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.)

                               ___________

       1301 E. 9th Street, Suite 3600, Cleveland, Ohio 44114-1860
       (Address of Principal Executive Office Including Zip Code)

                               __________

            M. A. Hanna Company Directors' Deferred Fee Plan
                          (Full title of plan)

                               ___________

                        John S. Pyke, Jr., Esq.
                      Vice President and Secretary
                          M. A. Hanna Company
        1301 E. 9th Street, Suite 3600, Cleveland, OH 44114-1860
                             (216) 589-4000
(Name and address and telephone number including area code of agent for service)

<TABLE>                        __________

<CAPTION>           CALCULATION OF REGISTRATION FEE
<S>                     <C>         <C>        <C>                <C>
_____________________________________________________________________________________
 Title of Securities    Amount      Price per  Maximum aggregate  Amount of
 to be Registered       Registered  share(1)   Offering Price(1)  Registration Fee(1)
_____________________________________________________________________________________
 Common Stock,          100,000      $35.75       $3,575,000        $1,233
 Par Value $1.00
_____________________________________________________________________________________

(1)  Based upon the average of the high and low sales prices of the Common
Stock in the consolidated reporting system on April 4, 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;

      (b)  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;

      (c)  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 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 Messrs. Eyton and Marshall 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   Articles of Incorporation of the Company as restated as of
            November 13, 1989, and currently in effect (filed as Exhibit
            3(b) to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1989, File No. 1-5222) 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   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

      23.2  Consent of Counsel (included in Exhibit 5)

      24    Powers of Attorney

      99    M. A. Hanna Directors' Deferred Fee 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 11th day of
April, 1994.

                                    M. A. HANNA COMPANY



                                    By: /s/Valerie A. Gentile
                                           Valerie A. Gentile
                                           Assistant 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 April 11, 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)

Thomas E. Lindsey*            Comptroller (principal accounting
Thomas E. Lindsey                officer)

B. Charles Ames*              Director
B. Charles Ames

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

Paul M. Marshall*             Director
Paul M. Marshall

Richard W. Pogue*             Director
Richard W. Pogue



* Valerie A. Gentile, the undersigned attorney-in-fact, by signing her 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
contemporaneous herewith.


By: /s/Valerie A. Gentile    as attorney-in-fact
       Valerie A. Gentile





                                    EXHIBITS



______________________________________________________________________________
                                                                 Pagination by
   Exhibit                                                       sequential
   Number                        Exhibit                         numbering
______________________________________________________________________________

   4.1      Articles  of  Incorporation  of the  Company  as  restated  as  of
            November 13, 1989, and currently in effect (filed as Exhibit  3(b)
            to the Company's Annual  Report on Form  10-K for the fiscal  year
            ended December 31, 1989,  File No. 1-5222) 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      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

   23.2     Consent of Counsel (included in Exhibit 5)

   24       Powers of Attorney

   99       M. A. Hanna Directors' Deferred Fee Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17351}]
{"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": "033-53093", "film-number": "94522211"}, "business-address": {"street1": "1301 E 9TH ST STE 3600", "city": "CLEVELAND", "state": "OH", "zip": "44114", "phone": "2165894000"}, "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.)

                               ___________

       1301 E. 9th Street, Suite 3600, Cleveland, Ohio 44114-1860
       (Address of Principal Executive Office Including Zip Code)

                               __________

            M. A. Hanna Company Directors' Deferred Fee Plan
                          (Full title of plan)

                               ___________

                        John S. Pyke, Jr., Esq.
                      Vice President and Secretary
                          M. A. Hanna Company
        1301 E. 9th Street, Suite 3600, Cleveland, OH 44114-1860
                             (216) 589-4000
(Name and 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  share(1)   Offering Price(1)  Registration Fee(1)
_____________________________________________________________________________________
 Common Stock,          100,000      $35.75       $3,575,000        $1,233
 Par Value $1.00
_____________________________________________________________________________________

(1)  Based upon the average of the high and low sales prices of the Common
Stock in the consolidated reporting system on April 4, 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;

      (b)  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;

      (c)  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 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 Messrs. Eyton and Marshall 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   Articles of Incorporation of the Company as restated as of
            November 13, 1989, and currently in effect (filed as Exhibit
            3(b) to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1989, File No. 1-5222) 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   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

      23.2  Consent of Counsel (included in Exhibit 5)

      24    Powers of Attorney

      99    M. A. Hanna Directors' Deferred Fee 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 11th day of
April, 1994.

                                    M. A. HANNA COMPANY

                                    By: /s/Valerie A. Gentile
                                           Valerie A. Gentile
                                           Assistant 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 April 11, 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)

Thomas E. Lindsey*            Comptroller (principal accounting
Thomas E. Lindsey                officer)

B. Charles Ames*              Director
B. Charles Ames

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

Paul M. Marshall*             Director
Paul M. Marshall

Richard W. Pogue*             Director
Richard W. Pogue

* Valerie A. Gentile, the undersigned attorney-in-fact, by signing her 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
contemporaneous herewith.

By: /s/Valerie A. Gentile    as attorney-in-fact
       Valerie A. Gentile

                                    EXHIBITS

______________________________________________________________________________
                                                                 Pagination by
   Exhibit                                                       sequential
   Number                        Exhibit                         numbering
______________________________________________________________________________

   4.1      Articles  of  Incorporation  of the  Company  as  restated  as  of
            November 13, 1989, and currently in effect (filed as Exhibit  3(b)
            to the Company's Annual  Report on Form  10-K for the fiscal  year
            ended December 31, 1989,  File No. 1-5222) 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      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

   23.2     Consent of Counsel (included in Exhibit 5)

   24       Powers of Attorney

   99       M. A. Hanna Directors' Deferred Fee Plan