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, 1996  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.       [    ]

       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  18,  1997:
$1,044,538,914.00.

       Common  Shares  outstanding  as  of  February  18,   1997:
50,644,311.

               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 20, 1997, 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, 1996, 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 1996 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, 1996, the  end  of  the
Registrant's last fiscal year.


                             PART I

ITEM 1.   BUSINESS

(a)       Acquisitions and Dispositions

                In  March  1996,  the Registrant acquired  Victor
          International  Plastics, Ltd., a  leading  producer  of
          color  masterbatch in the United Kingdom,  from  Rexam,
          Plc.    Victor   International  Plastics   serves   the
          injection  and blow molding end markets  from  its  two
          operations in Manchester and Coventry, England.

                On July 2, 1996, the Registrant announced that it
          had  completed  the sale of the molding  operations  of
          CIMCO,  Inc. to InteSys Technologies, Inc.  The molding
          operations and Compounding Technology, Inc.  were  part
          of CIMCO, Inc., which was acquired by the Registrant in
          January  1996.   The compounding operations  are  being
          retained by the Registrant and operated under the  name
          Compounding  Technology, Inc. ("CTi"), with  plants  in
          Jurong, Singapore, Corona, California, Charlotte, North
          Carolina and Saint Etienne, France.

                In  November  1996, the Registrant announced  its
          acquisition  of  Chase  Elastomer's  U.S.-based  custom
          rubber  compounding operations.  With annual  sales  of
          $22 million, Chase Elastomer has domestic operations in
          Dallas and Chicago.

                On February 6, 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.

               On February 11, 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").   The  sale
          marked  the  end of the Registrant's relationship  with
          IOC, which extended back to 1949.

(b)              See  the  financial  information  regarding  the
          Registrant's business segments set forth at page 29  of
          the   Registrant's   Annual   Report   distributed   to
          stockholders  for  the fiscal year ended  December  31,
          1996,  which  page  is  incorporated  herein  by   this
          reference.

(c)
      (1) (i)
          Formulated Polymers

               (a)  Processing

                The  Registrant, through its plastic  compounding
          businesses, Th. Bergmann, Compounding Technology,  Inc.
          (CTi),  M. A. Hanna Engineered Materials, M.  A.  Hanna
          Thermoplastic Elastomers, 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 business, M.  A.
          Hanna  Rubber  Compounding, Registrant engages  in  the
          custom   compounding  of  rubber   materials   to   the
          specifications  of  manufacturers  of  rubber  products
          throughout North America.

                Through its color businesses, M. A. Hanna  Color,
          Hanna  Polimeros,  Victor  International  Plastics  and
          Wilson   Color,  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 and Wilson Color  also
          produce specialty colorants and additives for the  wire
          and cable industry worldwide.

               (b)  Distribution

                 Through  its  M.  A.  Hanna  Resin  Distribution
          business unit, 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.

          Other Operations

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

                Registrant  also  engages in  the  management  of
          marine terminals.

               Net sales and operating revenues from Registrant's
          operations  outside  the  polymers  industry   do   not
          individually   constitute  10  percent   or   more   of
          Registrant's consolidated revenues.

(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  processing  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 is 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  compounder  of plastics in  North  America  in
          terms of pounds produced.

                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 distribution 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.

                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.

(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  6,068  persons  at  its
          consolidated operations (5,695 in 1995).

(d) (1)           See    information    regarding    Registrant's
          international  operations at page  29  of  Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year  ended December 31, 1996,  which  page  is
          incorporated herein by this reference.

      (2)        The   international  operations  in  which   the
          Registrant  and its subsidiaries have equity interests,
          and   the   investments  of  the  Registrant  and   its
          subsidiaries  in such companies, 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 and M. A. Hanna
Resin  Distribution business units lease floor space  at  various
locations  within  the  United States.   They  are  used  by  the
regional  branches  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  for  regional  branches 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         (Chase Elastomer)       2001


Kennedale,         M. A. Hanna Rubber     Owned            80,000
  Texas            (Chase Elastomer)


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          29,175
  Michigan          (headquarters)          1998


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

Fresno,             Cadillac Plastic       Leased          50,960
  California        (area distribution      2007
                    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,          Southwest Chemical     Owned          156,174
  South Carolina    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


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


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


Gardena,            M. A. Hanna Color      Owned           46,652
  California


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


Buford,             M. A. Hanna Color      Leased          73,300
  Georgia                                   1997


Neshanic Station    M. A. Hanna Color      Leased         123,000
  New Jersey                               1997(closing
                                           1997)

Bethlehem,          M. A. Hanna Color      Owned           58,672
  Pennsylvania                             (opening
                                           1997)


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


Toluca,             Hanna Polimeros        Owned           22,000
  Mexico


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             1997            88,000
                    Materials              1998            44,120


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


North Ridgeville,   M. A. Hanna            Leased          40,750
  Ohio              Thermoplastic          1999
                    Elastomers


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,         Wilson Color           Owned           46,285
(Paris)
  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)


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


Charlotte,          Compounding            Leased          20,100
  North Carolina    Technology, Inc.       1997


Jurong,             Compounding            Leased          43,000
  Singapore         Technology, Inc.       1999


Saint Etienne,      Compounding            Owned           35,000
  France            Technology, Inc.

Pu Dong             Hanna Wilson           Owned           30,400
(Shanghai),         Polymer                (opening
  China                                    1997)



      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  716 million pounds of compounded rubber  products,
921   million   pounds   of  compounded  plastic   products   and
approximately  251 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 (in pounds) 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  designated  as  Superfund  sites.
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 liquidity, results of operations  or
financial position.


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, 1997,
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:


M. D. Walker                   Chairman.   Chairman  and   Chief
  Age - 64                     Executive Officer, September 1986
                               to  December 31, 1996;  Chairman,
                               January 1, 1997 to date.




D. J. McGregor                 President   and  Chief  Executive
  Age - 56                     Officer.   President  and   Chief
                               Operating  Officer, May  1989  to
                               December 31, 1996; President  and
                               Chief  Executive Officer  January
                               1, 1997 to date.




L. L. Beach                    Vice  President, Human Resources.
  Age - 52                     Vice  President, Human  Resources
                               of  Kraft USA (1989-1991) and  of
                               Kraft     Foods     International
                               (manufacturer and distributor  of
                               consumer products) 1991 to  April
                               1995.    Vice  President,   Human
                               Resources   of  the   Registrant,
                               April 1995 to present.




M. S. Duffey                   Vice    President    and    Chief
  Age - 42                     Financial Officer. 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. Vice President  and
                               Chief  Financial  Officer  August
                               1996 to date.

G. W. Henry                    Vice   President,   International
  Age - 51                     Operations.   Vice  President   -
                               Marine   Services   and   Special
                               Projects,   1990  -  1992;   Vice
                               President  - Operations,  1992  -
                               1994;       Vice       President,
                               International Operations, 1994 to
                               date.




J. S. Pyke, Jr.                Vice  President, General  Counsel
  Age - 58                     and  Secretary.  Secretary,  1973
                               to  date; Vice President, 1979 to
                               date.




D. R. Schrank                  Vice  President,  North  American
  Age - 48                     Plastics Operations. 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 date.




C. R. Sachs                    Treasurer.   Treasurer   Outboard
  Age - 44                     Marine  Corporation (manufacturer
                               of  recreational boats and marine
                               engines) 1992-1996.  Treasurer of
                               the  Registrant, August  1996  to
                               date.



T. E. Lindsey                  Controller. July 1990 to date.
  Age - 46

                             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 34 and Shareowner Information at the bottom of
          page  35  of Registrant's Annual Report distributed  to
          stockholders  for  the fiscal year ended  December  31,
          1996,  which  tables and information  are  incorporated
          herein by this reference.


ITEM 6.   SELECTED FINANCIAL DATA

          See  Selected Financial Data at page 35 of Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year  ended December 31, 1996,  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 36 through 37 of Registrant's Annual  Report
          distributed to stockholders for the fiscal  year  ended
          December 31, 1995, which pages are incorporated  herein
          by this reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          See  pages  21  through 34 and page 38 of  Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year ended December 31, 1996, 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 20, 1997, 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 20, 1997, which
          paragraph is incorporated herein by this reference.

ITEM 11.  EXECUTIVE COMPENSATION

          See  the section captioned "Executive Compensation"  at
          pages  5  through  14 of Registrant's definitive  proxy
          statement  distributed to stockholders dated March  20,
          1997,  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 20, 1997 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
          20,   1997  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
     herewith.

     (b)   Registrant's by-laws (as amended and  restated  as  of
     March  2,  1988, and currently in effect), filed as  Exhibit
     3(d)  to  Registrant's Annual Report on Form  10-K  for  the
     fiscal  year ended December 31, 1987 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.



     *(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.
     Also  (i)  Employment Agreement dated as  of  September  27,
     1993, between D. R. Schrank and Registrant, filed as Exhibit
     (a)  to  Registrant's Quarterly Report on Form 10-Q for  the
     quarter ended September 30, 1993, and incorporated herein by
     this reference; and (ii) Employment Agreement dated March 1,
     1993 between D. J. McGregor and Registrant, filed as Exhibit
     10(g)  to  Registrant's Annual Report on Form 10-K  for  the
     fiscal year ended December 31, 1993, and incorporated herein
     by this reference.

     *(e)  Description of Directors' compensation and  retirement
     plan,   set  forth  in  the  section  captioned  "Directors'
     Compensation"  on  pages  12  through  13  of   Registrant's
     definitive  proxy  statement  dated  March  20,   1996,   as
     distributed  to  stockholders and filed with the  Commission
     pursuant  to  Regulation 14A, which section is  incorporated
     herein   by  this  reference.   Also,  1995  Amendments   to
     Directors'  Deferred  Fee  Plan,  filed  as  Exhibit  B   to
     Registrant's  definitive  proxy  statement  distributed   to
     stockholders dated March 20, 1995 filed with the  Commission
     pursuant  to Regulation 14A, which Exhibit B 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, 1996, filed herewith.


(21) Subsidiaries of the Registrant, filed herewith.


(23) Consents 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, 1996, 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 30, 1997.


(b)  Since September 30, 1996, Registrant has filed no reports on
Form 8-K.


(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 20, 1997      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 20, 1997      By   /s/D. J. McGregor
                                   D. J. McGregor
                                   President and Chief Executive
                                   Officer (Principal Executive
                                   Officer) and Director




Date:     March 20, 1997      By    /s/M. S. Duffey
                                    M. S. Duffey
                                    Vice President and Chief
                                    Financial Officer
                                    (Principal Financial Officer)



Date:     March 20, 1997     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
     T. E. Lindsey                 G. D. Kirkham, Director
     Attorney-In Fact

                                   M. L. Mann, Director


                                   R. W. Pogue, Director

Date: March 20, 1997
                                   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, 1996, are incorporated  herein  by
reference in Item 8:

     Summary of accounting policies
     Consolidated balance sheets - December 31, 1996 and 1995
     Consolidated statements of income, stockholders' equity
         and cash flows - years ended Decmber 31, 1996, 1995
         and 1994
     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


January 29, 1997


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

Our audits of the consolidated financial statements referred
to in our report dated January 29, 1997 appearing in the 1996
Annual Report to Shareholders 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 as of
December 31, 1996 and 1995 and for the years then ended
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





                             F-2



               Report of Independent Auditors


Board of Directors
M.A. Hanna Company

We  have  audited  the  consolidated  statements  of  income,
stockholders'  equity, and cash flows of M.A.  Hanna  Company
and subsidiaries for the year ended  December 31, 1994 listed
in  the  Index  of  Item 14(a)(1) and (2).   Our  audit  also
included the financial statement schedule listed in the Index
at  Item  14(a)(1) and (2).  These financial  statements  and
schedule  are the responsibility of the Company's management.
Our   responsibility  is  to  express  an  opinion  on  these
financial statements and schedule based on our audit.

We  conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform  the  audit  to  obtain  reasonable  assurance  about
whether   the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test  basis,
evidence  supporting  the  amounts  and  disclosures  in  the
financial  statements.  An audit also includes assessing  the
accounting principles used and significant estimates made  by
management,  as  well  as evaluating  the  overall  financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In   our   opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material  respects,
the consolidated results of operations and cash flows of M.A.
Hanna  Company  and subsidiaries for the year ended  December
31,  1994,  in conformity with generally accepted  accounting
principles.   Also,  in  our opinion, the  related  financial
statement schedule, when considered in relation to the  basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.



                                     /s/  Ernst & Young LLP
                                          ERNST & YOUNG LLP


Cleveland, Ohio
January 31, 1995





                             F-3





            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

            M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES

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


<S>                                           <C>                   <C>               <C>                  <C>
Year ended December 31, 1996:
    Deducted from asset accounts:
        Allowance for doubtful accounts       $11,034,000           $3,362,000        $934,000 (a)         $7,758,000 (b)

Year ended December 31, 1995:
    Deducted from asset accounts:
        Allowance for doubtful accounts       $11,346,000           $2,480,000                             $2,792,000  (b)


Year ended December 31, 1994:
    Deducted from asset accounts:
        Allowance for doubtful accounts       $ 9,993,000           $3,250,000        $531,000  (a)        $2,428,000  (b)





              COL. A                        COL. E


                                         Balance at End
            DESCRIPTION                    of Period


<S>                                       <C>
Year ended December 31, 1996:
    Deducted from asset accounts:
        Allowance for doubtful accounts  $ 7,572,000

Year ended December 31, 1995:
    Deducted from asset accounts:
        Allowance for doubtful accounts  $11,034,000


Year ended December 31, 1994:
    Deducted from asset accounts:
        Allowance for doubtful accounts  $11,346,000



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

</TABLE>



                                  F-4