<PAGE>

        As filed with the Securities and Exchange Commission on
July 3, 1996

        

                                            Registration No. 33
- - ____________



                                   FORM S-8



                     SECURITIES AND EXCHANGE COMMISSION



           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933





                                 OM GROUP, INC.

          (exact name of registrant as specified in its charter)



          Delaware                                     
52-1736882

(State or other jurisdiction of                    (I.R.S.,
Employer

incorporation or organization)                   Identification
Number)



           3800 Terminal Tower

            Cleveland, Ohio                            
44113-2204

(Address of principal executive offices)                (Zip
code)





                                   OM GROUP, INC.

               Non-Employee Directors' Equity Compensation Plan

                             (Full title of the plan)



                                Michael J. Scott

                                    Secretary

                              3800 Terminal Tower

                          Cleveland, Ohio  44113-2204

                      (Name and address of agent for service)



                                 (216)781-0083

         (Telephone number, including area code, of agent for
service)





                        Calculation of Registration Fee

- -----------------------------------------------------------------
- -----------

|   Title of    |   Amount   |    Proposed   |     Maximum    |
Amount of   |

|   Securities  |    to be   |    Maximum    |    Aggregate   |
Registration|

|     to be     | Registered |Offering Price |    Offering    | 
Fee (2)    |

|   Registered  |	           | Per Share (1) |    Price (1)   | 
           |

- -----------------------------------------------------------------
- -----------|

| Common Stock  | 250,000    |    $38 3/4    | $9,687,500.00  |
$3,340.00   |

|$.01 par value |            |               |                | 
           |

- -----------------------------------------------------------------
- -----------



(1) Based on the average high and low prices of securities of
the same class

    on the NASDAQ Stock Market on June 28, 1996.



(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.



                                      -1-



<PAGE>

Part II     Information Required In The Registration Statement



Item 3      Incorporation of Documents by Reference



            OM Group, Inc. (the "Company") incorporates by
reference into

            this registration statement the following documents:



            a) The Company's Annual Report on Form 10-K for the
year ended

               December 31, 1995.



            b) The Company's Quarterly Report on Form 10-Q for
the period

               ended March 31, 1996.



            c) The description of the Company's Common Stock,
$.01 par value,

               contained in the Company's Form S-1 Registration
Statement

               (Registration No. 33-60444) which became
effective on October

               12, 1993 (the "Form S-1 Registration Statement").



            All documents subsequently filed by the Company
pursuant to

            Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act

            of 1934 (the "Exchange Act"), prior to the filing of
a post-

            effective amendment that indicates all securities
offered have

            been sold, or that deregisters all securities then
remaining

            unsold, shall be deemed to be incorporated by
reference in this

            registration statement and to be 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



            Not applicable.



Item 6      Indemnification of Directors and Officers



            Section 145 of the General Corporation Law of the
State of

            Delaware ("Delaware Law") empowers a Delaware
corporation to

            indemnify any persons who are, or are threatened to
be made,

            parties to any threatened, pending or completed
legal action, suit

            or proceeding, whether civil, criminal,
administrative or

            investigative (other than an action by or in the
right of such

            corporation), by reason of the fact that such person
is or was an

            officer or director of such corporation, or is or
was serving at

            the request of such corporation as a director,
officer, employee

            or agent of another corporation or enterprise.  The
indemnity may

            include expenses (including attorney fees),
judgments, fines and

            amounts paid in settlement actually and reasonably
incurred by

            such person in connection with such action, suit or
proceeding,

            provided that such officer or director acted in good
faith and in



                                       -2-

<PAGE>

            a manner he reasonably believed to be in or not
opposed to the

            corporation's best interests and, for criminal
proceedings, had no

            reasonable cause to believe his conduct was illegal.
A Delaware

            corporation may indemnify officers and directors in
an action by

            or in the right of the corporation under the same
conditions,

            except that no indemnification is permitted without
judicial

            approval if the officer or director is adjudged to
be liable to

            the corporation in the performance of his duty. 
Where an officer

            or director is successful on the merits or otherwise
in the

            defense of any action referred to above, the
corporation must

            indemnify him against expenses that such officer or
director

            actually and reasonably incurred.



            In accordance with Delaware Law, Article Eighth of
the Company's

            Restated Certificate of Incorporation contains a
provision

            limiting the personal liability of the Company's
directors for

            violations of their fiduciary duty.  Such provision
states that no

            director of the Company will be personally liable to
the Company

            or its stockholders for monetary damages for breach
of fiduciary

            duty as director except for liability (i) for any
breach of the

            director's duty of loyalty to the Company or its
stockholders,

            (ii) for acts or omissions not in good faith or that
involve

            intentional misconduct or knowing violation of law,
(iii) for a

            violation of Section 174 of the Delaware Law or (iv)
for a

            transaction from which the director derived an
improper personal

            benefit.



            Article Seventh of the Company's Restated
Certificate of

            Incorporation and Article VII of the Company's
By-Laws provide for

            indemnification of the Company's officers and
directors to the

            fullest extent permitted by applicable law.



            The Company maintains insurance policies that insure
the Company's

            directors and officers against certain liabilities
which might be

            incurred by reason of their positions as directors
and officers.



Item 7      Exemption from Registration Claimed



            Not applicable.



Item 8      Exhibits



            (4)(a)  Amended and Restated Certificate of
Incorporation of the

                    Company (reference is made to Exhibit (3.1)
of the

                    Company's Form S-1 Registration Statement,
which exhibit

                    is incorporated herein by reference).



                                       -3-



<PAGE>

            (4)(b)  Credit Agreement dated as of July 6, 1995
between the

                    Company as Borrower and National City Bank
as Agent for

                    certain Banks and the associated guarantee
of Mooney

                    Chemicals, Inc. (reference is made to
Exhibit (4.2) of the

                    Company's Form 10-K, which Exhibit is
incorporated herein

                    by reference).



            (4)(c)  Note Purchase Agreement dated as of August
30, 1995

                    between the Company and The Mutual Life
Insurance Company

                    of New York, Nationwide Life Insurance
Company and

                    Great-West Life and Annuity Insurance
Company,

                    respectively, and the associated guaranty of

                    Mooney Chemicals, Inc. (reference is made to
Exhibit

                    (10.40) of the Company's Form 10-K, which
Exhibit is

                    incorporated herein by reference).



            (5)     Opinion of Squire, Sanders & Dempsey as to
the legality of

                    the securities registered.



            (15)    Letter from Ernst & Young LLP regarding
unaudited interim

                    financial information.



            (23)(a) Consent of Ernst & Young LLP.



            (23)(b) Consent of Squire, Sanders & Dempsey
(contained as opinion

                    filed as Exhibit (5)).



            (24)    Powers of Attorney.



            (99)    Non-Employee Directors' Equity Compensation
Plan (the

                    "Plan") (reference is hereby made to Exhibit
10.37 of the

                    Company's Form 10-K for the fiscal year
ending December

                    31, 1995, which Exhibit is incorporated
herein by

                    reference).



Item 9       Undertakings



             (a) The Company hereby undertakes:



                 (1) To file, during any period in which offers
and sales are

                     being made, a post-effective amendment to
this

                     registration statement to include any
material

                     information with respect to the plan of
distribution not

                     previously disclosed in this registration
statement or

                     any material change to such information in
this

                     registration statement;



                                       -4-



<PAGE>



                 (2) That, for the purpose of determining any
liability under

                     the Securities Act of 1933 (the "Act"),
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; and



                 (3) To remove from registration by means of a
post effective

                     amendment any of the securities being
registered that

                     remain unsold at the termination of the
offering.



             (b)  The Company hereby undertakes that, for
purposes of

                  determining any liability under the Act, each
filing of its

                  annual report pursuant to section 13(a) or
section 15(d) of

                  the Exchange Act that is incorporated by
reference in this

                  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

                  Act may be permitted to directors, officers
and controlling

                  persons of the Company, the Company has been
advised that in

                  the opinion of the Securities and 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 Company of expenses
incurred or paid

                  by a director, officer or controlling person
of the Company

                  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

                  Company 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.



             (d)  The Company hereby undertakes that it had
submitted the Plan

                  and any amendment thereto to the Internal
Revenue Service

                  ("IRS") in a timely manner and has made all
changes required

                  by the IRS in order to qualify the Plan.



                                      -5-



<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 of the

requirements for filing 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 the
third day of

July, 1996.



                             OM GROUP, INC.



                             / s / James P. Mooney

                             ---------------------------- 

                             James P. Mooney

                             Chairman of the Board and Chief
Executive Officer



Pursuant to the requirements of the Securities Act of 1933, this
registration

statement has been signed by the following persons in the
capacities and on

the dates indicated.



Signature                Title                                  
Date

- ---------                -----                                
- -----



 / s / James P. Mooney   Chairman of the Board, Chief Executive
July 3, 1996

- -----------------------  Officer and Director

James P. Mooney



/ s / James M. Materna   Chief Financial Officer                
July 3, 1996

- -----------------------

James M. Materna



/ s / Eugene Bak         Director                               
July 3, 1996

- -----------------------

Eugene Bak



/ s / Lee R. Brodeur     Director                               
July 3, 1996

- -----------------------

Lee R. Brodeur



/ s / William M. LeSuer  Director                               
July 3, 1996

- -----------------------

William M. LeSuer



/ s / Thomas R. Miklich  Director                               
July 3, 1996

- -----------------------

Thomas R. Miklich



/ s / John E. Mooney     Director                               
July 3, 1996

- -----------------------

John E. Mooney



/ s / Markku Toivanen    Director                               
July 3, 1996

- -------------------------

Markku Toivanen



                                    -6-

<PAGE>

                                 Exhibit Index









                                                                
Page in

                                                                
Registration

                                                                
Statement

                                                                
- ------------





(4)(a)*   Amendment and Restated Certificate of Incorporation

          of the Company.



(4)(b)*   Amended and Restated By-Laws of the Company.



(4)(c)*   Form of Common Stock Certificate.



(4)(d)*   Credit Agreement dated as of December 17, 1991 among

          the Company as Borrower and National City Bank as Agent

          for certain Banks and the associated guarantee of

          Mooney Chemicals, Inc.



(4)(e)*   Note Purchase Agreement dated as of August 30, 1995

          between the Company and The Mutual Life Insurance

          Company of New York, Nationwide Life Insurance Company

          and Great-West Life and Annuity Insurance Company,

          respectively, and the associated guaranty of Mooney

          Chemicals, Inc.



(5)       Opinion of Squire, Sanders & Dempsey as to the
legality      8

          of the securities registered.



(15)      Letter from Ernst & Young LLP regarding unaudited     
      9

          interim financial information.



(23)(a)   Consent of Ernst & Young LLP.                         
     10



(23)(b)   Consent of Squire, Sanders & Dempsey (contained in    
      8

          Exhibit 5).



(24)      Powers of Attorney.                                   
     11



(99)      Non-Employee Directors' Equity Compensation Plan*.





 *  Incorporated herein by reference;  see Item 8





                                    -7-



<PAGE>

                                                                
Exhibit (5)







July 3, 1996





OM Group, Inc.

3800 Terminal Tower

Cleveland, Ohio  44113-2204



Re:  Registration Statement on Form S-8



Gentlemen:



Reference is made to your Registration Statement on Form S-8
filed with

Securities and Exchange Commission on July 3, 1996 with respect
to 250,000

shares of common stock, $.01 par value ("Common Stock"), of OM
Group, Inc. to

be offered pursuant to OM Group, Inc. Non-Employee Directors'
Equity

Compensation Plan (the "Plan").  We are familiar with the Plan,
and we have

examined such documents and certificates and considered such
matters of law as

we deemed necessary for the purpose of this opinion.



Based upon the foregoing, we are of the opinion that the Common
Stock to be

offered pursuant to the Plan, when issued in accordance with the
provisions of

the Plan, will be validly issued, fully paid and nonassessable.



We hereby consent to the filing of this opinion as an exhibit to
the

Registration Statement.





                                               Respectfully
submitted,





                                               / s / Squire,
Sanders & Dempsey                                              
- --------------------------------



                                     -8-



<PAGE>

                                                                
Exhibit (15)









                         Acknowledgment of Independent
Accountants







Stockholders and Board of Directors

OM Group, Inc.



We are aware of the incorporation by reference in the
Registration statement

(Form S-8) pertaining to the OM Group, Inc. Non-Employee
Directors' Equity Compensation Plan for the registration of
250,000 shares of its common stock

of our report dated May 9, 1996, relating to the unaudited
condensed

consolidated interim financial statements of OM Group, Inc.
which is included

in its Form 10-Q for the quarter ended March 31, 1996.



Pursuant to Rule 436(c) under the Securities Act of 1933 our
report is not

part of the registration statement prepared or certified by
accountants within

the meaning of Section 7 or 11 of the Securities Act of 1933.











                                                       / s /
Ernst & Young LLP

                                                     
- ------------------------







Cleveland, Ohio

June 28, 1996



                                     -9-



<PAGE>

Exhibit (23)(a) - Consent of Ernst & Young LLP









We consent to the incorporation by reference in the Registration
Statement

(Form S-8) pertaining to the OM Group, Inc. Non-Employee
Directors' Equity

Compensation Plan for the registration of 250,000 shares of
common stock of

our report dated January 30, 1996, with respect to the
consolidated financial

statements of OM Group, Inc. included in its Annual Report (Form
10-K) for the

year ended December 31, 1995, as filed with the Securities and
Exchange

Commission.









                                                      / s /
Ernst & Young, LLP                                              
        ------------------------





Cleveland, Ohio

June 28, 1996





                                       -10-



<PAGE>

                                                                
Exhibit (24)





                                OMG Americas, Inc.

                         Employees' Profit-Sharing Plan



                             Registration Statement



                       Power of Attorney and Directors





The undersigned, a director or officer of the OM Group, Inc., a
Delaware

corporation (the "Company"), which anticipates filing with the
Securities and

Exchange Commission (the "Commission") under the provisions of
the Securities

Act of 1933 (the "Act") a Registration Statement on Form S-8
(together with

any and all subsequent amendments, including post-effective
amendments, the

"Registration Statement") for purposes of registering 250,000
shares of Common

Stock with $.01 par value of the Company, to be offered pursuant
to the OM

Group, Inc. Non-Employee Directors' Equity Compensation Plan,
does hereby

constitute and appoint James P. Mooney, James M. Materna or
Michael J. Scott

and any one of them with full power of substitution and
resubstitution, as

attorney or attorneys to execute and file on behalf of the
undersigned, in his

capacity as a director or officer of the Company, the
Registration Statement

and any and all applications or other documents to be filed with
the

Commission pertaining to the Registration Statement or
registration

contemplated thereby, with full power and authority to do and
perform any and

all acts and things whatsoever required or necessary to be done
in the

premises, as fully as to all intents and purposes as he could do
if personally

present, hereby ratifying and approving the acts of said
attorneys and any of

them in any such substitution.



Executed at Naples, Florida, this 6th day of February, 1996.





                                                    /s/ James P.
Mooney

                                                 
- ----------------------



                                                    /s/ Eugene
Bak

                                                 
- ----------------------



                                                    /s/ Lee R.
Brodeur

                                                 
- ----------------------



                                                    /s/ William
M. LeSuer

                                                 
- ----------------------



                                                    /s/ Thomas
R. Miklich

                                                 
- ----------------------



                                                    /s/ John E.
Mooney

                                                 
- ----------------------



                                                    /s/ Markku
Toivanen

                                                 
- ----------------------





                                      -11-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23564}]
{"company-data": {"conformed-name": "OM GROUP INC", "cik": "0000899723", "assigned-sic": "2870", "irs-number": "521736882", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07531", "film-number": "96590904"}, "business-address": {"street1": "3800 TERMINAL TOWER", "street2": "3800 TERMINAL TOWER", "city": "CLEVELAND", "state": "OH", "zip": "44113-2204", "phone": "2167810083"}, "mail-address": {"street1": "3900 TERMINAL TOWER", "city": "CLEVELAND", "state": "OH", "zip": "44113"}}
As filed with the Securities and Exchange Commission on
July 3, 1996

        

                                            Registration No. 33
- - ____________

                                   FORM S-8

                     SECURITIES AND EXCHANGE COMMISSION

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

                                 OM GROUP, INC.

          (exact name of registrant as specified in its charter)

          Delaware                                     
52-1736882

(State or other jurisdiction of                    (I.R.S.,
Employer

incorporation or organization)                   Identification
Number)

           3800 Terminal Tower

            Cleveland, Ohio                            
44113-2204

(Address of principal executive offices)                (Zip
code)

                                   OM GROUP, INC.

               Non-Employee Directors' Equity Compensation Plan

                             (Full title of the plan)

                                Michael J. Scott

                                    Secretary

                              3800 Terminal Tower

                          Cleveland, Ohio  44113-2204

                      (Name and address of agent for service)

                                 (216)781-0083

         (Telephone number, including area code, of agent for
service)

                        Calculation of Registration Fee

- -----------------------------------------------------------------
- -----------

|   Title of    |   Amount   |    Proposed   |     Maximum    |
Amount of   |

|   Securities  |    to be   |    Maximum    |    Aggregate   |
Registration|

|     to be     | Registered |Offering Price |    Offering    | 
Fee (2)    |

|   Registered  |	           | Per Share (1) |    Price (1)   | 
           |

- -----------------------------------------------------------------
- -----------|

| Common Stock  | 250,000    |    $38 3/4    | $9,687,500.00  |
$3,340.00   |

|$.01 par value |            |               |                | 
           |

- -----------------------------------------------------------------
- -----------

(1) Based on the average high and low prices of securities of
the same class

    on the NASDAQ Stock Market on June 28, 1996.

(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933.

                                      -1-
Part II     Information Required In The Registration Statement

Item 3      Incorporation of Documents by Reference

            OM Group, Inc. (the "Company") incorporates by
reference into

            this registration statement the following documents:

            a) The Company's Annual Report on Form 10-K for the
year ended

               December 31, 1995.

            b) The Company's Quarterly Report on Form 10-Q for
the period

               ended March 31, 1996.

            c) The description of the Company's Common Stock,
$.01 par value,

               contained in the Company's Form S-1 Registration
Statement

               (Registration No. 33-60444) which became
effective on October

               12, 1993 (the "Form S-1 Registration Statement").

            All documents subsequently filed by the Company
pursuant to

            Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act

            of 1934 (the "Exchange Act"), prior to the filing of
a post-

            effective amendment that indicates all securities
offered have

            been sold, or that deregisters all securities then
remaining

            unsold, shall be deemed to be incorporated by
reference in this

            registration statement and to be 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

            Not applicable.

Item 6      Indemnification of Directors and Officers

            Section 145 of the General Corporation Law of the
State of

            Delaware ("Delaware Law") empowers a Delaware
corporation to

            indemnify any persons who are, or are threatened to
be made,

            parties to any threatened, pending or completed
legal action, suit

            or proceeding, whether civil, criminal,
administrative or

            investigative (other than an action by or in the
right of such

            corporation), by reason of the fact that such person
is or was an

            officer or director of such corporation, or is or
was serving at

            the request of such corporation as a director,
officer, employee

            or agent of another corporation or enterprise.  The
indemnity may

            include expenses (including attorney fees),
judgments, fines and

            amounts paid in settlement actually and reasonably
incurred by

            such person in connection with such action, suit or
proceeding,

            provided that such officer or director acted in good
faith and in

                                       -2-
a manner he reasonably believed to be in or not
opposed to the

            corporation's best interests and, for criminal
proceedings, had no

            reasonable cause to believe his conduct was illegal.
A Delaware

            corporation may indemnify officers and directors in
an action by

            or in the right of the corporation under the same
conditions,

            except that no indemnification is permitted without
judicial

            approval if the officer or director is adjudged to
be liable to

            the corporation in the performance of his duty. 
Where an officer

            or director is successful on the merits or otherwise
in the

            defense of any action referred to above, the
corporation must

            indemnify him against expenses that such officer or
director

            actually and reasonably incurred.

            In accordance with Delaware Law, Article Eighth of
the Company's

            Restated Certificate of Incorporation contains a
provision

            limiting the personal liability of the Company's
directors for

            violations of their fiduciary duty.  Such provision
states that no

            director of the Company will be personally liable to
the Company

            or its stockholders for monetary damages for breach
of fiduciary

            duty as director except for liability (i) for any
breach of the

            director's duty of loyalty to the Company or its
stockholders,

            (ii) for acts or omissions not in good faith or that
involve

            intentional misconduct or knowing violation of law,
(iii) for a

            violation of Section 174 of the Delaware Law or (iv)
for a

            transaction from which the director derived an
improper personal

            benefit.

            Article Seventh of the Company's Restated
Certificate of

            Incorporation and Article VII of the Company's
By-Laws provide for

            indemnification of the Company's officers and
directors to the

            fullest extent permitted by applicable law.

            The Company maintains insurance policies that insure
the Company's

            directors and officers against certain liabilities
which might be

            incurred by reason of their positions as directors
and officers.

Item 7      Exemption from Registration Claimed

            Not applicable.

Item 8      Exhibits

            (4)(a)  Amended and Restated Certificate of
Incorporation of the

                    Company (reference is made to Exhibit (3.1)
of the

                    Company's Form S-1 Registration Statement,
which exhibit

                    is incorporated herein by reference).

                                       -3-
(4)(b)  Credit Agreement dated as of July 6, 1995
between the

                    Company as Borrower and National City Bank
as Agent for

                    certain Banks and the associated guarantee
of Mooney

                    Chemicals, Inc. (reference is made to
Exhibit (4.2) of the

                    Company's Form 10-K, which Exhibit is
incorporated herein

                    by reference).

            (4)(c)  Note Purchase Agreement dated as of August
30, 1995

                    between the Company and The Mutual Life
Insurance Company

                    of New York, Nationwide Life Insurance
Company and

                    Great-West Life and Annuity Insurance
Company,

                    respectively, and the associated guaranty of

                    Mooney Chemicals, Inc. (reference is made to
Exhibit

                    (10.40) of the Company's Form 10-K, which
Exhibit is

                    incorporated herein by reference).

            (5)     Opinion of Squire, Sanders & Dempsey as to
the legality of

                    the securities registered.

            (15)    Letter from Ernst & Young LLP regarding
unaudited interim

                    financial information.

            (23)(a) Consent of Ernst & Young LLP.

            (23)(b) Consent of Squire, Sanders & Dempsey
(contained as opinion

                    filed as Exhibit (5)).

            (24)    Powers of Attorney.

            (99)    Non-Employee Directors' Equity Compensation
Plan (the

                    "Plan") (reference is hereby made to Exhibit
10.37 of the

                    Company's Form 10-K for the fiscal year
ending December

                    31, 1995, which Exhibit is incorporated
herein by

                    reference).

Item 9       Undertakings

             (a) The Company hereby undertakes:

                 (1) To file, during any period in which offers
and sales are

                     being made, a post-effective amendment to
this

                     registration statement to include any
material

                     information with respect to the plan of
distribution not

                     previously disclosed in this registration
statement or

                     any material change to such information in
this

                     registration statement;

                                       -4-
(2) That, for the purpose of determining any
liability under

                     the Securities Act of 1933 (the "Act"),
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; and

                 (3) To remove from registration by means of a
post effective

                     amendment any of the securities being
registered that

                     remain unsold at the termination of the
offering.

             (b)  The Company hereby undertakes that, for
purposes of

                  determining any liability under the Act, each
filing of its

                  annual report pursuant to section 13(a) or
section 15(d) of

                  the Exchange Act that is incorporated by
reference in this

                  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

                  Act may be permitted to directors, officers
and controlling

                  persons of the Company, the Company has been
advised that in

                  the opinion of the Securities and 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 Company of expenses
incurred or paid

                  by a director, officer or controlling person
of the Company

                  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

                  Company 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.

             (d)  The Company hereby undertakes that it had
submitted the Plan

                  and any amendment thereto to the Internal
Revenue Service

                  ("IRS") in a timely manner and has made all
changes required

                  by the IRS in order to qualify the Plan.

                                      -5-
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 of the

requirements for filing 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 the
third day of

July, 1996.

                             OM GROUP, INC.

                             / s / James P. Mooney

                             ---------------------------- 

                             James P. Mooney

                             Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration

statement has been signed by the following persons in the
capacities and on

the dates indicated.

Signature                Title                                  
Date

- ---------                -----                                
- -----

 / s / James P. Mooney   Chairman of the Board, Chief Executive
July 3, 1996

- -----------------------  Officer and Director

James P. Mooney

/ s / James M. Materna   Chief Financial Officer                
July 3, 1996

- -----------------------

James M. Materna

/ s / Eugene Bak         Director                               
July 3, 1996

- -----------------------

Eugene Bak

/ s / Lee R. Brodeur     Director                               
July 3, 1996

- -----------------------

Lee R. Brodeur

/ s / William M. LeSuer  Director                               
July 3, 1996

- -----------------------

William M. LeSuer

/ s / Thomas R. Miklich  Director                               
July 3, 1996

- -----------------------

Thomas R. Miklich

/ s / John E. Mooney     Director                               
July 3, 1996

- -----------------------

John E. Mooney

/ s / Markku Toivanen    Director                               
July 3, 1996

- -------------------------

Markku Toivanen

                                    -6-
Exhibit Index

                                                                
Page in

                                                                
Registration

                                                                
Statement

                                                                
- ------------

(4)(a)*   Amendment and Restated Certificate of Incorporation

          of the Company.

(4)(b)*   Amended and Restated By-Laws of the Company.

(4)(c)*   Form of Common Stock Certificate.

(4)(d)*   Credit Agreement dated as of December 17, 1991 among

          the Company as Borrower and National City Bank as Agent

          for certain Banks and the associated guarantee of

          Mooney Chemicals, Inc.

(4)(e)*   Note Purchase Agreement dated as of August 30, 1995

          between the Company and The Mutual Life Insurance

          Company of New York, Nationwide Life Insurance Company

          and Great-West Life and Annuity Insurance Company,

          respectively, and the associated guaranty of Mooney

          Chemicals, Inc.

(5)       Opinion of Squire, Sanders & Dempsey as to the
legality      8

          of the securities registered.

(15)      Letter from Ernst & Young LLP regarding unaudited     
      9

          interim financial information.

(23)(a)   Consent of Ernst & Young LLP.                         
     10

(23)(b)   Consent of Squire, Sanders & Dempsey (contained in    
      8

          Exhibit 5).

(24)      Powers of Attorney.                                   
     11

(99)      Non-Employee Directors' Equity Compensation Plan*.

 *  Incorporated herein by reference;  see Item 8

                                    -7-
Exhibit (5)

July 3, 1996

OM Group, Inc.

3800 Terminal Tower

Cleveland, Ohio  44113-2204

Re:  Registration Statement on Form S-8

Gentlemen:

Reference is made to your Registration Statement on Form S-8
filed with

Securities and Exchange Commission on July 3, 1996 with respect
to 250,000

shares of common stock, $.01 par value ("Common Stock"), of OM
Group, Inc. to

be offered pursuant to OM Group, Inc. Non-Employee Directors'
Equity

Compensation Plan (the "Plan").  We are familiar with the Plan,
and we have

examined such documents and certificates and considered such
matters of law as

we deemed necessary for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that the Common
Stock to be

offered pursuant to the Plan, when issued in accordance with the
provisions of

the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to
the

Registration Statement.

                                               Respectfully
submitted,

                                               / s / Squire,
Sanders & Dempsey                                              
- --------------------------------

                                     -8-
Exhibit (15)

                         Acknowledgment of Independent
Accountants

Stockholders and Board of Directors

OM Group, Inc.

We are aware of the incorporation by reference in the
Registration statement

(Form S-8) pertaining to the OM Group, Inc. Non-Employee
Directors' Equity Compensation Plan for the registration of
250,000 shares of its common stock

of our report dated May 9, 1996, relating to the unaudited
condensed

consolidated interim financial statements of OM Group, Inc.
which is included

in its Form 10-Q for the quarter ended March 31, 1996.

Pursuant to Rule 436(c) under the Securities Act of 1933 our
report is not

part of the registration statement prepared or certified by
accountants within

the meaning of Section 7 or 11 of the Securities Act of 1933.

                                                       / s /
Ernst & Young LLP

                                                     
- ------------------------

Cleveland, Ohio

June 28, 1996

                                     -9-
Exhibit (23)(a) - Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration
Statement

(Form S-8) pertaining to the OM Group, Inc. Non-Employee
Directors' Equity

Compensation Plan for the registration of 250,000 shares of
common stock of

our report dated January 30, 1996, with respect to the
consolidated financial

statements of OM Group, Inc. included in its Annual Report (Form
10-K) for the

year ended December 31, 1995, as filed with the Securities and
Exchange

Commission.

                                                      / s /
Ernst & Young, LLP                                              
        ------------------------

Cleveland, Ohio

June 28, 1996

                                       -10-
Exhibit (24)

                                OMG Americas, Inc.

                         Employees' Profit-Sharing Plan

                             Registration Statement

                       Power of Attorney and Directors

The undersigned, a director or officer of the OM Group, Inc., a
Delaware

corporation (the "Company"), which anticipates filing with the
Securities and

Exchange Commission (the "Commission") under the provisions of
the Securities

Act of 1933 (the "Act") a Registration Statement on Form S-8
(together with

any and all subsequent amendments, including post-effective
amendments, the

"Registration Statement") for purposes of registering 250,000
shares of Common

Stock with $.01 par value of the Company, to be offered pursuant
to the OM

Group, Inc. Non-Employee Directors' Equity Compensation Plan,
does hereby

constitute and appoint James P. Mooney, James M. Materna or
Michael J. Scott

and any one of them with full power of substitution and
resubstitution, as

attorney or attorneys to execute and file on behalf of the
undersigned, in his

capacity as a director or officer of the Company, the
Registration Statement

and any and all applications or other documents to be filed with
the

Commission pertaining to the Registration Statement or
registration

contemplated thereby, with full power and authority to do and
perform any and

all acts and things whatsoever required or necessary to be done
in the

premises, as fully as to all intents and purposes as he could do
if personally

present, hereby ratifying and approving the acts of said
attorneys and any of

them in any such substitution.

Executed at Naples, Florida, this 6th day of February, 1996.

                                                    /s/ James P.
Mooney

                                                 
- ----------------------

                                                    /s/ Eugene
Bak

                                                 
- ----------------------

                                                    /s/ Lee R.
Brodeur

                                                 
- ----------------------

                                                    /s/ William
M. LeSuer

                                                 
- ----------------------

                                                    /s/ Thomas
R. Miklich

                                                 
- ----------------------

                                                    /s/ John E.
Mooney

                                                 
- ----------------------

                                                    /s/ Markku
Toivanen

                                                 
- ----------------------

                                      -11-