SECURITIES AND EXCHANGE COMMISSION
                              
                             WASHINGTON, D.C. 20459

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

              Delaware                               04-1671740
------------------------------------       -------------------------------------
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

 Shrewsbury Executive Center, 1040 Broad Street, Suite 302, Shrewsbury, NJ 07702
 -------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                      WELLMAN, INC. 1997 STOCK OPTION PLAN
                      ------------------------------------
                              (Full title of plan)

                                Keith R. Phillips
                   Vice President and Chief Financial Officer
                                  Wellman, Inc.
                           Shrewsbury Executive Center
                          1040 Broad Street, Suite 302
                              Shrewsbury, NJ 07702
          -------------------------------------------------------------
                     (Name and address of agent for service)

                                  908-542-7300
         --------------------------------------------------------------
           (Telephone number including area code of agent for service)

                                 With a copy to:
                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------
                                           Proposed Maximum     Proposed Maximum       Amount of
Title of Securities      Amount to be      Offering Price       Aggregate Offering     Registration
to be Registered        Registered         Per Share (1)        Price (1)              Fee
-------------------     ------------       -----------------    ------------------     ----------------

<S>                     <C>                <C>                  <C>                    <C>       
Common Stock,           2,000,000 shares   $17.875              $35,750,000            $10,833.33
$.001 par value
--------------------------------------------------------------------------------------------------------

(1)    This calculation is made solely for the purpose of determining the amount
       of the  Registration  Fee and is based upon a price of $17.875 per share,
       which was the closing price of the Company's Common Stock reported on May
       30, 1997.

</TABLE>

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The documents containing  information  specified in Part I of Form S-8 will
be sent or given to  employees  participating  in the Plan as  specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1996,  which was filed pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange Act") on March 25, 1997;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (1) above.

     (3) The description of the shares of Common Stock incorporated by reference
in the  Company's  registration  statement  on Form 8-A filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination of this  offering,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently  filed documents which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Persons Named as Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE.  (a) A corporation  may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify for such expense which the Court of Chancery or such other court shall
deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have had with respect to such constituent corporation if
its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The Company's Restated Certificate of Incorporation and bylaws provide that
officers and  directors of the Company shall be  indemnified  to the full extent
permitted  under  subsections  (a)  through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
for (a)  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders;  (b)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a  knowing  violation  of law;  (c)  unlawful  stock
purchase or redemption;  or (d) any transaction  from which the director derived
an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Exhibit

5              Opinion of Edwards & Angell

23(a)          Consent of Ernst & Young LLP

23(b)          Consent of KPMG

23(c)          Consent of Edwards & Angell (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)

Item 9.  Undertakings

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;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change for such information in the registration statement;

     provided,  however that  paragraphs  (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  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
of the securities being registered which remain unsold at the termination of the
offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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
in the initial bona fide offering thereof.

     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  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Shrewsbury, State of New Jersey on June 2, 1997.

                                  WELLMAN, INC.


                                  By:/s/Thomas M. Duff
                                     -------------------------------------------
                                        Thomas M. Duff
                                        President

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes  and appoints the President and Chief  Executive  Officer and
Vice President and Chief Financial  Officer,  and any one of them, acting alone,
his or her true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution, for him or her and in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and  all  documents  (including  post-effective
amendments) and to file the same, with all exhibits  thereto,  and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or  any  of  them,  or  their,  his or her
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on June 2, 1997.

Signatures                                 Title


/s/ Thomas M. Duff                         President, Chief Executive
---------------------------                Officer and Director
    Thomas M. Duff    


/s/ Keith R. Phillips                      Vice President, Chief Financial
---------------------------                Officer, Treasurer
    Keith R. Phillips


/s/ Mark Rosenblum                         Vice President, Chief Accounting
---------------------------                Officer and Corporate Controller
    Mark Rosenblum

---------------------------                Director
    James B. Baker


/s/ C. William Beckwith                    Director
---------------------------
    C. William Beckwith


/s/ Clifford J. Christenson                Director
---------------------------
    Clifford J. Christenson


/s/ Peter H. Conze                         Director
---------------------------
    Peter H. Conze


/s/ Allan R. Dragone                       Director
---------------------------
    Allan R. Dragone


/s/ Richard F. Heitmiller                  Director
---------------------------
    Richard F. Heitmiller


---------------------------                Director
    Jonathan M. Nelson


/s/ James E. Rogers                        Director
---------------------------
    James E. Rogers


/s/Raymond C. Tower                        Director
---------------------------
   Raymond C. Tower


/s/ Roger A. Vandenberg                    Director
---------------------------
    Roger A. Vandenberg
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23400}]
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SECURITIES AND EXCHANGE COMMISSION
                              
                             WASHINGTON, D.C. 20459

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

              Delaware                               04-1671740
------------------------------------       -------------------------------------
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

 Shrewsbury Executive Center, 1040 Broad Street, Suite 302, Shrewsbury, NJ 07702
 -------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                      WELLMAN, INC. 1997 STOCK OPTION PLAN
                      ------------------------------------
                              (Full title of plan)

                                Keith R. Phillips
                   Vice President and Chief Financial Officer
                                  Wellman, Inc.
                           Shrewsbury Executive Center
                          1040 Broad Street, Suite 302
                              Shrewsbury, NJ 07702
          -------------------------------------------------------------
                     (Name and address of agent for service)

                                  908-542-7300
         --------------------------------------------------------------
           (Telephone number including area code of agent for service)

                                 With a copy to:
                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078

                         Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------
                                           Proposed Maximum     Proposed Maximum       Amount of
Title of Securities      Amount to be      Offering Price       Aggregate Offering     Registration
to be Registered        Registered         Per Share (1)        Price (1)              Fee
-------------------     ------------       -----------------    ------------------     ----------------
Common Stock,           2,000,000 shares   $17.875              $35,750,000            $10,833.33
$.001 par value
--------------------------------------------------------------------------------------------------------

(1)    This calculation is made solely for the purpose of determining the amount
       of the  Registration  Fee and is based upon a price of $17.875 per share,
       which was the closing price of the Company's Common Stock reported on May
       30, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing  information  specified in Part I of Form S-8 will
be sent or given to  employees  participating  in the Plan as  specified by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended (the  "Securities  Act").
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration  Statement  pursuant  to Item 3 of  Part  II of  this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     There are incorporated herein by reference the following documents:

     (1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1996,  which was filed pursuant to the  Securities  Exchange Act of
1934, as amended (the "Exchange Act") on March 25, 1997;

     (2) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to in (1) above.

     (3) The description of the shares of Common Stock incorporated by reference
in the  Company's  registration  statement  on Form 8-A filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description.

     All  documents  filed  by the  Company  subsequent  to  the  date  of  this
Registration  Statement  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the
Exchange Act prior to the  termination of this  offering,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of the  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently  filed documents which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Persons Named as Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General  Corporation Law, as amended,  provides
in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE.  (a) A corporation  may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify for such expense which the Court of Chancery or such other court shall
deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have had with respect to such constituent corporation if
its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The Company's Restated Certificate of Incorporation and bylaws provide that
officers and  directors of the Company shall be  indemnified  to the full extent
permitted  under  subsections  (a)  through (e) of Section 145 of Title 8 of the
Delaware General Corporation Law.

     The Restated  Certificate of  Incorporation  of the Company also contains a
provision  eliminating  the  liability  of a  director  to  the  Company  or its
stockholders  for breach of fiduciary  duty as a director,  other than liability
for (a)  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders;  (b)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a  knowing  violation  of law;  (c)  unlawful  stock
purchase or redemption;  or (d) any transaction  from which the director derived
an improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted  pursuant to the foregoing  provisions,  the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Exhibit

5              Opinion of Edwards & Angell

23(a)          Consent of Ernst & Young LLP

23(b)          Consent of KPMG

23(c)          Consent of Edwards & Angell (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)

Item 9.  Undertakings

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;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change for such information in the registration statement;

     provided,  however that  paragraphs  (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or Section  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
of the securities being registered which remain unsold at the termination of the
offering.

     The Registrant  hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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
in the initial bona fide offering thereof.

     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  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  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  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Shrewsbury, State of New Jersey on June 2, 1997.

                                  WELLMAN, INC.

                                  By:/s/Thomas M. Duff
                                     -------------------------------------------
                                        Thomas M. Duff
                                        President

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below  constitutes  and appoints the President and Chief  Executive  Officer and
Vice President and Chief Financial  Officer,  and any one of them, acting alone,
his or her true and  lawful  attorneys-in-fact  and  agents  with full  power of
substitution, for him or her and in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and  all  documents  (including  post-effective
amendments) and to file the same, with all exhibits  thereto,  and all documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents  or  any  of  them,  or  their,  his or her
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on June 2, 1997.

Signatures                                 Title

/s/ Thomas M. Duff                         President, Chief Executive
---------------------------                Officer and Director
    Thomas M. Duff    

/s/ Keith R. Phillips                      Vice President, Chief Financial
---------------------------                Officer, Treasurer
    Keith R. Phillips

/s/ Mark Rosenblum                         Vice President, Chief Accounting
---------------------------                Officer and Corporate Controller
    Mark Rosenblum

---------------------------                Director
    James B. Baker

/s/ C. William Beckwith                    Director
---------------------------
    C. William Beckwith

/s/ Clifford J. Christenson                Director
---------------------------
    Clifford J. Christenson

/s/ Peter H. Conze                         Director
---------------------------
    Peter H. Conze

/s/ Allan R. Dragone                       Director
---------------------------
    Allan R. Dragone

/s/ Richard F. Heitmiller                  Director
---------------------------
    Richard F. Heitmiller

---------------------------                Director
    Jonathan M. Nelson

/s/ James E. Rogers                        Director
---------------------------
    James E. Rogers

/s/Raymond C. Tower                        Director
---------------------------
   Raymond C. Tower

/s/ Roger A. Vandenberg                    Director
---------------------------
    Roger A. Vandenberg