1995
                     STOCK OPTION AGREEMENT



      Pursuant  to  the M. A. Hanna Company (the "Company")  1988
Long-Term  Incentive Plan as amended (the "Plan"), stock  options
may  be granted to you (hereinafter called "Associate") from time
to time under the terms and conditions described below and in the
Plan.

      1.    The  Associate  may be granted an option  under  this
Agreement  in  the form of an incentive stock option  within  the
meaning  of  Section  422 of the Code or  a  non-qualified  stock
option,  or  both,  as determined at the time  of  grant  by  the
Compensation  Committee  of  the  Board  of  Directors   of   the
Corporation  (the "Compensation Committee".  (Both  such  options
shall  be  referred  to  collectively  herein  as  "options"  and
individually  as  an  "option", unless  the  context  requires  a
different interpretation.)

      2.    Except  as provided in Section 3 hereof, the  options
granted  under  this Agreement (until terminated  as  hereinafter
provided) shall be exercisable only to the extent of one-third of
the  shares specified in the grant after the Associate shall have
been  in  the continuous employ of the Company or any  Subsidiary
for  one full year from the date of such grant and to the  extent
of an additional one-third of such shares on each of the next two
successive  anniversary  dates of this  grant  thereafter  during
which  the Associate shall have been in the continuous employ  of
the Company or any Subsidiary.  In the case of an option intended
to be an incentive stock option, the aggregate fair market value,
determined  as of the date of grant, of the shares  as  to  which
such  option  is exercisable for the first time by the  Associate
shall  be  limited to $100,000 per calendar year.   Non-qualified
stock options are exercisable by the Associate without regard  to
the  foregoing limitation.  The number of shares of Common  Stock
as to which an option may be exercised shall be determined on the
last  date  on  which  the  Associate  shall  have  been  in  the
continuous  employ of the Company or any Subsidiary  except  that
options  may  be exercised as to all the shares subject  to  such
options  under the circumstances set forth in Section  3  hereof.
Any  portion of an incentive stock option in excess of  the  fair
market  value limitation on exercisability set forth above  which
becomes  fully  exercisable as provided in Section  3,  shall  be
converted  into  a non-qualified stock option and exercisable  in
accordance  with  its terms.  For the purposes of  this  Section,
leaves of absence approved by the Chief Executive Officer of  the
Company or approved by the Compensation Committee in the case  of
a  leave of absence involving the Chief Executive Officer of  the
Company, for illness, military or governmental service, or  other
cause,   shall  be  considered  as  employment.  To  the   extent
exercisable,  the  options granted under this  Agreement  may  be
exercised  in whole or in part from time to time only by  written
notice  delivered  to and received by the Company,  which  notice
shall be signed by the Associate and shall state the election  to
exercise  an   incentive  stock option or a  non-qualified  stock
option  and  the  number of whole shares  of  Common  Stock  with
respect to which the option is being exercised.  Such notice  may
be  accompanied by (i) cash, (ii) a check payable to the Company,
or (iii) a certificate or certificates for shares of Common Stock
of  the  Company  (that have been owned by the Associate  for  at
least 6 months) in a form for transfer acceptable to the Company,
or a combination thereof, in payment of the full option price for
the  number  of shares purchased.  The Associate may exercise  an
option  and  sell the shares acquired upon the exercise  of  such
option,  pursuant  to  a  brokerage arrangement  consistent  with
practices approved by the Company, and use the proceeds from such
sale  as payment of all or a portion of the option price  or  any
taxes  which  the Company is required by law to  withhold  or  is
requested  by  the  Associate  to  withhold  by  reason  of  such
exercise.  The  Associate may elect to  pay  any  such  taxes  by
directing  the  Company  to  withhold  shares  of  Common   Stock
otherwise  deliverable as a result of an option  exercise  in  an
amount up to his or her estimated marginal tax rate.   As soon as
practicable  after  it  receives such  notice  and  payment,  and
following  receipt  from the Associate of payment  for  any  such
taxes,  the  Company will deliver to the Associate or designee  a
certificate  or  certificates for the shares of Common  Stock  so
purchased.

      3.   Notwithstanding any provision in this Agreement to the
contrary,  the  options  granted  under  this  Agreement   (until
terminated  as hereinafter provided) shall become exercisable  to
the full extent of the shares specified in such grant if there is
a  Change in Control of the Company, as hereinafter defined.  For
purposes  of  this  Agreement, a "Change in Control"  shall  have
occurred if any of the following events shall have occurred:

     (a)    The  Company  enters  into  an  agreement  to  merge,
     consolidate  or reorganize into or with another  corporation
     or  other  legal  person, and as a result  of  such  merger,
     consolidation  or  reorganization  less  than  75%  of   the
     combined voting power of the then-outstanding securities  of
     such   corporation   or   person  immediately   after   such
     transaction will be held in the aggregate by the holders  of
     Voting Stock (as that term is defined in Subsection (c))  of
     the Company immediately prior to such transaction;

     (b)   The  Company  enters  into an  agreement  to  sell  or
     otherwise transfer all or substantially all of its assets to
     any other corporation or other legal person, and as a result
     of  such  sale  or  transfer less than 75% of  the  combined
     voting  power  of  the then-outstanding securities  of  such
     corporation  or  person  immediately  after  such  sale   or
     transfer  will  be held in the aggregate by the  holders  of
     Voting  Stock of the Company immediately prior to such  sale
     or transfer;

     (c)   The  filing on Schedule 13D or Schedule 14D-1 (or  any
     successor  schedule,  form or report), each  as  promulgated
     pursuant to the Securities Exchange Act of 1934, as  amended
     (the  "Exchange  Act"), disclosing that any person  (as  the
     term  "person"  is  used  in  Section  13(d)(3)  or  Section
     14(d)(2)  of  the  Exchange Act) has become  the  beneficial
     owner (as the term "beneficial owner" is defined under  Rule
     13d-3  or any successor rule or regulation promulgated under
     the Exchange Act) of securities representing 15% or more  of
     the combined voting power of the then-outstanding securities
     entitled  to vote generally in the election of directors  of
     the Company ("Voting Stock");

     (d)   The Company files a report or proxy statement with the
     Securities and Exchange Commission pursuant to the  Exchange
     Act  disclosing in response to Form 8-K or Schedule 14A  (or
     any successor schedule, form or report or item therein) that
     a  change in control of the Company has or may have occurred
     or  will  or  may occur in the future pursuant  to  the  any
     then-existing contract or transaction;

     (e)  During any period of two consecutive years, individuals
     who   constituted  the  Directors  of  the  Company  at  the
     beginning  of  any  such  period cease  for  any  reason  to
     constitute at least a majority thereof, unless the election,
     or   the   nomination   for  election   by   the   Company's
     stockholders, of each new Director was approved by a vote of
     at  least  two-thirds of the Directors of the  Company  then
     still  in  office who were directors of the Company  at  the
     beginning of such period; or

     (f)   Three  or more new directors, separately or  together,
     are   elected  to  the  Board  of  Directors  in  spite   of
     publicly-stated opposition to such election by  at  least  a
     majority of the Board of Directors of the Company.

Notwithstanding the foregoing provisions of Sections 3(c) or  (d)
hereof,  a Change in Control shall not be deemed to have occurred
for  purposes  of this Agreement solely because (i) the  Company,
(ii)  an  entity  in  which the Company  directly  or  indirectly
beneficially owns 50% or more of the voting securities, or  (iii)
the  Company's  Associates Ownership Trust, any Company-sponsored
employee stock ownership plan or any other employee benefit  plan
of  the  Company,  either files or becomes obligated  to  file  a
report  or proxy statement under or in response to Schedule  13D,
Schedule  14D-1,  Form  8-K or Schedule  14A  (or  any  successor
schedule, form or report or item therein) under the Exchange Act,
disclosing beneficial ownership by it of shares of Voting  Stock,
whether  in  excess of 15% or otherwise, or because  the  Company
reports  that a Change in Control of the Company has or may  have
occurred  or  will or may occur in the future by reason  of  such
beneficial ownership.

In  the  event  that  any such agreement to  merge,  consolidate,
reorganize  or sell or otherwise transfer assets referred  to  in
Sections   3(a)  or  (b)  is  terminated  without  such   merger,
consolidation,  reorganization or sale or  transfer  having  been
consummated,  or the person filing the Schedule 13D  or  Schedule
14D-1 referred to in Section 3(c) files an amendment to any  such
Schedule disclosing that it no longer is the beneficial owner  of
securities  representing 15% or more of the Voting Stock  of  the
Company, or the Company reports that the Change in Control  which
it reported in the filing referred to in Section 3(d) will not in
fact  occur, the operation of this Section 3 may be nullified  by
notice  from the Board of Directors or the Compensation Committee
to  the  Associate and the provisions of Section 2 hereof may  be
reinstated  for  accrual of exercise rights in installments,  but
without  prejudice to any exercise of the options  granted  under
this   Agreement   that   may  have  occurred   prior   to   such
nullification.

       4.    The  options  granted  under  this  Agreement  shall
terminate  and  cease to be exercisable on the  earliest  of  the
following dates:

     (a)   On the date Associate ceases to be an employee of  the
     Company or a Subsidiary by reason of termination for  Cause,
     as defined below;

     (b)   Thirty  days  after  the Associate  ceases  to  be  an
     employee  of  the Company or a Subsidiary, unless  Associate
     ceases to be an employee by reason of termination for Cause,
     as   defined  below,  or  by  reason  of  death,   permanent
     disability or retirement as described in (c) or (d) below;

     (c)   Sixty  months  after the Associate  ceases  to  be  an
     employee  of the Company or a Subsidiary by reason of  total
     and  permanent disability or retirement with consent of  the
     Company;

     (d)  Twelve months after the death of the Associate;

     (e)   On  the  date  Associate  becomes  an  employee  of  a
     competitor  of  the  Company or  a  Subsidiary  without  the
     consent  of the Board of Directors or Compensation Committee
     of the Company; or

     (f)   Ten  years  from  the  date  the  option  was  granted
     hereunder.

As   used   herein,  termination  for  "Cause"  shall  mean   the
determination by the Board of Directors or Compensation Committee
that  Associate (i) engaged in improper conduct or acts involving
moral  turpitude, (ii) failed to perform or negligently performed
his  or  her  duties,  or  (iii) acted  so  as  to  substantially
prejudice the business or reputation of the Company or any of its
Subsidiaries.  In  the  event the Associate  shall  intentionally
commit an act materially inimical to the interests of the Company
or  a Subsidiary (including, without limitation, engaging in  any
conduct  that  is competitive with the Company or a  Subsidiary),
and  the  Board of Directors or Compensation Committee  shall  so
find, the options granted under this Agreement shall terminate at
the time of such act, notwithstanding any other provision of this
Agreement  to  the contrary. Nothing contained in this  Agreement
shall  limit  whatever right the Company or  a  Subsidiary  might
otherwise have to terminate the employment of the Associate.

      5.    Except  as  otherwise set forth herein,  the  options
granted  under  this  Agreement  are  not  transferable  by   the
Associate  otherwise  than by will or the  laws  of  descent  and
distribution,  and are exercisable, during the  lifetime  of  the
Associate,   only   by   him  or  by  his   guardian   or   legal
representative.  The Compensation Committee may approve transfers
of  non-qualified options granted under this Agreement to members
of  the Associate's family or to a trust to benefit the Associate
or members of the Associate's family.

      6.   The options granted under this Agreement shall not  be
exercisable  if  such  exercise  would  violate  any   applicable
securities laws. The Company agrees to make reasonable efforts to
effect  and maintain all necessary registrations under such  laws
so  as  to  permit  exercise of the options  granted  under  this
Agreement unless the Compensation Committee shall determine  that
such registrations would impose undue hardship on the Company.

      7.   The Compensation Committee shall make such adjustments
in the option price and in the number or kind of shares of Common
Stock  or other securities covered by options granted under  this
Agreement  as the Compensation Committee in its sole  discretion,
exercised  in good faith, may determine is equitably required  to
prevent  dilution or enlargement of the rights of  the  Associate
that  otherwise  would result from (a) any stock dividend,  stock
split,  combination of shares, issuance of stock purchase rights,
recapitalization or other change in the capital structure of  the
Company,    or   (b)   any   merger,   consolidation,   spin-off,
reorganization  or partial or complete liquidation,  or  (c)  any
other corporate transaction or event having an effect similar  to
any  of the foregoing. No adjustment provided for in this Section
6 shall require the Company to sell any fractional share.

      8.    For purposes of this Agreement, the continuous employ
of  the  Associate with the Company or a Subsidiary shall not  be
deemed interrupted, and the Associate shall not be deemed to have
ceased  to  be  an employee of the Company or any Subsidiary,  by
reason of the transfer of such employee among the Company and its
Subsidiaries.

      9.   Terms not otherwise defined herein shall have the same
meaning as set forth in the Plan.

      10.   If Associate, either during employment by the Company
or  a  Subsidiary or within six (6) months after  termination  of
such  employment for any reason, shall become an  employee  of  a
competitor of the Company or a Subsidiary or shall engage in  any
other  conduct  that  is  competitive  with  the  Company  or   a
Subsidiary,   unless  the  Board  of  Directors  or  Compensation
Committee  of  the  Company shall determine otherwise,  Associate
shall  (a) return to the Company, in exchange for payment by  the
Company  of the option price paid therefor, all shares of  Common
Stock  that  Associate has not disposed of  that  were  purchased
pursuant to this Agreement within a period of one (1) year  prior
to  the  date  of  the  commencement  of  such  employment  by  a
competitor or other competitive conduct, and (b) with respect  to
any  shares so purchased that the Associate has disposed of,  pay
to  the  Company  in cash the difference between (i)  the  option
price paid therefor by Associate pursuant to this Agreement,  and
(ii)  the closing price of the Common Stock on the New York Stock
Exchange on the date of such purchase (or on the last trading day
prior  to  such purchase, if there was no trading on the purchase
date).   To  the  extent that such amounts are not  paid  to  the
Company,  the  Company may set off the amounts so payable  to  it
against  any amounts that may be owing from time to time  by  the
Company  or a Subsidiary to Associate, whether as wages, deferred
compensation or vacation pay or in the form of any other  benefit
or for any other reason.

      EXECUTED in two original counterparts at Cleveland, Ohio on
Date Signed.


                              M. A. HANNA COMPANY


                              By________________________________
                                Company Officer
                                Title


      The undersigned Associate hereby acknowledges receipt of an

executed original of this 1995 Stock Option Agreement.


                              _________________________________
                                    Associate