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, 1995              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 16, 1996:  $1,019,678,689.00.

      Common Shares outstanding as of February 16, 1996:   34,712,466.

<PAGE>
                     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, 1996, 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, 1995,
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 1995
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, 1995, the end of the
Registrant's last fiscal year.



                                    PART I



ITEM 1.     BUSINESS


(a)         Acquisitions and Dispositions


                  On May 25, 1995, the Registrant sold its remaining
            8.14 percent equity interest in Iron Ore Company of
            Canada ("IOC") to IOC.  With mining and processing
            operations in Newfoundland and ore loading facilities in
            Quebec, IOC sells iron ore concentrates and pellets to
            major steel plants in North America, Europe and Asia.
            The Registrant will continue to act as the managing agent
            of IOC through December 31, 1996.


                  On June 6, 1995, the Registrant completed the
            previously announced sale of its Day International, Inc.
            subsidiary, based in Dayton, Ohio.  Day International,
            Inc., with annual sales of $120 million, produced highly
            engineered printing blankets for offset printing presses,
            as well as aprons, cots and other consumable parts used
            in the textile industry.

<PAGE>
                  In January 1995 the Registrant merged its Bruck
            Plastics Company, Fiberchem, Inc. and Plastic
            Distributing Corporation business units, to form M. A.
            Hanna Resin Distribution, headquartered in Lemont,
            Illinois.  In June 1995, the Registrant announced the
            merger of its Allied Color Industries, Inc., PMS
            Consolidated, Inc. and Wilson Color, Inc. business units
            into a single unit named M. A. Hanna Color, headquartered
            in Suwanee, Georgia.  And in October 1995, the Registrant
            announced the merger of its Burton Rubber Processing,
            Inc. and Colonial Rubber Works, Inc. business units to
            form a single unit named M. A. Hanna Rubber Compounding,
            with headquarters in Chagrin Falls, Ohio.

                  On January 4, 1996, the Registrant announced that it
            had entered into an agreement with Suzhou Plastic Factory
            #1 ("SPF1") to form a plastics compounding joint venture
            in Suzhou, Jiangsu Province, China, about 60 miles west
            of Shanghai.   The joint venture, to be known as Hanna Su
            Xing Plastics Compounding (Suzhou) Company Limited, will
            be housed in a new facility with 13 million pounds of
            annual capacity, to be built in 1996 and to be operated
            by approximately 65 associates, including management
            transferred from SPF1's existing compounding operations.
            The joint venture's primary products will be
            polypropylene, nylon and ABS compounds for the automotive
            and appliance markets.

                  On January 26, 1996, the Registrant completed its
            previously announced tender offer for the shares of
            CIMCO, Inc., a producer of thermoplastic compounds and
            plastic components based in Costa Mesa, California.  A
            total of 2,896,412, or approximately 97.4 percent of all
            outstanding shares of CIMCO stock, were tendered in
            response to the $10.50 per share offer, and the balance
            of the shares were acquired by cash offer.  The
            Registrant had previously announced its intention to sell
            CIMCO's plastic components business, and to retain its
            plastic compounding business, Compounding Technology,
            Inc.  ("CTi"), with plants in Singapore, Corona,
            California, and Charlotte, North Carolina and a fourth
            plant under construction in France.

                  On March 14, 1996, the Registrant announced that it
            had reached an agreement to acquire Victor International
            Plastics, Ltd., a leading producer of color masterbatch
            in the United Kingdom, from Rexam, Plc.  Victor
            International Plastics has annual sales of more than $50
            million, has 55 million pounds of capacity and serves the
            injection and blow molding end markets.  It employs 180
            associates at its three operations in London, Manchester
            and Coventry, England.
<PAGE>

(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, 1995,
            which page is incorporated herein by this reference.


(c)
      (1)(i)

            Formulated Polymers

                  (a) Processing


                  The Registrant, through its Bergmann, CTi, DH
            Compounding, M.A. Hanna Engineered Materials, M. A. Hanna
            Rubber Compounding, MACH-I Compounding, M. A. Hanna
            Thermoplastic Elastomers, and Southwest Chemical Services
            business units, engages in the custom compounding of
            plastic and rubber materials to the  specifications of
            manufacturers of plastic and rubber products for
            customers located throughout North America, Europe and
            Asia.

                  Through its M. A. Hanna Color, Hanna Polimeros,
            Synthecolor and Wilson Color business units, 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 and Wilson Color also
            produce specialty colorants and additives for the
            automobile, vinyl siding and textile industries and for
            the wire and cable industry, respectively.


                  (b)  Distribution

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

                  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.

<PAGE>
            Other Operations


                  Through its Colonial 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, management of an iron ore mine in Quebec,
            Canada, and insurance services.

                  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 processing segment the primary raw
            materials required are natural and synthetic rubbers,
            plastics, and chemicals, all of which are available in
            adequate supply.  The primary raw materials required by
            Registrant's color and additive concentrate units are
            plastics, 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 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 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.

<PAGE>

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

                  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 5,695 persons at its consolidated
            operations (6,799 in 1994) and manages operations for
            others that employ 2,302 persons (2,245 in 1994).

(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, 1995, 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.

<PAGE>

ITEM 2.  PROPERTIES

      The table below sets forth the principal plants and properties
owned or leased by the Registrant's formulated polymers 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.

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

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

Macedonia,              MACH-1                  Owned        87,000
 Ohio                   Compounding
_________________________________________________________________

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               1996
_________________________________________________________________

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

<PAGE>

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

Greenville,             M. A. Hanna Color       Owned        65,000
 South Carolina
_________________________________________________________________

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       50,000
 California                                       1998
_________________________________________________________________

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

Troy,                   Cadillac Plastic        Leased       29,175
 Michigan               (headquarters)            1998
_________________________________________________________________

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

Seattle,                M. A. Hanna Resin       Leased       79,000
 Washington             Distribution              2005
_________________________________________________________________

Kingstree,              M. A. Hanna Rubber      Owned       156,174
 South Carolina         Compounding
_________________________________________________________________

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

<PAGE>

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

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
_________________________________________________________________

<PAGE>

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

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

Milford,                M. A. Hanna Color       Leased       20,600
 New Hampshire                                    2000
_________________________________________________________________

Toluca,                 Hanna Polimeros         Owned        22,000
 Mexico
_________________________________________________________________

LaPorte,                Southwest Chemical      Owned       200,000
 Texas                  Services, Inc.
_________________________________________________________________

Ayer,                   M. A. Hanna Resin       Leased       82,000
 Massachusetts          Distribution              2000
_________________________________________________________________

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              1998
_________________________________________________________________

Neshanic Station,       M. A. Hanna Color       Leased      123,000
 New Jersey                                       1997
_________________________________________________________________

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
_________________________________________________________________

<PAGE>

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


Bendorf,                Wilson Color            Owned        72,086
 Germany
_________________________________________________________________

Angered,                Wilson Color            Owned        22,259
 Sweden
_________________________________________________________________

Paris,                  Synthecolor             Owned        46,285
 France                                         Leased       16,146
_________________________________________________________________

Gaggenau,               Bergmann                Owned       241,114
 Germany
_________________________________________________________________

Barbastro,              Polibasa (Bergmann)     Owned        71,042
 Spain
_________________________________________________________________

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

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

Singapore               Compounding             Leased       43,000
                        Technology, Inc.          1996
_________________________________________________________________


      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 700 million pounds of compounded rubber products, 825
million pounds of compounded plastic products and over 235 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.

<PAGE>

      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 90 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 business 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, 1996, 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 and Chief Executive
 Age - 63                           Officer.  Chairman and Chief
                                    Executive Officer, September 1986 to
                                    date; President, December 1988 -
                                    May 1989.


<PAGE>




D. J. McGregor                      President and Chief Operating
 Age - 55                           Officer.  Senior Vice President-
                                    Operations of the Registrant, March
                                    1988 - September 1988; Executive
                                    Vice President, September 1988 -
                                    May 1989; President and Chief
                                    Operating Officer, May 1989 to date.



L. L. Beach                         Vice President, Human Resources.
 Age - 51                           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.



S. P. Chong                         Vice President-Total Quality
 Age - 53                           Planning & Technical Services.  Vice
                                    President-Technical Services, 1986 -
                                    May 1990; Vice President Total
                                    Quality Planning & Technical
                                    Services, May 1990 to date.



M. S. Duffey                        Vice President, Chief Financial
Age - 41                            Officer and Treasurer.  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. (world-wide
                                    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 date.


<PAGE>


G. W. Henry                         Vice President, International
Age - 50                            Operations.  Comptroller, 1985 -
                                    July 1990; Vice President, 1987 -
                                    July 1990; Vice President - Marine
                                    Services and Special Projects, July
                                    1990 - February 1992; Vice President
                                    - Operations, February 1992 -
                                    October 1994; Vice President,
                                    International Operations, October
                                    1994 to date.



J. S. Pyke, Jr.                     Vice President, General Counsel
 Age - 57                           and Secretary.  Secretary, 1973 to
                                    date; Vice President, 1979 to date.



D. R. Schrank                       Vice President, North American
 Age - 47                           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 of the Registrant's North
                                    American Plastics Operations, April
                                    1995 to date.



T. E. Lindsey                       Controller.  Assistant Controller
 Age - 45                           of the Registrant 1987 to July 1990;
                                    Controller, July 1990 to date.

<PAGE>

                                   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 Stock Information at page 35 of Registrant's
            Annual Report distributed to stockholders for the fiscal
            year ended December 31, 1995, 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, 1995, 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 38 of Registrant's Annual Report
            distributed to stockholders for the fiscal year ended
            December 31, 1995, which pages and section are
            incorporated herein by this reference.



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

            See Registrant's current report on Form 8-K/A dated
            March 8, 1995, which report is incorporated herein by
            this reference.

<PAGE>

                                   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, 1996, 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.


ITEM 11.    EXECUTIVE COMPENSATION

            See the section captioned "Executive Compensation" at
            pages 5 through 12 of Registrant's definitive proxy
            statement distributed to stockholders dated March 20,
            1996, 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 4 of Registrant's
            definitive proxy statement distributed to stockholders
            dated March 20, 1996 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,
            1996 filed with the Commission pursuant to Regulation
            14A, which table and footnotes are incorporated herein by
            this reference.

<PAGE>

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):


(2)  Plan of Disposition.


      Stock Purchase Agreement , dated April 11, 1995, as amended,
      by and among Day International Group, Inc. (formerly known as
      Day International Holdings Inc.), Cadillac Plastic Group, Inc.
      and Registrant, filed as Exhibit 1 to Registrant's current
      report on Form 8-K dated June 21, 1995, and incorporated
      herein by this reference.


(3)  Articles of Incorporation and By-laws.

      (a)   Registrant's Articles of Incorporation (as restated as of
      November 13, 1989, and currently in effect), filed as Exhibit
      3(b) to Registrant's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1989, and incorporated herein by this
      reference.

      (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.

<PAGE>

 (4) Instruments Defining the Rights of Security Holders:

      (a)   Rights Agreement, dated December 4, 1991, between the
      Registrant and Ameritrust Company National Association, filed
      as Exhibit 4.1 to Registrant's Form 8-K dated December 4,
      1991, and incorporated herein by this reference.

      (b)   Credit Agreement, dated June 30, 1994 between the
      Registrant, Citibank, 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%
      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)  The Restated 1979 Executive Incentive Compensation Plan
      of the Registrant, filed as Exhibit 5 to the Form S-8
      Registration Statement No. 2-70755 filed with the Commission
      on February 19, 1981 and incorporated herein by this
      reference, and amendment to the Plan, as ratified and approved
      by Registrant's stockholders on October 3, 1983, filed as
      Exhibit 10(c) to Registrant's Form 10-K for the fiscal year
      ended December 31, 1983 and incorporated herein by this
      reference.  Also amendment to the Plan as approved by
      Registrant's stockholders on May 1, 1985, filed as Exhibit
      10(c) to Registrant's Form 10-K for the fiscal year ended
      December 31, 1985 and incorporated herein by this reference.

<PAGE>

      *(b)  Forms of 1985 Stock Option Agreement, 1985 Grant of
      Appreciation Rights and 1985 Grant of Performance Rights under
      the 1979 Executive Incentive Compensation Plan, filed as
      Exhibit 10(g) to Registrant's Form 10-K for the fiscal year
      ended December 31, 1985 and incorporated herein by this
      reference.

      *(c)  Forms of 1987 Stock Option Agreement, 1987 Grant of
      Appreciation Rights and 1987 Grant of Performance Rights under
      the 1979 Executive Incentive Compensation Plan, filed as
      Exhibit 10(e) to Registrant's Annual Report on Form 10-K for
      the fiscal year ended December 31, 1986, and incorporated
      herein by this reference.

      *(d) 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, and forms of 1991 Stock Option
      Agreement, 1991 Grant of Appreciation Rights, 1991 Grant of
      Long Term Incentive Units, and 1991 Stock Option Agreement
      with non-employee directors of Registration, 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 forms of 1992 Stock Option Agreement and 1992 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, 1992, 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.

      *(e)  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.

<PAGE>

      *(f)  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.


      *(g)  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.


      *(h)  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.


      *(i) 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.


      *(j) 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.

<PAGE>

      *(k)  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, 1995, filed herewith.

(16) Letter regarding Change in Certifying Accountants, filed as
Exhibit (16) to Registrant's current report on Form 8-K/A dated
March 8, 1995 and incorporated herein by this reference.

(21)  Subsidiaries of the Registrant, filed herewith.

(23)  Consent of Independent Auditors, 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
auditors) pursuant to Form 11-K and Rule 15d-21 for the year ended
December 31, 1995, 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 28, 1996.


(b)   Since September 30, 1995, 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. <PAGE>

<PAGE>

      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 22, 1996         By   /s/J. S. Pyke, Jr.
                                    J. S. Pyke, Jr.
                                    Vice President, General Counsel
                                     and Secretary



            Pursuant to the requirements of the Securities 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 22, 1996         By   /s/M. D. Walker
                                    M. D. Walker, Chairman and Chief
                                    Executive Officer (Principal
                                    Executive Officer) and Director




Date:  March 22, 1996         By   /s/M. S. Duffey
                                    M. S. Duffey, Vice President,
                                    Chief Financial Officer and
                                    Treasurer
                                    (Principal Financial Officer)



Date:  March 22, 1996         By   /s/T. E. Lindsey
                                    T. E. Lindsey, Controller
                                    (Principal Accounting Officer)


<PAGE>



                                          B. C. Ames, Director


                                          C. A. Cartwright, Director


                                          W. R. Embry, Director


                                          J. T. Eyton, Director


By /s/T. E. Lindsey                       G. D. Kirkham, Director
   T. E. Lindsey
   Attorney-in-Fact
                                          M. L. Mann, Director

Date: March  22, 1996
                                          D. J. McGregor, Director


                                          R. W. Pogue, 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, 1995, are incorporated  herein  by
reference in Item 8:

     Summary of accounting policies
     Consolidated balance sheets - December 31, 1995 and 1994
     Consolidated statements of income, stockholders' equity
     and cash flows - years ended December 31, 1995, 1994 and
     1993

     Notes to financial statements

The  following  consolidated financial information,  together
with the report of the independent accounts, 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
<PAGE>
            Report of Independent Accountants on
                Financial Statement Schedule






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

Our audit of the consolidated financial statements referred
to in our report dated January 29, 1996 appearing in the 1995
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, 1995 and for the year 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


Cleveland, Ohio
January 29, 1996




                             F-2



<PAGE>

                 Report of Independent Auditors


Board of Directors
M.A. Hanna Company

We  have  audited the consolidated balance sheet  of  M.A.  Hanna
Company and subsidiaries as of December 31, 1994, and the related
consolidated statements of income, stockholders' equity, and cash
flows for each of the two years then ended listed in the Index at
Item  14(a)(1)  and (2).  Our audits 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
audits.

We  conducted  our  audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial  position  of M.A. Hanna Company  and  subsidiaries  at
December  31, 1994 and the consolidated results of its operations
and  its  cash  flows for each of the two years  then  ended,  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




Cleveland, Ohio
January 31, 1995





                               F-3

<PAGE>

<TABLE>
            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

           M. A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES


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

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

Year ended December 31, 1994:
    Deducted from asset accounts:
        Allowance for doubtful accounts            $9,993,000           $3,250,000        $531,000  <F1>


Year ended December 31, 1993:
    Deducted from asset accounts:
        Allowance for doubtful accounts            $7,233,000           $3,647,000        $188,000  <F1>
                                                                                        $1,321,000  <F2>







                    COL. A                            COL. D                COL. E


                  DESCRIPTION                                            Balance at End
                                                 Deductions - Describe     of Period

<S>                                                <C>                    <C>
Year ended December 31, 1995:
    Deducted from asset accounts:
        Allowance for doubtful accounts            $2,792,000  <F3>       $11,034,000

Year ended December 31, 1994:
    Deducted from asset accounts:
        Allowance for doubtful accounts            $2,428,000  <F3>       $11,346,000


Year ended December 31, 1993:
    Deducted from asset accounts:
        Allowance for doubtful accounts            $2,396,000  <F3>        $9,993,000



<FN>
 <F1>  Reserves of companies acquired.
 <F2>  Charge included in income(loss) from discontinued operations.
 <F3>  Uncollectible amounts written off.
</FN>



                                         F-4
</TABLE>

<PAGE>
                                                                  EXHIBIT 11
<TABLE>

                        M.A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES

                            COMPUTATION OF EARNINGS PER SHARE

<CAPTION>
                                                                      Year Ended December 31
                                                             1995              1994              1993
                                                           (Dollars in thousands except per share data)
<S>                                                      <C>               <C>               <C>
Primary
    Income from continuing operations
        before extraordinary charge                      $     56,702      $     37,004      $     21,297
    Income(loss) from discontinued operations                  45,337             9,970           (19,279)
    Extraordinary charge                                            -            (3,680)                -
            Net income                                   $    102,039      $     43,294      $      2,018

    Average common shares outstanding                      31,007,977        30,865,775        29,777,668
    Net effect of dilutive stock options
        and stock warrants - based on treasury
        stock method using average market price                     -   *             -   *     1,052,105
    Total                                                  31,007,977        30,865,775        30,829,773

    Income(loss) per share
        Continuing operations                            $       1.83      $       1.20      $        .69
        Discontinued operations                                  1.46               .32              (.62)
        Extraordinary charge                                        -              (.12)                -
            Net income                                   $       3.29      $       1.40      $        .07

Fully diluted
    Income from continuing operations
        before extraordinary charge                      $     56,702      $     37,004      $     21,297
    Income(loss) from discontinued operations                  45,337             9,970           (19,279)
    Extraordinary charge                                            -            (3,680)                -
            Net income                                   $    102,039      $     43,294      $      2,018

    Average common shares outstanding                      31,007,977        30,865,775        29,777,668
    Net effect of dilutive stock options
        and stock warrants - based on treasury
        stock method using the year-end market
        price if higher than average market price             687,070           598,942         1,394,322
    Total                                                  31,695,047        31,464,717        31,171,990

    Income(loss) per share
        Continuing operations                            $       1.79      $       1.18      $        .68
        Discontinued operations                                  1.43               .32              (.62)
        Extraordinary charge                                        -              (.12)                -
                                                         $       3.22      $       1.38      $        .06


*   Not significant in 1995 and 1994.

</TABLE>


                                                           EXHIBIT 13
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
M.A. Hanna Company and Consolidated Subsidiaries
<TABLE>
<CAPTION>
                                                             Year Ended December 31
Dollars in thousands except per share data              1995            1994            1993
<S>                                                  <C>             <C>             <C>
Net Sales                                            $1,901,954      $1,719,356      $1,412,071

Costs and Expenses
    Cost of goods sold                                1,552,643       1,393,036       1,146,191
    Selling, general and administrative                 218,823         213,318         179,228
    Other income                                        (15,979)         (4,066)         (5,016)
    Other expense                                         7,399           9,839           9,750
    Interest on debt                                     26,278          28,549          32,258
    Amortization of intangibles                          13,969          12,458          12,006
                                                      1,803,133       1,653,134       1,374,417
Income from Continuing Operations Before
  Income Taxes and Extraordinary Charge                  98,821          66,222          37,654

    Income taxes                                         42,119          29,218          16,357
Income from Continuing Operations
  Before Extraordinary Charge                            56,702          37,004          21,297

    Income(loss) from discontinued operations            45,337           9,970         (19,279)

    Extraordinary charge                                      -          (3,680)              -

Net Income                                           $  102,039      $   43,294      $    2,018


Net Income Per Share
      Primary
        Continuing operations                        $     1.83      $     1.20      $      .69
        Discontinued operations                            1.46             .32            (.62)
        Extraordinary charge                                  -            (.12)              -
        Net income                                   $     3.29      $     1.40      $      .07

      Fully diluted
        Continuing operations                        $     1.79      $     1.18      $      .68
        Discontinued operations                            1.43             .32            (.62)
        Extraordinary charge                                  -            (.12)              -
        Net income                                   $     3.22      $     1.38      $      .06


See summary of accounting policies and notes to consolidated financial statements

</TABLE>

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
M. A. Hanna Company and Consolidated Subsidiaries




<TABLE>
<CAPTION>
                                                              Year Ended December 31
Dollars in thousands                                      1995         1994         1993
<S>                                                     <C>          <C>          <C>

Cash Provided from (Used for) Operating Activities
  Net income                                            $102,039     $ 43,294     $  2,018
  Discontinued operations                                  4,797       13,910       41,345
  Depreciation and amortization                           47,241       41,904       38,182
  Companies carried at equity:
    Income                                                (6,459)      (6,112)      (4,286)
    Dividends received                                     8,213        7,033        5,729
  Changes in operating assets and liabilities:
    Receivables                                          (23,212)     (40,103)     (10,531)
    Inventories                                          (10,934)     (31,145)      (9,239)
    Prepaid expenses                                      (2,031)         725        1,774
    Trade payables and accrued expenses                    4,066       74,895       10,452
  Gain from sales of assets                              (84,427)           -       (1,730)
  Restructuring payments                                 (17,289)     (10,540)     (16,594)
  Other                                                   11,911       12,664       10,730
  Extraordinary charge                                         -        6,034            -
      Net operating activities                            33,915      112,559       67,850

Cash Provided from (Used for) Investing
  Activities
  Capital expenditures                                   (55,885)     (46,982)     (23,379)
  Acquisitions of businesses, less cash acquired               -      (53,331)     (28,803)
  Acquisition payments                                    (2,969)      (4,106)      (3,410)
  Sales of assets                                        223,500       13,874        7,127
  Investments in associated and other companies           (4,775)           -            -
  Return of cash from associated and other companies       1,367        8,805            -
  Purchase of short-term securities                      (69,703)           -       (5,061)
  Sale of short-term securities                           69,703        5,061       25,702
  Other                                                   (7,211)         445       (2,000)
      Net investment activities                          154,027      (76,234)     (29,824)

Cash Provided from (Used for) Financing
  Activities
  Purchase of common stock warrants                            -            -      (27,500)
  Cash dividends paid                                    (16,962)     (15,688)     (14,003)
  Proceeds from the sale of common stock                   1,996       14,165       14,582
  Purchase of shares for treasury                        (24,969)      (1,472)           -
  Increase in debt                                        57,458      131,649       12,228
  Reduction in debt                                     (118,622)    (179,879)     (39,144)
      Net financing activities                          (101,099)     (51,225)     (53,837)

  Effect of exchange rate changes on cash                  1,287          360         (821)

Cash and Cash Equivalents
  Increase(decrease)                                      88,130      (14,540)     (16,632)
  Beginning of year                                       23,105       37,645       54,277

  End of year                                           $111,235     $ 23,105     $ 37,645

Cash Paid During Year
  Interest                                              $ 26,724     $ 30,114     $ 33,001
  Income taxes                                            85,830       19,927       19,165



See summary of accounting policies and notes to consolidated financial statements


</TABLE>

<PAGE>

CONSOLIDATED BALANCE SHEETS
M. A. Hanna Company and Consolidated Subsidiaries

<TABLE>
<CAPTION>


                                                          December 31
Dollars in thousands                                   1995         1994
<S>                                                 <C>          <C>

Assets

  Current Assets
    Cash and cash equivalents                       $  111,235   $   23,105

    Receivables
      Trade (less allowance of $11,034 in 1995
        and $11,346 in 1994)                           258,274      236,737
      Other                                              9,742       10,379
                                                       268,016      247,116
    Inventories
      Finished products                                126,411      116,718
      Raw materials and supplies                        40,390       44,542
                                                       166,801      161,260

    Prepaid expenses                                     5,693        3,981
    Deferred income taxes                               22,867       26,938
    Net assets of discontinued operations                    -      103,215
        Total current assets                           574,612      565,615

  Property, Plant and Equipment
    Land                                                14,655       13,288
    Buildings                                           95,941       78,289
    Machinery and equipment                            282,718      250,966
                                                       393,314      342,543
    Less allowances for depreciation                   166,293      138,408
                                                       227,021      204,135
  Other Assets
    Goodwill and other intangibles                     321,778      330,757
    Investments and other assets                        73,067       79,803
    Deferred income taxes                               35,118       34,850
                                                       429,963      445,410

        Total assets                                $1,231,596   $1,215,160


Liabilities and Stockholders' Equity

  Current Liabilities
    Notes payable to banks                          $    1,328   $      931
    Trade payables and accrued expenses                333,176      335,877
    Current portion of long-term debt                      747          683
          Total current liabilities                    335,251      337,491

  Other Liabilities                                    179,580      173,888

  Long-term Debt
    Senior notes                                       227,270      235,770
    Other                                                4,717       53,099


  Stockholders' Equity
    Preferred stock, without par value:
      authorized 5,000,000 shares:
      issued 0 shares in 1995 and 132 shares in 1994         -            -
    Common stock, par value $1.00 per share:
      authorized 50,000,000 shares; issued
      43,274,273 shares in 1995 and 43,015,494
      shares in 1994                                    43,274       43,015
    Capital surplus                                    324,273      299,725
    Retained earnings                                  381,709      296,632
    Associates ownership trust (4,301,006
      shares in 1995 and 4,693,518 shares in 1994)    (121,363)    (111,471)
    Cost of treasury stock (8,631,355 shares
      in 1995 and 7,321,400 shares in 1994)           (137,181)    (103,731)
    Minimum pension liability adjustment                (7,522)      (7,262)
    Accumulated translation adjustment                   1,588       (1,996)
      Total stockholders' equity                       484,778      414,912

      Total liabilities and stockholders' equity    $1,231,596   $1,215,160




See summary of accounting policies and notes to consolidated financial statements


</TABLE>


<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
M. A. Hanna Company and Consolidated Subsidiaries

<TABLE>

Dollars in thousands except per share data
<CAPTION>

                                                                        Common                        Associates
                                                   Preferred  Common    Stock    Capital    Retained  Ownership   Treasury
                                                     Stock     Stock   Warrants  Surplus    Earnings    Trust      Stock
<S>                                                 <C>       <C>      <C>       <C>        <C>       <C>        <C>
Balance January 1, 1993                             $     -   $28,274  $14,621   $288,708   $280,420  $(111,221) $(102,379)
    Net income                                                                                 2,018
    Cash dividends - $.475 per share                                                         (14,003)
    Exercise of stock options                                     311               8,813                           (1,675)
    Sale of common stock (21,273 shares)                           21                 609
    Purchase of common stock warrants                                  (14,621)   (12,879)
    Payment of incentive compensation awards
        and associate benefits                                                      2,525                 8,260        569
    Acquisition of business                                                          (640)       591                   691
    Adjustment to market value                                                     12,253               (12,253)
    Minimum pension adjustment
    Translation adjustment

Balance December 31, 1993                                 -    28,606        -    299,389    269,026   (115,214)  (102,794)
    Net income                                                                                43,294
    Cash dividends - $.51 per share                                                          (15,688)
    Exercise of stock options                                      61               1,335                              (38)
    Purchase of shares for treasury                                                                                 (1,472)
    Sale of common stock (25,383 shares)                           25                 706
    Payment of incentive compensation awards
        and associate benefits                                                      3,115                13,246        573
    Three-for-two common stock split                           14,323             (14,323)
    Adjustment to market value                                                      9,503                (9,503)
    Minimum pension adjustment
    Translation adjustment

Balance December 31, 1994                                 -    43,015        -    299,725    296,632   (111,471)  (103,731)
    Net income                                                                               102,039
    Cash dividends - $.55 per share                                                          (16,962)
    Exercise of stock options                                     228               4,678                           (1,483)
    Purchase of shares for treasury                                                                                (33,008)
    Sale of common stock (30,502 shares)                           31                 755
    Payment of incentive compensation awards
        and associate benefits                                                        595                 8,628      1,041
    Adjustment to market value                                                     18,520               (18,520)
    Minimum pension adjustment
    Translation adjustment

Balance December 31, 1995                           $     -   $43,274  $     -   $324,273   $381,709  $(121,363) $(137,181)

                                                 Minimum
                                                 Pension      Accumulated      Total
                                                Liability     Translation   Stockholders'
                                                Adjustment    Adjustment       Equity
<S>                                               <C>             <C>         <C>
Balance January 1, 1993                           $     -         $ (480)     $397,943
    Net income                                                                   2,018
    Cash dividends - $.475 per share                                           (14,003)
    Exercise of stock options                                                    7,449
    Sale of common stock (21,273 shares)                                           630
    Purchase of common stock warrants                                          (27,500)
    Payment of incentive compensation awards
        and associate benefits                                                  11,354
    Acquisition of business                                                        642
    Adjustment to market value                                                       -
    Minimum pension adjustment                     (8,577)                      (8,577)
    Translation adjustment                                        (4,500)       (4,500)

Balance December 31, 1993                          (8,577)        (4,980)      365,456
    Net income                                                                  43,294
    Cash dividends - $.51 per share                                            (15,688)
    Exercise of stock options                                                    1,358
    Purchase of shares for treasury                                             (1,472)
    Sale of common stock (25,383 shares)                                           731
    Payment of incentive compensation awards
        and associate benefits                                                  16,934
    Three-for-two common stock split                                                 -
    Adjustment to market value                                                       -
    Minimum pension adjustment                      1,315                        1,315
    Translation adjustment                                         2,984         2,984

Balance December 31, 1994                          (7,262)        (1,996)      414,912
    Net income                                                                 102,039
    Cash dividends - $.55 per share                                            (16,962)
    Exercise of stock options                                                    3,423
    Purchase of shares for treasury                                            (33,008)
    Sale of common stock (30,502 shares)                                           786
    Payment of incentive compensation awards
        and associate benefits                                                  10,264
    Adjustment to market value                                                       -
    Minimum pension adjustment                       (260)                        (260)
    Translation adjustment                                         3,584         3,584

Balance December 31, 1995                         $(7,522)        $1,588      $484,778


See summary of accounting policies and notes to consolidated financial statements


</TABLE>

<PAGE>

SUMMARY OF ACCOUNTING POLICIES
Dollars in thousands except per share data


PRINCIPLES OF CONSOLIDATION

Majority-owned   subsidiaries  are   consolidated   in   the
financial   statements  and  all  significant   intercompany
accounts and transactions have been eliminated.

Investments  in  less  than  majority-owned  companies   are
carried  at  cost  adjusted for undistributed  earnings  and
losses since acquisition, or at cost.

REVENUE RECOGNITION

Revenues  are  recognized when a product  is  shipped  or  a
service is performed.

NET INCOME PER SHARE

Primary  net  income per share is computed by  dividing  net
income  by  the  average number of shares  of  common  stock
outstanding during the year.  Shares of common stock held by
the   Associates  Ownership  Trust  (AOT)  enter  into   the
determination  of  the average number of shares  outstanding
when   the  shares  are  released  from  the  AOT  to   fund
obligations under certain associate compensation and benefit
plans.  The effect of assuming the exercise of stock options
and  stock  warrants  (common  stock  equivalents)  was  not
significant in 1995 and 1994.

For fully-diluted net income per share, the number of shares
used  for primary net income per share are increased by  the
common stock equivalents which would arise from the exercise
of stock options and stock warrants.

CASH EQUIVALENTS AND SHORT-TERM SECURITIES

Cash  equivalents  are  highly liquid  investments  with  an
original  purchased maturity of three months or less.   Both
cash  equivalents and short-term securities  are  stated  at
cost, which approximates fair value.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the  Company
to  credit  risk are trade accounts receivable  and  foreign
exchange  contracts.   Concentration  of  credit  risk  with
respect to trade accounts receivable is limited due  to  the
large  number of customers comprising the Company's customer
base  and  their break down among many different  industries
and  geographical  locations.  The  Company  is  exposed  to
credit  risk  with respect to foreign exchange contracts  in
the  event of nonperformance by the counterparties to  these
financial    instruments,   which   are   major    financial
institutions.  The risk of incurring losses related to  this
credit risk is remote.

INVENTORIES

Inventories  are  stated at the lower  of  cost  or  market.
Domestic  inventories ($121,060) are valued  principally  by
the  last-in, first-out (LIFO) cost method.  Inventories  of
international subsidiaries are valued by the first-in, first-
out  (FIFO)  method.  The excess of current cost  over  LIFO
cost was $12,769 at December 31, 1995 and $9,937 at December
31, 1994.

PROPERTY, PLANT AND EQUIPMENT

Property,   plant   and  equipment  are  stated   at   cost.
Depreciation  is  computed principally by the  straight-line
method.  Estimated asset lives are:


      Building and improvements      20 - 40 years
      Machinery and equipment         5 - 10 years

Property items retired or otherwise disposed of are  removed
from  the  property and related allowance  for  depreciation
accounts, and any profit or loss is included in operations.

GOODWILL AND INTANGIBLES

Goodwill  is being amortized over 40 years by the  straight-
line method. Other intangibles ($21,174 net at December  31,
1995) are being amortized on a straight-line basis over 4 to
40 years.  Accumulated amortization at December 31, 1995 and
1994  was  $85,845 and $71,398 respectively.  In  1993,  net
goodwill  of $26,482 was written off in connection with  the
discontinuance of the elastomeric membrane roofing business.

The  carrying  value  of goodwill and other  intangibles  is
evaluated if circumstances indicate a possible impairment in
value.   If  undiscounted  cash  flows  over  the  remaining
amortization  period  indicate  that  goodwill   and   other
intangibles  may not be recoverable, the carrying  value  of
goodwill  and  other  intangibles will  be  reduced  by  the
estimated shortfall of cash flows on a discounted basis.

INCOME TAXES

Deferred tax liabilities and assets are determined based  on
the differences between financial reporting and tax basis of
assets  and  liabilities and are measured using the  enacted
tax   rate  and  laws  that  will  be  in  effect  when  the
differences are expected to reverse.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the reported financial
statements and the reported amounts or revenues and expenses
during the reporting period.  Actual results could differ from
those estimates.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
M. A. Hanna Company and Consolidated Subsidiaries


ACQUISITIONS

In December 1995, the Company announced it had entered into a
definitive merger agreement to acquire for $10.50  per  share
in  cash  all  of  the outstanding stock of  CIMCO,  Inc.,  a
producer  of  thermoplastic compounds and plastic components.
Consistent  with its strategy as an intermediary between  the
polymer  producer and end product manufacturer,  the  Company
intends  to  sell CIMCO's plastic components  business.   In
January 1996, the Company announced the successful completion
of its tender offer for the outstanding stock of CIMCO.

In  March 1994, the Company acquired certain assets of  North
Coast Compounders, a producer of thermoplastic elastomers and
other materials and in July 1994, acquired Th. Bergmann
Kunststoffwerk GmbH, one of Germany's largest producers  of
specialty  and reinforced compounds.  Both acquisitions  were
accounted  for  using the purchase method of  accounting  and
operations  from  the  respective dates  of  acquisition  are
included in the Consolidated Statements of Income.   Had  the
acquisitions been made at the beginning of 1994, reported pro
forma  results of operations for 1994 would not be materially
different.

DISCONTINUED OPERATIONS

In  December 1994, the Company adopted a plan to sell its Day
International  printing and textile business.   The  business
consists of the manufacturing of printing blankets and  other
consumable  supplies  for  the  printing  industry  and   the
manufacturing  of  engineered  consumable  supplies  for  the
textile  industry.  In April 1995, the Company  announced  it
had  entered  into  an  agreement to  sell  the  business  to
American   Industrial  Partners  Capital  Fund.    The   sale
consummated  on  June 6, 1995 with the Company  realizing  an
after-tax  gain  of  $40,254.  Had the  sale  consummated  on
January  1,  1994,  fully  diluted earnings  per  share  from
continuing operations would have been $1.85 and $1.26 for the
years ended December 31, 1995 and 1994, respectively.

In  November 1993, the Company reached an agreement  to  sell
its   elastomeric  membrane  roofing  business  to  Firestone
Building     Products     Company,     a     division      of
Bridgestone/Firestone, Inc.  The sale was consummated in  the
third  quarter of 1994, resulting in an additional charge  to
earnings  of  $1,828  ($1,115 after tax) for  costs  incurred
while  obtaining government antitrust clearance for the sale.
The Company recognized an after-tax charge of $30,000 in 1993
for  the  writeoff  of  goodwill  and  restructuring  charges
associated with the sale.

The  Company  received  $2,320 during 1993  representing  the
recovery  of  a  prepetition bankruptcy  claim  Colowyo  Coal
Company had against a customer. The Company sold its interest
in Colowyo in 1991.

Summary  operating  results of these discontinued  businesses
are as follows:


                                  1995      1994      1993

Net sales                        $55,454  $120,083   $148,699
Income from operations
  before income taxes            $ 9,075  $ 18,891   $ 17,051
Income taxes                       3,992     7,806      7,812
                                   5,083    11,085      9,239
Gain(loss) net of income taxes
  on disposal                     40,254    (1,115)   (28,518)
                                 $45,337  $  9,970   $(19,279)

At  December 31, 1994, net assets of discontinued  operations
consisted  of current assets of $31,724, current  liabilities
of  $18,015,  net  fixed assets of $26,942, other  noncurrent
assets of $72,155 and other noncurrent liabilities of $9,591.

INCOME TAXES

Income  taxes  from  continuing  operations  consist  of  the
following:

                                  1995      1994     1993


Current:
   Federal                       $26,311   $20,740  $ 9,205
   State                           4,541     4,664    2,660
   Foreign                         6,311     4,809    2,907
                                  37,163    30,213   14,772
Deferred:
   Federal                         3,704       110    2,730
   State                             497    (1,023)    (319)
   Foreign                           755       (82)    (826)
                                   4,956      (995)   1,585
                                 $42,119   $29,218  $16,357

<PAGE>

The  provision  for income taxes from continuing  operations
differs  from   the  amount computed by  applying  the  U.S.
statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
                                       1995             1994                1993
                                  Amount  Percent  Amount   Percent    Amount  Percent

<S>                               <C>      <C>     <C>       <C>       <C>      <C>
Provision at statutory tax rate   $34,587  35.0%   $23,178   35.0%     $13,179  35.0%
State income taxes                  3,274   3.3      2,367    3.6        1,528   4.1
Goodwill amortization               2,613   2.6      2,784    4.2        3,169   8.4
Change in income tax rate               -     -          -      -         (578) (1.5)
Utilization of capital loss
   and  tax credit carryforwards        -     -     (1,820)  (2.7)      (1,062) (2.8)
Other - net                         1,645   1.7      2,709    4.0          121    .2
                                  $42,119  42.6%   $29,218   44.1%     $16,357  43.4%
</TABLE>

Deferred  income taxes reflect the net effects of  temporary
differences  between  the carrying  amounts  of  assets  and
liabilities for financial reporting purposes and the amounts
used  for income tax purposes.  The Company has not provided
deferred  taxes  on undistributed earnings of  international
subsidiaries and joint ventures because it is not  practical
to  estimate the amount of tax payable associated  with  the
remittance of these earnings.

Significant components of the Company's deferred tax  assets
(liabilities) are as follows:

                                                   1995      1994


Basis  differences from purchase accounting      $(9,359)  $(13,705)
Depreciation                                     (14,186)   (13,665)
Other post-retirement benefits                    30,681     32,467
Associate benefits                                21,152     22,064
Restructuring and plant closedown costs            4,483      7,699
Environmental costs                                6,816      7,353
Inventory and receivable reserves                  6,256      6,734
Other                                             12,142     11,983
Tax credit carryforwards                               -        858
Capital loss carryforwards                             -     23,317
Valuation allowance                                    -    (23,317)
                                                 $57,985   $ 61,788


During  1995, the valuation allowance was reduced by $23,317
due  to  the  utilization of capital loss  carryforwards  in
discontinued  operations.  The valuation allowance  in  1994
was  increased  by  $375 due to increases  in  capital  loss
carryforwards  and reduced $1,820 due to the utilization  of
tax credit carryforwards.

Income  before income taxes includes $17,577,  $12,624,  and
$3,799  in 1995, 1994, and 1993, respectively, from  international
operations.

LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

                                          1995      1994

9% Senior Notes due 1998                $109,245  $117,745
9.375% Senior Notes due 2003             118,025   118,025
Credit agreements                              -    12,650
Other                                      5,464    41,132
                                         232,734   289,552
Less current portion                         747       683
                                        $231,987  $288,869



Annual  maturities of long-term debt for the next five  years
are:  1996--$747; 1997--$680; 1998--$109,950; 1999--$663  and
2000--$673.

On  June  30, 1994, the Company entered into a new  revolving
credit agreement with a group of financial institutions.  The
agreement provides for borrowings up to $200 million  through
June  1998 with interest rates determined at the time of  the
borrowing  based  on a choice of formulas  specified  in  the
agreement.   At  December 31, 1994, borrowings  supported  by
this  agreement were $12,650 at a rate of 6.70%.  There  were
no  borrowings  supported by this agreement at  December  31,
1995.

Other  debt at December 31, 1995 and 1994 consists  primarily
of  mortgages, industrial revenue bonds, and notes  including
$35.5 million of foreign borrowings related to an acquisition
which  were  repaid  in  1995.  These obligations  mature  in
various  installments  through  September  2005  and  are  at
interest  rates  ranging from 4.00% to 9.50%.   The  weighted
average interest rate on short-term borrowings was 8.37%  and
7.28% at December 31, 1995 and 1994, respectively.


<PAGE>

In  1994, the Company repurchased $64,230 principal amount of
Senior   Notes   in   the  open  market,  resulting   in   an
extraordinary  charge  of  $6,034 ($3,680  after  tax).   The
Company  also repurchased $8,500 principal amount  of  Senior
Notes in the open market in 1995.

The  Senior Note agreements contain certain restrictions  and
conditions among which are limitations on cash dividends  and
other   payments.   Under  the  most  restrictive  of   these
agreements,  approximately $180,416 of retained earnings  was
free of such limitations at December 31, 1995.

STOCKHOLDERS' EQUITY

In  May  1994, the Company issued 14,322,624 shares of common
stock  to effect a three-for-two stock split.  The par  value
($1 per share) of the additional shares issued was charged to
capital surplus.

The  Associates  Ownership  Trust (AOT)  acquired  shares  of
common  stock from the Company in 1991 for a promissory  note
in the amount of $100,049.  The shares acquired are to fund a
portion  of  the Company's obligations under certain  of  its
associate compensation and associate benefit plans for the 15-
year  term  of  the  AOT.  Such shares are adjusted  at  each
balance  sheet date to their respective market value with  an
offsetting adjustment to capital surplus.

Under  the  Company's Stock Purchase Rights Plan  each  Right
entitles  the holder of common stock to buy from the  Company
one one-hundredth of a share of Cumulative Series A Preferred
Stock, without par value for $95, subject to adjustment.  The
Rights become exercisable if certain triggering events occur,
including  the  acquisition of 15% or more of  the  Company's
common  stock.  The Company is entitled to redeem the  Rights
at $.01 per Right at any time until ten days after any person
or  group has acquired 20% of the Company's common stock  and
in  certain circumstances thereafter.  If a party owning  20%
or more of the Company's common stock merges with the Company
or  engages  in certain other transactions with the  Company,
each  Right,  other  than the Rights held  by  the  acquiring
party,  entitles  the  holder  to  purchase  that  number  of
additional common shares having a market value of  two  times
the  exercise  price  of the Right.   The  Rights  expire  on
December 16, 2001.

The   Company's  stock  option  plans  provide  for  granting
options, including options to nonassociate directors, at  the
market  value  at date of grant. Options are exercisable  for
ten years from the date of grant.

The following table summarizes the changes in the outstanding
options for the three years ended December 31, 1995.


                                  Shares        Price Range

Outstanding January 1, 1993     1,694,251    $ 8.167 - $18.833
Granted                           375,465     19.833 -  20.50
Exercised                        (464,794)     8.167 -  16.833
Canceled or expired               (25,275)    11.167 -  18.833
Outstanding December 31, 1993   1,579,647      8.167 -  20.50
Granted                           342,913     22.125 -  27.125
Exercised                         (77,320)     8.889 -  20.50
Canceled or expired                (3,667)    14.833 -  20.50
Outstanding December 31, 1994   1,841,573      8.167 -  27.125
Granted                           281,465               26.00
Exercised                        (228,277)     8.167 -  20.50
Canceled or expired               (13,772)    14.833 -  22.125
Outstanding December 31, 1995   1,880,989      8.167 -  27.125


At  December 31, 1995, options were exercisable for 1,142,125
shares (1,099,126 shares at December 31, 1994) at prices from
$8.167 to $27.125 and 791,370 shares were reserved for future
grants.

In  October  1995, the Financial Accounting  Standards  Board
issued   Statement  No.  123  "Accounting   for   Stock-Based
Compensation",  which  establishes financial  accounting  and
reporting standards for stock-based compensation plans.   The
Company will adopt Statement No. 123 in 1996.

Statement  No.  123  defines a fair  value  based  method  of
accounting  for employee stock options which  allows  for  an
element of compensation cost to be charged to earnings on  an
annual  basis.   Statement No. 123 also permits  entities  to
continue  to  measure compensation cost using  the  intrinsic
value  based  method of accounting prescribed by APB  Opinion
No.  25,  which  may  result in no  compensation  cost  being
recognized.

The  Company  anticipates  it will  continue  to  follow  the
intrinsic value based method of accounting prescribed in  APB
Opinion  No.  25 and will make pro forma disclosures  of  net
income  and  earnings per share as if the  fair  value  based
method had been applied.

<PAGE>

BUSINESS SEGMENTS

The  Company operates principally in the formulated  polymers
industry  which consists of two major segments  -  processing
and  distribution.  Processing includes production of  custom
plastic  and rubber compounds and custom formulated colorants
for    the    plastics   industry.    Distribution   includes
distributors  of  thermoplastic  and  thermoset  resins   and
fiberglass  materials and distributors of engineered  plastic
shapes.  Sales  are made through the Company's  organization,
distributors and representatives.

Other  operations  include the Company's diversified  polymer
products  business, its marine and insurance  operations  and
management fees.  The Company is Managing Agent for Iron  Ore
Company   of   Canada  (IOC)  and  through  May  1995   owned
approximately  8% of IOC's common stock.   The  sale  of  the
Company's  investment in IOC resulted in a  pre-tax  gain  of
$9,334.  The  Company will continue to serve as the  Managing
Agent  for  IOC until December 1996.  IOC incurred management
expense of $3,162 in 1995 ($3,064 in 1994 and $2,648 in 1993)
payable to the Company and commission expense of $5,169  in
1995 ($4,302 in 1994 and $3,317 in 1993) payable  to  50%
owned companies carried at equity.

Net  sales,  operating  profit  and  identifiable  assets  by
geographic area are as follows:


                               1995         1994        1993


Net sales
 Domestic                  $1,579,424   $1,475,277   $1,220,555
 International
  Europe                      187,790      130,461       93,595
  Other                       134,740      113,618       97,921
                           $1,901,954   $1,719,356   $1,412,071

Operating profit
 Domestic                  $  112,919   $  104,484   $   83,104
 International
  Europe                       13,982       10,565        4,172
  Other                        10,274        6,764        5,070
                           $  137,175   $  121,813   $   92,346


Identifiable assets
 Domestic                  $  991,667   $  868,201   $  859,193
 International
  Europe                      175,767      180,842       89,556
  Other                        64,162       62,902       49,087
 Discontinued operations            -      103,215      125,774
                           $1,231,596   $1,215,160   $1,123,610

<TABLE>
<CAPTION>
                                                                        Depreciation
                                                       Operating            and            Capital     Identifiable
                                        Net Sales        Profit         Amortization     Expenditures     Assets

<S>                                     <C>             <C>              <C>               <C>          <C>
1995
Processing                              $1,023,672      $ 92,404          $39,745          $49,542      $  656,655
Distribution                               862,077        35,509            5,991            3,804         354,599
Other                                       33,421         9,262              890              250          16,323
Intersegment activity                      (17,216)            -                -                -               -
Corporate                                        -       (12,076)<F1>         615              760         204,019
Discontinued operations                          -             -                -            1,529               -
                                        $1,901,954      $125,099          $47,241          $55,885      $1,231,596


1994
Processing                              $  942,999      $ 88,175          $34,254          $36,193      $  615,715
Distribution                               766,711        24,086            6,368            3,363         345,929
Other                                       32,129         9,552              823                -          16,751
Intersegment activity                      (22,483)            -                -                -               -
Corporate                                        -       (27,042)             459            3,862         133,550
Discontinued operations                          -             -                -            3,564         103,215
                                        $1,719,356      $ 94,771          $41,904          $46,982      $1,215,160


1993
Processing                              $  784,951      $ 65,427 <F2>     $29,842          $15,494      $  522,122
Distribution                               628,887        19,409            6,930            3,185         296,449
Other                                       33,479         7,510              936              727          16,281
Intersegment activity                      (35,246)            -                -                -               -
Corporate                                        -       (22,434)<F3>         474               38         162,984
Discontinued operations                          -             -                -            3,935         125,774
                                        $1,412,071      $ 69,912          $38,182          $23,379      $1,123,610

<FN>
<F1>  Includes $9,334 gain from sale of assets.
<F2>  Includes $1,300 of restructuring costs.
<F3>  Includes $1,730 gain from sale of assets.
</FN>
</TABLE>

<PAGE>

PENSION AND OTHER POST-RETIREMENT BENEFITS

The   Company  has  noncontributory  defined  benefit  plans
covering certain of its associates which comply with federal
funding  requirements.  Benefits for these plans  are  based
primarily  on  years of service and qualifying  compensation
during  the final years of employment.  Plan assets  include
marketable equity securities, money market funds  and  fixed
income securities.

The  Company  also sponsors defined contribution  plans  for
certain   of  its  associates,  which  provide  for  Company
contributions of a specified percentage of each  associate's
total compensation.

A  summary  of  the components of net pension cost  for  the
defined benefit plans and the total contributions charged to
expense for the defined contribution plans follows:

                                   1995      1994      1993


Defined benefit plans
  Service cost                    $  306    $  743    $  617
  Interest cost on projected
    benefit obligation             6,161     5,838     6,300
  Return on plan assets           (6,215)   (5,073)   (6,258)
  Net amortization and deferral    1,869       930       815
  Net pension cost                 2,121     2,438     1,474
Defined contribution plans         5,006     3,785     3,236
                                  $7,127    $6,223    $4,710



The   Company  has  recorded  a  minimum  pension  liability
representing   the   excess  of  the   accumulated   benefit
obligation  over the fair value of plan assets  and  accrued
pension  liabilities.   The liability  has  been  offset  by
intangible  assets  to  the extent  possible.   Because  the
intangible  assets recognized may not exceed the  amount  of
unrecognized    prior   service   cost   plus   unrecognized
obligations  at transition that remain at December  31  each
year,  the balance of the liability at the end of  1995  and
1994  is  reported as a separate reduction of  stockholders'
equity, net of applicable deferred income taxes.

The  following  table sets forth the funded  status  of  the
Company's defined benefit plans:

<TABLE>
<CAPTION>
                                               Accumulated Benefits      Assets Exceed
                                                  Exceed Assets       Accumulated Benefits
                                                  1995     1994          1995      1994
<S>                                              <C>      <C>           <C>       <C>
Actuarial present value of benefit obligations:
  Accumulated benefit obligations
    including vested benefits of
    $80,996 in 1995 and $73,428 in 1994          $48,369  $43,467       $34,442   $31,521

Projected benefit obligation                     $49,617  $44,414       $34,966   $31,981
Plan assets at fair value                         37,804   30,182        41,198    36,909
Projected benefits in excess of
  (less than) plan assets                         11,813   14,232        (6,232)   (4,928)

Consisting of:
   Unrecognized net transition obligation            994    1,190           143       135
   Unrecognized net actuarial (gains) or losses   14,507   14,022        (3,411)   (1,389)
   Adjustment to recognize minimum liability      14,334   14,265             -         -
   Accrued(prepaid) pension cost
     recognized in balance sheet                 $10,646  $13,285       $(2,964)  $(3,674)

</TABLE>

The  projected  benefit obligation was determined  using  an
assumed  discount  rate  of 7.25% (8.25%  in  1994)  and  an
assumed  long-term rate of increase in compensation  of  5%.
The assumed long-term rate of return on plan assets is 8.5%.
The  1995 change in the discount rate caused the accumulated
benefit obligation to increase approximately $6,996.

In  addition  to  providing pension  benefits,  the  Company
provides  certain  contributory and  noncontributory  health
care   and  life  insurance  benefits  for  certain  retired
associates.   Certain associates of the Company  may  become
eligible  for these post-retirement benefits if  they  reach
retirement age while working for the Company.


<PAGE>

The  status  of the Company's plans, which are unfunded,  at
December 31, 1995 and 1994 is as follows:

                                                  1995      1994
Accumulated post-retirement benefit obligation
  Retirees                                       $53,924   $57,134
  Fully eligible active plan participants          4,421     3,747
  Other active plan participants                  10,528     9,732
                                                  68,873    70,613
  Unrecognized actuarial gain                     14,819    12,634
  Accrued post-retirement benefit obligation     $83,692   $83,247



Net  periodic  post-retirement  benefit  cost  includes  the
following components:

                                              1995     1994    1993


Service cost                                 $  915   $1,069  $1,201
Interest cost                                 5,196    5,605   6,512
Amortization of unrecognized actuarial gain    (799)       -       -
Net periodic post-retirement benefit cost    $5,312   $6,674  $7,713


The  weighted-average assumed rate of increase  in  the  per
capita  cost  of  covered benefits (i.e., health  care  cost
trend  rate)  is  assumed to be 11.5% (12.0%  in  1994)  and
decreasing  gradually to 5.25% in 2009  (6.25%  in  2007  in
1994)  and  remaining  at  that  level  thereafter.   A  one
percentage  point increase in the assumed health  care  cost
trend  rate  would  have increased the  accumulated  benefit
obligation by $10,185 at December 31, 1995 and the aggregate
service and interest costs components of net periodic  post-
retirement benefit costs for 1995 by $1,084.

A  discount  rate  of  7.25% (8.25% in  1994)  was  used  in
determining the accumulated benefit obligation.  The  change
in   the   discount  rate  caused  the  accumulated  benefit
obligation to increase approximately $7,879.

FINANCIAL INSTRUMENTS

The  Company conducts business in various foreign currencies.
As  a  result,  it is subject to transaction  exposures  that
arise  from foreign exchange movements between the date  that
the foreign currency transaction is recorded and the date  it
is  consummated.  The Company has a policy of  entering  into
firm  intercompany  lending  transactions  and  hedging   the
foreign  exchange through foreign exchange forward contracts.
The  Company  has  entered into such  cross-currency  foreign
exchange  contracts with maturities of up to  five  years  to
protect   the   Company  from  the  risk  that   the   future
intercompany cash flows will be adversely affected by changes
in  exchange  rates.   The Company does  not  hold  or  issue
financial instruments for trading purposes.

The  table  below  summarizes  by  currency  the  contractual
amounts  of  the  Company's  foreign  exchange  contracts  at
December  31, 1995.  Foreign currency amounts are  translated
at exchange rates as of December 31, 1995.  The "Buy" amounts
represent  the  U.S.  dollar  equivalent  of  commitments  to
purchase foreign currencies, and the "Sell" amounts represent
the  U.S.  dollar equivalent of commitments to  sell  foreign
currencies.

                                     Buy         Sell
      Currency:
       British pound sterling      $21,797      $     -
       French franc                      -       19,742
       German deutschmark                -       52,692
       Other                         2,243            -
                                   $24,040      $72,434



The  following  methods  and assumptions  were  used  by  the
Company  in  estimating fair value disclosures for  financial
instruments:

Cash,  Cash  Equivalents  and  Short-Term  Securities:    The
carrying  amounts  reported in the balance sheet  approximate
fair value.

Long  and  Short-Term  Debt:   The  carrying  amount  of  the
Company's short-term borrowings approximates fair value.  The
fair  value of the Company's Senior Notes is based on  quoted
market   prices.   The  carrying  amount  of  the   Company's
borrowings  under  its long-term revolving credit  agreements
and other long-term borrowings approximates fair value.

<PAGE>

Foreign  Exchange  Contracts:  The fair value  of  short-term
foreign  exchange  contracts is based on  exchange  rates  at
December  31,  1995.   The fair value  of  long-term  foreign
exchange contracts is based on quoted market prices.

The  carrying  amounts  and  fair  values  of  the  Company's
financial  instruments at December 31, 1995 and 1994  are  as
follows:

                                     1995                1994
                              Carrying   Fair     Carrying   Fair
                               Amount    Value     Amount    Value

Cash and cash equivalents     $111,235  $111,235  $ 23,105  $ 23,105
Notes payable to banks           1,328     1,328       931       931
Long-term debt
  9% Senior Notes              109,245   117,471   117,745   119,252
  9.375% Senior Notes          118,025   138,951   118,025   122,002
  Credit agreements                  -         -    12,650    12,650
  Other                          5,464     5,464    41,132    41,132
Foreign exchange contracts           -    (2,372)        -    (1,681)



LEASE COMMITMENTS

Rental   expense   under  operating   leases   for   certain
manufacturing    facilities,   warehouses,    transportation
equipment  and  data  processing and  office  equipment  was
$17,843  in  1995,  $16,890 in 1994  and  $15,859  in  1993.
Certain  of the Company's leases have options to renew,  and
there are no significant contingent rentals.

At  December 31, 1995, future minimum lease commitments  for
noncancelable operating leases are $10,655 in  1996,  $9,502
in  1997, $7,192 in 1998, $5,166 in 1999, $2,996 in 2000 and
$14,202 thereafter.

CONTINGENCIES

The  Company  has been involved in certain legal actions  and
claims  arising in the ordinary course of business  including
lawsuits brought by the State of Idaho in 1983 and the United
States  government  in  1993 seeking reimbursement  from  the
Company  and  other  defendants for alleged  damages  to  the
environment  and  clean-up costs  for  the  area  around  the
Blackbird  Mine  in Idaho.  The Company and  other  principal
defendants   entered  into  a  settlement   agreement   among
themselves which allocated a minor share of responsibility to
the  Company.  In turn, a Consent Decree among the  principal
defendants  and  the  State of Idaho and  the  United  States
government  was  entered  by  the  Court  in  September  1995
settling all liability issues affecting the Company in  those
legal  proceedings without a material adverse effect  on  the
results of operations of the Company.

Claims  have  also  been made against  a  subsidiary  of  the
Company  for the costs of environmental remediation  measures
taken or to be taken in connection with operations that  have
been sold or closed.  These include the clean-up of Superfund
sites  and participation with other companies in the clean-up
of hazardous waste disposal sites, several of which have been
designated as Superfund sites.  Reserves for such liabilities
have  been established and no insurance recoveries have  been
anticipated  in  the  determination  of  the  reserves.    In
management's  opinion,  the  aforementioned  claims  will  be
resolved  without  material adverse effect on  the  financial
position of the Company.

OTHER INCOME


Other income includes the following:

                                  1995       1994      1993


Interest and dividends           $ 4,809    $3,025    $1,680
Gain on sale of assets             9,334         -     1,730
Other                              1,836     1,041     1,606
                                 $15,979    $4,066    $5,016




OTHER EXPENSE


Other expense includes the following:

                                   1995      1994      1993


Expenses of closed facilities     $4,854    $5,930    $7,031
Restructuring costs                    -       865     1,300
Other                              2,545     3,044     1,419
                                  $7,399    $9,839    $9,750
<PAGE>

DETAIL OF CURRENT AND OTHER LIABILITIES

Included  in  trade payables and accrued expenses  and  other
liabilities at December 31 are:
                                           1995     1994


Trade payables and accrued expenses:
    Trade payables                       $188,265  $178,166
    Salaries and wages                     16,288    14,744
    Associate benefits                     38,882    37,933
    Restructuring and acquisition costs    13,540    19,808

Other liabilities:
    Plant closedown costs                  11,864    13,460
    Environmental costs                    14,217    12,808
    Associate benefits                     18,557    17,605
    Other post-retirement benefits         79,160    77,898


SUPPLEMENTAL CASH FLOW DATA


The following is a summary of noncash investing and financing
activities.



                                        1995      1994      1993


Acquisition of businesses
    Assets acquired                              $70,456   $33,130
    Liabilities assumed                           13,752     4,327
    Cash paid                                     56,704    28,803
    Less cash acquired                             3,373         -
                                                 $53,331   $28,803

Debt of companies acquired                       $ 4,692

Payment of incentive compensation
  awards with treasury stock           $ 1,636   $   990   $   780

Release of common stock held by
  Associates Ownership Trust           $ 8,628   $13,246   $ 8,260

Payment of stock option exercised
  with shares of common stock          $ 1,483   $    38   $ 1,675

Transfer of common stock released
  from Associates Ownership Trust
    to treasury stock                  $(8,039)

<PAGE>

Quarterly Financial and Stock Price Data
M.A. Hanna Company and Consolidated Subsidiaries



Summarized unaudited quarterly financial and stock price data for 1995
and 1994 are as follows:
<TABLE>

<CAPTION>
                                                       First      Second       Third      Fourth
                                                      Quarter     Quarter     Quarter     Quarter
<S>                                                  <C>         <C>         <C>         <C>
1995
Net sales                                            $492,772    $483,295    $464,078    $461,809
Gross margin                                           90,504      90,077      85,032      83,698
Income
    Continuing operations                              12,014      19,360      13,311      12,017
    Discontinued operations                             2,931      42,406           -           -
          Net income                                   14,945      61,766      13,311      12,017
Income per common share (fully diluted)
    Continuing operations                                 .38         .61         .42         .39
    Discontinued operations                               .09        1.33           -           -
          Net income                                      .47        1.94         .42         .39
    Price range
         High                                           25.88       27.50       30.00       28.00
         Low                                            23.00       24.00       25.75       23.50
    Cash dividends paid                                  .135        .135        .135        .145

1994
Net sales                                            $388,520    $422,516    $448,650    $459,670
Gross margin                                           72,214      80,575      84,130      89,401
Income(loss)
    Continuing operations                               6,210       9,370      11,269      10,155
    Discontinued operations                             2,047       2,573       1,625       3,725
    Extraordinary charge                                    -      (3,680)          -           -
          Net income                                    8,257       8,263      12,894      13,880
Income(loss) per common share (fully diluted)
    Continuing operations                                 .19         .30         .36         .32
    Discontinued operations                               .07         .08         .05         .12
    Extraordinary charge                                    -        (.12)          -           -
          Net income                                      .26         .26         .41         .44
    Price range
         High                                           25.58       26.50       28.88       26.00
         Low                                            21.42       23.17       23.50       21.62
    Cash dividends paid                                  .125        .125        .125        .135



Income per share calculations for each of the quarters are based on the weighted average number of
shares outstanding for each period, and the sum of the quarters may not necessarily be equal to the
full year income per share amount.

</TABLE>

<PAGE>

SELECTED FINANCIAL DATA
M. A. Hanna Company and Consolidated Subsidiaries


<TABLE>
<CAPTION>
                                                               1995           1994         1993        1992         1991
<S>                                                        <C>            <C>          <C>         <C>          <C>
Summary of Operations
Net sales                                                  $ 1,901,954    $ 1,719,356  $ 1,412,071 $ 1,188,541  $ 1,006,638
Cost of goods sold                                           1,552,643      1,393,036    1,146,191     961,925      797,892
Selling, general and administrative                            218,823        213,318      179,228     152,366      147,998
Amortization of intangibles                                     13,969         12,458       12,006      11,069       10,146
Interest on debt                                                26,278         28,549       32,258      32,509       23,221
Income(loss) from continuing operations before
    income taxes, extraordinary charge and cumulative
    effect of changes in accounting principles                  98,821         66,222       37,654      27,005      (16,195)
Income taxes                                                    42,119         29,218       16,357       8,819        8,225
Income(loss) from continuing operations before
    extraordinary charge and cumulative effect
    of changes in accounting principles                         56,702         37,004       21,297      18,186      (24,420)
Net income                                                     102,039         43,294        2,018      19,025        1,875
Per share of common stock
    Income(loss) from continuing operations                       1.83           1.20          .69         .63         (.72)
    Net income                                                    3.29           1.40          .07         .66          .02
    Dividends paid                                                 .55            .51          .48         .44          .42
Cash dividends paid on
    Common stock                                                16,962         15,688       14,003      12,630       15,267
    Preferred stock                                                  -              -            -           -        1,031


Balance Sheet
Current assets                                             $   574,612    $   565,615  $   405,782 $   416,739  $   275,060
Current liabilities                                            335,251        337,491      259,680     229,327      195,610

Working capital                                                239,361        228,124      146,102     187,412       79,450
Property, plant and equipment - net                            227,021        204,135      184,296     195,117      184,877
Other assets                                                   429,963        445,410      438,628     440,873      443,702
Net long-term assets of discontinued operations                      -              -       94,904      99,836      121,374
Other liabilities                                             (179,580)      (173,888)    (176,422)   (174,558)    (118,082)
Long-term debt                                                (231,987)      (288,869)    (322,052)   (350,737)    (330,863)

Total stockholders' equity                                 $   484,778    $   414,912  $   365,456 $   397,943  $   380,458
Shares of common stock outstanding                          34,642,918     35,694,094   35,611,522  35,100,108   34,245,075
Average fully diluted shares outstanding                    31,695,047     31,464,717   31,171,990  29,662,698   36,319,580
Book value per share of common stock                       $     13.99    $     11.62  $     10.26 $     11.34  $     11.11



                                                                1990         1989        1988 (1)
<S>                                                        <C>          <C>          <C>
Summary of Operations
Net sales                                                  $   960,228  $   918,276  $   797,563
Cost of goods sold                                             749,071      718,636      614,465
Selling, general and administrative                            137,674      135,741      128,573
Amortization of intangibles                                      9,704        8,886        6,456
Interest on debt                                                18,301       21,128       23,622
Income(loss) from continuing operations before
    income taxes, extraordinary charge and cumulative
    effect of changes in accounting principles                  44,023       44,797       28,554
Income taxes                                                    12,830        7,608        4,107
Income(loss) from continuing operations before
    extraordinary charge and cumulative effect
    of changes in accounting principles                         31,193       37,189       24,447
Net income                                                      55,871       86,920       83,223
Per share of common stock
    Income(loss) from continuing operations                        .75          .92          .49
    Net income                                                    1.35         2.23         2.32
    Dividends paid                                                 .37          .30          .22
Cash dividends paid on
    Common stock                                                15,175       11,812        7,169
    Preferred stock                                                  -        2,125        8,501


Balance Sheet
Current assets                                             $   276,711  $   264,772  $   240,029
Current liabilities                                            181,471      167,272      166,185

Working capital                                                 95,240       97,500       73,844
Property, plant and equipment - net                            183,536      173,477      154,477
Other assets                                                   458,394      444,479      406,426
Net long-term assets of discontinued operations                129,869      137,304      141,552
Other liabilities                                             (161,674)    (175,310)    (169,470)
Long-term debt                                                (137,691)    (134,834)    (137,725)

Total stockholders' equity                                 $   567,674  $   542,616  $   469,104
Shares of common stock outstanding                          39,937,572   41,682,807   32,331,271
Average fully diluted shares outstanding                    42,081,134   42,332,346   41,848,449
Book value per share of common stock                       $     14.21  $     13.02  $     11.41


(1)  Prior to 1988, the Company was a natural resources company and not in the
     specialty chemicals business.  Results for 1985-1987 are excluded because
     they are not comparable to results  for 1988-1995.

Shareowner Information
M.A. Hanna Company common stock is listed on the New York and Chicago stock
exchanges under the symbol MAH.  At December 31, 1995, the number of
shareowners of record of the Company's common stock was 4,173.

</TABLE>


<PAGE>

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Your  company  reached significant strategic  and  financial
milestones in 1995 including signing a definitive  agreement
to   acquire   CIMCO,  Inc.,  a  producer  of  thermoplastic
compounds  and plastic components, a joint venture agreement
with  Suzhou Plastics Factory #1 to form a venture to  serve
the  high  growth plastics processing markets in China,  the
divestiture of Day International, Inc., and the sale  of  our
final interest in the Iron Ore Company of Canada (IOC).  Net
sales were a record $1,902.0 million in 1995, an increase of
10.6%  over 1994 levels.  Income from continuing operations,
excluding the nonrecurring gain from the IOC sale, was $51.0
million, a 37.8% increase over 1994 levels.

1995 Compared with 1994

Sales  from  processing businesses increased  $80.7  million
from 1994 levels due to acquisitions consummated in 1994 and
higher  pricing  partially offset  by  lower  unit  volumes.
Distribution sales increased $95.4 million to $862.1 million
in  1995  due  to  higher pricing and higher  unit  volumes.
Sales  from   other  operations were  comparable  with  1994
levels.

Cost  of goods sold increased from $1,393.0 million in  1994
to  $1,552.6  million  in 1995 due to  higher  raw  material
costs,  partially  offset  by  lower  unit  volumes.   Gross
margins   were  18.4%  in  1995  and  19.0%  in  1994.   The
deterioration in gross margin is due in part to the  mix  of
sales   between  processing  and  distribution   businesses.
Distribution  businesses, which carry a lower gross  margin,
had   a  higher  overall  growth  rate  in  sales  than  the
processing  businesses.  In addition, although  the  Company
was  able to pass through most raw material price increases,
it  was not able to maintain the comparable historical gross
margin relationship.

Selling,   general  and  administrative   expenses,   as   a
percentage of sales, were 11.5% in 1995 compared with  12.4%
in   1994.    Selling,  general  and  administrative   costs
increased 2.6% or  $5.5 million from 1994 levels  due  to  a
higher level of sales and acquisitions consummated in  1994,
partially  offset  by  lower  costs  associated   with   the
Company's incentive compensation programs.

Other  income  in 1995 includes a gain of $9.3 million  from
the  sale  of the Company's remaining interest  in  IOC  and
higher  levels of interest income due to the funds  invested
from the sale of IOC and Day International.

Other  expense in 1994 includes $2.6 million related to  the
relocation  of  the  Company's technical  center  and  costs
associated  with  the  combination of  the  Company's  resin
distribution businesses.

Interest on debt decreased $2.3 million to $26.3 million  in
1995.  During 1994, the Company repurchased $64.2 million of
its  Senior  Notes in the open market.   An additional  $8.5
million  of its Senior Notes were repurchased in  1995.   In
addition, the financing for the acquisition of Th.  Bergmann
in 1994 was repaid in 1995.

The Company's effective tax rate was 42.6% in 1995 and 44.1%
in 1994.  The tax rate in 1995 was favorably impacted by 1.6
percentage  points due to the relationship of the  level  of
nondeductible goodwill to pre-tax income.

In December 1994, the Company adopted a plan to sell its Day
International printing and textile business and  accordingly
the operating results of that business were reclassified  as
discontinued  operations.  The sale of the Day business  was
consummated in June 1995 with the Company recognizing a gain
of $40.3 million.

1994 Compared with 1993

Net  sales were $1,719.4 million, an increase of 21.8%  over
net   sales  in  1993  of  $1,412.1  million.   Sales   from
processing businesses increased from $784.9 million in  1993
to  $943.0 million in 1994 due to acquisitions in  1994  and
1993,  higher unit volumes and pricing.  Distribution  sales
increased  $137.8 million to $766.7 million in 1994  due  to
higher   unit  volumes  and  pricing.   Sales   from   other
operations were comparable with 1993 levels.

Cost  of goods sold increased from $1,146.2 million in  1993
to  $1,393.0 million in 1994 due to higher unit volumes  and
raw  material costs.  Gross margins were 19.0% in  1994  and
18.8%  in  1993.  Gross margin dollars in 1994  were  $326.3
million  compared with $265.9 million in 1993 or an increase
of 22.7%, which exceeds the growth in sales of 21.8%.  Gross
margins  were  favorably  impacted  by  higher  volumes  and
productivity improvements, partially offset by  the  mix  of
sales   between  processing  and  distribution   businesses.
Distribution businesses, which had a higher growth  rate  in
net  sales  than processing businesses, carry a lower  gross
margin.   Also impacting gross margins in 1994  was  a  $3.3
million  provision  for inventories valued  by  the  last-in
first-out cost method.

Selling, general and administrative expenses increased $34.1
million  in 1994 to $213.3 million and were attributable  to
the  higher  level of sales, acquisitions made in  1994  and
increased  costs  associated with  the  Company's  incentive


<PAGE>

compensation  programs due to the higher level of  earnings.
Selling, general and administrative expenses, as a percentage
of sales were 12.4% in 1994 compared with 12.7% in 1993.

Interest  on debt decreased from $32.3 million  in  1993  to
$28.5  million  in  1994  due to  lower  average  borrowings
outstanding  and  lower  effective interest  rates.   During
1994,  the  Company repurchased $64.2 million of its  Senior
Notes  in  the  open market, resulting in  an  extraordinary
charge  of $6.0 million ($3.7 million after-tax).  Funds  to
repurchase the Senior Notes were obtained from existing cash
flows  as  well  as  borrowings under the  Company's  credit
agreement, which carry a lower rate of interest.

The  Company's effective tax rate in 1994 was 44.1% compared
with  43.4%  in  1993.  The tax rate in 1993  was  favorably
impacted  by 1.6 percentage points from the enactment  of  a
change in tax laws.

Included in income from discontinued operations in 1994  was
a   charge   of  $1.1  million  related  to  the   Company's
elastomeric  membrane roofing business for additional  costs
incurred while obtaining government antitrust clearance  for
the  sale,  which closed in the third quarter of 1994.   The
Company  recognized an after-tax charge of $30.0 million  in
1993  for the writeoff of goodwill and restructuring charges
associated  with  the sale.  Also included  in  discontinued
operations  in  1993 was $1.5 million from  the  sale  of  a
former natural resources affiliate.

LIQUIDITY AND SOURCES OF CAPITAL

Cash  flows from operating activities provided $33.9 million
in 1995.  Included in this amount was a use of cash of $32.1
million  for working capital reflecting an increase in  days
sales  outstanding,  higher  levels  of  inventory  due   to
increase   in   raw  material  costs  and  higher   payments
pertaining  to  taxes on income, due in part  to  the  taxes
associated  on  the gain recognized from  the  sale  of  Day
International.    Payments   of   obligations   from   prior
restructurings  used  $17.3  million.   Ignoring   the   tax
payments  related to the Day sale and the  payments  on  the
restructuring  obligations,  operating  activities  provided
$90.2  million,  or $2.85 per share.  Investing  activities
provided  $154.0  million  and included  $223.5  million  in
proceeds  from  the  sale  of  Day  International  and   the
Company's  interest  in IOC.  Capital expenditures  utilized
$55.9 million.  Financing activities used $101.1 million  in
cash and include $17.0 million for the payment of dividends,
$25.0  million for the repurchase of 1.0 million shares  for
treasury  and $61.2 million in net reductions of outstanding
debt.  During 1995, the Company repaid the financing related
to the 1994 acquisition of Th. Bergmann and also repurchased
$8.5 million of its Senior Notes in the open market.

The Company has a credit facility which provides commitments
for  borrowings up to $200 million through June  1998.   The
agreement  provides for interest rates to be  determined  at
the  time  of  borrowing  based  on  a  choice  of  formulas
specified  in  the agreement.  At December 31,  1995,  there
were no outstanding borrowings under this agreement.

The current ratio was 1.7:1 at December 31, 1995.  Excluding
the  net  assets of discontinued operations  reported  as  a
current  asset  in 1994, the current ratio at  December  31,
1994  was 1.4:1.  Long-term debt to total capital was  32.4%
at December 31, 1995 and 41.0% at December 31, 1994.

The  Company  believes that its existing cash balances,  its
ability  to  generate  cash flows from  operations  and  the
availability of funds under existing credit facilities  will
be  sufficient to fund the cost of the CIMCO acquisition and
its  obligations  under  the joint  venture  agreement  with
Suzhou  Plastics  Factory  #1, to meet  anticipated  capital
expenditure  programs,  payment of  obligations  from  prior
restructurings,   dividends  and  other  planned   financial
commitments in 1996 and throughout the terms of the existing
credit facilities.

ENVIRONMENTAL MATTERS

The  Company  is  subject to various  laws  and  regulations
concerning environmental matters.  The Company is  committed
to a long-term environmental protection program that reduces
releases of hazardous materials into the environment as well
as  to  the remediation of identified existing environmental
concerns.

Claims  have  been made against a subsidiary of the  Company
for costs of environmental remediation measures taken or  to
be  taken in connection with operations that have been  sold
or  closed.   These include the clean-up of Superfund  sites
and  participation with other companies in the  clean-up  of
hazardous  waste disposal sites, several of which have  been
designated   as   Superfund  sites.    Reserves   for   such
liabilities   have   been  established  and   no   insurance
recoveries  have  been anticipated in the  determination  of
reserves.   While  it  is  not  possible  to  predict   with
certainty,   management  believes  that  the  aforementioned
claims  will be resolved without material adverse effect  on
the  financial position, liquidity or results of  operations
of the Company.

On behalf of M.A. Hanna Management,

/s/  Michael S. Duffey
Michael S. Duffey
Vice President, Chief Financial Officer and Treasurer



<PAGE>

               Report of Independent Accountants




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

In our opinion, the accompanying consolidated balance sheet and
the related consolidated statements of income, of stockholders'
equity  and  of  cash  flows present fairly,  in  all  material
respects, the financial position of M.A. Hanna Company and  its
subsidiaries  at  December 31, 1995, and the results  of  their
operations and their cash flows for the year in conformity with
generally  accepted  accounting  principles.   These  financial
statements  are the responsibility of the Company's management;
our  responsibility is to express an opinion on these financial
statements based on our audit.  We conducted our audit of these
statements  in  accordance  with  generally  accepted  auditing
standards which 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, assessing
the  accounting principles used and significant estimates  made
by  management, and evaluating the overall financial  statement
presentation.  We believe that our audit provides a  reasonable
basis  for  the  opinion  expressed  above.   The  consolidated
financial statements of M.A. Hanna Company for the years  ended
December  31,  1994 and 1993 were audited by other  independent
auditors  whose  report  dated January 31,  1995  expressed  an
unqualified opinion on those statements.




/s/  Price Waterhouse LLP

Cleveland, Ohio
January 29, 1996

<PAGE>


                                                EXHIBIT 21


SUBSIDIARIES OF THE REGISTRANT:

                                                     Where
                                                  Incorporated
Name                                               (or formed)

Burton Rubber Compounding , L.P.                  Delaware
  (a limited partnership)
Burton Rubber Processing, Ltd.                    Ontario
Cadillac Plastic Group, Inc.                      Michigan
CIMCO, Inc.,                                      Delaware
DH Compounding Company                            Delaware
 (a general partnership)
Erieview Insurance Company Limited                Bermuda
Global Processing Company                         California
Hanna France SARL                                 France
Hanna Hamilton Holdings Company                   Delaware
Hanna International Corporation                   Delaware
Hanna Polimeros, S.A. de C.V.                     Mexico
Hanna Su Xing Plastics Compounding (Suzhou)
 Company Limited                                  China
M. A. Hanna Export Services Company               Barbados
M. A. Hanna International Financial
 Services Company                                 Ireland
M. A. Hanna de Mexico, S.A. de C.V.               Mexico
M. A. Hanna Resin Distribution Company            Delaware
M. A. Hanna Company Thermoplastic Elastomers      Delaware
MAH Plastics Company                              Delaware
Monmouth Plastics Company                         Delaware
Poliamidas Barbastro, S.A.                        Spain
Synthecolor, S.A.                                 France
Texapol Corporation                               Pennsylvania
The Lower Lake Dock Company                       Ohio
The Ohio & Western Pennsylvania
  Dock Company                                    Ohio
The Pennsylvania Tidewater
  Dock Company                                    Delaware
Theodor Bergmann GmbH & Co.
  Kunststoffwerk KG                               Germany
Wilson Color S.A.                                 Belgium
Wilson Color GmbH                                 Germany
Wilson Color S.A.                                 France
Wilson Color AB                                   Sweden



      The Registrant has other unconsolidated subsidiaries and 50
percent or less owned persons accounted for by the equity method,
which   in   the  aggregate  do  not  constitute  a   significant
subsidiary.


<PAGE>

                                                EXHIBIT 23



Consent of Independent Accountants




We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration
Statements on Form S-3 and the Registration Statements on
Form S-8 (appearing on Exhibit 1) of M.A. Hanna Company of
our report dated January 29, 1996 appearing on page 38 of
the Annual Report to Shareholders which is incorporated in
this Annual Report on Form 10-K.  We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on page F-2 of this Form
10-K.




/s/  Price Waterhouse LLP

Cleveland, Ohio
March 22, 1996


<PAGE>

                 Consent of Independent Auditors


We  consent to the incorporation by reference in the Registration
Statements (Exhibit 1) of M.A. Hanna Company of our report  dated
January  31,  1995,  with  respect to the consolidated  financial
statements and schedule of M.A. Hanna Company as of December  31,
1994  and  for each of the two years then ended included  in  the
Annual  Report  (Form 10-K) of M.A. Hanna Company  for  the  year
ended December 31, 1995.




                                    /s/  Ernst & Young LLP

Cleveland, Ohio
March 22, 1996



<PAGE>

                 Consent of Independent Auditors
                            Exhibit 1


Form S-8 No. 2-70755 pertaining to the M.A. Hanna Company 1979
Executive Incentive Compensation Plan.

Form S-8 No. 33-29622 pertaining to the M.A. Hanna Company 1988
Long-Term Incentive Plan.

Form S-8 No. 33-35654 pertaining to the M.A. Hanna Company
Restated 1979 Executive Compensation Plan and 1988 Long-Term
Incentive Plan.

Form S-8 No. 33-38938 pertaining to the M.A. Hanna Company
Capital Accumulation Plan.

Form S-8 No. 33-41461 pertaining to the M.A. Hanna Company
Capital Accumulation and Savings Plan for Salaried Employees of
Day International Corporation.

Form S-8 No. 33-45420 pertaining to the M.A. Hanna Company Pay
for Performance Plans.

Form S-3 No. 33-29624 pertaining to the M.A. Hanna Company
Dividend Reinvestment and Stock Purchase Plan.

Form S-3 No. 33-66128 pertaining to various employee compensation
and benefit plans of M.A. Hanna Company.

Form S-8 No. 33-51517 pertaining to Wilson Color Profit Sharing
Plan.

Form S-8 No. 33-51519 pertaining to Texapol Corporation
Employees' 401(k) Savings Plan.

Form S-8 No. 33-51555 pertaining to PMS Profit Sharing and
Retirement Savings Plan.

Form S-8 No. 33-51513 pertaining to Fiberchem, Inc. 401(k) Plan.

Form S-8 No. 33-51497 pertaining to DH Compounding Company
Savings and Retirement Plan.

Form S-8 No. 33-51499 pertaining to Dayton Plastics Profit
Sharing Plan.

Form S-8 No. 33-51491 pertaining to Burton Rubber Processing,
Inc. Savings and Retirement Plan.

Form S-8 No. 33-51507 pertaining to Bruck Plastics Company Profit
Sharing Plan.

<PAGE>


Form S-8 No. 33-51503 pertaining to Allied Color Industries, Inc.
Savings and Retirement Plan for Associates of the Vonore, TN,
Kansas City, MO, San Francisco, CA and Vancouver, WA Operations,
formerly the Avecor, Inc. Savings and Retirement Plan.

Form S-8 No. 51501 pertaining to Allied Color Industries, Inc.
Profit Sharing Plan for Associates of the Broadview Heights, OH,
Greenville, SC, and Phoenix, AZ Operations, formerly the Allied
Color Industries, Inc. Profit Sharing Plan.

Form S-8 No. 33-53093 pertaining the M.A. Hanna Company
Directors' Deferred Fee Plan.

Form S-8 No. 33-57021 pertaining to 401(k) Savings and Retirement
Plan for Polymer Associates.

<PAGE>
                                              EXHIBIT 24


                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ B. C. Ames          Director of M. A. Hanna   March 6, 1996
B. C. Ames                    Company




<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   her   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, her attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ C. A. Cartwright    Director of M. A. Hanna   March 6, 1996
C. A. Cartwright              Company




<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ W. R. Embry       Director of M. A. Hanna     March 6, 1996
W. R. Embry                   Company



<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ J. T. Eyton        Director of M. A. Hanna    March 6, 1996
J. T. Eyton                   Company




<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ G. D. Kirkham      Director of M. A. Hanna    March 6, 1996
G. D. Kirkham                 Company




<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ M. L. Mann      Director of M. A. Hanna      March 6, 1996
M. L. Mann                    Company




<PAGE>
                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ R. W. Pogue     Director of M. A. Hanna       March 6, 1996
R. W. Pogue                   Company




<PAGE>

                       POWER OF ATTORNEY




      The  undersigned, Director of the corporation named  herein
opposite   his   signature,  hereby  appoints  T.   E.   Lindsey,
J.  S.  Pyke, Jr., and M. S. Duffey, or any of them, his attorney
or  attorneys in fact, with full power of substitution,  to  sign
the  Annual  Report  on  Form  10-K for  the  fiscal  year  ended
December  31, 1995, being filed with the Securities and  Exchange
Commission by M. A. Hanna Company, and any and all amendments  to
such Annual Report, with full power and authority to take any and
all  such  action  as  may  be  necessary  or  advisable  in  the
premises.


                Capacity in which Annual Report
                  on Form 10-K is to be signed

Signature                                         Date


/s/ D. J. McGregor      Director of M. A. Hanna   March 6, 1996
D. J. McGregor                Company


<PAGE>

                                              EXHIBIT 27


[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   12-MOS
[FISCAL-YEAR-END]                          DEC-31-1995
[PERIOD-END]                               DEC-31-1995
[CASH]                                         111,235
[SECURITIES]                                         0
[RECEIVABLES]                                  279,050
[ALLOWANCES]                                    11,034
[INVENTORY]                                    166,801
[CURRENT-ASSETS]                               574,612
[PP&E]                                         393,314
[DEPRECIATION]                                 166,293
[TOTAL-ASSETS]                               1,231,596
[CURRENT-LIABILITIES]                          335,251
[BONDS]                                        231,987
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                        43,274
[OTHER-SE]                                     441,504
[TOTAL-LIABILITY-AND-EQUITY]                 1,231,596
[SALES]                                      1,901,954
[TOTAL-REVENUES]                             1,901,954
[CGS]                                        1,552,643
[TOTAL-COSTS]                                1,552,643
[OTHER-EXPENSES]                                     0
[LOSS-PROVISION]                                 2,480
[INTEREST-EXPENSE]                              26,278
[INCOME-PRETAX]                                 98,821
[INCOME-TAX]                                    42,119
[INCOME-CONTINUING]                             56,702
[DISCONTINUED]                                  45,337
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                   102,039
[EPS-PRIMARY]                                     3.29
[EPS-DILUTED]                                     3.22
</TABLE>