SECURITIES AND EXCHANGE COMMISSION

                   Washington, D. C.    20549


                            FORM 10-K


        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934


Fiscal year ended December 31, 1997  Commission file number 1-5222


                         M. A. HANNA COMPANY
      (Exact name of Registrant as specified in its charter)


       STATE OF DELAWARE                          34-0232435
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

SUITE 36-5000, 200 PUBLIC SQUARE, CLEVELAND, OHIO      44114-2304
    (Address of principal executive offices)           (Zip code)

Registrant's telephone number, including area code  216-589-4000

Securities registered pursuant to Section 12(b) of the Act:

                                     Name of each exchange on
Title of each class                       which registered
Common Stock, $1 par value            New York Stock Exchange
                                      Chicago Stock Exchange

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months,
and (2) has been subject to such filing requirements for the past
90 days.                                      YES  X      NO___

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.       [ X ]

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of  the Registrant, computed by reference  to  the
price  at  which  the  stock was sold as of  February  13,  1998:
$1,142,373,047.

       Common  Shares  outstanding  as  of  February  13,   1998:
50,352,531.





               DOCUMENTS INCORPORATED BY REFERENCE



      Portions  of  the following documents are  incorporated  by
reference  into  the  designated parts of this  Form  10-K:   (1)
Registrant's   definitive   proxy   statement   distributed    to
stockholders  dated  March 16, 1998, filed  with  the  Commission
pursuant  to  Regulation 14A and incorporated by  reference  into
Parts  I  and III of this Form 10-K; and (2) Registrant's  Annual
Report  distributed  to stockholders for the  fiscal  year  ended
December 31, 1997, incorporated by reference into Parts I and  II
of  this  Form  10-K.   With  the exception  of  the  information
specifically  incorporated by reference, neither the Registrant's
proxy  statement  nor the 1997 Annual Report to  stockholders  is
deemed to be filed as part of this Form 10-K.


      Except  as  otherwise stated, the information contained  in
this  report  is given as of December 31, 1997, the  end  of  the
Registrant's last fiscal year.


                             PART I


ITEM 1.   BUSINESS


(a)       Acquisitions and Dispositions

                In  February  1997, the Registrant announced  the
          construction of a manufacturing plant to produce  color
          and  additive concentrates in the Pu Dong  district  of
          Shanghai, China.  The new plant will operate  as  Hanna
          Wilson   Polymer  (Shanghai)  Limited,  a  wholly-owned
          subsidiary of the Registrant. Previously the Registrant
          also  had  announced an agreement for the formation  of
          Hanna  Su Xing Plastics Compounding (Suzhou) Co., Ltd.,
          a  joint  venture  to  produce  plastics  compounds  in
          Suzhou,  China, which is about 60 miles from the  color
          facility in the Pu Dong district.


                In  February  1997, the Registrant announced  the
          sale  of  its  50  percent interest in  IOC  Ore  Sales
          Company,  a partnership that serves as sales agent  for
          the  Iron Ore Company of Canada ("IOC").  In the fourth
          quarter  of  1997,  the Registrant  also  sold  its  50
          percent interest in Hollinger-Hanna Limited, the holder
          of a royalty paid by IOC.


                In  April  1997,  the  Registrant  announced  the
          acquisition of Enviro Care Compounds (ECC)  of  Norway,
          which  produces  halogen-free  flame-retardant  plastic
          compounds  for  the  wire and cable  market.   It  also
          announced it had acquired from Borealis A/S of  Denmark
          the  right  to manufacture a line of plastic  compounds
          for   insulation   and   jacketing   applications    in
          telecommunications.


                 In   May  1997,  the  Registrant  announced  the
          acquisition  of the former Sadolin Masterbatch  plastic
          color  and additive business from Akzo Nobel Inks  A/S.
          Included  in  the  acquisition was a Glostrup,  Denmark
          manufacturing facility, which the Registrant  continues
          to operate.


                In August 1997, the Registrant announced it would
          acquire  the manufacturing business of Harwick Chemical
          Corporation.  The company supplies specialty  colorants
          and  other  specialty products for the rubber industry,
          and   specialty  color  pigment  dispersions  and   dry
          colorants for plastics, from plants in Akron, Ohio  and
          Wynne, Arkansas.


                In  November  1997, the Registrant announced  the
          formation of a joint venture with Techmer PM to produce
          color  and  additive concentrates principally  for  the
          film and fiber markets.  Doing business as Techmer  PM,
          LLC,  a  limited liability company in which  Registrant
          has  a  51%  interest, the company is headquartered  in
          Clinton,  Tennessee  and  has manufacturing  plants  in
          Clinton,   Tennessee,  Buford,   Georgia   and   Rancho
          Dominguez, California.


                In  February  1998, the Registrant announced  the
          completion  of its previously announced acquisition  of
          Melos  Carl  Bosch  GmbH & Co.,  a  German  rubber  and
          plastic  compounder.  With a plant in  Melle,  Germany,
          the company produces rubber and thermoplastic elastomer
          compounds  for the wire and cable, sport and recreation
          and automotive markets.


                In  March 1998, the Registrant announced that  it
          had acquired Exxon Chemical's business in halogen-free,
          flame  retardant  plastic compounds for  the  wire  and
          cable industry.  Exxon's sales of these flame retardant
          compounds totalled about $5 million in 1997.


(b)              See  the  financial  information  regarding  the
          Registrant's business segments set forth  at  pages  30
          through   31   of   the  Registrant's   Annual   Report
          distributed to stockholders for the fiscal  year  ended
          December  31,  1997, which information is  incorporated
          herein by this reference.


(c)
      (1) (i)

          Formulated Polymers


               (a)  Processing


                 The   Registrant,  through  its  custom  plastic
          compounding   businesses,  Th.  Bergmann,   Compounding
          Technology,   DH  Compounding  Company,   Enviro   Care
          Compounds, M.A. Hanna Engineered Materials, MACH-1  and
          Southwest Chemical Services business units, engages  in
          the  custom  compounding of plastic  materials  to  the
          specifications  of  manufacturers  of  molded   plastic
          products   for   customers  located  throughout   North
          America,   Europe   and  Asia.   Through   its   rubber
          compounding   and  additives  businesses,  M.A.   Hanna
          Rubber   Compounding,  Melos  Carl  Bosch  and  Harwick
          Chemical  Manufacturing,  Registrant  engages  in   the
          custom   compounding  of  rubber   materials   to   the
          specifications  of  manufacturers  of  rubber  products
          throughout North America and Europe and the manufacture
          of additives for the rubber industry worldwide.


                Through its custom formulated color and additives
          businesses,  M.A. Hanna Color, Hanna Polimeros,  Victor
          International  Plastics,  Wilson  Color,  Hanna  Wilson
          Polymer  (Shanghai) Limited and Techmer PM,  LLC,   the
          Registrant manufactures custom formulated colorants  in
          the form of color concentrates, liquid dispersions, dry
          colorants, and additives for customers in the  plastics
          industry   throughout  North  America,  Europe,   South
          America  and  Asia.   M.A. Hanna  Color  also  produces
          specialty  colorants and additives for the  automobile,
          vinyl  building  products and  textile  industries  and
          M.A. Hanna Color, Wilson Color and Hanna Wilson Polymer
          (Shanghai) Limited also produce specialty colorants and
          additives for the wire and cable industry worldwide.


               (b)  Distribution


                Through  its  M.A. Hanna Resin  Distribution  and
          Hanna   de   Mexico  business  units,  the   Registrant
          distributes  thermoplastic  and  thermoset  resins  and
          fiberglass  materials in North America for major  resin
          producers.


                 Through  its  Cadillac  Plastic  business  unit,
          Registrant  engages  in the worldwide  distribution  of
          engineered plastic sheet, rod, tube, and film  products
          to  industrial and retail customers as well as  cutting
          and    machining   plastic   products   to   customers'
          specifications  and thermoforming plastic into products
          such as skylights and signs.


               (c)  Other


                Through its Diversified Polymer Products business
          unit,  Registrant manufactures molded sponge automotive
          parts  for  customers  located  throughout  the  United
          States and Canada.


(1) (iii)       In  Registrant's  plastic and rubber  compounding
          businesses,  the  primary raw  materials  required  are
          natural  and synthetic rubbers, resins, and  chemicals,
          all  of  which are available in adequate  supply.   The
          primary  raw  materials required by Registrant's  color
          businesses  are  resins,  chemicals,  and  organic  and
          inorganic  pigments,  all of  which  are  available  in
          adequate supply.


(1) (iv)        Registrant's business units own numerous  patents
          and  trademarks,  which  are  important  in  that  they
          protect  the Registrant's corresponding inventions  and
          product  names  against  infringement  by  others   and
          thereby   enhance   Registrant's   position   in    the
          marketplace.  The patents vary in duration from 1  year
          to 20 years, and the trademarks have an indefinite life
          which is based upon continued use.


(1) (x)         The  custom  compounding of  plastic  and  rubber
          materials  and the manufacture of rubber additives  are
          highly  competitive, with product  quality,  price  and
          service  to customers being principal factors affecting
          competition.   Registrant believes it  is  the  largest
          independent custom compounder of rubber and  a  leading
          independent compounder of plastics in North America and
          Europe.


                The  manufacture of custom-formulated  color  and
          additive  concentrates  for the  plastics  industry  is
          highly  competitive, with product  quality,  price  and
          service  to customers being principal factors affecting
          competition.   Registrant believes it  is  one  of  the
          leading  producers  of  custom  formulated  color   and
          additive concentrates in the United States and Europe.


                The manufacture of molded sponge automotive parts
          is  highly competitive, with quality, price and service
          to   customers   being  principal   factors   affecting
          competition.  Information generally available indicates
          that Registrant is among the leading  suppliers of such
          parts in the United States.


                The  distribution and fabrication  of  engineered
          plastic  sheet, rod, tube, film products,  and  polymer
          resins  is  highly  competitive, with product  quality,
          price  and service to customers being principal factors
          affecting competition.  Registrant believes it  is  one
          of the leading distributors of engineered shapes in the
          world  and  one of the leading distributors of  plastic
          resins in North America.


(1) (xii)       At  each  of  its operations the Registrant,  its
          subsidiaries, and associated companies are governed  by
          laws   and   regulations  designed   to   protect   the
          environment,  and  in  this connection  Registrant  has
          adopted  a  corporate policy which  directs  compliance
          with  the  various  requirements  of  these  laws   and
          regulations.   The  Registrant believes  that  it,  its
          subsidiaries   and   associated   companies   are    in
          substantial   compliance  with  all   such   laws   and
          regulations, although it recognizes that these laws and
          regulations are constantly changing.


                There are presently no material estimated capital
          expenditures   for   further   environmental    control
          facilities    projected   by   the   Registrant,    its
          subsidiaries and associated companies for  any  of  its
          operations.


(1) (xiii)           Registrant  employs  7,016  persons  at  its
          consolidated operations (6,068 in 1996).


(d) (1)           See    information    regarding    Registrant's
          international  operations at page  31  of  Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year  ended December 31, 1997,  which  page  is
          incorporated herein by this reference.


      (2)       The  international operations owned  directly  by
          Registrant  and  in  which  the  Registrant   and   its
          subsidiaries  have equity interests,  may  be  affected
          from  time  to  time by foreign political and  economic
          developments,  laws  and  regulations,   increases   or
          decreases in costs in such countries and changes in the
          relative values of the various currencies involved.




ITEM 2.   PROPERTIES


      The  table  below  sets  forth  the  principal  plants  and
properties  owned or leased by the Registrant's  business  units.
For  properties which are leased, the date of expiration  of  the
current  term  of the lease is indicated.  Properties  which  are
shown  as owned are owned in fee simple.  Some properties may  be
subject to minor encumbrances of a nature which do not materially
affect the Registrant's operations.

     In addition, Registrant's Cadillac Plastic, M.A. Hanna Resin
Distribution and Hanna de Mexico business units lease floor space
at  various  locations within North America.  They are  used  for
sales offices, for the distribution of Registrant's products, for
fabrication, and for warehousing.  These are short-term leases.

      Registrant's  Cadillac Plastic business  unit  also  leases
space  in  various locations outside the United States, including
Australia,  Belgium, Canada, France, Germany, Hong  Kong,  Korea,
Malaysia,  Mexico,  Netherlands, New Zealand,  Singapore,  Spain,
Sweden, Taiwan and Vietnam.




     Location           Facility       Owned/Leased  Approximate
                                                     Size  (sq.
                                                        ft.)


Burton,            M.A.  Hanna  Rubber     Owned         160,000
  Ohio             Compounding


Macedonia,         MACH-1 Compounding      Owned          87,000
  Ohio


Tillsonburg,       M.A.  Hanna  Rubber     Owned          60,000
  Ontario          Compounding


Jonesboro,         M.A.  Hanna  Rubber     Owned          69,000
  Tennessee        Compounding


DeForest,          M.A.  Hanna  Rubber     Owned         130,000
  Wisconsin        Compounding


Santa Fe Springs,  M.A.  Hanna  Rubber    Leased          13,231
  California       Compounding             1998


Chicago,           M.A. Hanna Rubber      Leased          31,000
  Illinois                                 2001


Kennedale,         M.A. Hanna Rubber       Owned          80,000
  Texas


Broadview Heights, M.A. Hanna Color        Owned          61,000
  Ohio


Phoenix,           M.A. Hanna Color        Owned          20,500
  Arizona


Vonore,             M.A. Hanna Color       Owned           47,000
  Tennessee


North Kansas City,  M.A. Hanna Color       Leased          44,000
  Missouri                                  1998


San Fernando,       M.A. Hanna Color       Leased          45,000
  California                                1998


Vancouver,          M.A. Hanna Color       Leased          35,000
  Washington                                2002


Troy,               Cadillac Plastic       Leased          34,655
  Michigan          (headquarters and       2007
                    call center)



Coppell,            Cadillac Plastic       Leased         101,016
  Texas             (area distribution      2006
                    and call center)


Naperville,         Cadillac Plastic       Leased          88,910
  Illinois          (area distribution      2007
                    center)


Austell,            Cadillac Plastic       Leased          88,500
  Georgia           (area distribution      2008
                    center)


Fresno,             Cadillac Plastic       Leased          50,960
  California        (area distribution      2007
                    center)


Middletown,         Cadillac Plastic       Leased          61,620
  Pennsylvania      (area distribution      2008
                    center)


Lemont,             M.A.  Hanna  Resin     Leased         103,000
  Illinois          Distribution            2008
                    (headquarters)


Seattle,            M.A. Hanna Resin       Leased          44,520
  Washington        Distribution            2005


Kingstree,          M.A.  Hanna Rubber     Owned          156,174
  South Carolina    Compounding    and
                    Southwest Chemical
                    Services


Dyersburg,          M.A.         Hanna     Owned          862,399
  Tennessee         Engineered
                    Materials,    M.A.
                    Hanna       Rubber
                    Compounding    and
                    Diversified
                    Polymer Products


Bethlehem,          M.A. Hanna             Leased
   Pennsylvania     Engineered              2004           82,000
                    Materials               1999           25,400


Norcross            M.A.         Hanna     Leased          27,814
  Georgia           Engineered              2002
                    Materials
                    (headquarters  and
                    technical center)


Suwanee,            M.A. Hanna Color       Owned           20,000
  Georgia           (headquarters)


Suwanee,            M.A. Hanna Color       Owned           44,022
  Georgia           (technical center)


Somerset,           M.A. Hanna Color       Owned           44,300
  New Jersey


Florence,           M.A. Hanna Color       Owned           30,000
  Kentucky


Eagan,              M.A.  Hanna  Color     Leased          51,600
  Minnesota         and          Resin      2002
                    Distribution


Gastonia,           M.A. Hanna Color       Owned           43,992
  North Carolina


Elk Grove Village,  M.A. Hanna color       Owned           51,870
  Illinois


St. Peters,         M.A. Hanna Color       Owned           32,480
  Missouri


Fort Worth,         M.A. Hanna Color       Owned           75,080
  Texas


Norwalk,            M.A. Hanna Color       Owned           94,000
  Ohio


Carolina,           M.A. Hanna Color       Leased          12,600
  Puerto Rico                               1999


Bethlehem,          M.A. Hanna Color       Owned           58,672
  Pennsylvania


Milford,            M.A. Hanna Color       Leased          20,600
  New Hampshire                             2001


LaPorte,            Southwest Chemical     Owned          200,000
  Texas             Services


Ayer,               M.A. Hanna Resin       Leased          53,250
  Massachusetts     Distribution            2002


Houston,            M.A. Hanna             Leased
  Texas             Engineered              2002           88,000
                    Materials               2002           44,120


Statesville,        M.A.  Hanna  Resin     Leased          48,240
  North Carolina    Distribution            2002


Corona,             Compounding            Leased          32,000
  California        Technology, Inc.        2001


Clinton,            Techmer PM, LLC        Owned          151,000
  Tennessee


Rancho Dominguez,   Techmer PM, LLC        Leased         119,000
  California                                1999


Gainesville,        Techmer PM, LLC        Leased          36,374
  Georgia                                   2005


Wynne,              Harwick Chemical       Owned          119,000
  Arkansas          Manufacturing
                    Corporation


Toluca,             Hanna Polimeros        Owned           22,000
  Mexico


Assesse,            Wilson Color           Owned          120,976
  Belgium


Tossiat,            Wilson Color           Owned           87,188
  France


Bendorf,            Wilson Color           Owned           72,086
  Germany


Angered,            Wilson Color           Owned           22,259
  Sweden


Saint Ouen,(Paris)  Wilson Color           Owned           46,285
France


Coventry,           Victor                 Leased          52,750
  England           International           2000


Manchester,         Victor                 Owned           58,890
  England           International


Gaggenau,           Th. Bergmann           Owned          241,114
  Germany


Barbastro,          Polibasa               Owned           71,042
  Spain             (Bergmann)


Jurong,             Compounding            Leased          43,000
  Singapore         Technology,             1999
                    Pte. Ltd.


Saint Etienne,      Compounding            Owned           35,000
  France            Technology   Euro,
                    S.A.


Pu Dong             Hanna Wilson           Owned           30,400
(Shanghai),         Polymer
  China


Glostrup,           Wilson Color           Owned            7,545
  Denmark


Melle,              Melos Carl Bosch       Owned           69,225
  Germany




      Registrant's combined annual plastic and rubber compounding
capacity  and  colorant  manufacturing  capacity,  based  on  the
estimated  design capacities of Registrant's plants,  amounts  to
approximately  766 million pounds of compounded rubber  products,
962   million   pounds   of  compounded  plastic   products   and
approximately  311 million pounds of colorants.  A  variation  in
the  mix  of  products produced at a given  plant  results  in  a
corresponding  increase or decrease in the quantity  of  products
that  can  be produced at full capacity.  Beyond these  estimated
capacities  for  Registrant's rubber and plastic compounding  and
colorant  manufacturing  properties,  there  are  no  comparative
measurement units of production capacity that reasonably  can  be
ascribed  to  Registrant's  other properties  in  the  processing
segment.

      Registrant's  50 percent-owned partnership, DH  Compounding
Company,  owns  and operates an engineering plastics  compounding
plant  in Clinton, Tennessee.  The 150,000 square foot plant  has
an annual design capacity of 110 million pounds.


ITEM 3.   LEGAL PROCEEDINGS

      Registrant,  directly and indirectly through a wholly-owned
subsidiary,  is obligated for costs of environmental  remediation
measures  taken  and  to  be  taken in  connection  with  certain
operations  that have been sold or discontinued.   These  include
the  clean-up  of a Superfund site and participation  with  other
companies  in  the  clean-up of hazardous waste  disposal  sites,
several  of  which have been closed.  Registrant has  established
reserves  for  these  anticipated liabilities  for  environmental
remediation, which do not reflect potential insurance  recoveries
and  which management believes are adequate to cover Registrant's
ultimate  exposure.  Registrant believes that  these  liabilities
will  not  have  a  material adverse effect on  the  Registrant's
results of operations, financial position or cash flows.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


_______   EXECUTIVE OFFICERS OF THE REGISTRANT



      The  following table lists information as of March 1, 1998,
as  to  each  executive officer of the Registrant, including  his
position  with the Registrant as of that date and other positions
held by him during at least the past five years:


D. J. McGregor                 Chairman    and   Chief    Executive
  Age - 57                     Officer,  July  1,  1997  to   date.
                               President    and   Chief   Operating
                               Officer,  May  1989 to December  31,
                               1996.  President and Chief Executive
                               Officer January 1, 1997 to June  30,
                               1997.


L. L. Beach                    Vice   President,  Human  Resources,
  Age - 53                     April 1995 to date.  Vice President,
                               Human   Resources  of  Kraft   Foods
                               International   (manufacturer    and
                               distributor  of  consumer  products)
                               1991 to April 1995.


K. J. Darragh                  Senior  Vice  President, Operations,
  Age - 49                     May  1997  to  date.   President   -
                               Cadillac Plastic, February  1995  to
                               May  1997. Vice President Operations
                               - Cadillac Plastic, February 1991 to
                               January 1995.


M. S. Duffey                   Vice  President and Chief  Financial
  Age - 43                     Officer,  August 1996 to date.  Vice
                               President  and  Treasurer,  Outboard
                               Marine Corporation (manufacturer  of
                               recreational   boats   and    marine
                               engines),  1986-1992; Vice President
                               and Treasurer, Foote, Cone & Belding
                               Communications,  Inc.   (advertising
                               agency) 1992 - July 1994.  Treasurer
                               of the Registrant, July 1994 - April
                               1995;    Vice    President,    Chief
                               Financial  Officer and Treasurer  of
                               Registrant,  April  1995  to  August
                               1996.



J. R. Gwinnell                 Vice    President    Strategy    and
  Age 42                       Development,  February  4,  1998  to
                               date.   Senior  Engagement  Manager,
                               McKinsey  & Company, Inc.,  1989  to
                               1996.   Vice  President,   Strategy,
                               Westinghouse  Electric  Corporation,
                               1996 to February 1998.



G. W. Henry                    Senior Vice President, International
  Age - 52                     Operations, May 1997 to  date.  Vice
                               President - Operations, 1992 - 1994;
                               Vice     President,    International
                               Operations, 1994 - May 1997.



J. S. Pyke, Jr.                Vice President, General Counsel  and
  Age - 59                     Secretary, 1979 to date.



D. R. Schrank                  Senior  Vice  President, Operations,
  Age - 49                     May   1997  to  date.  Senior   Vice
                               President    and   Chief   Financial
                               Officer,    Sealy,   Inc.   (bedding
                               manufacturer)  1989   to   September
                               1993.    Vice  President  and  Chief
                               Financial Officer of the Registrant,
                               September  1993 - April  1995;  Vice
                               President,  North American  Plastics
                               Operations, April 1995 to May 1997.



C. R. Sachs                    Treasurer,  August  1996  to   date.
  Age - 45                     Treasurer      Outboard       Marine
                               Corporation     (manufacturer     of
                               recreational   boats   and    marine
                               engines) 1992-1996.



T. E. Lindsey                  Controller, July 1990 to date.
  Age - 47


                             PART II



ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS


          See  the tables regarding Registrant's stock price data
          at page 36 and Shareholder Information at the bottom of
          page  37  of Registrant's Annual Report distributed  to
          stockholders  for  the fiscal year ended  December  31,
          1997,  which  tables and information  are  incorporated
          herein by this reference.


ITEM 6.   SELECTED FINANCIAL DATA


          See  Selected Financial Data at page 37 of Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year  ended December 31, 1997,  which  Selected
          Financial   Data   is  incorporated  herein   by   this
          reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


          See  pages 38 through 39 of Registrant's Annual  Report
          distributed to stockholders for the fiscal  year  ended
          December 31, 1997, which pages are incorporated  herein
          by this reference.


ITEM 7.A  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
          RISK.


          Not applicable.



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


          See  pages  23  through 36 and page 40 of  Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year ended December 31, 1997, which  pages  are
          incorporated herein by this reference.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

          None.


                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


          Directors


          See the table listing nominees for directors on page  2
          of  Registrant's definitive proxy statement distributed
          to  stockholders dated March 16, 1998, filed  with  the
          Commission pursuant to Regulation 14A, which  table  is
          incorporated herein by this reference.


          Executive Officers


          See  the  item  captioned "Executive  Officers  of  the
          Registrant" in Part I of this Form 10-K, which item  is
          incorporated herein by this reference.


          Section 16(a) Beneficial Ownership Reporting Compliance


          See the paragraph bearing the foregoing caption on page
          5    of   Registrant's   definitive   proxy   statement
          distributed to stockholders dated March 16, 1998, filed
          with  the Commission pursuant to Regulation 14A,  which
          paragraph is incorporated herein by this reference.

ITEM 11.  EXECUTIVE COMPENSATION


          See  the section captioned "Executive Compensation"  at
          pages  5  through  13 of Registrant's definitive  proxy
          statement  distributed to stockholders dated March  16,
          1998,  filed with the Commission pursuant to Regulation
          14A,  which  section  is incorporated  herein  by  this
          reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

(a)       Security Ownership of Certain Beneficial Owners:

          See  the section captioned "Holdings of Shares  of  the
          Company's  Common  Stock" at  page  5  of  Registrant's
          definitive  proxy statement distributed to stockholders
          dated March 16, 1998 filed with the Commission pursuant
          to Regulation 14A, which section is incorporated herein
          by this reference.

(b)       Security Ownership by Management:

          See   the   table,  and  footnotes  thereto,  regarding
          beneficial  ownership of the Registrant's Common  Stock
          by  management,  at  page 3 of Registrant's  definitive
          proxy   statement  distributed  to  stockholders  dated
          March  16,  1998 filed with the Commission pursuant  to
          Regulation   14A,   which  table  and   footnotes   are
          incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.

                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K


(a) 1. and  2.   The  response  to this portion  of  Item  14  is
          submitted as a separate section commencing on page  F-1
          of this Form 10-K.

                 3. List of Exhibits.  [Those documents listed below that
          are  incorporated herein by reference  to  Registrant's
          earlier periodic reports were filed with the Commission
          under Registrant's File No. 1-5222.]

          (i)  Exhibits filed pursuant to Regulation S-K (Item
               601):

(3)  Articles of Incorporation and By-laws.

     (a)   Registrant's Articles of Incorporation (as amended and
     restated as of  May 1, 1996, and currently in effect), filed
     as  Exhibit 3(a) to Registrant's Annual Report on Form  10-K
     for the fiscal year ended December 31, 1996 and incorporated
     herein by this reference.

     (b)  Registrant's by-laws (as adopted as of November 5, 1997
     and  currently  in  effect),  filed  as  Exhibit  3(ii)   to
     Registrant's  Current Report on Form 8-K dated November  10,
     1997, and incorporated herein by this reference.


(4)  Instruments Defining the Rights of Security Holders:

     (a)    Indenture  dated  November  9,  1996,   between   the
     Registrant  and NBD Bank, as trustee, governing Registrant's
     Medium Term Notes, a form of which was filed as Exhibit  4.1
     to  Registrant's  Form  S-3  filed  on  June  12,  1996  and
     incorporated herein by this reference.

     (b)   Credit and Guarantee Agreement, dated January 31, 1997
     between the Registrant, Bank of America, N.T. & N.A. and the
     other  banks  signatory thereto, a copy  of  which  will  be
     provided to the Commission upon request.

     (c)    Indenture  dated  September  15,  1991  between   the
     Registrant  and  Ameritrust Company,  National  Association,
     Trustee  relating  to  Registrant's  $100,000,000  aggregate
     principal   amount  of  9%  Senior  Notes   due   1998   and
     $150,000,000  aggregate principal amount of  9  3/8%  Senior
     notes due 2003, filed as Exhibit 4 to the Registrant's  Form
     S-3 filed on September 18, 1991, and incorporated herein  by
     this reference.

     (d)    Indenture  dated  September  26,  1991  between   the
     Registrant   and  Ameritrust  Texas,  National  Association,
     Trustee,  relating  to  Registrant's  $50,000,000  aggregate
     principal  amount  of 9% Senior Notes  due  1998,  filed  as
     Exhibit 4 to the Registrant's Form S-3 filed on October  24,
     1991, and incorporated herein by this reference.

     (e)   Associates  Ownership Trust Agreement dated  September
     12,  1991,  between Registrant and Wachovia  Bank  of  North
     Carolina,  filed  as  Exhibit 28.3 to  Registrant's  Current
     Report   on   Form  8-K  dated  September  12,   1991,   and
     incorporated herein by this reference.


 (10)     Material Contracts:



     *(a)  1988 Long-Term Incentive Plan, and forms of Grants  of
     Stock  Options, Grants of Appreciation Rights and Grants  of
     Long-Term Incentive Units thereunder, filed as Exhibit 10(e)
     to  Registrant's Annual Report on Form 10-K for  the  fiscal
     year  ended  December 31, 1988, and incorporated  herein  by
     this  reference.  Also forms of 1989 Stock Option Agreement,
     1989  Grant of Appreciation Rights and 1989 Grant  of  Long-
     Term Incentive Units, filed as Exhibit 10(e) to Registrant's
     Annual  Report  on  Form  10-K for  the  fiscal  year  ended
     December 31, 1989 and incorporated herein by this reference.
     Also  1990 Amendment to the Plan, filed as Exhibit 10(e)  to
     Registrant's  Form 10-K for the fiscal year  ended  December
     31, 1990 and incorporated herein by this reference and forms
     of  1990  Stock Option Agreement, 1990 Grant of Appreciation
     Rights and 1990 Grant of Long-Term Incentive Units, filed as
     Exhibit 10(e) to Registrant's Form 10-K for the fiscal  year
     ended  December  31, 1990 and incorporated  herein  by  this
     reference.   Also  1991  Amendment to  the  Plan,  filed  as
     Exhibit 10(f) to Registrant's Form 10-K for the fiscal  year
     ended  December  31, 1991, and incorporated herein  by  this
     reference. Also 1994 Amendment to the Plan, filed as Exhibit
     A  to Registrant's definitive proxy statement distributed to
     stockholders dated March 17, 1994 and incorporated herein by
     this  reference.   Also  forms of  Stock  Option  Agreement,
     Performance  Share  Award  Agreement  and  Restricted  Stock
     Agreement  entered  into by all participants  in  the  Plan,
     filed herewith.

     *(b) Form of Supplemental Deferred Compensation agreement in
     which  any  of  the  five most highly compensated  executive
     officers  of the Registrant participates, filed  as  Exhibit
     10(e)  to  Registrant's Annual Report on Form 10-K  for  the
     fiscal  year  ended  December  31,  1993,  and  incorporated
     herein by this reference.

     *(c) Form of Supplemental Death Benefits agreement in which any
     of  the  five most highly compensated executive officers  of
     the  Registrant  participates, filed  as  Exhibit  10(f)  to
     Registrant's Annual Report on Form 10-K for the fiscal  year
     ended  December  31, 1993, and incorporated herein  by  this
     reference.



     *(d)  Form of Employment Agreement dated as of February  17,
     1989   between   Registrant  and  certain  of   Registrant's
     executive  officers filed as Exhibit 10(h)  to  Registrant's
     Annual  Report  on  form  10-K for  the  fiscal  year  ended
     December 31, 1988 and incorporated herein by this reference.



     *(e)  Description of Directors' compensation and  retirement
     benefit,  set  forth  in  the section captioned  "Directors'
     Compensation"  on  page 14 of Registrant's definitive  proxy
     statement   dated   March  16,  1998,  as   distributed   to
     stockholders  and  filed  with the  Commission  pursuant  to
     Regulation 14A, which section is incorporated herein by this
     reference.



     *(f)  Excess  Benefit Plan in which any  of  the  five  most
     highly  compensated  executive officers  of  the  Registrant
     participates, filed as Exhibit 10(j) to Registrant's  Annual
     Report  on Form 10-K for the fiscal year ended December  31,
     1992 and incorporated herein by this reference.



     *(g)  Supplemental Retirement Benefit Plan in which  any  of
     the  five most highly compensated executive officers of  the
     Registrant   participates,  filed  as   Exhibit   10(k)   to
     Registrant's Annual Report on Form 10-K for the fiscal  year
     ended  December  31, 1992 and incorporated  herein  by  this
     reference.



     *(h)  Voluntary Non-Qualified Deferred Compensation Plan  in
     which  any  of  the  five most highly compensated  executive
     officers of the Registrant participates, filed as Exhibit  A
     to  the  Registrant's definitive proxy statement distributed
     to   stockholders  dated  March  20,  1995  filed  with  the
     Commission  pursuant to Regulation 14A, which Exhibit  A  is
     incorporated herein by this reference.

          [*-   Identifies  management contract  or  compensation
          plans  or arrangements filed   pursuant to Item  601(b)
          (10) (iii) (A) ]


(11) Computation of per share earnings, filed herewith.


(13)  Registrant's Annual Report as distributed  to  stockholders
for the fiscal year ended December 31, 1997, filed herewith.


(21) Subsidiaries of the Registrant, filed herewith.


(23) Consent of Independent Accountants, filed herewith.


(24) Powers of Attorney of certain Directors of Registrant, filed
herewith.


(27) Financial Data Schedule, filed herewith.


     (ii) Other exhibits:


            Financial  statements  (and  consent  of  independent
accountants) pursuant to Form 11-K and Rule 15D-21 for  the  year
ended  December 31, 1997, for the Capital Accumulation  Plan  for
Salaried   Employees  of  M.  A.  Hanna  Company  and  Associated
Companies,  and for stock purchase/savings plans of  Registrant's
subsidiaries and divisions will be filed as exhibits to the  Form
10-K under a Form 10-K/A amendment not later than June 29, 1998.

(b)  Since  September 30, 1997, Registrant has filed two  reports
     on  Form  8-K,  one filed on November 10,  1997  filing  the
     Registrant's by-laws as adopted as of November 5,  1997  and
     one filed on February 19, 1998 filing a revised Exhibit 12.1
     (Computation  of  Ratio of Earnings  to  Fixed  Charges)  to
     Registration Statement #333-5763.

(c)  The  response to this portion of Item 14 is submitted  as  a
     separate Section commencing on page X-1 of this Form 10-K.

(d)  The  response to this portion of Item 14 is submitted  as  a
     separate section commencing on page F-1 of this Form 10-K.

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  report  to  be  signed  on its behalf  by  the  undersigned
thereunto duly authorized.


                                   M. A. HANNA COMPANY
                                        (Registrant)



Date:     March 19, 1998      By   /s/J. S. Pyke, Jr.
                                  J. S. Pyke, Jr.
                                  Vice President, General Counsel
                                  and Secretary


     Pursuant to the requirements of the Securities and Exchange
     Act of 1934, this report has been signed below by the
     following persons on behalf of the Registrant and in the
     capacities and on the dates indicated.



Date:     March 19, 1998     By   /s/D. J. McGregor
                                  D. J. McGregor
                                  Chairman and Chief
                                  Executive Officer (Principal
                                  Executive Officer) and
                                  Director




Date:     March 19, 1998     By   /s/M. S. Duffey
                                  M. S. Duffey
                                  Vice President and Chief
                                  Financial Officer
                                  (Principal Financial Officer)



Date:     March 19, 1998     By   /s/T. E. Lindsey
                                  T. E. Lindsey
                                  Controller
                                  (Principal Accounting Officer)










                                   B. C. Ames, Director


                                   C. A. Cartwright, Director


                                   W. R. Embry, Director


                                   J. T. Eyton, Director


By   /s/T. E. Lindsey              G. D. Harnett, Director
     T. E. Lindsey
     Attorney-In Fact
                                   G. D. Kirkham, Director

Date: March 19, 1998
                                   D. B. Lewis, Director


                                   M. L. Mann, Director


                                   R. W. Pogue, Director


                                   M. D. Walker, Director





                          FORM 10-K

                    ITEM 14(a)(1) and (2)

             FINANCIAL STATEMENTS AND SCHEDULES

                     M.A. HANNA COMPANY



The   following  consolidated  financial  statements  of  the
Registrant and its consolidated subsidiaries, included in the
annual  report of the Registrant to its stockholders for  the
year  ended  December  31, 1997, are incorporated  herein  by
reference in Item 8:

     Summary of accounting policies
     Consolidated balance sheets - December 31, 1997 and 1996
     Consolidated statements of income, stockholders' equity
     and cash flows - years ended December 31, 1997, 1996 and 1995
     Notes to financial statements

The  following  consolidated financial information,  together
with  the report of the independent accountants, are included
in Item 14(d):

         Schedule II - Valuation and qualifying accounts

All  other  schedules  for which provision  is  made  in  the
applicable  accounting  regulation  of  the  Securities   and
Exchange  Commission  are  not  required  under  the  related
instructions  or  are inapplicable, and therefore  have  been
omitted.

Financial statements of unconsolidated subsidiaries or 50% or
less  owned  persons accounted for by the equity method  have
been omitted because they do not, considered individually  or
in the aggregate, constitute a significant subsidiary.














                             F-1





            Report of Independent Accountants on
                Financial Statement Schedule



To the Board of Directors of M.A. Hanna Company

Our audits of the consolidated financial statements referred
to in our report dated January 28, 1998 appearing in the
1997 Annual Report to Stockholders of M.A. Hanna Company
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-
K) also included an audit of the Financial Statement
Schedule listed in Item 14(a) of this Form 10-K.  In our
opinion, this Financial Statement Schedule presents fairly,
in all material respects, the information set forth therein
when read in conjunction with the related consolidated
financial statements.



/s/  Price Waterhouse LLP
Cleveland, Ohio
January 28, 1998




                       F-2







<TABLE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

M. A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES


<CAPTION>
               COL. A                               COL. B                        COL. C
                                                                                 ADDITIONS
                                                                         (1)               (2)
                                             Balance at Beginning  Charged to Costs   Charged to Other
             DESCRIPTION                           of Period         and Expenses    Accounts - Describe

<S>                                               <C>                <C>                <C>
Year ended December 31, 1997:
    Deducted from asset accounts:
        Allowance for doubtful accounts           $ 7,572,000        $4,073,000         $  84,000 (a)

Year ended December 31, 1996:
    Deducted from asset accounts:
        Allowance for doubtful accounts           $11,034,000        $3,362,000         $934,000 (a)

Year ended December 31, 1995:
    Deducted from asset accounts:
        Allowance for doubtful accounts           $11,346,000        $2,480,000



               COL. A                                COL. D               COL. E


                                                                      Balance at End
             DESCRIPTION                      Deductions - Describe      of Period

<S>                                             <C>                    <C>
Year ended December 31, 1997:
    Deducted from asset accounts:
        Allowance for doubtful accounts         $3,080,000 (b)         $ 8,649,000

Year ended December 31, 1996:
    Deducted from asset accounts:
        Allowance for doubtful accounts         $7,758,000 (b)         $ 7,572,000

Year ended December 31, 1995:
    Deducted from asset accounts:
        Allowance for doubtful accounts         $2,792,000 (b)         $11,034,000




(a)  Reserves of companies acquired.
(b)  Uncollectible amounts written off.


</TABLE>



                                           F-3