##



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##                             -#-
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                          FORM S-8/S-3

    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.

         1040 Broad St., Suite 302, Shrewsbury, NJ       07702
 (Address of Principal Executive Offices)             (Zip Code)


           Wellman, Inc. 1985 Amended and Restated
                 Incentive Stock Option Plan
                    (Full title of the plan)

                        Thomas M. Duff
  Wellman, Inc., 1040 Broad Street, Shrewsbury, NJ  07702
            (Name and address of agent for service)

                          (201) 542-7300                        
 (Telephone number, including area code, of agent for service)

                        with a copy to:

              Christine M. Marx, Edwards & Angell
        2700 Hospital Trust Tower, Providence, RI  02903

              Calculation of Registration Fee
                                                                
                             Proposed  Proposed
Title of                     maximum   maximum
securities                   offering  aggregate    Amount of
to be          Amount to be  price per offering     registration
registered     registered    share*    price*       fee
                                                                

Common Stock,  1,500,000     $25.875   $38,812,500  $13,382.55
$.001 par      shares
value
                                                                

* Based on the average of the high and low prices of the 
Company's Common Stock reported on June 6, 1994.

Pursuant to Rule 429 of the rules and regulations of the 
Commission under the Securities Act of 1933, as amended, the 
Prospectus contained herein relates also to Registration 
Statement Nos. 33-17196 and 33-36001.

<PAGE>
Part I, Items 1-2; Part II, Items 6.

    This Registration Statement relates to 1,500,000 additional 
shares of Wellman, Inc. (the "Company") Common Stock that may 
be issued pursuant to the Wellman, Inc. Amended and Restated 
1985 Incentive Stock Option Plan (the "Plan") in accordance 
with the amendments to the Plan adopted by the Company's Board 
of Directors on February 24, 1994 and by the Company's 
stockholders on May 17, 1994.  The contents of the Company's 
Registration Statements on Form S-8/S-3 (Registration Nos. 
33-17196 and 33-36001) relating to the Plan are hereby 
incorporated by reference.

<PAGE>
PROSPECTUS


                         713,384 Shares

                         WELLMAN, INC.

                          Common Stock

                        $.001 Par Value

                                             


                          THE OFFERING

    This Prospectus relates to 713,384 shares of Common Stock, 
$.001 par value, of Wellman, Inc. (the "Company") purchased or 
which may be purchased by the executive officers of the Company 
(the "Selling Shareholders") pursuant to stock options granted 
pursuant to the Wellman, Inc. Amended and Restated 1985 
Incentive Stock Option Plan (the "Plan").  Specific information 
as to the Selling Shareholders may be found on pages 3 and 4 of 
this Prospectus.  The Company has been informed that said 
713,384 shares of Common Stock may be offered from time to time 
publicly by the Selling Shareholders through one or more 
transactions on the New York Stock Exchange or through one or 
more brokers.  The shares will be offered at prices prevailing 
at the time of sale.

    The Selling Shareholders and anyone effecting sales on 
behalf of the Selling Shareholders may be deemed to be 
"underwriters" within the meaning of the Securities Act of 
1933, as amended (the "Securities Act"), and commissions or 
discounts given may be regarded as underwriting commissions or 
discounts under said Act.

    The Company will not receive any of the proceeds from sales 
by the Selling Shareholders.
                                             

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
       BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
      THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
         OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                CONTRARY IS A CRIMINAL OFFENSE.
                                             


         The date of this Prospectus is June 10, 1994.


<PAGE>
                     AVAILABLE INFORMATION

    The Company is subject to the information requirements of 
the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith, files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Reports and other information concerning the 
Company can be inspected and copied at the public reference 
facilities maintained by the Commission at 450 5th Street, 
N.W., Room 1024, Washington, D.C. 20549 and at the Commission's 
Regional Offices in New York (Seven World Trade Center, Suite 
1300, New York, New York 10048) and Chicago (500 West Madison 
Street, Suite 1400, Chicago, Illinois 60661), and copies of 
such material can be obtained from the Public Reference Section 
of the Commission at 450 5th Street, N.W., Washington, D.C. 
20549, at prescribed rates.  This Prospectus does not contain 
all information set forth in the Registration Statement and 
Exhibits thereto which the Company has filed with the 
Commission under the Securities Act and to which reference is 
hereby made.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    There are incorporated herein by reference the following 
documents:

    1.   The Company's Annual Report on Form 10-K for the year 
ended December 31, 1993, as filed with the Commission pursuant 
to the Exchange Act.

    2.   The Company's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1994, as filed with the Commission 
pursuant to the Exchange Act.

    3.   The Company's Registration Statement on Form 8-A, as 
amended, which incorporated by reference the description of the 
Company's Common Stock contained in the Company's Registration 
Statement on Form S-1, filed with the Commission pursuant to 
the Securities Act.

    4.   All other documents filed by the Company pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
subsequent to the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters 
all securities then remaining unsold shall be deemed to be 
incorporated by reference into this Prospectus and such 
document shall be deemed to be a part hereof from the date of 
filing of such document.

    Any statement contained in this Prospectus or in a document 
incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of 
this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document 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 Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon request, a copy of any of the documents 
incorporated by reference herein, except for the exhibits to 
such documents.  Written requests should be mailed to 
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302, 
Shrewsbury, New Jersey 07702.  Telephone requests may be 
directed to Ms. Goodman at (908) 935-7312.

                      SELLING SHAREHOLDERS

    Set forth below is information as to the Selling 
Shareholders, the number of shares of Common Stock of the 
Company beneficially owned, the number which may be offered as 
set forth on the cover of this Prospectus (assuming certain 
options are exercised) and the number of shares to be owned 
after completion of the offering assuming all shares are sold.

                     Number of
                     Shares of
Name and             Common Stock     Number of         Shares to be
Position             Beneficially     Shares Which      Owned After
with Company         Owned (1)        May be Offered    Offering    

Thomas M. Duff           -0-             225,000             -0-
President and
Chief Executive
Officer

W. William Beckwith      -0-             115,000             -0-
Vice President

Clifford J.
Christensen            2,800             117,800             -0-
Executive Vice
President

Paul D. Apostol          -0-              70,000             -0-
Vice President

James P. Casey           -0-              75,000             -0-
Vice President

Richard Kattar           -0-              25,000             -0-
Vice President

Keith R. Phillips        -0-              15,000             -0-
Vice President,
Chief Financial
Office and
Treasurer

Mark J. Rosenblum        120              42,584             -0-
Vice President -
Controller

Ernest Taylor            -0-              28,000             -0-
Vice President

               
(1) Represents shares issued on or before the date hereof upon 
    exercise of options issued pursuant to the Plan.

The number of shares which each of the above persons, and any 
other persons with whom he is acting in concert for the purpose 
of selling the Company's shares, may sell in any three month 
period may not exceed 329,000 shares.

                         LEGAL MATTERS

    The validity of the shares of Common Stock offered hereby 
has been passed upon for the Company by Edwards & Angell, 
Providence, Rhode Island.  David K. Duffell, a partner of 
Edwards & Angell, is the Secretary of the Company.

                            EXPERTS

    The consolidated financial statements of Wellman, Inc. at 
December 31, 1993 and 1992 and for each of the three years in 
the period ended December 31, 1993 appearing in the Company's 
Annual Report on Form 10-K for the year ended December 31, 1993 
have been audited by Ernst & Young, independent auditors, as 
set forth in their report thereon appearing therein and 
incorporated herein by reference, which is based in part on the 
report of KPMG Stokes Kennedy Crowley, independent auditors.  
The consolidated financial statements referred to above are 
incorporated herein by reference in reliance upon such reports 
given upon the authority of such firms as experts in accounting 
and auditing.

<PAGE>
##
##
                            PART II

           INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 3.  Incorporation of Documents by Reference.

    There are incorporated herein by reference the following 
documents:

    1.   The Company's Annual Report on Form 10-K for the year 
         ended December 31, 1993, as filed with the Commission 
         pursuant to the Exchange Act.

    2.   The Company's Quarterly Report on Form 10-Q for the 
         quarter ended March 31, 1994, as filed with the 
         Commission pursuant to the Exchange Act.

    3.   The Company's Registration Statement on Form 8-A, as 
         amended, which incorporated by reference the 
         description of the Company's Common Stock contained in 
         the Company's Registration Statement on Form S-1, 
         filed with the Commission pursuant to the Securities 
         Act.

    4.   All other documents filed by the Company pursuant to 
         Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
         subsequent to the date of this Prospectus and prior to 
         the filing of a post-effective amendment which 
         indicates that all securities offered hereby have been 
         sold or which deregisters all securities then 
         remaining unsold shall be deemed to be incorporated by 
         reference into this Prospectus and such document shall 
         be deemed to be a part hereof from the date of filing 
         of such document.

Any statement contained in this Prospectus or in a document 
incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of 
this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document 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 Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon request, a copy of any of the documents 
incorporated by reference herein, except for the exhibits to 
such documents.  Written requests should be mailed to 
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302, 
Shrewsbury, New Jersey 07702.  Telephone requests may be 
directed to Ms. Goodman at (908) 935-7312.

Item 4.  Description of Securities.

    Not applicable

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 7.  Exemption of Registrant Claimed

    Not applicable

Item 8.  Exhibits.

    4     -   Wellman, Inc. Amended and Restated 1985 Incentive 
              Stock Option Plan

    5     -   Opinion of Edwards & Angell re: legality

    23(a) -   Consent of Ernst & Young

    23(b) -   Consent of KPMG Stokes Kennedy Crowley

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

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 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;

    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 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 undersigned Registrant hereby further 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 Exchange Act 
that is incorporated by reference in the Registration Statement 
shall be deemed to be a new Registration Statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    The undersigned Registrant hereby undertakes to deliver or 
cause to be delivered with this prospectus, to each person to 
whom this prospectus is sent or given, the latest annual report 
to securityholders that is incorporated by reference in the 
prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange 
Act; and, where interim financial information required to be 
presented by Article 3 of Regulation S-X is not set forth in 
the prospectus, to deliver, or cause to be delivered to each 
person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference 
in the prospectus to provide such interim financial information.

    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 Commission such 
indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in 
the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

                   SIGNATURES AND AMENDMENTS

    Each person whose signature appears below hereby authorizes 
the President or the Vice President-Chief Financial Officer of 
the Registrant, or any one of them, to execute in the name of 
each person, and to file, an amendment or amendments to this 
Registration Statement, which amendment may make such other 
changes in this Registration Statement as said officer or 
officers so acting deem(s) advisable.

                           SIGNATURES

    Registrant:  Pursuant to the requirements of the Securities 
Act of 1933, the Registrant certifies that it has reasonable 
grounds to believe that it meets all of the requirements for 
filing of Form S-8/S-3 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 10, 1994.

                                  WELLMAN, INC.


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


    Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following 
persons in the capacities indicated on June 10, 1994.

Signatures                        Title


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


/s/ Keith R. Phillips             Vice President, Chief
    Keith R. Phillips             Financial Officer and 
                                  Treasurer (Principal 
                                  Financial Officer)


/s/ Mark J. Rosenblum             Vice President-Controller
    Mark J. Rosenblum             (Principal Accounting Officer)


                                  Vice President and Director
    C. W. Beckwith


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


/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/ Roger A. Vandenberg           Director
    Roger A. Vandenberg


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


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

<PAGE>
                         EXHIBIT INDEX
                               TO
                        WELLMAN FORM S-8


Exhibit No.         Exhibit Description                    Page

 4            Wellman, Inc. Amended and Restated
              1985 Incentive Stock Option Plan

 5            Opinion of Edwards & Angell re: legality

23(a)         Consent of Ernst & Young

23(b)         Consent of KPMG Stokes Kennedy Crowley

23(c)         Consent of Edwards & Angell (included
              in Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20099}]
{"company-data": {"conformed-name": "WELLMAN INC", "cik": "0000812708", "assigned-sic": "2820", "irs-number": "041671740", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54077", "film-number": "94533800"}, "business-address": {"street1": "1040 BROAD ST STE 302", "city": "SHREWSBURY", "state": "NJ", "zip": "07702", "phone": "9085427300"}}
##

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                          FORM S-8/S-3

    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.

         1040 Broad St., Suite 302, Shrewsbury, NJ       07702
 (Address of Principal Executive Offices)             (Zip Code)

           Wellman, Inc. 1985 Amended and Restated
                 Incentive Stock Option Plan
                    (Full title of the plan)

                        Thomas M. Duff
  Wellman, Inc., 1040 Broad Street, Shrewsbury, NJ  07702
            (Name and address of agent for service)

                          (201) 542-7300                        
 (Telephone number, including area code, of agent for service)

                        with a copy to:

              Christine M. Marx, Edwards & Angell
        2700 Hospital Trust Tower, Providence, RI  02903

              Calculation of Registration Fee
                                                                
                             Proposed  Proposed
Title of                     maximum   maximum
securities                   offering  aggregate    Amount of
to be          Amount to be  price per offering     registration
registered     registered    share*    price*       fee
                                                                

Common Stock,  1,500,000     $25.875   $38,812,500  $13,382.55
$.001 par      shares
value
                                                                

* Based on the average of the high and low prices of the 
Company's Common Stock reported on June 6, 1994.

Pursuant to Rule 429 of the rules and regulations of the 
Commission under the Securities Act of 1933, as amended, the 
Prospectus contained herein relates also to Registration 
Statement Nos. 33-17196 and 33-36001.
Part I, Items 1-2; Part II, Items 6.

    This Registration Statement relates to 1,500,000 additional 
shares of Wellman, Inc. (the "Company") Common Stock that may 
be issued pursuant to the Wellman, Inc. Amended and Restated 
1985 Incentive Stock Option Plan (the "Plan") in accordance 
with the amendments to the Plan adopted by the Company's Board 
of Directors on February 24, 1994 and by the Company's 
stockholders on May 17, 1994.  The contents of the Company's 
Registration Statements on Form S-8/S-3 (Registration Nos. 
33-17196 and 33-36001) relating to the Plan are hereby 
incorporated by reference.
PROSPECTUS

                         713,384 Shares

                         WELLMAN, INC.

                          Common Stock

                        $.001 Par Value

                                             

                          THE OFFERING

    This Prospectus relates to 713,384 shares of Common Stock, 
$.001 par value, of Wellman, Inc. (the "Company") purchased or 
which may be purchased by the executive officers of the Company 
(the "Selling Shareholders") pursuant to stock options granted 
pursuant to the Wellman, Inc. Amended and Restated 1985 
Incentive Stock Option Plan (the "Plan").  Specific information 
as to the Selling Shareholders may be found on pages 3 and 4 of 
this Prospectus.  The Company has been informed that said 
713,384 shares of Common Stock may be offered from time to time 
publicly by the Selling Shareholders through one or more 
transactions on the New York Stock Exchange or through one or 
more brokers.  The shares will be offered at prices prevailing 
at the time of sale.

    The Selling Shareholders and anyone effecting sales on 
behalf of the Selling Shareholders may be deemed to be 
"underwriters" within the meaning of the Securities Act of 
1933, as amended (the "Securities Act"), and commissions or 
discounts given may be regarded as underwriting commissions or 
discounts under said Act.

    The Company will not receive any of the proceeds from sales 
by the Selling Shareholders.
                                             

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
       BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
      THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
         OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                CONTRARY IS A CRIMINAL OFFENSE.
                                             

         The date of this Prospectus is June 10, 1994.
AVAILABLE INFORMATION

    The Company is subject to the information requirements of 
the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), and in accordance therewith, files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Reports and other information concerning the 
Company can be inspected and copied at the public reference 
facilities maintained by the Commission at 450 5th Street, 
N.W., Room 1024, Washington, D.C. 20549 and at the Commission's 
Regional Offices in New York (Seven World Trade Center, Suite 
1300, New York, New York 10048) and Chicago (500 West Madison 
Street, Suite 1400, Chicago, Illinois 60661), and copies of 
such material can be obtained from the Public Reference Section 
of the Commission at 450 5th Street, N.W., Washington, D.C. 
20549, at prescribed rates.  This Prospectus does not contain 
all information set forth in the Registration Statement and 
Exhibits thereto which the Company has filed with the 
Commission under the Securities Act and to which reference is 
hereby made.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    There are incorporated herein by reference the following 
documents:

    1.   The Company's Annual Report on Form 10-K for the year 
ended December 31, 1993, as filed with the Commission pursuant 
to the Exchange Act.

    2.   The Company's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1994, as filed with the Commission 
pursuant to the Exchange Act.

    3.   The Company's Registration Statement on Form 8-A, as 
amended, which incorporated by reference the description of the 
Company's Common Stock contained in the Company's Registration 
Statement on Form S-1, filed with the Commission pursuant to 
the Securities Act.

    4.   All other documents filed by the Company pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
subsequent to the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters 
all securities then remaining unsold shall be deemed to be 
incorporated by reference into this Prospectus and such 
document shall be deemed to be a part hereof from the date of 
filing of such document.

    Any statement contained in this Prospectus or in a document 
incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of 
this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document 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 Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon request, a copy of any of the documents 
incorporated by reference herein, except for the exhibits to 
such documents.  Written requests should be mailed to 
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302, 
Shrewsbury, New Jersey 07702.  Telephone requests may be 
directed to Ms. Goodman at (908) 935-7312.

                      SELLING SHAREHOLDERS

    Set forth below is information as to the Selling 
Shareholders, the number of shares of Common Stock of the 
Company beneficially owned, the number which may be offered as 
set forth on the cover of this Prospectus (assuming certain 
options are exercised) and the number of shares to be owned 
after completion of the offering assuming all shares are sold.

                     Number of
                     Shares of
Name and             Common Stock     Number of         Shares to be
Position             Beneficially     Shares Which      Owned After
with Company         Owned (1)        May be Offered    Offering    

Thomas M. Duff           -0-             225,000             -0-
President and
Chief Executive
Officer

W. William Beckwith      -0-             115,000             -0-
Vice President

Clifford J.
Christensen            2,800             117,800             -0-
Executive Vice
President

Paul D. Apostol          -0-              70,000             -0-
Vice President

James P. Casey           -0-              75,000             -0-
Vice President

Richard Kattar           -0-              25,000             -0-
Vice President

Keith R. Phillips        -0-              15,000             -0-
Vice President,
Chief Financial
Office and
Treasurer

Mark J. Rosenblum        120              42,584             -0-
Vice President -
Controller

Ernest Taylor            -0-              28,000             -0-
Vice President

               
(1) Represents shares issued on or before the date hereof upon 
    exercise of options issued pursuant to the Plan.

The number of shares which each of the above persons, and any 
other persons with whom he is acting in concert for the purpose 
of selling the Company's shares, may sell in any three month 
period may not exceed 329,000 shares.

                         LEGAL MATTERS

    The validity of the shares of Common Stock offered hereby 
has been passed upon for the Company by Edwards & Angell, 
Providence, Rhode Island.  David K. Duffell, a partner of 
Edwards & Angell, is the Secretary of the Company.

                            EXPERTS

    The consolidated financial statements of Wellman, Inc. at 
December 31, 1993 and 1992 and for each of the three years in 
the period ended December 31, 1993 appearing in the Company's 
Annual Report on Form 10-K for the year ended December 31, 1993 
have been audited by Ernst & Young, independent auditors, as 
set forth in their report thereon appearing therein and 
incorporated herein by reference, which is based in part on the 
report of KPMG Stokes Kennedy Crowley, independent auditors.  
The consolidated financial statements referred to above are 
incorporated herein by reference in reliance upon such reports 
given upon the authority of such firms as experts in accounting 
and auditing.
##
##
                            PART II

           INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

    There are incorporated herein by reference the following 
documents:

    1.   The Company's Annual Report on Form 10-K for the year 
         ended December 31, 1993, as filed with the Commission 
         pursuant to the Exchange Act.

    2.   The Company's Quarterly Report on Form 10-Q for the 
         quarter ended March 31, 1994, as filed with the 
         Commission pursuant to the Exchange Act.

    3.   The Company's Registration Statement on Form 8-A, as 
         amended, which incorporated by reference the 
         description of the Company's Common Stock contained in 
         the Company's Registration Statement on Form S-1, 
         filed with the Commission pursuant to the Securities 
         Act.

    4.   All other documents filed by the Company pursuant to 
         Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 
         subsequent to the date of this Prospectus and prior to 
         the filing of a post-effective amendment which 
         indicates that all securities offered hereby have been 
         sold or which deregisters all securities then 
         remaining unsold shall be deemed to be incorporated by 
         reference into this Prospectus and such document shall 
         be deemed to be a part hereof from the date of filing 
         of such document.

Any statement contained in this Prospectus or in a document 
incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of 
this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document 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 Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon request, a copy of any of the documents 
incorporated by reference herein, except for the exhibits to 
such documents.  Written requests should be mailed to 
Audrey Goodman, Wellman, Inc., 1040 Broad Street, Suite 302, 
Shrewsbury, New Jersey 07702.  Telephone requests may be 
directed to Ms. Goodman at (908) 935-7312.

Item 4.  Description of Securities.

    Not applicable

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 7.  Exemption of Registrant Claimed

    Not applicable

Item 8.  Exhibits.

    4     -   Wellman, Inc. Amended and Restated 1985 Incentive 
              Stock Option Plan

    5     -   Opinion of Edwards & Angell re: legality

    23(a) -   Consent of Ernst & Young

    23(b) -   Consent of KPMG Stokes Kennedy Crowley

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

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 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;

    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 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 undersigned Registrant hereby further 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 Exchange Act 
that is incorporated by reference in the Registration Statement 
shall be deemed to be a new Registration Statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    The undersigned Registrant hereby undertakes to deliver or 
cause to be delivered with this prospectus, to each person to 
whom this prospectus is sent or given, the latest annual report 
to securityholders that is incorporated by reference in the 
prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange 
Act; and, where interim financial information required to be 
presented by Article 3 of Regulation S-X is not set forth in 
the prospectus, to deliver, or cause to be delivered to each 
person to whom the prospectus is sent or given, the latest 
quarterly report that is specifically incorporated by reference 
in the prospectus to provide such interim financial information.

    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 Commission such 
indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in 
the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

                   SIGNATURES AND AMENDMENTS

    Each person whose signature appears below hereby authorizes 
the President or the Vice President-Chief Financial Officer of 
the Registrant, or any one of them, to execute in the name of 
each person, and to file, an amendment or amendments to this 
Registration Statement, which amendment may make such other 
changes in this Registration Statement as said officer or 
officers so acting deem(s) advisable.

                           SIGNATURES

    Registrant:  Pursuant to the requirements of the Securities 
Act of 1933, the Registrant certifies that it has reasonable 
grounds to believe that it meets all of the requirements for 
filing of Form S-8/S-3 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 10, 1994.

                                  WELLMAN, INC.

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

    Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following 
persons in the capacities indicated on June 10, 1994.

Signatures                        Title

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

/s/ Keith R. Phillips             Vice President, Chief
    Keith R. Phillips             Financial Officer and 
                                  Treasurer (Principal 
                                  Financial Officer)

/s/ Mark J. Rosenblum             Vice President-Controller
    Mark J. Rosenblum             (Principal Accounting Officer)

                                  Vice President and Director
    C. W. Beckwith

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

/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/ Roger A. Vandenberg           Director
    Roger A. Vandenberg

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

/s/ Raymond C. Tower              Director
    Raymond C. Tower
EXHIBIT INDEX
                               TO
                        WELLMAN FORM S-8

Exhibit No.         Exhibit Description                    Page

 4            Wellman, Inc. Amended and Restated
              1985 Incentive Stock Option Plan

 5            Opinion of Edwards & Angell re: legality

23(a)         Consent of Ernst & Young

23(b)         Consent of KPMG Stokes Kennedy Crowley

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