Registration No. 333-______
_________________________________________________________________
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           ___________

                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                           ___________

                       M. A. HANNA COMPANY
     (Exact name of Registrant as specified in its charter)

           Delaware                         34-0232435
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identification No.)
                           ___________

  Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304
   (Address of principal executive office including zip code)
                           __________

M. A. Hanna Company Voluntary Non-Qualified Deferred Compensation Plan
                      (Full title of plan)
                           ___________

                     John S. Pyke, Jr., Esq.
          Vice President, General Counsel and Secretary
                       M. A. Hanna Company
   Suite 36-5000, 200 Public Square, Cleveland, OH 44114-2304
                         (216) 589-4000
(Name and address and telephone number including area code of agent for service)
                           __________

                 CALCULATION OF REGISTRATION FEE

  Title of                                                           Amount of
securities to         Amount       Price Per   Maximum aggregate   registration
be registered(1)  Registered(2)(3)  share(4)   Offering Price(4)      fee (4)

Common Stock
 Par Value
   $1.00             400,000       $21.8125        $8,725,000          $2,644

(1)   In  addition, pursuant to Rule 416(c) under the  Securities
Act  of  1933 (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be offered or
sold  pursuant  to the M.A. Hanna Company Voluntary Non-Qualified
Deferred Compensation Plan (the "Plan").
(2)   Maximum  number of shares expected to be issued  under  the
Plan prior to March 31, 2002.
(3)   Pursuant  to Rule 416 under the Securities Act,  additional
shares  of the Common Stock of the Company issued or which become
issuable  in order to prevent dilution resulting from any  future
stock split, stock dividend or similar transaction are also being
registered hereunder.
(4)   Based upon the average of the high and low sales prices  of
the  Common Stock in the consolidated reporting system on May 12,
1997;  determined in accordance with Rule 457(c) solely  for  the
purpose of determining the amount of the registration fee.

<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The  following documents and reports filed by M.  A.  Hanna
Company (File No. 1-5222) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:

      (a)   Annual  Report of the Company on Form  10-K  for  the
fiscal year ended December 31, 1996;

      (b)   Quarterly Report of the Company on Form 10-Q for  the
quarter ended March 31, 1997;

      (c)  The description of the Company's Common Stock contained
in  the  Registration Statement filed under  Section  12  of  the
Securities  Exchange  Act  of 1934, including  any  amendment  or
report filed for the purpose of updating such description; and

      (d)  The description of the Company's Stock Purchase Rights
contained in the Rights Agreement filed as Exhibit 2 to Form  8-K
dated December 4, 1991, as amended.

      All  documents filed after the date of the filing  of  this
Registration Statement by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to  the filing of a post-effective amendment which indicates that
all  securities  offered have been sold or which deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      John  S.  Pyke,  Jr., whose legal opinion is  filed  as  an
exhibit to this registration statement is Vice President, General
Counsel  and  Secretary of the Registrant and is  the  beneficial
owner  of  approximately 51,127 shares of  the  Company's  Common
Stock.

Item 6.  Indemnification of Directors and Officers

      Subsection  (b)(7) of Section 102 of the  Delaware  General
Corporation  Law  (the  "DGCL") empowers  a  corporation  in  its
original  certificate  of incorporation or an  amendment  thereto
validly  approved  by  stockholders to  eliminate  or  limit  the
personal  liability  of  a director to  the  corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as
a  director,  provided that such provision  cannot  eliminate  or
limit  the  liability  of  a  director  for  (i)  breach  of  the
director's   duty   of   loyalty  to  the  corporation   or   its
stockholders, (ii) acts or omissions not in good faith  or  which
involve intentional misconduct or knowing violation of law, (iii)
payment of a dividend or approval of a stock repurchase which was
illegal  under  Section 174 of the DGCL, or (iv) any  transaction
from  which  the  director derived an improper personal  benefit.
Articles   Thirteenth   and  Fourteenth   of   the   Registrant's
Certificate of Incorporation provide for limitation of  liability
of  directors,  and  indemnification of directors,  officers  and
others as follows:

     "THIRTEENTH: To the full extent permitted  by  the
     General  Corporation Law of the State of  Delaware
     or  any  other  applicable laws  as  presently  or
     hereafter   in   effect,  no   Director   of   the
     Corporation  shall  be personally  liable  to  the
     Corporation  or  its  stockholders  for  or   with
     respect   to   any  acts  or  omissions   in   the
     performance of his or her duties as a Director  of
     the Corporation. No amendment to or repeal of this
     Article  THIRTEENTH shall apply  to  or  have  any
     effect  on  the liability or alleged liability  of
     any  Director  of  the  Corporation  for  or  with
     respect  to any acts or omissions of such Director
     occurring prior to such amendment."

<PAGE>

     "FOURTEENTH:  Each person who is  or  was  or  had
     agreed  to  become a Director or  officer  of  the
     Corporation,  or each such person who  is  or  was
     serving  or had agreed to serve at the request  of
     the  Board  of  Directors or  an  officer  of  the
     Corporation  as  an  employee  or  agent  of   the
     Corporation or as a Director, officer, employee or
     agent  of another corporation, partnership,  joint
     venture, trust or other enterprise (including  the
     heirs, executors, administrators or estate of such
     person),  shall be indemnified by the  Corporation
     to  the  full  extent  permitted  by  the  General
     Corporation  Law of the State of Delaware  or  any
     other applicable laws as presently or hereafter in
     effect.  Without limiting the generality or effect
     of  the foregoing, the Corporation may enter  into
     one  or  more  agreements with  any  person  which
     provide  for indemnification greater or  different
     than  that provided in this Article.  No amendment
     to  or  repeal  of  this Article FOURTEENTH  shall
     apply  to  or  have any effect  on  the  right  to
     indemnity permitted or authorized hereunder for or
     with respect to or have any effect on the right to
     indemnity permitted or authorized hereunder for or
     with  respect to claims asserted before  or  after
     such  amendment  or repeal arising  from  acts  or
     omissions occurring in whole or in part before the
     effective date of such amendment or repeal."

     Reference is made to Section 145 of the DGCL relating to the
indemnification  of  directors  and  officers   of   a   Delaware
corporation.

     The Company has entered into Indemnification Agreements with
all  of the Company's directors (except Messr. Eyton) and all  of
the  Company's executive officers (the "Indemnitees") to  specify
the extent to which Indemnitees may receive indemnification under
circumstances in which indemnity would not otherwise be  provided
by  the  DGCL.   Pursuant to the Indemnification  Agreements,  an
Indemnitee  will be entitled to indemnification  as  provided  by
Section  145  of the DGCL and to indemnification for  any  amount
which  the  Indemnitee  is or becomes legally  obligated  to  pay
relating to or arising out of any claim made against such  person
because of any act, failure to act or neglect or breach of  duty,
including any actual or alleged error, misstatement or misleading
statement,  which  such  person  commits,  suffers,  permits   or
acquiesces in while acting in the Indemnitee's position with  the
Company.    The   Indemnification  Agreements  provide   specific
procedures  for  securing  indemnification  and  the  Company  is
required  to  make payments in connection with any claim  against
the Indemnitee only to the extent expressly provided by law.

      The  Company has purchased directors and officers liability
insurance  that  provides for indemnification  of  directors  and
officers against certain liabilities.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

     4.1  Registrant's Certificate of Incorporation,  as  amended
          and restated as of May 1, 1996, and currently in effect
          (filed  as Exhibit 3(a) to the Company's Annual  Report
          on  Form  10-K  for the fiscal year ended December  31,
          1996,   File   No.  1-5222)  incorporated   herein   by
          reference.

     4.2  By-laws  of the Company (filed as Exhibit 3(d)  to  the
          Registrant's Annual Report on Form 10-K for the  fiscal
          year   ended  December  31,  1987,  File  No.   1-5222)
          incorporated herein by reference.

     4.3  Rights  Agreement  dated December 4, 1991  between  the
          Company  and  Ameritrust Company  National  Association
          (filed  as Exhibit 2 to Form 8-K of M. A. Hanna Company
          on  December  5, 1991, as amended and as Exhibit  8  to
          Form  8  of  the  Company filed on December  24,  1991)
          incorporated herein by reference.

     5    Opinion of Counsel

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Price Waterhouse LLP

<PAGE>

     23.3 Consent of Counsel (included in Exhibit 5)

     24   Powers of Attorney

     99   M.  A.  Hanna Company Voluntary Non-Qualified  Deferred
          Compensation   Plan  (filed  as  Exhibit   A   to   the
          Registrant's definitive proxy statement dated March 20,
          1995 filed pursuant to Regulation 14A, file No. 1-5222)
          incorporated herein by reference.

Item 9.  Undertakings

     A.   The undersigned Registrant hereby undertakes:

     (1)   To file during any period in which offers or sales are
being  made  a  post-effective  amendment  to  this  registration
statement:   (i)  to include any prospectus required  by  Section
10(a)(3)  of the Securities Act of 1933; (ii) to reflect  in  the
prospectus  any facts or events arising after the effective  date
of  the registration statement (or the most recent post effective
amendment  thereof)  which, individually  or  in  the  aggregate,
represent  a fundamental change in the information set  forth  in
the   registration  statement;  (iii)  to  include  any  material
information  with  respect  to  the  plan  of  distribution   not
previously  disclosed  in  the  registration  statement  or   any
material   change   to  such  information  in  the   registration
statement;  provided,  however,  that  paragraphs  (A)(1)(i)  and
(A)(1)(ii) do not apply if the registration statement is on  Form
S-3  or  on Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the Registrant pursuant to Section  13
or  15(d)  of  the  Securities Exchange  Act  of  1934  that  are
incorporated by reference in the registration statement.

      (2)    That,  for the purpose of determining any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)    To  remove  from registration by means  of  a  post-
effective amendment any securities being registered which  remain
unsold at the termination of the offering.

     B.    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section  13(a) or 15(d) of the Securities Exchange  Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report   pursuant  to Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall  be deemed to be a new registration
statement  relating to the securities offered  therein,  and  the
offering of  such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

      C.     Insofar as  indemnification for liabilities  arising
under  the Securities Act of 1933 may be permitted  to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised that in the opinion of the Securities Exchange Commission
such indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the  Registrant of expenses incurred or  paid  by  a
director, officer or controlling  person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Registrant will, unless
in  the  opinion of  its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public  policy  as expressed in  the  Act  and  will  be
governed by the final adjudication of such issue.

<PAGE>


                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds to   believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  registration statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Cleveland, State of Ohio on this 14th day of May, 1997.

                              M. A. HANNA COMPANY


                              By: /s/John S. Pyke, Jr.
                              John S. Pyke, Jr.
                              Vice President, General Counsel
                                and Secretary

Pursuant to the requirements of the Securities Act of 1933,  this
Registration  Statement has been signed below  by  the  following
persons in the capacities indicated as of the dates indicated.

Signatures            Titles                Date

/s/ D.J. McGregor*    President and Chief   May 13, 1997
D.J. McGregor         Executive Officer
                      (principal executive
                      officer) and
                      Director

/s/ M.S. Duffey       Vice President and    May 13, 1997
M.S. Duffey           Chief Financial
                      Officer (principal
                      financial officer)

/s/ T.E. Lindsey      Controller            May 13, 1997
T.E. Lindsey          (principal
                      accounting officer)

/s/ B.C. Ames*        Director              May 13, 1997
B.C. Ames

/s/ C.A. Cartwright*  Director              May 13, 1997
C.A. Cartwright

/s/ G.D. Harnett*     Director              May 13, 1997
G.D. Harnett

/s/ W.R. Embry*       Director              May 13, 1997
W.R. Embry

/s/ J.T. Eyton*       Director              May 13,1997
J.T. Eyton

/s/ G.D. Kirkham*     Director              May 13, 1997
G. D. Kirkham

/s/ M.L. Mann*        Director              May 13, 1997
M.L. Mann

/s/ R.W. Pogue*       Director              May 13, 1997
R. W. Pogue

/s/ M.D. Walker*      Director              May 13, 1997
M. D. Walker

<PAGE>

*  John S. Pyke, Jr., the  undersigned  attorney-in-fact,  by
signing  his  name  below,  does hereby  sign  this  registration
statement on behalf of the directors and officers of M. A.  Hanna
Company indicated above by asterisk (constituting  a majority  of
the  directors) pursuant to a power of attorney executed by  such
persons  and  filed  with the Securities and Exchange  Commission
contemporaneously herewith.


By: /s/John S. Pyke, Jr.
       John S. Pyke, Jr., as attorney-in-fact



     Pursuant to the requirements of the Securities Act of 1933,
the administrators of the Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 14, 1997.

                           M.A. HANNA COMPANY VOLUNTARY NON-
                           QUALIFIED DEFERRED COMPENSATION PLAN

                           By:  Committee for Employee Benefits Administration


                                   By:  /s/ Lani L. Beach
                                        Lani L. Beach


                                   By:  /s/ Thomas W. Boothe
                                        Thomas W. Boothe


                                   By:  /s/ Michael S. Duffey
                                        Michael S. Duffey


                                   By:  Douglas R. Schrank


                                   By:  /s/ John S. Pyke, Jr.
                                        John S. Pyke, Jr.


<PAGE>

                          EXHIBIT INDEX

   Exhibit  Exhibit
   Number


     4.1  Registrant's Certificate of Incorporation,  as  amended
          and restated as of May 1, 1996, and currently in effect
          (filed  as Exhibit 3(a) to the Company's Annual  Report
          on  Form  10-K  for the fiscal year ended December  31,
          1996,   File   No.  1-5222)  incorporated   herein   by
          reference.

     4.2  By-laws  of the Company (filed as Exhibit 3(d)  to  the
          Registrant's Annual Report on Form 10-K for the  fiscal
          year   ended  December  31,  1987,  File  No.   1-5222)
          incorporated herein by reference.

     4.3  Rights  Agreement  dated December 4, 1991  between  the
          Company  and  Ameritrust Company  National  Association
          (filed  as Exhibit 2 to Form 8-K of M. A. Hanna Company
          on  December  5, 1991, as amended and as Exhibit  8  to
          Form  8  of  the  Company filed on December  24,  1991)
          incorporated herein by reference.

     5    Opinion of Counsel

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Price Waterhouse LLP

     23.3 Consent of Counsel (included in Exhibit 5)

     24   Powers of Attorney

     99   M.  A.  Hanna Company Voluntary Non-Qualified  Deferred
          Compensation  Plan.  (filed  as  Exhibit   A   to   the
          Registrant's definitive proxy statement dated March 20,
          1995 filed pursuant to Regulation 14A, file No. 1-5222)
          incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20208}]
{"company-data": {"conformed-name": "HANNA M A CO/DE", "cik": "0000045370", "assigned-sic": "3080", "irs-number": "340232435", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27129", "film-number": "97605597"}, "business-address": {"street1": "SUITE 36 5000", "street2": "200 PUBLIC SQUARE", "city": "CLEVELAND", "state": "OH", "zip": "44114-2304", "phone": "2165894000"}, "former-company": {"former-conformed-name": "HANNA MINING CO", "date-changed": "19850523"}}
Registration No. 333-______
_________________________________________________________________
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                           ___________

                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933
                           ___________

                       M. A. HANNA COMPANY
     (Exact name of Registrant as specified in its charter)

           Delaware                         34-0232435
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identification No.)
                           ___________

  Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304
   (Address of principal executive office including zip code)
                           __________

M. A. Hanna Company Voluntary Non-Qualified Deferred Compensation Plan
                      (Full title of plan)
                           ___________

                     John S. Pyke, Jr., Esq.
          Vice President, General Counsel and Secretary
                       M. A. Hanna Company
   Suite 36-5000, 200 Public Square, Cleveland, OH 44114-2304
                         (216) 589-4000
(Name and address and telephone number including area code of agent for service)
                           __________

                 CALCULATION OF REGISTRATION FEE

  Title of                                                           Amount of
securities to         Amount       Price Per   Maximum aggregate   registration
be registered(1)  Registered(2)(3)  share(4)   Offering Price(4)      fee (4)

Common Stock
 Par Value
   $1.00             400,000       $21.8125        $8,725,000          $2,644

(1)   In  addition, pursuant to Rule 416(c) under the  Securities
Act  of  1933 (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be offered or
sold  pursuant  to the M.A. Hanna Company Voluntary Non-Qualified
Deferred Compensation Plan (the "Plan").
(2)   Maximum  number of shares expected to be issued  under  the
Plan prior to March 31, 2002.
(3)   Pursuant  to Rule 416 under the Securities Act,  additional
shares  of the Common Stock of the Company issued or which become
issuable  in order to prevent dilution resulting from any  future
stock split, stock dividend or similar transaction are also being
registered hereunder.
(4)   Based upon the average of the high and low sales prices  of
the  Common Stock in the consolidated reporting system on May 12,
1997;  determined in accordance with Rule 457(c) solely  for  the
purpose of determining the amount of the registration fee.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The  following documents and reports filed by M.  A.  Hanna
Company (File No. 1-5222) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:

      (a)   Annual  Report of the Company on Form  10-K  for  the
fiscal year ended December 31, 1996;

      (b)   Quarterly Report of the Company on Form 10-Q for  the
quarter ended March 31, 1997;

      (c)  The description of the Company's Common Stock contained
in  the  Registration Statement filed under  Section  12  of  the
Securities  Exchange  Act  of 1934, including  any  amendment  or
report filed for the purpose of updating such description; and

      (d)  The description of the Company's Stock Purchase Rights
contained in the Rights Agreement filed as Exhibit 2 to Form  8-K
dated December 4, 1991, as amended.

      All  documents filed after the date of the filing  of  this
Registration Statement by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to  the filing of a post-effective amendment which indicates that
all  securities  offered have been sold or which deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated herein by reference and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      John  S.  Pyke,  Jr., whose legal opinion is  filed  as  an
exhibit to this registration statement is Vice President, General
Counsel  and  Secretary of the Registrant and is  the  beneficial
owner  of  approximately 51,127 shares of  the  Company's  Common
Stock.

Item 6.  Indemnification of Directors and Officers

      Subsection  (b)(7) of Section 102 of the  Delaware  General
Corporation  Law  (the  "DGCL") empowers  a  corporation  in  its
original  certificate  of incorporation or an  amendment  thereto
validly  approved  by  stockholders to  eliminate  or  limit  the
personal  liability  of  a director to  the  corporation  or  its
stockholders for monetary damages for breach of fiduciary duty as
a  director,  provided that such provision  cannot  eliminate  or
limit  the  liability  of  a  director  for  (i)  breach  of  the
director's   duty   of   loyalty  to  the  corporation   or   its
stockholders, (ii) acts or omissions not in good faith  or  which
involve intentional misconduct or knowing violation of law, (iii)
payment of a dividend or approval of a stock repurchase which was
illegal  under  Section 174 of the DGCL, or (iv) any  transaction
from  which  the  director derived an improper personal  benefit.
Articles   Thirteenth   and  Fourteenth   of   the   Registrant's
Certificate of Incorporation provide for limitation of  liability
of  directors,  and  indemnification of directors,  officers  and
others as follows:

     "THIRTEENTH: To the full extent permitted  by  the
     General  Corporation Law of the State of  Delaware
     or  any  other  applicable laws  as  presently  or
     hereafter   in   effect,  no   Director   of   the
     Corporation  shall  be personally  liable  to  the
     Corporation  or  its  stockholders  for  or   with
     respect   to   any  acts  or  omissions   in   the
     performance of his or her duties as a Director  of
     the Corporation. No amendment to or repeal of this
     Article  THIRTEENTH shall apply  to  or  have  any
     effect  on  the liability or alleged liability  of
     any  Director  of  the  Corporation  for  or  with
     respect  to any acts or omissions of such Director
     occurring prior to such amendment."
"FOURTEENTH:  Each person who is  or  was  or  had
     agreed  to  become a Director or  officer  of  the
     Corporation,  or each such person who  is  or  was
     serving  or had agreed to serve at the request  of
     the  Board  of  Directors or  an  officer  of  the
     Corporation  as  an  employee  or  agent  of   the
     Corporation or as a Director, officer, employee or
     agent  of another corporation, partnership,  joint
     venture, trust or other enterprise (including  the
     heirs, executors, administrators or estate of such
     person),  shall be indemnified by the  Corporation
     to  the  full  extent  permitted  by  the  General
     Corporation  Law of the State of Delaware  or  any
     other applicable laws as presently or hereafter in
     effect.  Without limiting the generality or effect
     of  the foregoing, the Corporation may enter  into
     one  or  more  agreements with  any  person  which
     provide  for indemnification greater or  different
     than  that provided in this Article.  No amendment
     to  or  repeal  of  this Article FOURTEENTH  shall
     apply  to  or  have any effect  on  the  right  to
     indemnity permitted or authorized hereunder for or
     with respect to or have any effect on the right to
     indemnity permitted or authorized hereunder for or
     with  respect to claims asserted before  or  after
     such  amendment  or repeal arising  from  acts  or
     omissions occurring in whole or in part before the
     effective date of such amendment or repeal."

     Reference is made to Section 145 of the DGCL relating to the
indemnification  of  directors  and  officers   of   a   Delaware
corporation.

     The Company has entered into Indemnification Agreements with
all  of the Company's directors (except Messr. Eyton) and all  of
the  Company's executive officers (the "Indemnitees") to  specify
the extent to which Indemnitees may receive indemnification under
circumstances in which indemnity would not otherwise be  provided
by  the  DGCL.   Pursuant to the Indemnification  Agreements,  an
Indemnitee  will be entitled to indemnification  as  provided  by
Section  145  of the DGCL and to indemnification for  any  amount
which  the  Indemnitee  is or becomes legally  obligated  to  pay
relating to or arising out of any claim made against such  person
because of any act, failure to act or neglect or breach of  duty,
including any actual or alleged error, misstatement or misleading
statement,  which  such  person  commits,  suffers,  permits   or
acquiesces in while acting in the Indemnitee's position with  the
Company.    The   Indemnification  Agreements  provide   specific
procedures  for  securing  indemnification  and  the  Company  is
required  to  make payments in connection with any claim  against
the Indemnitee only to the extent expressly provided by law.

      The  Company has purchased directors and officers liability
insurance  that  provides for indemnification  of  directors  and
officers against certain liabilities.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.  Exhibits

     4.1  Registrant's Certificate of Incorporation,  as  amended
          and restated as of May 1, 1996, and currently in effect
          (filed  as Exhibit 3(a) to the Company's Annual  Report
          on  Form  10-K  for the fiscal year ended December  31,
          1996,   File   No.  1-5222)  incorporated   herein   by
          reference.

     4.2  By-laws  of the Company (filed as Exhibit 3(d)  to  the
          Registrant's Annual Report on Form 10-K for the  fiscal
          year   ended  December  31,  1987,  File  No.   1-5222)
          incorporated herein by reference.

     4.3  Rights  Agreement  dated December 4, 1991  between  the
          Company  and  Ameritrust Company  National  Association
          (filed  as Exhibit 2 to Form 8-K of M. A. Hanna Company
          on  December  5, 1991, as amended and as Exhibit  8  to
          Form  8  of  the  Company filed on December  24,  1991)
          incorporated herein by reference.

     5    Opinion of Counsel

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Price Waterhouse LLP
23.3 Consent of Counsel (included in Exhibit 5)

     24   Powers of Attorney

     99   M.  A.  Hanna Company Voluntary Non-Qualified  Deferred
          Compensation   Plan  (filed  as  Exhibit   A   to   the
          Registrant's definitive proxy statement dated March 20,
          1995 filed pursuant to Regulation 14A, file No. 1-5222)
          incorporated herein by reference.

Item 9.  Undertakings

     A.   The undersigned Registrant hereby undertakes:

     (1)   To file during any period in which offers or sales are
being  made  a  post-effective  amendment  to  this  registration
statement:   (i)  to include any prospectus required  by  Section
10(a)(3)  of the Securities Act of 1933; (ii) to reflect  in  the
prospectus  any facts or events arising after the effective  date
of  the registration statement (or the most recent post effective
amendment  thereof)  which, individually  or  in  the  aggregate,
represent  a fundamental change in the information set  forth  in
the   registration  statement;  (iii)  to  include  any  material
information  with  respect  to  the  plan  of  distribution   not
previously  disclosed  in  the  registration  statement  or   any
material   change   to  such  information  in  the   registration
statement;  provided,  however,  that  paragraphs  (A)(1)(i)  and
(A)(1)(ii) do not apply if the registration statement is on  Form
S-3  or  on Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic  reports filed by the Registrant pursuant to Section  13
or  15(d)  of  the  Securities Exchange  Act  of  1934  that  are
incorporated by reference in the registration statement.

      (2)    That,  for the purpose of determining any  liability
under  the  Securities  Act  of 1933,  each  such  post-effective
amendment  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)    To  remove  from registration by means  of  a  post-
effective amendment any securities being registered which  remain
unsold at the termination of the offering.

     B.    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the Registrant's annual report pursuant  to
Section  13(a) or 15(d) of the Securities Exchange  Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report   pursuant  to Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall  be deemed to be a new registration
statement  relating to the securities offered  therein,  and  the
offering of  such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

      C.     Insofar as  indemnification for liabilities  arising
under  the Securities Act of 1933 may be permitted  to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised that in the opinion of the Securities Exchange Commission
such indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the  Registrant of expenses incurred or  paid  by  a
director, officer or controlling  person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Registrant will, unless
in  the  opinion of  its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public  policy  as expressed in  the  Act  and  will  be
governed by the final adjudication of such issue.
SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds to   believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  registration statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Cleveland, State of Ohio on this 14th day of May, 1997.

                              M. A. HANNA COMPANY

                              By: /s/John S. Pyke, Jr.
                              John S. Pyke, Jr.
                              Vice President, General Counsel
                                and Secretary

Pursuant to the requirements of the Securities Act of 1933,  this
Registration  Statement has been signed below  by  the  following
persons in the capacities indicated as of the dates indicated.

Signatures            Titles                Date

/s/ D.J. McGregor*    President and Chief   May 13, 1997
D.J. McGregor         Executive Officer
                      (principal executive
                      officer) and
                      Director

/s/ M.S. Duffey       Vice President and    May 13, 1997
M.S. Duffey           Chief Financial
                      Officer (principal
                      financial officer)

/s/ T.E. Lindsey      Controller            May 13, 1997
T.E. Lindsey          (principal
                      accounting officer)

/s/ B.C. Ames*        Director              May 13, 1997
B.C. Ames

/s/ C.A. Cartwright*  Director              May 13, 1997
C.A. Cartwright

/s/ G.D. Harnett*     Director              May 13, 1997
G.D. Harnett

/s/ W.R. Embry*       Director              May 13, 1997
W.R. Embry

/s/ J.T. Eyton*       Director              May 13,1997
J.T. Eyton

/s/ G.D. Kirkham*     Director              May 13, 1997
G. D. Kirkham

/s/ M.L. Mann*        Director              May 13, 1997
M.L. Mann

/s/ R.W. Pogue*       Director              May 13, 1997
R. W. Pogue

/s/ M.D. Walker*      Director              May 13, 1997
M. D. Walker
*  John S. Pyke, Jr., the  undersigned  attorney-in-fact,  by
signing  his  name  below,  does hereby  sign  this  registration
statement on behalf of the directors and officers of M. A.  Hanna
Company indicated above by asterisk (constituting  a majority  of
the  directors) pursuant to a power of attorney executed by  such
persons  and  filed  with the Securities and Exchange  Commission
contemporaneously herewith.

By: /s/John S. Pyke, Jr.
       John S. Pyke, Jr., as attorney-in-fact

     Pursuant to the requirements of the Securities Act of 1933,
the administrators of the Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of
Ohio, on May 14, 1997.

                           M.A. HANNA COMPANY VOLUNTARY NON-
                           QUALIFIED DEFERRED COMPENSATION PLAN

                           By:  Committee for Employee Benefits Administration

                                   By:  /s/ Lani L. Beach
                                        Lani L. Beach

                                   By:  /s/ Thomas W. Boothe
                                        Thomas W. Boothe

                                   By:  /s/ Michael S. Duffey
                                        Michael S. Duffey

                                   By:  Douglas R. Schrank

                                   By:  /s/ John S. Pyke, Jr.
                                        John S. Pyke, Jr.
EXHIBIT INDEX

   Exhibit  Exhibit
   Number

     4.1  Registrant's Certificate of Incorporation,  as  amended
          and restated as of May 1, 1996, and currently in effect
          (filed  as Exhibit 3(a) to the Company's Annual  Report
          on  Form  10-K  for the fiscal year ended December  31,
          1996,   File   No.  1-5222)  incorporated   herein   by
          reference.

     4.2  By-laws  of the Company (filed as Exhibit 3(d)  to  the
          Registrant's Annual Report on Form 10-K for the  fiscal
          year   ended  December  31,  1987,  File  No.   1-5222)
          incorporated herein by reference.

     4.3  Rights  Agreement  dated December 4, 1991  between  the
          Company  and  Ameritrust Company  National  Association
          (filed  as Exhibit 2 to Form 8-K of M. A. Hanna Company
          on  December  5, 1991, as amended and as Exhibit  8  to
          Form  8  of  the  Company filed on December  24,  1991)
          incorporated herein by reference.

     5    Opinion of Counsel

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Price Waterhouse LLP

     23.3 Consent of Counsel (included in Exhibit 5)

     24   Powers of Attorney

     99   M.  A.  Hanna Company Voluntary Non-Qualified  Deferred
          Compensation  Plan.  (filed  as  Exhibit   A   to   the
          Registrant's definitive proxy statement dated March 20,
          1995 filed pursuant to Regulation 14A, file No. 1-5222)
          incorporated herein by reference.