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, 1998  Commission file number 1-5222

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

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

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

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

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

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

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12  months,
and (2) has been subject to such filing requirements for the past
90 days.                                      YES  X      NO

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

       Aggregate  market  value  of  the  voting  stock  held  by
nonaffiliates  of  the Registrant, computed by reference  to  the
price  at  which  the  stock was sold as of  February  17,  1999:
$517,948,141.

       Common  Shares  outstanding  as  of  February  17,   1999:
49,623,774.





               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 18, 1999, 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, 1998, 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 1998 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, 1998, the  end  of  the
Registrant's last fiscal year.


                             PART I


ITEM 1.   BUSINESS


(a)       Acquisitions and Dispositions


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




               In  March 1998, the Registrant announced  that  it
          had acquired Exxon Chemical's business in halogen-free,
          flame  retardant  plastic compounds for  the  wire  and
          cable industry.


                 In  June  1998,  the  Registrant  announced  the
          formation   of   a  global  joint  venture   with   UBE
          Industries,  Ltd.,  Japan's largest producer  of  nylon
          resins  and  compounds for the plastics industry.   The
          new  venture will manufacture and sell nylon  6,  nylon
          6/6  and  nylon 12 plastic compounds in North  America,
          Europe and China.


                In August 1998, the Registrant announced a profit
          improvement plan, which called for closure of  five  of
          its   manufacturing  facilities  and   elimination   of
          approximately  300  jobs.   Registrant's  manufacturing
          operations at five of those plants, all in Registrant's
          custom  formulated color business unit, had been closed
          or sold as of February 1, 1999.


                In  December  1998, the Registrant announced  the
          completion of a previously announced joint venture with
          Bifan  S.A.,  a holding company that controls  So.F.teR
          S.p.A.,  a  leading Italian producer  of  thermoplastic
          elastomers.   The Registrant holds a majority  interest
          in  the  venture and the balance is held  by  So.F.teR,
          which   is  one  of  the  largest  independent  plastic
          compounders  in Europe and a leader in the fast-growing
          market  for thermoplastic elastomers, serving the  wire
          and  cable, automotive, electrical and electronic,  and
          shoe markets.


(b)              See  the  financial  information  regarding  the
          Registrant's business segments set forth at pages 20 to
          21  of  the  Registrant's Annual Report distributed  to
          stockholders  for  the fiscal year ended  December  31,
          1998, which information is incorporated herein by  this
          reference.




(c)
      (1) (i)


               (a)  Rubber Processing


                     Through  its rubber compounding  businesses,
          M.A.  Hanna  Rubber  Compounding, Chase  Elastomer  and
          Melos  Carl  Bosch, Registrant engages  in  the  custom
          compounding  of  rubber materials to the specifications
          of  manufacturers  of rubber products throughout  North
          America   and  Europe.  Registrant's  Harwick  Chemical
          Manufacturing  produces rubber colorants and  additives
          in the United States for the rubber industry worldwide.


               (b)  Plastic Processing


                 The   Registrant,  through  its  custom  plastic
          compounding   businesses,  Th.  Bergmann,   Compounding
          Technology Europe, DH Compounding Company, Hanna SuXing
          (Suzhou)   Plastics Compounding Co., Ltd.,  M.A.  Hanna
          Engineered  Materials,  MACH-1  Compounding,  So.F.teR,
          Southwest Chemical Services, UBE-Hanna Compounding, LLC
          and Victor International Plastics, Ltd. business units,
          engages  in the custom compounding of plastic materials
          to   the  specifications  of  manufacturers  of  molded
          plastic products for customers located throughout North
          America, Europe and Asia.


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


               (c)  Distribution


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


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


               (d)  Other


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


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

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


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

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

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

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



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


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


(1) (xiii)           Registrant  employs  7,130  persons  at  its
          consolidated operations (7,016 in 1997).


(d) (1)           See    information    regarding    Registrant's
          international  operations at page  21  of  Registrant's
          Annual  Report  distributed  to  stockholders  for  the
          fiscal  year  ended December 31, 1998,  which  page  is
          incorporated herein by this reference.


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


ITEM 2.   PROPERTIES


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

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

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


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


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


Macedonia,         MACH-1 Compounding      Owned          87,000
  Ohio


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


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


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


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


Santa Fe Springs,  M.A.  Hanna  Rubber    Leased          13,231
  California       Compounding             1999


Chicago,           Chase Elastomer        Leased          31,000
  Illinois                                 2001


Kennedale,         Chase Elastomer         Owned          80,000
  Texas


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


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


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


San Fernando,       M.A. Hanna Color       Leased          45,000
  California                                2000


Vancouver,          M.A.  Hanna  Resin     Leased          35,000
  Washington        Distribution            2002





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



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


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


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


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


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


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


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






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


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


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


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


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


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


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



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


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


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


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


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


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



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


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


LaPorte,            Southwest Chemical     Owned          200,000
  Texas             Services


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


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

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


Corona,             M.A.         Hanna     Leased          32,000
  California        Engineered              2001
                    Materials


Clinton,            Techmer PM, LLC        Owned          151,000
  Tennessee


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


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



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


Massillon,          Harwick   Chemical     Owned          100,000
  Ohio              Manufacturing


Wynne,              Harwick Chemical       Owned          119,000
  Arkansas          Manufacturing


Toluca,             Hanna Polimeros        Owned           37,978
  Mexico


Assesse,            Wilson Color           Owned          120,976
  Belgium


Tossiat,            Wilson Color           Owned           87,188
  France


Bendorf,            Wilson Color           Owned           72,086
  Germany


Angered,            Wilson Color           Owned           22,259
  Sweden

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


Coventry,           Victor                 Leased          52,750
  England           International           2000


Manchester,         Victor                 Owned           58,890
  England           International




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


Gaggenau,           Th. Bergmann           Owned          241,114
  Germany


Barbastro,          Polibasa               Owned           71,042
  Spain             (Bergmann)


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


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


Pudong (Shanghai),  Hanna Wilson           Owned           30,400
  China             Polymer


Glostrup,           Wilson Color           Owned            7,545
  Denmark


Melle,              Melos Carl Bosch       Owned           69,225
  Germany


Forli,              So.F.teR               Owned          753,480
  Italy


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


Civitanova/         So.F.teR               Owned           32,292
Porto S. Elpidio
  Italy


Lecco,              So.F.teR               Owned           43,056
  Italy




      Registrant's combined annual plastic and rubber compounding
capacity  and  colorant  manufacturing  capacity,  based  on  the
estimated  design capacities of Registrant's plants,  amounts  to
approximately  766 million pounds of compounded rubber  products,
approximately 1 billion pounds of compounded plastic products and
approximately  311 million pounds of colorants.  A  variation  in
the  mix  of  products produced at a given  plant  results  in  a
corresponding  increase or decrease in the quantity  of  products
that  can  be produced at full capacity.  Beyond these  estimated
capacities   for  Registrant's  rubber  processing  and   plastic
processing  manufacturing properties, there  are  no  comparative
measurement units of production capacity that reasonably  can  be
ascribed  to  Registrant's  other properties  in  the  processing
segment.

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


ITEM 3.   LEGAL PROCEEDINGS

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


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

     None.


_______   EXECUTIVE OFFICERS OF THE REGISTRANT


      The  following table lists information as of March 1, 1999,
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 - 66                     Officer,  September 1986 to December
                               1996 and
                               October 1998 to date.


L. L. Beach                    Vice   President,  Human  Resources,
  Age - 54                     April 1995 to date.  Vice President,
                               Human   Resources  of  Kraft   Foods
                               International   (manufacturer    and
                               distributor  of  consumer  products)
                               1991 to April 1995.


K. J. Darragh                  Senior  Vice  President, Operations,
  Age - 52                     May  1997  to  date.   President   -
                               Cadillac Plastic, February  1995  to
                               May  1997. Vice President Operations
                               - Cadillac Plastic, February 1991 to
                               January 1995.

M. S. Duffey                   Senior  Vice President, Finance  and
  Age - 44                     Administration, August 1998 to date.
                               Vice  President and Chief  Financial
                               Officer, August 1996 to August 1998.
                               Vice   President,  Chief   Financial
                               Officer and Treasurer of Registrant,
                               April 1995 to August 1996. Treasurer
                               of the Registrant, July 1994 - April
                               1995.  Vice President and Treasurer,
                               Foote,      Cone      &      Belding
                               Communications,  Inc.   (advertising
                               agency) 1992 - July 1994.



A. F. Pizzelanti               Vice      President,     Information
  Age - 60                     Technology,  January 1997  to  date.
                               Vice      President,      Management
                               Information Systems, Premier Farnell
                               (industrial      and     electronics
                               distributor)  1995  to  1996;  Chief
                               Information   Officer    and    Vice
                               President,  Information  Technology,
                               James  River  Corp. (paper  products
                               manufacturer) 1993 to 1995.


J. R. Gwinnell                 Vice       President,      Corporate
  Age - 43                     Development  and Strategy,  February
                               4,  1998  to date. Senior Engagement
                               Manager,  McKinsey & Company,  Inc.,
                               (management  consultants),  1989  to
                               1996.   Vice  President,   Strategy,
                               Westinghouse  Electric   Corporation
                               (electrical equipment manufacturer),
                               1996 to February 1998.


G. W. Henry                    Executive  Vice President, Worldwide
  Age - 53                     Plastics,  August  1998   to   date.
                               Senior Vice President, International
                               Operations, May 1997 to August 1998.
                               Vice President - Operations, 1992  -
                               1994;  Vice President, International
                               Operations, 1994 - May 1997.



J. S. Pyke, Jr.                Vice President, General Counsel  and
  Age - 60                     Secretary, 1979 to date.


D. R. Schrank                  Senior  Vice  President, Operations,
  Age - 50                     May 1997 to date. Vice President and
                               Chief   Financial  Officer  of   the
                               Registrant, September 1993  -  April
                               1995; Vice President, North American
                               Plastics Operations, April  1995  to
                               May 1997.


C. R. Sachs                    Treasurer,  August  1996  to   date.
  Age - 46                     Treasurer      Outboard       Marine
                               Corporation     (manufacturer     of
                               recreational   boats   and    marine
                               engines) 1992-1996.


T. E. Lindsey                  Controller, July 1990 to date.
  Age - 48


                             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 25 and Shareholder Information at the bottom of
          page  26  of Registrant's Annual Report distributed  to
          stockholders  for  the fiscal year ended  December  31,
          1998,  which  tables and information  are  incorporated
          herein by this reference.

ITEM 6.   SELECTED FINANCIAL DATA

          See  Selected  Financial Data at pages  26  and  27  of
          Registrant's  Annual Report distributed to stockholders
          for  the  fiscal  year ended December 31,  1998,  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 28 through 30 of Registrant's Annual  Report
          distributed to stockholders for the fiscal  year  ended
          December 31, 1998, which pages are incorporated  herein
          by this reference.


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

          See  the paragraphs captioned "Concentrations of Credit
          Risk"  and "Derivative Financial Instruments"  on  page
          17,   and  "Financial  Instruments,"  "Cash  and   Cash
          Equivalents," "Long and Short-Term Debt," and  "Foreign
          Exchange  Contracts"  and the  corresponding  table  on
          pages  22  to  23, and the paragraph captioned  "Market
          Risk"  on  page  29 of the Registrant's  Annual  Report
          distributed to stockholders for the fiscal  year  ended
          December  31,  1998,  which paragraphs  and  table  are
          incorporated herein by this reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          See  pages 13 through 25 and the bottom of page  30  of
          Registrant's  Annual Report distributed to stockholders
          for  the  fiscal  year ended December 31,  1998,  which
          pages are incorporated herein by this reference.


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

          None.


                            PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


          Directors


          See the table listing nominees for directors on page  2
          of  Registrant's definitive proxy statement distributed
          to  stockholders dated March 18, 1999, filed  with  the
          Commission pursuant to Regulation 14A, which  table  is
          incorporated herein by this reference.


          Executive Officers


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


          Section 16(a) Beneficial Ownership Reporting Compliance


          See the paragraph bearing the foregoing caption on page
          5    of   Registrant's   definitive   proxy   statement
          distributed to stockholders dated March 18, 1999, filed
          with  the Commission pursuant to Regulation 14A,  which
          paragraph is incorporated herein by this reference.


ITEM 11.  EXECUTIVE COMPENSATION


          See  the section captioned "Executive Compensation"  at
          pages  5  through  13 of Registrant's definitive  proxy
          statement  distributed to stockholders dated March  18,
          1999,  filed with the Commission pursuant to Regulation
          14A,  which  section  is incorporated  herein  by  this
          reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

(a)       Security Ownership of Certain Beneficial Owners:

          See  the section captioned "Holdings of Shares  of  the
          Company's  Common  Stock" at  page  5  of  Registrant's
          definitive  proxy statement distributed to stockholders
          dated March 18, 1999 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  18,  1999 filed with the Commission pursuant  to
          Regulation   14A,   which  table  and   footnotes   are
          incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None.


                             PART IV

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


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

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

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

(3)  Articles of Incorporation and By-laws.

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

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


(4)  Instruments Defining the Rights of Security Holders:

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

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

     (c)    Indenture  dated  September  15,  1991  between   the
     Registrant  and  Ameritrust Company,  National  Association,
     Trustee  relating  to  Registrant's  $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)   Associates  Ownership Trust Agreement dated  September
     12,  1991,  between Registrant and Wachovia  Bank  of  North
     Carolina,  filed  as  Exhibit 28.3 to  Registrant's  Current
     Report   on   Form  8-K  dated  September  12,   1991,   and
     incorporated herein by this reference.
 (10)     Material Contracts:


     *(a)  1988 Long-Term Incentive Plan, and forms of Grants  of
     Stock  Options, Grants of Appreciation Rights and Grants  of
     Long-Term Incentive Units thereunder, filed as Exhibit 10(e)
     to  Registrant's Annual Report on Form 10-K for  the  fiscal
     year  ended  December 31, 1988, and incorporated  herein  by
     this  reference.  Also forms of 1989 Stock Option Agreement,
     1989  Grant of Appreciation Rights and 1989 Grant  of  Long-
     Term Incentive Units, filed as Exhibit 10(e) to Registrant's
     Annual  Report  on  Form  10-K for  the  fiscal  year  ended
     December 31, 1989 and incorporated herein by this reference.
     Also  1990 Amendment to the Plan, filed as Exhibit 10(e)  to
     Registrant's  Form 10-K for the fiscal year  ended  December
     31, 1990 and incorporated herein by this reference and forms
     of  1990  Stock Option Agreement, 1990 Grant of Appreciation
     Rights and 1990 Grant of Long-Term Incentive Units, filed as
     Exhibit 10(e) to Registrant's Form 10-K for the fiscal  year
     ended  December  31, 1990 and incorporated  herein  by  this
     reference.   Also  1991  Amendment to  the  Plan,  filed  as
     Exhibit 10(f) to Registrant's Form 10-K for the fiscal  year
     ended  December  31, 1991, and incorporated herein  by  this
     reference. Also 1994 Amendment to the Plan, filed as Exhibit
     A  to Registrant's definitive proxy statement distributed to
     stockholders dated March 17, 1994 and incorporated herein by
     this  reference.   Also  forms of  Stock  Option  Agreement,
     Performance  Share  Award  Agreement  and  Restricted  Stock
     Agreement  entered  into by all participants  in  the  Plan,
     filed as Exhibit 10(a) to Registrant's Annual Report on Form
     10-K  for  the  fiscal  year ended December  31,  1997,  and
     incorporated herein by this reference.

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

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

     *(d) Form of Amended and Restated Employment Agreement dated
     as  of  August  5, 1998 between Registrant  and  certain  of
     Registrant's executive officers filed herewith.

     *(e)  Description of Directors' compensation and  retirement
     benefit,  set  forth  in  the section captioned  "Directors'
     Compensation"  on  page 14 of Registrant's definitive  proxy
     statement   dated   March  18,  1999,  as   distributed   to
     stockholders  and  filed  with the  Commission  pursuant  to
     Regulation 14A, which section is incorporated herein by this
     reference.

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

     *(g)  Supplemental Retirement Benefit Plan in which  any  of
     the  five most highly compensated executive officers of  the
     Registrant   participates,  filed  as   Exhibit   10(k)   to
     Registrant's Annual Report on Form 10-K for the fiscal  year
     ended  December  31, 1992 and incorporated  herein  by  this
     reference.   Also, Amendment and Restatement of  M.A.  Hanna
     Company Supplemental Retirement Plan dated as of January  1,
     1999, filed  herewith.

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

     (i)   Termination  Agreement and Release between  Registrant
     and  its  former  Chairman of the Board and Chief  Executive
     Officer, D. J. McGregor, dated as of October 7, 1998,  filed
     herewith.



          [*-   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, 1998, filed herewith.

(18)  Letter  regarding  Change in Accounting  Principles,  filed
herewith.

(21) Subsidiaries of the Registrant, filed herewith.

(23) Consent of Independent Accountants, filed herewith.

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

(27) Financial Data Schedule, filed herewith.


     (ii) Other exhibits:


            Financial  statements  (and  consent  of  independent
accountants) pursuant to Form 11-K and Rule 15D-21 for  the  year
ended  December 31, 1998, for the Capital Accumulation  Plan  for
Salaried   Employees  of  M.  A.  Hanna  Company  and  Associated
Companies,  and for stock purchase/savings plans of  Registrant's
subsidiaries and divisions will be filed as exhibits to the  Form
10-K under a Form 10-K/A amendment not later than June 29, 1999.


(b)  Since September 30, 1998, Registrant has filed no report  on
     Form 8-K.

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

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

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


                                   M. A. HANNA COMPANY
                                        (Registrant)



Date:     March 22, 1999      By   /s/J. S. Pyke, Jr.
                                  J. S. Pyke, Jr.
                                  Vice President, General Counsel
                                  and Secretary


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



Date:     March 22, 1999           By   /s/M. D. Walker     _____
                                  M. D. Walker
                                  Chairman and Chief
                                  Executive Officer (Principal
                                  Executive      Officer) and
                                  Director



Date:     March 22, 1999     By    /s/M. S. Duffey
                                  M. S. Duffey
                                  Senior Vice President
                                  Finance and Administration
                                  (Principal Financial Officer)



Date:     March 22, 1999     By    /s/T. E. Lindsey
                                  T. E. Lindsey
                                  Controller
                                  (Principal Accounting Officer)







                                   C. A. Cartwright, Director


                                   W. R. Embry, Director


                                   J. T. Eyton, Director


                                   R. A. Garda, Director


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

Date: March 22, 1999
                                   D. B. Lewis, Director


                                   M. L. Mann, 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, 1998, are incorporated  herein  by
reference in Item 8:

     Summary of accounting policies
     Consolidated balance sheets - December 31, 1998 and 1997
      Consolidated statements of income, stockholders' equity
and cash
         flows - years ended December 31, 1998, 1997 and 1996
     Notes to financial statements

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

         Schedule II - Valuation and qualifying accounts

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

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







                             F-1







            Report of Independent Accountants on
                Financial Statement Schedule



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

Our audits of the consolidated financial statements referred
to in our report dated January 27, 1999 appearing on page 30
of the 1998 Annual Report to Stockholders of M.A. Hanna
Company (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement
Schedule listed in Item 14(a) of this Form 10-K.  In our
opinion, this Financial Statement Schedule presents fairly,
in all material respects, the information set forth therein
when read in conjunction with the related consolidated
financial statements.




/s/ PricewaterhouseCoopers LLP


Cleveland, Ohio
January 27, 1999





                             F-2









SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

M. A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES



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


Year ended December 31, 1998:
   Deducted from asset accounts:
      Allowance for doubtful accounts   $  8,649,000   $ 2,596,000  $  49,000(a)

   Reserve for Profit Improvement Plan             -    29,800,000          -

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

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






             COL. A                        COL. D           COL. E



                                         Deductions -    Balance at End
                                          Describe         of Period
           DESCRIPTION


Year ended December 31, 1998:
   Deducted from asset accounts:
      Allowance for doubtful accounts   $ 1,537,000(b)    $ 9,757,000

   Reserve for Profit Improvement Plan   19,601,000(c)     10,199,000

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

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




(a)  Reserves of companies acquired and translation impact of foreign reserves.
(b)  Uncollectible amounts written off.
(c)  Asset write-offs, severance payments and plant closure costs.


                               F-3









                                                            ITEM 14(c)


                          EXHIBIT LIST


                                                       Sequential
                                                         Page No.


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

(3)  Articles of Incorporation and By-laws.

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

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


(4)  Instruments  Defining  the   Rights   of
     Security Holders:

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

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


     (c)   Indenture dated September 15, 1991
     between  the  Registrant and  Ameritrust
     Company,  National Association,  Trustee
     relating  to  Registrant's  $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)     Associates    Ownership    Trust
     Agreement  dated  September  12,   1991,
     between Registrant and Wachovia Bank  of
     North Carolina, filed as Exhibit 28.3 to
     Registrant's Current Report on Form  8-K
     dated    September   12,    1991,    and
     incorporated herein by this reference.



 (10)     Material Contracts:


     *(a) 1988 Long-Term Incentive Plan,  and
     forms of Grants of Stock Options, Grants
     of  Appreciation Rights  and  Grants  of
     Long-Term  Incentive  Units  thereunder,
     filed  as  Exhibit 10(e) to Registrant's
     Annual  Report  on  Form  10-K  for  the
     fiscal year ended December 31, 1988, and
     incorporated  herein by this  reference.
     Also   forms   of  1989   Stock   Option
     Agreement,  1989  Grant of  Appreciation
     Rights   and  1989  Grant  of  Long-Term
     Incentive Units, filed as Exhibit  10(e)
     to Registrant's Annual Report on Form 10-
     K for the fiscal year ended December 31,
     1989  and  incorporated herein  by  this
     reference.  Also 1990 Amendment  to  the
     Plan,   filed   as  Exhibit   10(e)   to
     Registrant's  Form 10-K for  the  fiscal
     year   ended  December  31,   1990   and
     incorporated  herein by  this  reference
     and   forms   of   1990   Stock   Option
     Agreement,  1990  Grant of  Appreciation
     Rights   and  1990  Grant  of  Long-Term
     Incentive Units, filed as Exhibit  10(e)
     to Registrant's Form 10-K for the fiscal
     year   ended  December  31,   1990   and
     incorporated  herein by this  reference.
     Also  1991 Amendment to the Plan,  filed
     as Exhibit 10(f) to Registrant's Form 10-
     K for the fiscal year ended December 31,
     1991,  and incorporated herein  by  this
     reference.  Also 1994 Amendment  to  the
     Plan, filed as Exhibit A to Registrant's
     definitive  proxy statement  distributed
     to stockholders dated March 17, 1994 and
     incorporated  herein by this  reference.
     Also  forms  of Stock Option  Agreement,
     Performance  Share Award  Agreement  and
     Restricted Stock Agreement entered  into
     by  all participants in the Plan,  filed
     as  Exhibit 10(a) to Registrant's Annual
     Report on Form 10-K for the fiscal  year
     ended    December    31,    1997,    and
     incorporated herein by this reference.

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





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



     *(d)   Form  of  Amended  and   Restated
     Employment Agreement dated as of  August
     5,  1998  between Registrant and certain
     of   Registrant's  executive   officers,
     filed herewith.                                     39



     *(e)     Description    of    Directors'
     compensation and retirement benefit, set
     forth    in    the   section   captioned
     "Directors' Compensation" on page 14  of
     Registrant's definitive proxy  statement
     dated March 18, 1999, as distributed  to
     stockholders   and   filed   with    the
     Commission  pursuant to Regulation  14A,
     which section is incorporated herein  by
     this reference.



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



     *(g)   Supplemental  Retirement  Benefit
     Plan  in  which  any of  the  five  most
     highly compensated executive officers of
     the  Registrant participates,  filed  as
     Exhibit  10(k)  to  Registrant's  Annual
     Report on Form 10-K for the fiscal  year
     ended December 31, 1992 and incorporated
     herein   by   this   reference.    Also,
     Amendment and Restatement of M.A.  Hanna
     Company  Supplemental  Retirement   Plan
     dated  as  of  January  1,  1999,  filed
     herewith.                                           59



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



     (i)   Termination Agreement and  Release
     between   Registrant  and   its   former
     Chairman   of   the  Board   and   Chief
     Executive Officer, D. J. McGregor, dated
     as of October 7, 1998, filed herewith.              80



          [*-  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.                                                90


(13)    Registrant's   Annual    Report    as
distributed  to stockholders for  the  fiscal
year ended December 31, 1998, filed herewith.            91


(18)  Letter  regarding Change in  Accounting
Principles, filed herewith.                             127


(21)  Subsidiaries  of the Registrant,  filed
herewith.                                               128


(23)   Consent  of  Independent  Accountants,
filed herewith.                                         129


(24)  Powers of Attorney of certain Directors
of Registrant, filed herewith.                          130


(27) Financial Data Schedule, filed herewith.           140


     (ii) Other exhibits:


           Financial statements (and  consent
of  independent accountants) pursuant to Form
11-K  and  Rule  15D-21 for  the  year  ended
December   31,   1998,   for   the    Capital
Accumulation  Plan for Salaried Employees  of
M. A. Hanna Company and Associated Companies,
and  for  stock  purchase/savings  plans   of
Registrant's subsidiaries and divisions  will
be filed as exhibits to the Form 10-K under a
Form 10-K/A amendment not later than June 29,
1999.


(b)  Since September 30, 1998, Registrant has
     filed no report 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.