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 incorporation or         (I.R.S. Employer
               organization)                           Identification No.)

                          SHREWSBURY EXECUTIVE CENTER,
               1040 BROAD STREET, SUITE 302, SHREWSBURY, NJ 07702
               --------------------------------------------------
          (Address of principal executive offices, including zip code)

          WELLMAN, INC. DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN
          -------------------------------------------------------------
                              (Full title of plan)

                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078
 ------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  973-376-7700
 ------------------------------------------------------------------------------
           (Telephone number including area code of agent for service)


                         Calculation of Registration Fee
--------------------------------------------------------------------------------

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


<S>                     <C>               <C>                 <C>                   <C> 
Common Stock,           1,000,000 shares  $21.25              $21,250,000            $6,268.75
$.001 par value (2)(3)

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

</TABLE>
(1)  This  calculation is made solely for the purpose of determining  the amount
     of the  Registration  Fee and is based  upon a price of $21.25  per  share,
     which was the closing price of the Company's Common Stock reported on March
     10, 1998.

(2)  Includes rights which automatically trade with the Common Stock.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.



<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,  filed  pursuant to the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act").

     (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 report 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 and 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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  the
person's 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 the person 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 the
person's conduct was unlawful.

     (b) A corporation  shall have power to 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  the  person  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
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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 indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  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,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person 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 present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination shall be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (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) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
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  such  person  is not  entitled  to be  indemnified  by the
corporation as authorized in this section.  Such expenses (including  attorneys'
fees)  incurred by former  directors and officers or other  employees and agents
may be so paid upon such terms and conditions,  if any, as the corporation 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  such  person's
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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person 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  such  person  would  have  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 such person
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 to 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 with or  furnished to the
Commission  by the  Registrant  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  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
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.


<PAGE>

                                   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 March 10, 1998.

                                  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 March 10, 1998.

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

/s/ James B. Baker                            Director
----------------------------
James B. Baker

                                              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

/s/ Jonathan M. Nelson                        Director
-----------------------------
Jonathan M. Nelson
<PAGE>


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

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

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


<PAGE>


THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
administrator  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 March 10, 1998.


                             DEFERRED COMPENSATION AND RESTRICTED
                                STOCK PLAN

                             By Compensation Committee of the Board of Directors



                             By /s/ JAMES E. ROGERS
                               -------------------------------------------------
                                    James E. Rogers, Chairperson
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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 incorporation or         (I.R.S. Employer
               organization)                           Identification No.)

                          SHREWSBURY EXECUTIVE CENTER,
               1040 BROAD STREET, SUITE 302, SHREWSBURY, NJ 07702
               --------------------------------------------------
          (Address of principal executive offices, including zip code)

          WELLMAN, INC. DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN
          -------------------------------------------------------------
                              (Full title of plan)

                             Christine M. Marx, Esq.
                                Edwards & Angell
                           150 John F. Kennedy Parkway
                              Short Hills, NJ 07078
 ------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                  973-376-7700
 ------------------------------------------------------------------------------
           (Telephone number including area code of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
Proposed Maximum   Proposed Maximum 
Title of Securities      Amount to be     Offering Price     Aggregate              Amount of
to be Registered         Registered       Per Share(1)       Offering Price (1)     Registration Fee
-----------------------------------------------------------------------------------------------------------
Common Stock,           1,000,000 shares  $21.25              $21,250,000            $6,268.75
$.001 par value (2)(3)

-----------------------------------------------------------------------------------------------------------
(1)  This  calculation is made solely for the purpose of determining  the amount
     of the  Registration  Fee and is based  upon a price of $21.25  per  share,
     which was the closing price of the Company's Common Stock reported on March
     10, 1998.

(2)  Includes rights which automatically trade with the Common Stock.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
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,  filed  pursuant to the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act").

     (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 report 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 and 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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  the
person's 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 the person 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 the
person's conduct was unlawful.

     (b) A corporation  shall have power to 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  the  person  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
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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 indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  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,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person 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 present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  person has met the  applicable  standard  of conduct  set forth in
subsections (a) and (b) of this section.  Such determination shall be made, with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (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) by a
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
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  such  person  is not  entitled  to be  indemnified  by the
corporation as authorized in this section.  Such expenses (including  attorneys'
fees)  incurred by former  directors and officers or other  employees and agents
may be so paid upon such terms and conditions,  if any, as the corporation 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  such  person's
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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person 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  such  person  would  have  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 such person
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 to 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 with or  furnished to the
Commission  by the  Registrant  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  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
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 March 10, 1998.

                                  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 March 10, 1998.

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

/s/ James B. Baker                            Director
----------------------------
James B. Baker

                                              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

/s/ Jonathan M. Nelson                        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
THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
administrator  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 March 10, 1998.

                             DEFERRED COMPENSATION AND RESTRICTED
                                STOCK PLAN

                             By Compensation Committee of the Board of Directors

                             By /s/ JAMES E. ROGERS
                               -------------------------------------------------
                                    James E. Rogers, Chairperson