Serial Preferred Stock is outstanding, the corporation shall not declare or pay dividends (other than dividends payable in shares of the corporation ranking junior to the Serial Preferred Stock) on Common Shares or on any shares ranking junior to the Serial Preferred Stock, or purchase, redeem or retire any Common Shares or any such junior shares, or distribute any of its assets to the holders thereof at any time, (1) when the corporation is in default in the payment of any dividend on any Serial Preferred Stock, or (2) when the corporation is in default in any way with respect to any retirement or sinking fund provided with respect to any series of Serial Preferred Stock.

4. Liquidation Rights. Upon any liquidation, dissolution or winding up of the corporation, the holders of Serial Preferred Stock of each series shall be entitled, before any distribution is made to the Common Shares or any shares ranking junior to the Serial Preferred Stock, to be paid out of funds available for distribution to shareholders such liquidation price as may be fixed in the amendments to the Articles of Incorporation adopted by the Board of Directors with respect to each such series, plus, in each case, an amount equivalent to dividends accrued or in arrears thereon to the date full payment of such specified preferential amount is made to the holders thereof, and the Serial Preferred Stock shall not be entitled to any further payment. Neither the consolidation nor merger of the corporation with or into any other corporation or corporations, nor the sale

-4-

of all or substantially all of its assets, shall be deemed to be a liquidation, dissolution or winding up of the corporation within the meaning of this section.

5. Voting Rights. The holders of Serial Preferred Stock shall be entitled to one vote for each share; and except as otherwise provided herein or required by law, the holders of Serial Preferred Stock and the holders of Common Shares shall vote together as one class on all matters. No adjustment of the voting rights of holders of Serial Preferred Shares shall be made for an increase or decrease in the number of Common Shares authorized or issued or for share splits or combinations of the Common Shares or for share dividends on any class of shares payable solely in Common Shares.

If, and so often as, the corporation shall be in default in dividends in an amount equivalent to six full quarterly dividends on any series of Serial Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Serial Preferred Stock of all series, voting separately as a class and in addition to all other rights to vote for Directors, shall be entitled to elect, as herein provided, two members of the Board of Directors of the corporation; provided, however, that the holders of Serial Preferred Stock shall not have or exercise such special class voting rights except at meetings of the shareholders for the election of Directors at which the holders of not less than 50 percent of the outstanding Serial Preferred Shares of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for herein when the same shall have become vested shall remain so vested until all accrued and unpaid dividends on the Serial Preferred Stock of all series then outstanding shall have been paid, whereupon the holders of Serial Preferred Stock shall be divested of their special class voting rights in respect of subsequent elections of Directors, subject to the revesting of such special class voting rights in the event hereinabove specified in this paragraph.

In the event of default entitling the holders of Serial Preferred Stock to elect two Directors as above specified, a special meeting of the shareholders for the purpose of electing such Directors shall be called by the Secretary of the corporation upon written request of, or may be called by, the holders of record of at least 15 percent of the Serial Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be held within 90 days after the date of receipt of the foregoing written request from the holders of Serial Preferred Stock. At any meeting at which the holders of Serial Preferred Stock shall be entitled to elect Directors, the holders of 50 percent of the then outstanding Serial Preferred Stock of all series, present in person or by proxy, shall be sufficient to constitute a quorum for the purpose of such election, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the

-5-

members of the Board of Directors which the holders of Serial Preferred Stock are entitled to elect as hereinabove provided.

The two Directors who may be elected by the holders of Serial Preferred Stock pursuant to the foregoing provision shall be in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to such provisions, and nothing in such provisions shall prevent any change otherwise permitted in the total number of Directors of the corporation or require the resignation of any Director elected otherwise than pursuant to such provisions.

ARTICLE V
PREEMPTIVE RIGHTS

The shareholders of the corporation shall have no preemptive rights to purchase, subscribe for or otherwise acquire any securities of the corporation which are now or may be authorized and issued from time to time and the authorized but unissued Common Shares and Serial Preferred Stock may be issued from time to time by the Board of Directors of the corporation, at such prices and upon such terms as said Board of Directors may determine.

ARTICLE VI
PURCHASE OF SHARES

The corporation may purchase or otherwise acquire, hold, redeem, cancel, retire, reissue and in any other manner deal in and with, and dispose of, from time to time and to the extent permitted by the laws of the State of Ohio, shares of any class issued by it. Such purchases may be made either in the open market or at private or public sale, and in such manner and amounts from such holder or holders of outstanding shares of the corporation and at such prices as the Board of Directors of the corporation shall from time to time determine, and the Board of Directors is hereby empowered to authorize such purchases from time to time without any vote or other action of the holders of any class of shares now or hereafter authorized and outstanding at the time of any such purchase.

ARTICLE VII
VOTING POWER

Notwithstanding any provisions of the laws of the State of Ohio now or hereafter in force requiring the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation or of any class or classes of shares thereof on any proposal to effect a merger, consolidation, combination or majority share acquisition as such terms are defined in the laws of the State of Ohio, any such proposal may be approved by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation or of such class or classes.

-6-

ARTICLE VIII
DEALING WITH OFFICERS AND DIRECTORS

A Director or Officer of the corporation shall not be disqualified by his office from dealing or contracting with the corporation as a lessor, vendor, purchaser, employee, agent or otherwise.

No transaction, contract or other act of the corporation shall be void or voidable or in any way affected or invalidated by reason of the fact that any Director or Officer, or any firm, partnership or other corporation in which such Director or Officer is a member or is a partner, shareholder, director or officer, is in any way interested in such transaction, contract or other act, provided that the interest of such Director, Officer, firm, partnership, or other corporation is disclosed or known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such transaction, contract or other act shall be taken; nor shall any such Director or Officer be accountable or responsible to the corporation for or in respect of any such transaction, contract or other act of the corporation or for any gains or profits, realized by him by reason of the fact that he or any firm or partnership of which he is a member of partner, or any other corporation of which he is a shareholder, Director or Officer, is interested in such transaction, contract or other act; and any such Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect of any such transaction, contract or other act, and may vote thereat to authorize, ratify or approve any such transaction, contract or other act with like force and effect as if he or any firm or partnership of which he is a member or partner or any other corporation of which he is a shareholder, Director or Officer, were not interested in such transaction, contract or other act.

ARTICLE IX
CUMULATIVE VOTING

No shareholder shall have the right to vote cumulatively in the election of Directors.

-7-

EXHIBIT 10(h)

[Myers Industries, Inc. Letterhead]

STEPHEN E. MYERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER

January 18, 2005

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

RE: Amended Employment Letter

Dear John:

This letter will amend the employment letter from me dated February 13, 2003 regarding the terms of your employment with Myers Industries, Inc. ("Myers" or "Company"). This amendment and restatement is necessary due to the amendment made by the Board of Directors to your title and base salary.

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

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

Compensation. While employed under this employment letter, Executive will receive as his compensation for the performance of his duties and obligations a "Base Salary" of $450,000 per year, which will be payable in semi-monthly installments. During the term of this Agreement, Executive will not be entitled to a bonus, but may be awarded one at the discretion of the Board of Directors or its Compensation Committee. All compensation payable to Executive shall be paid net of amounts withheld for federal, state, municipal or local income taxes.


John C. Orr
January 18, 2005

Page 2

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

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

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

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

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

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

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


John C. Orr
January 18, 2005

Page 3

Termination.

A. Definitions

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

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

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

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

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

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

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

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

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

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

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

(b) involuntary discontinuance or reduction in Executive's incentive


John C. Orr
January 18, 2005

Page 4

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

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

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

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

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

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

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

E. Termination Without Cause or Termination For Good Reason

(1) If there is a Termination of Employment Without Cause or a Termination of Employment For Good Reason, and the Termination Date is prior to the expiration of the Term, Executive's Base Salary and benefits (including credit for Years of Service under the SERP) shall continue for a period of 36 months following the month in which the Termination Date occurs. Notwithstanding the preceding sentence, if a termination of employment under this section occurs following a Change in Control, and if the compensation and benefits provided under this section, alone or in conjunction with other compensation or benefits received by Executive, constitute "parachute payments" within the meaning of
Section 280G of the Code or the regulations adopted or proposed thereunder, then the compensation and


John C. Orr
January 18, 2005

Page 5

benefits payable under this section shall be reduced to the extent necessary so that no portion shall be subject to the excise tax imposed by Section 4999 of the Code.

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

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

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

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

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


John C. Orr
January 18, 2005

Page 6

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

Very truly yours,

Myers Industries, Inc.

/s/ Stephen E. Myers

Stephen E. Myers

Agreed and Accepted:

/s/ John C. Orr


John C. Orr


EXHIBIT 10(l)

SETTLEMENT AGREEMENT
AND RELEASE

This Settlement Agreement and Release (hereinafter "Agreement") is entered into this 22nd day of February, 2005 by and between Milton I. Wiskind ("Wiskind") and Myers Industries, Inc. and its subsidiaries ("Myers" or "Company") with respect to all matters from the beginning of the world to the date of this Agreement, including certain litigation threatened between these parties. (Wiskind and the Myers are collectively "Parties.")

WITNESSETH:

WHEREAS, Wiskind is now and has been an employee of Myers, serving most recently in the capacity of Vice Chairman and Secretary and is a member of Myers' Board of Directors; and

WHEREAS, Wiskind has brought forward to the Company assertions relating to his employment relationship with Myers and has threatened to file a lawsuit or administrative action (or both) concerning these employment related issues pursuant to federal, state and local laws including, but not limited to, rights and claims he may have under the Age Discrimination in Employment Act, 29 U.S.C.
Section 621, et seq.; and

WHEREAS, Myers denies any and all liability whatsoever to Wiskind and makes no concessions as to the validity of any claims or disputes which Mr. Wiskind may claim to have; and

WHEREAS, Wiskind acknowledges that except as otherwise provided by this Agreement, he has been paid all wages, incentives, bonuses, vacation pay, and other benefits owed to him in consideration of and as compensation for his services as an employee earned prior to the Effective Date of this Agreement;

WHEREAS, the Parties wish to avoid the uncertainty, expense and inconvenience of litigation; and

WHEREAS, the Parties are desirous of resolving all legal proceedings, claims and issues that Wiskind has arising out of Wiskind's employment with Myers and the separation therefrom.

NOW, THEREFORE, for good and valuable consideration, including the releases and covenants contained herein, the sufficiency and receipt of which is hereby acknowledged, Wiskind and Company agree as follows:


1. In consideration for this Agreement and in settlement of the Litigation, Company will pay to Wiskind the sum of Nine Hundred Seventy Four Thousand Dollars ($974,000.00) which shall be payable and allocated as follows:

(a) On the Effective Date of this Agreement, $504,000.00 less all withholding deductions for applicable federal, state and local income and employment taxes will be paid to Wiskind as earnings. A 2005 Form W-2 will be issued to Wiskind for this amount.

(b) On the Effective Date of this Agreement, $200,000.00 will be paid to Wiskind as a non-wage payment as consideration to support the restrictive covenants contained herein. Myers will not deduct or withhold any sum of money from this amount and a 2005 Form 1099 will be issued to Wiskind for this amount.

(c) On the Effective Date of this Agreement, an amount of up to $20,000 will be paid to J. Michael Murray and Charles Grisi for Wiskind's attorneys' fees and litigation expenses. Myers will not deduct or withhold any sum of money from this amount, and a 2005 Form 1099 will be issued to Wiskind's attorneys for this amount. These fees include any legal fees Wiskind may have been able to recover under the American Job Creation Act.

(d) Starting on May 1, 2005, Wiskind will begin to receive monthly payments under a second SERP agreement between Myers and Wiskind of even date in the total amount of $250,000.00 payable over ten years and this will be paid to Wiskind as a non-wage payment. Myers will not deduct or withhold any sum from this amount and the necessary Form 1099s will be issued to Wiskind for the amounts paid under this SERP agreement.

Wiskind acknowledges, warrants and agrees that interest on the settlement amount will not accrue.

2. Wiskind acknowledges, warrants and agrees that payments pursuant to this Agreement shall not be construed as an admission of the validity of his claims, assertions or disputes nor as

2

an admission of any kind by Company, that Myers continues to deny any and all liability to Wiskind, and that the sole purpose of this Agreement is to avoid the expense and inconvenience of the Litigation.

3. Wiskind acknowledges, warrants and agrees that he alone will be responsible for all taxes and other withholdings, including but not limited to self-employment taxes, applicable to the compensation and benefits paid by Myers under this Agreement, except for any amounts withheld as otherwise specified in paragraph 1(a) above. Wiskind is relying on the advice of his professional advisors regarding their allocation and the tax treatment of the settlement sum and is not relying on any representation of Company. Wiskind agrees and covenants to indemnify and hold Company harmless from and against all liabilities, costs, expenses (including but not limited to attorney fees), penalties and interest incurred by Myers by reason of any claims made by the Internal Revenue Service, the Ohio Tax Board or any other taxing authority relating to any sum paid under this Agreement.

4. Wiskind acknowledges, warrants and agrees that this settlement specifically includes any amounts which may be outstanding, unpaid or reimbursable by reason of subrogation or lien, which amounts are to be paid or reimbursed out of the proceeds of this settlement, and Wiskind agrees and warrants to defend and hold harmless Company as to any such claims.

5. Under no circumstances shall Wiskind be reinstated to employment with Myers. It is further agreed that Wiskind shall not seek or apply for future employment with Myers or any related or affiliated entity.

6. Wiskind agrees to voluntarily relinquish his current position as an employee and to voluntarily retire at 5:00 P.M. on April 20, 2005, and acknowledges that his term as a member of the Myers Board of Directors ends effective the morning of April 20, 2005.

7. Wiskind, in consideration of this Agreement, jointly, severally and on behalf of his

3

respective heirs, executors, executrixes, administrators, administratrixes, predecessors, successors, subrogees, assigns and all persons acting by, through, under or in concert with him, or otherwise legally entitled to recover through him (collectively "Releasors") hereby fully and forever releases, acquits and discharges Company and its past, present and future agents, employees (both in their official and individual capacity), partners, owners, directors, officers, trustees, receivers, shareholders, principals, agents, representatives, attorneys, insurers, reinsurers, insurance agents, insurance brokers, claims professionals, joint ventures, successors, predecessors, parent, subsidiary and/or affiliate corporations and assigns (collectively "Released Parties" and in the singular "Released Party") from any and all claims, liabilities and damages, of whatever kind and nature, which he has, had or may have had against any Released Party, whether known or unknown, whether arising at law, in equity or otherwise, from the beginning of the world to the date of this Agreement. This provision encompasses, but is not limited by, claims associated with or arising from any threatened litigation and/or from Wiskind's employment with Myers, the separation of his employment with Myers and/or the treatment of him by employees of Myers, persons affiliated with Myers in any capacity and/or Released Party(ies), whether known or unknown, including, but not limited to (a) any claim of discrimination on any basis, including race, color, national origin, religion, sex, age, handicap or disability, or sexual orientation arising under any federal, state, or local statute, ordinance, order or law including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Ohio Civil Rights Act (Ohio Rev. Code Chapter 4112.01 et seq.); (b) any claim of contract or promise, express or implied, or any other term or condition of Wiskind's employment; (c) any claim for promissory estoppel, negligence, wrongful discharge, constructive discharge, violation

4

of public policy, retaliation, intentional infliction of emotional distress or loss of consortium; (d) any claims for wages, recall, reinstatement, seniority, back-pay, front-pay, future damages, lost benefits, compensatory damages, punitive damages, attorney fees, costs, expenses, interest, and (e) any other federal, state or local statutory or common law claims arising out of Wiskind's employment with Myers and/or the termination of such employment. Every claim of whatsoever description arising from the beginning of time up to the effective date of the Agreement, including but not limited to, claims arising from Wiskind's employment and the termination thereof, is expressly released by Wiskind against Released Parties, it being fully understood and agreed that payment and acceptance of said sum is in full accord and satisfaction of all matters and that the payment of said sum is not an admission of liability by Company.

8. This Release shall not have any effect on Wiskind's rights: (a) under the existing $750,000 SERP agreement which will vest upon Wiskind's retirement and will be paid under the terms of that plan; (b) to receive those benefits provided to employees generally upon their retirement, as those retirement benefits may be modified from time to time by the Company, including but not limited to the right to continue health and dental coverage on a self-pay basis under COBRA, and to continue any other benefits as provided for in the applicable benefit plan or pursuant to applicable law, and to exercise any stock options as provided in the applicable company stock option plan and grant agreements; (c) to receive the final one-quarter installment of the bonus awarded in 2003 and payable in January 2006; and (d) Myers will continue in the future to provide Wiskind with any and all indemnification rights granted by its corporate governance documents including but not limited to Article VI of its Amended and Restated Code of Regulations and pursuant to the existing Indemnification Agreement between Wiskind and the Company; no other rights or benefits have accrued or are payable,

9. In further consideration of the payments made hereunder, to the extent the law permits

5

as of this date, Wiskind agrees and covenants not to commence, pursue or join in other actions against the Released Party(ies), whether past or present, based upon any act or event that occurred between Wiskind and the Released Party(ies) up until and including the date of this Agreement. In no event will Wiskind seek relief or share in any remedy in legal or agency proceedings involving matters covered by this Agreement, except for the monetary consideration previously discussed.

10. In consideration for this Agreement, Wiskind agrees to the following restrictive covenants:

(a) Commencing on the Effective Date and continuing for a period of two (2) years thereafter, Wiskind (a) shall not, on his own behalf or with others, directly or indirectly, as a shareholder, partner, director, officer, employee, agent or otherwise, manage, operate, control, own, provide services to, participate in, consult with or be connected in any manner with any corporation, partnership, proprietorship or other business entity that engages in any business activity in which Myers or any affiliated entity is now engaged or conducts business, operations, sales, has employees and engages independent sales representatives, which primarily included the geographic areas of North, Central and South America for sales and distribution of products by but not limited to Myers Industries, Inc., Myers Tire Supply Distribution, Inc., Myers Tire Supply division, Buckhorn Inc. and its affiliated companies, Allibert-Buckhorn Equipement SAS and Allibert Equipement SAS and their affiliated companies, and Patch Rubber Company.

(b) (b) Wiskind hereby further agrees and covenants that during the aforementioned two (2) year period, he shall not, directly or indirectly, on his own behalf or with others (i) induce or attempt to induce any employee of Company to leave the employ of Company, or in any way interfere with the relationship between Company and any employee, (ii) hire any such employee of Company, or
(iii) induce or attempt to induce any referral

6

source, customer, or other business relation of Company or related entity not to do business with Company, or to cease doing business with Company, or in any way interfere with the relationship between any such referral source, customer, or business relation and Company

11. In consideration for this Agreement, Wiskind shall be restricted from disseminating or using the Company's trade secrets and confidential information. Wiskind acknowledges that as an employee of the Company and in his position as an executive and Board member of Myers, he has had extensive access to and has acquired various confidential information relating to the business, including, but not limited to, financial and business records, customer lists and records, business plans, corporate strategies, employee information, wage information, and related information and other confidential information (collectively, the "Confidential Information").

12. Wiskind agrees that the Confidential Information is and will be of special and unique value to Company. Wiskind further acknowledges and covenants that, at all times, the Confidential Information is the sole property of the Company and will constitute trade secrets and confidential information of Company, and that his knowledge of the Confidential Information will enable him to compete with Company in a manner likely to cause Company irreparable harm upon the use or disclosure of such matters. Therefore, Wiskind hereby irrevocably covenants that he shall not, at any time after the date of this Agreement, use or disclose to any third party, directly or indirectly, any of the Confidential Information, except as permitted by this Agreement.

13. In the event Wiskind breaches, or threatens or attempts to breach the agreements set forth in Sections 10, 11, 12, and 23, he, recognizing that immediate and irreparable injury will be suffered by Company, agrees that in addition to any other rights and remedies Company has, the Agreement may be enforced by an action to obtain a temporary injunction, restraining order or

7

other appropriate equitable relief, which may be granted immediately and without prior notice upon commencement of such action.

14. On or before the Effective Date of this Agreement, Wiskind represents and warrants that he has or will return to Company any and all documents, software and computer files and all of the materials or other things in his possession, custody or control which were the property of Company or its affiliates, including but not limited to, any computer equipment, credit cards, leased automobile (unless purchased by Wiskind prior to April 20, 2005), and cellular telephones provided to Wiskind by Company, as well as any Company identification cards, keys, and the like, as well as all copies (in whatever form) of all materials relating to his employment, or obtained or created during the course of his employment with Company.

15. In the event Wiskind becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, investigative demand or similar process) to disclose any of the Confidential Information, Wiskind will provide the Company with prompt written notice thereof so that Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of this Agreement, Wiskind covenants to furnish only that portion of the Confidential Information which he is legally required to disclose and will exercise his best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

16. Wiskind warrants and represents that prior to and including the Effective Date of this Agreement, no claim, demand, cause of action or obligation which is the subject of this Agreement has been assigned or transferred to any other person, or entity, and no other person or entity has or had any interest in said claims, demands, causes for action or obligations and that the respective parties have the sole and legal right to execute this Agreement. Wiskind further

8

acknowledges, warrants and represents that he has not been involved in any accident or incident that could result in him filing an application or claim for workers' compensation benefits.

17. Wiskind warrants and represents that he has neither filed nor commenced any lawsuit or administrative proceeding against any Released Parties. In the event that such lawsuit or administrative proceeding has been commenced, Wiskind will immediately dismiss and withdraw each case and every claim with prejudice, with Wiskind bearing the attorneys' fees and costs.

18. Wiskind acknowledges and agrees that this Agreement constitutes a separate, binding and substituted contract, as opposed to a mere recital, and that his exclusive remedy as to any claims against a Released Party shall be the performance of this Agreement. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against any action at law, proceeding in equity or any other judicial or non-judicial proceeding that the parties may institute, prosecute, maintain or continue to maintain or prosecute in breach hereof.

19. The Parties waive the provisions of Ohio Revised Code Section 2307.32, and the holding of Beck v. Cianchetti, and expressly warrant, represent and agree that this Agreement is a full, final and complete Release as to any involved tortfeasors, known or unknown, whether identified or not identified in this Agreement.

20. The invalidity or unenforceability of any one provision, which is part of this Agreement, will not render any other provision or part thereof invalid or unenforceable and such other provisions or parts shall remain in full force and effect.

21. Wiskind expressly warrants, represents and agrees that he has fully investigated and researched the facts and issues material to this Agreement; he has been fully informed of and understand the terms, covenants and effects of this Agreement; he has had full and adequate

9

opportunity to consult with counsel concerning the effects of this Agreement, and has, in fact, consulted with counsel; no promises or inducements have been offered to him except as set forth in this Agreement; this Agreement is executed without any reliance upon any statements or representations other than those set forth herein; he voluntarily and knowingly executes this Agreement of his own free act and deed; and he is duly authorized and competent to execute this Agreement.

22. The Parties agree that no court will apply a presumption that any provisions or terms of this Agreement will be more strictly construed against one party because of that party's role in drafting the Agreement, it being agreed by all parties that all parties have participated in the preparation and review of this Agreement.

23. The Parties acknowledge and agree that a material inducement for them to enter into this Agreement is Wiskind's obligation to not discuss (whether orally or in writing, or by use of any communications device) ("Discuss") with any party the facts, terms, existence, the amount of this Agreement and the facts surrounding the Litigation, except however that Wiskind may restate without modification the Public Disclosure below. Myers agrees to the terms of this paragraph 23, and it intends to use language substantially as follows to publicly disclose the existence of this Agreement: "Mr. Wiskind was employed by the Company as an executive officer through December 30, 2004. Effective February 22, 2005, Mr. Wiskind entered into a settlement agreement with the Company regarding claims made by him in December 2004. The agreement requires that he retire effective April 20, 2005 and grant the Company a two year non-competition agreement. Under the settlement agreement, the Company is to pay him $704,000 on April 20, 2005, and an additional $250,000 under a non-qualified, non-funded supplemental compensation agreement whereby as of May 1, 2005, the Company will pay him $25,000 per year for ten years. In 2004, the Company accrued the amount of $924,000 for these payments"

10

(the "Public Disclosure") Myers reserves the right to modify this language if upon the advice of legal counsel Myers is required to do so under the applicable rules and regulations regarding the disclosure obligations of a public company.

In order to preserve the value of this Agreement, Wiskind agrees as follows:

(a) The events leading to this Agreement and the facts, terms, existence and amount of this Agreement shall not be Discussed by Wiskind or his attorneys except as required by legal process (including requests by federal or state law enforcement to submit to an interview) and then only after notice is first given by the party seeking to make disclosure such that the other party will have a reasonable opportunity to oppose disclosure, except that Wiskind may restate without modification the Public Disclosure. Wiskind and his counsel agree that they will exercise their best efforts to cause their, in the case of Wiskind, his family, and his attorneys, representatives and other agents to maintain the non-disclosure of the terms and provisions of this Agreement. Wiskind may discuss the terms of this Agreement with his spouse, attorney or accountant and to applicable government taxing authorities, with their agreement to not to discuss the matter with any party other than Wiskind;

(b) Wiskind and his counsel agree not to discuss with any person, including any employee or agent of Myers, any members of the press or any other media, and will not voluntarily discuss with any members of any legislative body, or in any non-judicial public or private forum, any information concerning, relating to or arising out of the Litigation which was raised or could have been raised in the Litigation in this matter,

11

except that Wiskind may restate without modification the Public Disclosure;

(c) Wiskind represents and agrees that he has not discussed the facts, terms, existence or amount of this Agreement to anyone other than his attorneys, spouse or financial advisors;

(d) Wiskind shall fully and completely cooperate with Myers and Myers' counsel in connection with any legal or administrative matter brought against Myers or any related entity.

24. This document consists of fifteen (15) pages, contains the entire Agreement of the Parties, and shall not be amended or modified in any way except upon written agreement by the Parties. The promises and agreements of each party are expressly conditioned upon the execution by all parties of this Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties and their heirs, successors and/or assigns. This Agreement may be signed in multiple copies and once obtained, the signature shall become a part of this Agreement and said Agreement shall be effective as of the date of execution of the Agreement by all parties hereto.

25. Wiskind has certain individual federal rights, which must be explicitly waived. Specifically, Wiskind is protected by the ADEA from discrimination in employment because of his age. By executing this Agreement, Wiskind waives these rights as to any past or current claims. Notwithstanding anything else in this Agreement, excluded from this Agreement are ADEA age claims that may arise after execution of this Agreement. In connection with the waivers in of any and all claims or disputes that Wiskind has or may have on the date hereof, Wiskind makes the following acknowledgments:

12

(a) By signing this Agreement, Mr. Wiskind waives all claims against the Released Parties for discrimination based on age, including without limitation, any claim which arises under or by reason of a violation of the Age Discrimination in Employment Act, as amended, 29 U.S.C. 621 et seq.

(b) In consideration of the waivers and covenants made by Wiskind under this Agreement, Wiskind will be receiving the Payment and other benefits in the amounts and manner described in Paragraph 1 of this Agreement.

(c) Wiskind has consulted with an attorney prior to executing this Agreement and Wiskind has been given a period of at least twenty-one (21) days within which to consider whether or not to enter into the Agreement

26. Wiskind acknowledges and agrees that he has been advised by counsel of his choice and has had a reasonable time to review and consider this Agreement and the release of claims contained herein, that he has been advised in writing to consult with an attorney prior to signing this Agreement and that he is knowingly, freely and voluntarily signing this Agreement without any coercion from any source. Wiskind further acknowledges and agrees that he has carefully read and considered this Agreement, that it has been explained to his satisfaction, and that he understands he is releasing all known and unknown claims in exchange for the consideration set forth in this Agreement.

27. This Agreement shall become effective on April 20, 2005, provided that the Agreement is executed by Myers and Wiskind at least seven (7) days prior to April 20, 2005 ("Effective Date"). Prior to April 20, 2005, Wiskind has the right to revoke and/or cancel this Agreement by the delivery of notice in writing of revocation and/or cancellation to Kevin C.

13

O'Neil, General Counsel at Myers Industries, Inc. In the event that Wiskind does not revoke and/or cancel this Agreement before April 20, 2005, this Agreement shall become effective on that date. In the event that Wiskind revokes this Agreement, he will not be entitled to receive the benefits delineated in paragraph 1 above, and continued employment and current compensation will not be guaranteed.

28. This Agreement shall be governed by the laws of the State of Ohio.

[The remainder of this page intentionally left blank]

14

IN WITNESS WHEREOF, the Parties have executed this Confidential Settlement Agreement and Release as of the dates written below.

MILTON I. WISKIND, jointly, severally, and on behalf of his heirs, executors, executrixes, administrators, administratrixes, predecessors, successors, subrogees, assigns and all persons acting by, through, under or in concert with him, or otherwise legally entitled to recover through him.

Witness                               /s/  Milton I. Wiskind

                                      Date: February 22, 2005

MYERS INDUSTRIES, INC.

/s/ Kevin C. O'Neil                   By: /s/ Stephen E. Myers
Witness                               Stephen E. Myers, Chairman and
                                      Chief Executive Officer

                                      Date: February 22, 2005

15

EXHIBIT 10(m)

SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT

THIS SUPPLEMENTAL EMPLOYEE RETIREMENT AGREEMENT ("SERP Agreement") is entered into the 22nd day of February, 2005, and effective the 20th day of April, 2005, by and between Myers Industries, Inc., an Ohio corporation ("Myers"), and Milton I.. Wiskind ("Wiskind").

R E C I T A L S:

A. Wiskind has been employed by Myers for many years and Wiskind is retiring effective April 20, 2005.

B. Myers desires to provide an additional retirement amount to Wiskind pursuant to and in consideration of a settlement and release agreement, of even date, between Myers and Wiskind (the "Settlement Agreement").

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and in consideration of the Settlement Agreement, the parties hereto, intending to be legally bound, mutually agree as follows:

1. Retirement from Active Employment. Wiskind is retiring effective April 20, 2005.

2. Payments Upon Termination of Active Employment. Conditioned upon the execution and effectiveness of the Settlement Agreement between Myers and Wiskind as of April 20, 2005, commencing with the first day of May, 2005, Myers shall under this SERP Agreement pay to Wiskind the sum of Two Thousand Eighty-Three and 33/100 Dollars ($2,083.33) per month for a period of ten (10) years. If Wiskind dies before the expiration of the payment period, then said monthly payments after Wiskind's death and during the remaining term of the payment period, shall be made by Myers to Edith Wiskind, Wiskind's surviving spouse, until her death or the balance of the original ten (10) year period, whichever date is first in time.

3. Assignability. Except to the extent that this provision may be contrary to law, no assignment, pledge, collateralization, hypothecation or attachment of any of the benefits under this Agreement shall be valid or recognized by Myers.

4. Facility of Payments. If Wiskind shall, in the sole opinion of Myers, be physically or mentally incapacitated to receive or properly receipt for such payments, Myers may make such payments to any member of the family of Wiskind for the use and benefit of Wiskind or to any person or institution providing care for Wiskind; and all payments so made by Myers shall, to the amounts thereof, fully discharge and acquit Myers.

5. Rights. This SERP Agreement creates no obligation of Mysers to employ Wiskind. Further, this SERP Agreement does not create any other rights in Wiskind or obligations on the part of Myers, except those set forth in this SERP Agreement.


6. Acceleration of Benefit Payments. Myers hereby reserves the right to accelerate the payment of any sums required to be paid by it pursuant hereto without the consent of Wiskind or his spouse.

7. Filing. The parties hereto acknowledge that a statement concerning this SERP Agreement may be filed with the U.S. Department of Labor and Myers agrees to prepare and file such statement.

8. Binding Effect. This SERP Agreement shall be binding upon and shall inure to be benefit of the successors and assigns of the Myers.

9. Law Governing. This SERP Agreement shall be governed by the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have executed this SERP Agreement as of the day and year first above written.

Myers Industries, Inc.

By: /s/ Stephen E. Myers
    --------------------------------
Stephen E. Myers, Chairman and Chief
Executive Officer

    /s/  Milton I. Wiskind
--------------------------
Milton I. Wiskind

2

EXHIBIT 10(q)

Description of the terms of employment between Myers Industries, Inc. and Kevin C. O'Neil dated June 10, 2002.

On June 10, 2002, Mr. O'Neil was employed by the Company as its General Counsel. Mr. O'Neil was appointed as Vice President on April 21, 2004. Mr. O'Neil has a three year employment arrangement with the Company starting June 10, 2002 and ending on June 30, 2005. Per the arrangement his annual base and bonus compensation through June 2005 was set at $225,000 per annum; base salary being $170,000 and bonus at $55,000. This was amended by the Compensation Committee of the Board of Directors on January 17, 2005 so that his base salary was increase to $220,000 with a minimum bonus of $60,000. Mr. O'Neil is entitled to participate in benefits provided to executive officers of the Company. During the term, Mr. O'Neil can be terminated only if he fails to materially perform

the requirements of his position.


EXHIBIT 10(r)
MYERS INDUSTRIES, INC.
STOCK OPTION GRANT AGREEMENT - U.S. EMPLOYEE

THIS AGREEMENT ("Agreement") is effective by and between Myers Industries, Inc. ("Myers"), and the person listed on the signature page hereto (the "Optionee").

R E C I T A L S:

A. Myers, by action of its board and shareholders, adopted and approved the 1999 Stock Option Plan ("Plan"), which options are offered pursuant to this Agreement and the "Prospectus" (as defined below) for the Plan.

B. The Plan is to provide key employees of Myers and its subsidiaries (the "Company") with a direct stake in the future and welfare of the Company, and to encourage them to remain with the Company.

NOW, THEREFORE, the Company and the Optionee agree as follows:

1. AMOUNT OF STOCK SUBJECT TO OPTION. The Company hereby grants to the Optionee an incentive stock option (unless otherwise indicated on Schedule A) for the right to purchase those number of shares listed below of authorized and unissued common stock of the Company ("Common Stock"). The Common Stock will be issued by the Company pursuant to the Prospectus and upon the exercise of this Agreement and payment for such shares.

2. PURCHASE PRICE. The purchase price per share for each share of Common Stock shall be the amount listed on Schedule A, which is the closing price of the Common Stock on the New York Stock Exchange on _________________, ____, the date of such grant by the Compensation Committee of the Board of Directors of the Company, unless the price has been adjusted pursuant to the requirements of any sub-plan for foreign employees or as required under the laws of the Optionees residence.

3. PERIOD OF OPTION. This option may not be exercised prior to six months from the date of its grant, but must be exercised within 10 years of the date hereof.

4. TERMS AND CONDITIONS. This Agreement is subject to the terms and conditions of the Plan. Optionee hereby acknowledges receipt of the Plan, and the Prospectus for the Plan.

5. VESTING AND EXERCISE OF OPTION.

(a) An Optionee may not exercise the options granted hereunder prior to six months from the date of this grant.

(b) Thereafter, the Optionee may exercise the options in whole or in part, as follows (unless otherwise required by a sub-plan for foreign employees and then as listed below): (a) at any time after the six months following the date of grant, not more than 20%; (b) at any time after 12 months following the date of the grant, an additional 20% but not more than 40%; (c) at any time after 24 months following the date of the grant, an additional 20% but not more than 60%; (d) at any time after 36 months following the date of the grant, an additional 20% but not more than 80%; (e) at any time after 48 months following the date of the grant, an additional 20% or up to 100%, except that all such options must be exercised prior to the tenth anniversary of the date of grant.

(c) In order to exercise this option or any part thereof, Optionee shall give notice in writing to the Company of his intention to purchase all or part of the shares subject to this option, and in said notice shall be set forth the number of shares as to which he desires to exercise. Notice shall be made to Myers Industries, Inc., 1293 S. Main Street, Akron, Ohio 44301, Attn: Vice President-Finance.


(d) Optionee shall pay for said shares in full at the time of exercise in cash, by check, bank draft or money order payable to "Myers Industries, Inc.," through the delivery of shares of Common Stock having an aggregate fair market value as determined on the date of exercise equal to the option price, or in any manner provided for in the Plan. No shares of Common Stock shall be issued until final payment for said shares has been made, and Optionee shall have none of the rights of a shareholder until said shares are issued.

6. WITHHOLDING. The Company may require a payment from Optionee upon the exercise of this option to cover applicable withholding for income and employment taxes. The Company reserves the right to offset such tax payment from any funds which may be due Optionee by the Company.

7. THE RIGHT TO TERMINATE EMPLOYMENT. This option shall not confer upon the Optionee any right with respect to being continued in the employ of the Company or to interfere in any way with the right of the Company to terminate his employment at any time for any reason with or without cause.

8. LIMITATIONS. This option is subject to the requirement and condition that if the Board of Directors shall determine that the listing, registration or qualification upon any securities exchange under any provincial, state or federal law or the approval or consent to the issuance or purchase of any shares subject to this option, then this option may not be exercised in whole or in part unless or until such listing, registration, qualification or approval has been obtained, free of any conditions which are not acceptable to the Board of Directors of the Company, and the sale and delivery of stock thereunder is also subject to the above requirements and conditions. Optionee acknowledges receipt of a copy of the Plan (and of any sub-plan for foreign employees) and Prospectus for the Plan. Additional and updated copies can be obtained by the Optionee upon request.

9. EFFECTIVENESS; NON-TRANSFERABILITY OF OPTION; TERMINATION. The option granted to Optionee is effective upon the date of grant subject to the execution of this Agreement by Optionee within a reasonable time period. The Agreement is not transferable except pursuant to the terms of the Plan. This option shall terminate upon the occurrence of such events as contained in the Plan.

IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates hereof.

Myers Industries, Inc.

By: ___________________________

Optionee:


(Signature) (Date)

<<FirstName>> <<LastName>>


(Print Name)

SCHEDULE A

Optionee Name: <<FirstName>> <<LastName>>

Stock Option Price Per Share: <<Price>>

<<OptionType>> Stock Option Shares: <<Shares>>


EXHIBIT 10(v)

Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement

From January 2004 through June 2004, outside directors were paid a $20,000 annual retainer plus $1,000 for each Board of Directors meeting attended. Directors were also paid $1,000 for each Committee meeting attended.

Effective June 24, 2004 and thereafter, the Board and Committee meeting fees for outside directors were increased to $1,500, except for Committee chairs, whose fees were increased to $2,000 for meetings of their Committees.

Further, effective January 1, 2005, the annual retainer for Board members was increased to $25,000, except for the Audit Committee chair, who receives an annual retainer of $30,000.

On February 17, 2005, the Compensation Committee awarded Keith E. Brown, Chair of the Audit Committee of the Board of Directors, an additional payment of $10,000 in recognition of the extensive time and effort expended by him in 2004 as Chair of the Audit Committee.

Under the Company's 1999 Stock Option Plan, each non-employee director is awarded annually on the day of the Annual Meeting, a non-qualified stock option to purchase 2,500 shares of Common Stock. The option price per share is 100 percent of the fair market value (being the closing price on the NYSE on the

day of grant) of a share of Common Stock.


Exhibit 14(a)

MYERS INDUSTRIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Effective as of April 20, 2004

Myers Industries, Inc. requires that all directors, officers and employees of Myers Industries, Inc. and its subsidiaries ("Myers"), abide by the fundamental principles of ethical behavior listed here in performing their duties.

This Code of Business Conduct and Ethics ("Code of Conduct" or "Code") sets forth basic principles and guidelines for directors, officers and employees which are intended to assist them in conducting the Company's affairs and business in accordance with law and business ethics. It is impossible, however, to anticipate all the situations in which legal and business ethical questions might arise. The best overall guidelines are individual conscience, common sense and a careful, knowing compliance with law.

The Company has designated several persons to assist employees in resolving questions they may have regarding the interpretation and application of the Code, being Kevin C. O'Neil, General Counsel and Gregory J. Stodnick, Vice President - Finance. Employees should not hesitate to take advantage of this help and assistance.

REPORTING ETHICAL, LEGAL OR FINANCIAL INTEGRITY CONCERNS

Any person may report any ethical concern or any potential or actual legal or financial violation, including any fraud, accounting, auditing, tax, or record-keeping matter directly to the Chair of the Audit Committee, the Chief Financial Officer or the General Counsel, or anonymously using the Myers's AlertLine Ethics and Compliance Hotline.

MYERS WILL NOT PERMIT ANY RETALIATION AGAINST ANY EMPLOYEE WHO REPORTS AN ETHICAL, LEGAL OR FINANCIAL CONCERN NOR WILL IT DISCIPLINE ANY EMPLOYEE FOR MAKING A REPORT IN GOOD FAITH.

INTEGRITY OF RECORDING AND REPORTING OUR FINANCIAL RESULTS - We properly maintain accurate and complete financial and other business records, and communicate full, fair, accurate, timely and understandable financial results. In addition, we recognize that various officers and employees of Myers must meet these requirements for the content of reports to the U.S. Securities and Exchange Commission ("SEC"), or similar agencies in other countries, and for the content of other public communications made by Myers.

AVOIDING CONFLICTS OF INTEREST - We avoid relationships or conduct that might compromise judgment or create actual or apparent conflicts between our personal interests and our loyalty to Myers. We do not use our position with Myers to obtain improper benefits for others or ourselves. We do not compete with Myers.


INSIDER TRADING - We follow the Myers's Insider Trading Policy and understand that the securities laws impose severe sanctions upon any individual who uses "inside information" for his own benefit or discloses it to others for their use.

OBEYING THE LAW - We respect and obey the laws, rules and regulations applying to our businesses around the world.

OFFERING/ACCEPTING GIFTS, ENTERTAINMENT, BRIBES OR KICKBACKS - We do not offer or accept gifts or entertainment of substantial value. We do not offer or accept bribes or kickbacks.

PROTECTING OUR ASSETS AND CONFIDENTIALITY - We use Myers property, information and opportunities for Myers's business purposes and not for unauthorized use. We properly maintain the confidentiality of information entrusted to us by Myers, its suppliers or its customers.

SELLING TO GOVERNMENTS - We comply with the special laws, rules and regulations that relate to government contracts and relationships with government personnel.

POLITICAL CONTRIBUTIONS - We do not make contributions on behalf of Myers to political candidates or parties even where lawful.

COMPETING ETHICALLY - We gain competitive advantage through superior performance. We do not engage in unethical or illegal trade practices. Our business records and communications involving our products and services are truthful and accurate.

RESPECTING DIVERSITY AND FAIR EMPLOYMENT PRACTICES - Throughout the world we are committed to respecting a culturally diverse workforce through practices that provide equal access and fair treatment to all employees on the basis of merit. We do not tolerate harassment or discrimination in the workplace.

WAIVERS OF THE CODE

Any waiver of this Code shall be made only by the Board, and shall be promptly publicly disclosed as required by the NYSE and SEC rules.

PERSONAL RESPONSIBILITY

Every director, officer, and employee has the personal responsibility to read, know and comply with the principles contained in this Code. For employees, compliance with these principles is a condition of employment, and failure to comply will result in discipline up to and including termination. The Board of Directors shall determine the actions to be taken in the event of violations of the Code by senior management. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code. Every director, officer and employee has the duty to bring to the attention of the Chairs of the Audit or Corporate Governance and Nominating Committees of the Board of Directors, or the General Counsel, any activity that in his judgment would violate the principles of this Code.


Exhibit 14(b)

MYERS INDUSTRIES, INC.
CODE OF ETHICAL CONDUCT
FOR THE
FINANCE OFFICERS AND FINANCE DEPARTMENT PERSONNEL

Adopted December 19, 2002; Amended and Restated as of April 22, 2003

The financial officers of Myers Industries, Inc. ("Myers"), being the Chief Financial Officer, Chief Executive Officer, President, Chief Operating Officer and persons in like positions (collectively, "Finance Officers"), as well as "Finance Department personnel" (as defined herein) for Myers, its divisions and subsidiaries (collectively, the "Company"), bear a special responsibility both inside and outside of the Company for promoting integrity throughout the Company. They have a special role both to elaborate these principles and to ensure that a culture exists throughout the Company that ensures fair and timely reporting of the Company's financial results and condition.

For purposes of this Code, "Finance Department personnel" include all of the following persons at the Company: (1) Controller, (2) Assistant Controller(s), (3) Treasurer, (4) Assistant Treasurer(s), (5) Risk Manager, (6) Tax Manager, and (7) the principal accounting personnel at each subsidiary company and for each division.

Because of their special role, the Finance Officers and the Finance Department personnel are bound by this Code of Ethical Conduct for the Finance Officers and Finance Department Personnel ("Financial Code of Ethics") and each must:

- Act honestly and ethically to conduct themselves in an honest and ethical manner in their professional duties, including their handling of actual or apparent conflicts of interest between personal and professional relationships.

- Provide information that is accurate, complete, objective, relevant, and timely to ensure full, fair, accurate, and timely, disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications.

- Comply with applicable rules and regulations.

- Promptly report in writing, by e-mail or telecopy, to the Chair of the Myers Disclosure Committee, Chair of the Myers Audit Committee, and/or the Myers General Counsel, any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Financial Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.

1

If you are concerned about maintaining anonymity, you may contact the AlertLine(R) Ethics and Compliance toll free hotline established by the Company's Audit Committee at 877-285-4145, which is available worldwide, 24 hours a day, 7 days a week for reporting concerns on ethics, compliance, or fraud.

Violations of the Financial Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment.

It is against Company policy to retaliate against any employee for good faith reporting of violations of this Financial Code of Ethics.

2

.

.
.

EXHIBIT 21

MYERS INDUSTRIES, INC.
DIRECT AND INDIRECT SUBSIDIARIES
As of December 31, 2004

NORTH AND CENTRAL AMERICAN OPERATIONS

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


EXHIBIT 21 continued

MYERS INDUSTRIES, INC.
DIRECT AND INDIRECT SUBSIDIARIES
As of December 31, 2004

REPORTED OPERATING DIVISIONS OF MYERS INDUSTRIES, INC. AND SUBSIDIARIES

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

EUROPEAN AND DANISH OPERATIONS

MYELux International Finance, S.e.s.c.                                                                 Luxembourg
       -Myers International Holding, S.a.r.l.                                                          Luxembourg
            -- Allibert-Buckhorn Europe, SAS                                                           France
                 --- Allikhorn, SAS                                                                    France
                 --- Atelier de Transformation des Matieres Plastiques, S.A.                           France
                 --- SCI de la Plaine                                                                  France
                 --- Holdiplast SA                                                                     France
                 --- Allibert Equipement, SAS                                                          France
                      ---- Allibert Anshan Cuves SARL (10%)                                            China
                      ---- Allibert Contenitori SpA                                                    Italy
                      ---- Allibert Contentores-Sistemas de Armazenagem, S.A.                          Portugal
                      ---- Allibert Buckhorn UK Limited                                                UK
                            ----- Allibert Manutencion S.A.                                            Spain
                      ---- Allibert Equipement Sprl                                                    Belgium
                      ---- Allibert Transport und Lagertechnik GmbH                                    Austria
                 --- Allibert Transport und Lagertechnik Verwaltungsgesellschaft mbH                   Germany
                 --- Allibert Transport und Lagertechnik GmbH & Co Kg                                  Germany
raaco International A/S                                                                                Denmark
       - raaco Benelux B.V.                                                                            Netherlands
       - raaco France                                                                                  France
       - raaco Germany                                                                                 Germany
       - raaco Great Britain                                                                           UK
       - raaco Sweden                                                                                  Sweden


EXHIBIT 23 (A)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our report dated March 15, 2005, with respect to the consolidated financial statements of Myers Industries, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2004, in the following Registration Statements and in the related Prospectus:

 NUMBER               DESCRIPTION OF REGISTRATION STATEMENT
 ------               -------------------------------------
333-71852   Registration Statement (Form S-8) pertaining to the Myers
            Industries, Inc. 2001 Restricted Stock Plan

333-90637   Registration Statement (Form S-8) pertaining to the Myers
            Industries, Inc. 1999 Incentive Stock Plan and the Myers Industries,
            Inc. Amended and Restated Employee Stock Purchase Plan.

33-47600    Registration Statement (Form S-8) pertaining to the Myers
            Industries, Inc. 1992 Stock Option Plan

33-50286    Registration Statement (Form S-3) pertaining to the Myers
            Industries, Inc. Dividend Reinvestment and Stock Purchase Plan

/s/ Ernst & Young LLP

Akron, Ohio


March 15, 2005


EXHIBIT 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our report dated March 15, 2005, with respect to the financial statements of the Myers Industries, Inc. Employee Stock Purchase Plan included in this Annual Report (Form 10-K) for the year ended December 31, 2004, in the Registration Statement (Form S-8 No. 333-90637) pertaining to the Myers Industries, Inc. 1999 Incentive Stock Plan and the Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan.

/s/ Ernst & Young LLP

Akron, Ohio


March 15, 2005


EXHIBIT 31.1

CERTIFICATION PER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2003

I, Stephen E. Myers, Chief Executive Officer of Myers Industries, Inc., certify that:

1. I have reviewed this annual report on Form 10-K 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(s) 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) [Reserved][Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(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(s) 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:  March 16, 2005                  /s/ Stephen E. Myers
-------------------------              -----------------------------------------
                                       Stephen E. Myers, Chief Executive Officer


EXHIBIT 31.2

CERTIFICATION PER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2003

I, Gregory J. Stodnick, Chief Financial Officer of Myers Industries, Inc., certify that:

1. I have reviewed this annual report on Form 10-K 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(s) 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) [Reserved][Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(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(s) 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:  March 16, 2005                /s/ Gregory J. Stodnick
-------------------------            -------------------------------------------
                                     Gregory J Stodnick, Chief Financial Officer


EXHIBIT 32

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

In connection with the Annual Report of Myers Industries, Inc. (the Company) on Form 10-K for the period ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen E. Myers, Chief Executive Officer of the Company, certify, pursuant to 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 Annual Report on Form 10-K of the Company for the period ended December 31, 2004 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.


Stephen E. Myers, Chief Executive Officer

Dated: March 15, 2005

In connection with the Annual Report of Myers Industries, Inc. (the Company) on Form 10-K for the period ended December 31, 2004, 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 Annual Report on Form 10-K of the Company for the period ended December 31, 2004 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.


Gregory J. Stodnick, Chief Financial Officer

Dated: March 15, 2005