Registration No.

_______________________________________________________________________________
_______________________________________________________________________________

                   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)

                               __________

            401K Savings and Retirement Plan for Polymer Associates
                          (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, Ohio  44114-2304
                             (216) 589-4000
<TABLE>
<CAPTION>
(Name, address and telephone number including area code of agent for service)
                               ____________

                     CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
 <S>                    <C>           <C>        <C>                <C>
 Title of Securities   Amount        Price per  Maximum aggregate  Amount of
 to be Registered      Registered(1)  share(2)  Offering Price(2)  Registration
                                                                    Fee (2)
________________________________________________________________________________
 Common Stock,         200,000       $23.438     $4,687,600         $1,616
 Par Value $1.00
________________________________________________________________________________

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(2)  Based upon the average of the high and low sales prices of the Common
Stock in the consolidated reporting system on December 20, 1994; determined in
accordance with Rule 457(c) solely for the purposes of determining the amount
of the registration fee.
</TABLE>



                                   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, 1993, as amended;

        (b)    Quarterly  Reports of  the  Company  on Form  10-Q  for the
  quarters ended March 31, 1994, June 30, 1994 and September 30, 1994;

        (c)    Current Report of the  Company on  Form  8-K dated December
  20, 1994;

        (d)   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;

        (e)   The  description  of the  Company's  Stock  Purchase  Rights
  contained  in the Registration Statement  on Form 8-A  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 6.  Indemnification of Directors and Officers

        Subsection  (b)(7) of Section 102  of the Delaware  Law 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 his duty or loyalty, (ii) acts or omissions
  not in good  faith or  which involve intentional  misconduct or  knowing
  violation of  law, (iii) payment  of a stock  dividend or approval  of a
  stock repurchase which  was illegal  under Section 174  of the  Delaware
  Law, or (iv) any transaction from which an improper personal benefit was
  derived.    Articles  Thirteenth  and  Fourteenth  of  the  Registrant's
  Restated  Certificate of  Incorporation were  approved at  the Company's
  annual  meeting  of  stockholders  held  in  May  1987  to  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   Delaware  General
  Corporation law  relating 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 Mr.  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 Delaware Law.  Pursuant
  to the  Indemnification Agreements, an  Indemnitee will  be entitled  to
  indemnification  as provided by Section  145 of the  Delaware Law 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 which  provides for indemnification of  directors and officers
  against certain liabilities.

  Item 8.  Exhibits

        4.1   Amended Certificate  of Incorporation of  the Company (filed
              as  Exhibit 3(b) to the Company's Annual Report on Form 10-K
              for the  fiscal year  ended December 31,  1989) incorporated
              herein by reference.

        4.2   By-laws  of  the  Company  (filed as  Exhibit  3(d)  to  the
              Company'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   Indenture dated  September 15, 1991 between  the Company and
              Ameritrust  Company,  National  Association  (now  known  as
              Society  National Bank),  Trustee, relating  to Registrant's
              $100,000,000 aggregate  principal amount of 9%  Senior Notes
              due 1998  and $150,000,000  aggregate principal amount  of 9
              3/8% Senior Notes due 2003, (filed  as Exhibit 4 to the Form
              S-3  of  the Company  on  September  18, 1991)  incorporated
              herein by reference.

        4.4   Indenture dated  September 26, 1991 between  the Company and
              Ameritrust Texas, National Association, Trustee, relating to
              Registrant's  $50,000,000 aggregate  principal amount  of 9%
              Notes due 1998,  (filed as Exhibit 4 to the  Form S-3 of the
              Company  on  October   24,  1991)  incorporated   herein  by
              reference.

        4.5   Credit Agreement  dated June  30, 1994 between  the Company,
              Citibank, N.A. and the other banks signatory thereto.

        4.6   Rights Agreement dated December  4, 1991 between the Company
              and   Ameritrust  Company  National  Association  (filed  as
              Exhibit 2 to Form 8-A 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.

        23    Consent of Ernst & Young LLP.

        24    Powers of Attorney.

        99    401K Savings and Retirement Plan for Polymer Associates.

  The  undersigned Registrant hereby undertakes that it will submit or has
  submitted the Plan  and any  amendment thereto to  the Internal  Revenue
  Service (the "IRS")  in a timely  manner and has made  or will make  all
  changes required by the IRS in order to qualify the Plan.

  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,  the
  paragraph  (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 22nd day of December, 1994.

                                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 December 22, 1994.

  Signatures                Titles                                    Date



  Martin D. Walker*         Chairman, Chief Executive Officer
  Martin D. Walker          (principal executive officer)
                            and Director

  Douglas J. McGregor*      President, Chief Operating Officer
  Douglas J. McGregor       and Director

  /S/  Douglas R. Schrank   Vice President, Chief Financial
  Douglas R. Schrank        Officer (principal financial
                            officer)

  /s/  Thomas E. Lindsey    Controller (principal accounting
  Thomas E. Lindsey         officer)

  B. Charles Ames*          Director
  B. Charles Ames

  Carol A. Cartwright*      Director
  Carol Cartwright

  Wayne R. Embry*           Director
  Wayne R. Embry

  J. Trevor Eyton*          Director
  J. Trevor Eyton

  George D. Kirkham*        Director
  George D. Kirkham

  Marvin L. Mann*           Director
  Marvin L. Mann

  Richard W. Pogue*         Director
  Richard W. Pogue


  *  John S. Pyke, Jr.,  theundersigned attorney-in-fact,  by signing his
  name  below, does hereby sign  this registration statement  on behalf of
  the  above indicated  directors  and officers  of  M. A.  Hanna  Company
  (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.  as attorney-in-fact
           John S. Pyke, Jr.


  The Plan

        Pursuant  to the requirements of  the Securities Act  of 1933, the
  trustees (or  other persons  who administer  the employee  benefit plan)
  have duly cause this registration statement to be filed on its behalf by
  the undersigned, thereunto  duly authorized, in  the City of  Cleveland,
  State of  Ohio, on December 22, 1994.

                    401K Savings and Retirement Plan for Polymer
                    Associates


                    By:    /s/  Douglas R. Schrank
                    Name:  Douglas R. Schrank
                    Title: Committee for Employee Benefits
                           Administration



                                 EXHIBITS
 ________________________________________________________________________
                                                 Pagination by
 Exhibit                                         sequential
 Number                  Exhibit                 numbering
 ________________________________________________________________________

 3    Restated  Certificate  of  Incorporation  of  Registrant  (filed  as
      Exhibit 4(a) to  the Form  S-8 of  Registrant dated  June 29,  1988)
      incorporated herein by reference and made a part hereof.

 4.1  Amended Certificate of Incorporation of the Company (filed as
      Exhibit 3(b) to the Company's Annual Report on Form 10-K for the
      fiscal  year  ended  December  31,  1989)  incorporated  herein   by
      reference.

 4.2  By-laws of the Company (filed as Exhibit 3(d) to the Company'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  Indenture dated September 15, 1991 between the Company and
      Ameritrust Company, National Association, Trustee, relating to
      Registrant's $100,000,000 aggregate principal amount of 9% Senior
      Notes due 1998 and $150,000,000 aggregate principal amount
      of 9 3/8% Senior Notes due 2003 (filed as Exhibit 4 to the Form S-3
      of the Company on October 24, 1991) incorporated herein by
      reference.

 4.4  Indenture dated September 26, 1991 between the Company and
      Ameritrust Texas, National Association, Trustee, relating to
      Registrant's $50,000,000 aggregate principal amount of 9% Notes
      due 1998, (filed as Exhibit 4 to the Form S-3 of the Company on
      October 24, 1991) incorporated herein by reference.

 4.5  Credit Agreement dated June 30, 1994 between the Company,
      Citibank, N.A. and the other banks signatory thereto.

 4.6  Rights Agreement dated December 4, 1991 between the Company
      and Ameritrust Company National Association (filed as Exhibit 2 to
      Form 8-A 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.

 23   Consent of Ernst & Young LLP.

 24   Powers of Attorney.

 99   401K Savings and Retirement Plan for Polymer Associates.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21534}]
{"company-data": {"conformed-name": "HANNA M A CO/DE", "cik": "0000045370", "assigned-sic": "3060", "irs-number": "340232435", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57021", "film-number": "94565780"}, "business-address": {"street1": "SUITE 36-5000", "street2": "200 PUBLIC SQUARE", "city": "CLEVELAND", "state": "OH", "zip": "44114-2304", "phone": "(216)589-4000"}, "former-company": {"former-conformed-name": "HANNA MINING CO", "date-changed": "19850523"}}
Registration No.

_______________________________________________________________________________
_______________________________________________________________________________

                   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)

                               __________

            401K Savings and Retirement Plan for Polymer Associates
                          (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, Ohio  44114-2304
                             (216) 589-4000
(Name, address and telephone number including area code of agent for service)
                               ____________

                     CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Securities   Amount        Price per  Maximum aggregate  Amount of
 to be Registered      Registered(1)  share(2)  Offering Price(2)  Registration
                                                                    Fee (2)
________________________________________________________________________________
 Common Stock,         200,000       $23.438     $4,687,600         $1,616
 Par Value $1.00
________________________________________________________________________________

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(2)  Based upon the average of the high and low sales prices of the Common
Stock in the consolidated reporting system on December 20, 1994; determined in
accordance with Rule 457(c) solely for the purposes 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, 1993, as amended;

        (b)    Quarterly  Reports of  the  Company  on Form  10-Q  for the
  quarters ended March 31, 1994, June 30, 1994 and September 30, 1994;

        (c)    Current Report of the  Company on  Form  8-K dated December
  20, 1994;

        (d)   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;

        (e)   The  description  of the  Company's  Stock  Purchase  Rights
  contained  in the Registration Statement  on Form 8-A  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 6.  Indemnification of Directors and Officers

        Subsection  (b)(7) of Section 102  of the Delaware  Law 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 his duty or loyalty, (ii) acts or omissions
  not in good  faith or  which involve intentional  misconduct or  knowing
  violation of  law, (iii) payment  of a stock  dividend or approval  of a
  stock repurchase which  was illegal  under Section 174  of the  Delaware
  Law, or (iv) any transaction from which an improper personal benefit was
  derived.    Articles  Thirteenth  and  Fourteenth  of  the  Registrant's
  Restated  Certificate of  Incorporation were  approved at  the Company's
  annual  meeting  of  stockholders  held  in  May  1987  to  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   Delaware  General
  Corporation law  relating 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 Mr.  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 Delaware Law.  Pursuant
  to the  Indemnification Agreements, an  Indemnitee will  be entitled  to
  indemnification  as provided by Section  145 of the  Delaware Law 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 which  provides for indemnification of  directors and officers
  against certain liabilities.

  Item 8.  Exhibits

        4.1   Amended Certificate  of Incorporation of  the Company (filed
              as  Exhibit 3(b) to the Company's Annual Report on Form 10-K
              for the  fiscal year  ended December 31,  1989) incorporated
              herein by reference.

        4.2   By-laws  of  the  Company  (filed as  Exhibit  3(d)  to  the
              Company'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   Indenture dated  September 15, 1991 between  the Company and
              Ameritrust  Company,  National  Association  (now  known  as
              Society  National Bank),  Trustee, relating  to Registrant's
              $100,000,000 aggregate  principal amount of 9%  Senior Notes
              due 1998  and $150,000,000  aggregate principal amount  of 9
              3/8% Senior Notes due 2003, (filed  as Exhibit 4 to the Form
              S-3  of  the Company  on  September  18, 1991)  incorporated
              herein by reference.

        4.4   Indenture dated  September 26, 1991 between  the Company and
              Ameritrust Texas, National Association, Trustee, relating to
              Registrant's  $50,000,000 aggregate  principal amount  of 9%
              Notes due 1998,  (filed as Exhibit 4 to the  Form S-3 of the
              Company  on  October   24,  1991)  incorporated   herein  by
              reference.

        4.5   Credit Agreement  dated June  30, 1994 between  the Company,
              Citibank, N.A. and the other banks signatory thereto.

        4.6   Rights Agreement dated December  4, 1991 between the Company
              and   Ameritrust  Company  National  Association  (filed  as
              Exhibit 2 to Form 8-A 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.

        23    Consent of Ernst & Young LLP.

        24    Powers of Attorney.

        99    401K Savings and Retirement Plan for Polymer Associates.

  The  undersigned Registrant hereby undertakes that it will submit or has
  submitted the Plan  and any  amendment thereto to  the Internal  Revenue
  Service (the "IRS")  in a timely  manner and has made  or will make  all
  changes required by the IRS in order to qualify the Plan.

  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,  the
  paragraph  (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 22nd day of December, 1994.

                                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 December 22, 1994.

  Signatures                Titles                                    Date

  Martin D. Walker*         Chairman, Chief Executive Officer
  Martin D. Walker          (principal executive officer)
                            and Director

  Douglas J. McGregor*      President, Chief Operating Officer
  Douglas J. McGregor       and Director

  /S/  Douglas R. Schrank   Vice President, Chief Financial
  Douglas R. Schrank        Officer (principal financial
                            officer)

  /s/  Thomas E. Lindsey    Controller (principal accounting
  Thomas E. Lindsey         officer)

  B. Charles Ames*          Director
  B. Charles Ames

  Carol A. Cartwright*      Director
  Carol Cartwright

  Wayne R. Embry*           Director
  Wayne R. Embry

  J. Trevor Eyton*          Director
  J. Trevor Eyton

  George D. Kirkham*        Director
  George D. Kirkham

  Marvin L. Mann*           Director
  Marvin L. Mann

  Richard W. Pogue*         Director
  Richard W. Pogue

  *  John S. Pyke, Jr.,  theundersigned attorney-in-fact,  by signing his
  name  below, does hereby sign  this registration statement  on behalf of
  the  above indicated  directors  and officers  of  M. A.  Hanna  Company
  (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.  as attorney-in-fact
           John S. Pyke, Jr.

  The Plan

        Pursuant  to the requirements of  the Securities Act  of 1933, the
  trustees (or  other persons  who administer  the employee  benefit plan)
  have duly cause this registration statement to be filed on its behalf by
  the undersigned, thereunto  duly authorized, in  the City of  Cleveland,
  State of  Ohio, on December 22, 1994.

                    401K Savings and Retirement Plan for Polymer
                    Associates

                    By:    /s/  Douglas R. Schrank
                    Name:  Douglas R. Schrank
                    Title: Committee for Employee Benefits
                           Administration

                                 EXHIBITS
 ________________________________________________________________________
                                                 Pagination by
 Exhibit                                         sequential
 Number                  Exhibit                 numbering
 ________________________________________________________________________

 3    Restated  Certificate  of  Incorporation  of  Registrant  (filed  as
      Exhibit 4(a) to  the Form  S-8 of  Registrant dated  June 29,  1988)
      incorporated herein by reference and made a part hereof.

 4.1  Amended Certificate of Incorporation of the Company (filed as
      Exhibit 3(b) to the Company's Annual Report on Form 10-K for the
      fiscal  year  ended  December  31,  1989)  incorporated  herein   by
      reference.

 4.2  By-laws of the Company (filed as Exhibit 3(d) to the Company'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  Indenture dated September 15, 1991 between the Company and
      Ameritrust Company, National Association, Trustee, relating to
      Registrant's $100,000,000 aggregate principal amount of 9% Senior
      Notes due 1998 and $150,000,000 aggregate principal amount
      of 9 3/8% Senior Notes due 2003 (filed as Exhibit 4 to the Form S-3
      of the Company on October 24, 1991) incorporated herein by
      reference.

 4.4  Indenture dated September 26, 1991 between the Company and
      Ameritrust Texas, National Association, Trustee, relating to
      Registrant's $50,000,000 aggregate principal amount of 9% Notes
      due 1998, (filed as Exhibit 4 to the Form S-3 of the Company on
      October 24, 1991) incorporated herein by reference.

 4.5  Credit Agreement dated June 30, 1994 between the Company,
      Citibank, N.A. and the other banks signatory thereto.

 4.6  Rights Agreement dated December 4, 1991 between the Company
      and Ameritrust Company National Association (filed as Exhibit 2 to
      Form 8-A 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.

 23   Consent of Ernst & Young LLP.

 24   Powers of Attorney.

 99   401K Savings and Retirement Plan for Polymer Associates.