Item 14(c) Exhibit (i) 10 (i)

              TERMINATION AGREEMENT AND RELEASE

This TERMINATION AGREEMENT AND RELEASE ("Agreement") is made
and  entered  into  as of October 7, 1998 between  the  M.A.
HANNA  COMPANY,  a Delaware corporation (the "Company")  and
DOUGLAS J. McGREGOR ("Executive").

                         WITNESSETH:

WHEREAS,  Executive  has advised the Company  he  wishes  to
terminate  his  employment as a full-time executive  of  the
Company and retire;

WHEREAS,  in  connection  with the  foregoing,  the  parties
desire to make provision for (a) granting a leave of absence
to  the  Executive;  (b)  the  payments  and  benefits  that
Executive  is  entitled to receive prior to  and  after  his
termination of employment and retirement, (c) a covenant  by
the  Executive  not to compete with the Company  and  (d)  a
release  of  any  claims  Executive  may  have  against  the
Company;

NOW,  THEREFORE,  in  consideration  of  the  promises   and
agreements  contained  herein and other  good  and  valuable
consideration,  the  sufficiency and receipt  of  which  are
hereby acknowledged, and intending to be legally bound,  the
Company and the Executive agree as follows:


1.   Executive elects to resign the positions of Chairman of
the  Board  and  Chief  Executive Officer  June  30effective
October 7, 1998 (the "Resignation Date") and to remain as an
employee   of  the  Company  until  January  3,  2001   (the
"Retirement  Date"),  at  which  time  the  Executive  shall
retire.   The Company hereby accepts Executive's resignation
and  consents to his retirement on the Retirement Date.  The
Company hereby grants the Executive a leave of absence  from
October  7, 1998 through January 3, 2001.  During the  leave
of  absence Executive's duties and responsibilities shall be
to  assist  the  Company in defense  of  any  litigation  or
proceeding  relating  to  matters  in  which  Executive  was
involved  prior  to  October 7, 1998 and to  undertake  such
other tasks as the parties shall mutually agree


2.    On  the Resignation Date all of Executive's rights  to
payments  and  benefits  from the  Company  shall  terminate
except as specifically provided herein.

     A.    The Company shall continue payment of Executive's
salary at the annual rate in effect on the Resignation  Date
for  six months after the Resignation Date and shall make  a
severance payment to the Executive in the amount of $590,000
in January, 1999, all subject to the required withholdings.

     B.    Until  the  Retirement  Date  Executive  and  his
dependents shall continue to have a right to participate  in
the Company's medical benefits and dental plans pursuant  to
the  terms of those plans, as they may be amended from  time
to  time.  The Executive agrees that, in the event he  fails
to  make  his semi-monthly participant contribution to  such
plans,  the  Company may deduct such contribution  from  the
payments  yet  to be made pursuant to subsection  A.  above.
After the Retirement Date Executive and his dependents shall
participate  in the Company's salaried retiree  health  care
plan in accordance with the terms of that plan, as it may be
amended from time to time.

     C.     In  accordance with the respective Stock  Option
Agreements  entered  into  between  the  Company   and   the
Executive,  the  options  granted  to  the  Executive   will
continue  to  vest  under  the  terms  prescribed  in   such
Agreements until the close of business on November 5,  2000,
and  Executive may exercise the options granted  to  him  to
purchase the Company's Common Stock for up to the earlier of
(i)  the expiration date of each grant or (ii) three (3)  or
five  (5) years as prescribed by the respective Stock Option
Agreement.

     D.   For purposes of the awards of LTIP Units under the
M.  A.  Hanna Company 1988 Long-Term Incentive Plan for  the
1996-'97-'98,  1997-`98-'99  and  1998-`99-2000  performance
periods,  the Executive shall have the right to  payouts  at
the  same  time and same payout percentage as the  corporate
executive  officers,  pro-rated to reflect  the  Executive's
service  in  the  respective performance  periods  from  the
beginning of the periods to the Resignation Date

     E.     The  restricted  stock agreements  entered  into
between the Company and the Executive will continue to be in
full  force  and effect and operate in accordance  with  the
terms  thereof and on the Retirement Date any  shares  which
are  still  restricted  will  become  vested  and  free   of
restrictions.

     F.     The   Executive's  accounts  in  the   Company's
Voluntary Non-Qualified Deferred Compensation Plan  and  the
Deferral of Stock Options Gain Plan shall be paid out  after
the  Retirement  Date in accordance with the  terms  of  the
Plans and the Executive's elections thereunder.

     G.     The Executive may continue to participate in the
Company's split-dollar insurance and retirement program,  in
accordance with the terms of that program, and may make  his
scheduled premium payments in 1999 and 2000, and  if  he  so
participates,  the Company will make available  to  him  the
benefits prescribed by such program.

    H.      The   Executive's  rights  to   any   additional
contributions  to  the Company's Capital  Accumulation  Plan
shall terminate on the Resignation Date and all other rights
under  such Plan will continue in accordance with the  terms
and provisions of such Plan as such Plan may be amended from
time to time.

    I.     The Executive shall have the right to convert his
Company-provided life insurance coverage on  the  Retirement
Date  to  a  whole  life policy in the principal  amount  of
$550,000.

     J.     After  the Resignation Date the Executive  shall
continue to participate as a deferred vested participant  in
the  Salaried Employees Retirement Income Plan according  to
the  terms of the Plan, as amended as of November  4,  1998,
and  as may be amended from time to time in the future,  and
upon  attaining  age  65  shall  be  eligible  for  benefits
thereunder as prescribed by the Plan, as amended.

     K.     The Executive shall cease participation  in  the
Supplemental  Retirement  Benefit  Plan  effective  on   the
Resignation Date and shall be paid a lump sum SERIP  benefit
under  the Plan of $1,814,000 on the effective date of  this
Agreement, as defined in Section 7 hereof, and a CAP benefit
under  the  Plan  of  $2,037,679 in ten annual  installments
commencing on January 1, 1999.

     L.     The  Company shall provide third-party financial
counseling services to the Executive in accordance with  its
program  for  executive officers, as  that  program  may  be
amended  from  time  to time, through Executive's  1999  tax
year.


3.    In  consideration of the promises, agreements and  the
payments described herein, the parties agree that except  as
otherwise   specifically  provided  herein,   all   of   the
agreements,  arrangements  or  understandings  between   the
Company and the Executive are hereby terminated and canceled
and shall be of no further force or effect whatsoever.


4.    Executive acknowledges and confirms that the Agreement
between  the Company and the Executive dated August 5,  1996
with respect to intellectual property rights is binding  and
in full force and effect and after the Resignation Date will
continue to be binding and in full force and effect.


5.    Unless  he  receives  written waiver  from  the  Chief
Executive  Officer  of  the Company, Executive  agrees  that
prior  to January 3, 2001 he shall not, whether directly  as
an  individual  or on his own account, or  indirectly  as  a
partner,    joint   venturer,   employee,    agent,    sales
representative, consultant, officer, director or stockholder
of any firm or corporation, directly or indirectly engage in
any or all of the following activities within North America:

      (a)   enter  into  or  engage in  any  business  which
competes with the Company's business, as defined below;

      (b)  promote or assist, financially or otherwise,  any
person,  firm,  association or corporation  engaged  in  any
business  which  competes with the  Company's  business,  as
defined below;

      (c)  solicit customers and/or sources of referral  for
the  same,  business, patronage or orders for, or sell,  any
products  or  services  in  competition  with,  or  for  any
business  that  competes  with the  Company's  business,  as
defined below; or

      (d)  divert, entice, or take away any customers and/or
sources  of  referral for the same, business,  patronage  or
orders  of  the  Company's business, as  defined  below,  or
attempt to do so;

provided,  however,  that  neither beneficial  ownership  by
Executive  of  not  more  than  five  percent  (5%)  of  the
outstanding equity securities of any publicly traded company
or  Executive's  investment in Metapoint Partners  shall  be
deemed to be a violation of this Section 5.

      For purposes of this Section 5, the Company's business
is  defined  as the compounding of plastics and rubber,  the
manufacture and sale of color and additive systems  and  the
distribution of resin and engineered plastic shapes.


6.    Executive acknowledges that his obligations under this
Agreement are reasonable in the context of the nature of the
business of the Company and the competitive injuries  likely
to  be  sustained by the Company if Executive violated  such
obligations.

      Executive acknowledges and agrees that the  remedy  at
law   available  to  the  Company  for  breach  of  any   of
Executive's  obligations  under  this  Agreement  would   be
inadequate, and agrees and consents that in addition to  any
other  rights or remedies which the Company may have at  law
or in equity, including offsetting any amounts due hereunder
or   terminating  any  additional  payments  due  hereunder,
temporary and permanent injunctive relief may be granted  in
any proceeding which may be brought to enforce any provision
contained in this Agreement without the necessity  of  proof
of actual damage.


7.    (a)  In consideration of the promises, agreements  and
the  payments described herein to which Executive would  not
otherwise  be  entitled by virtue of his leave  of  absence,
termination  of  employment and retirement,  Executive  will
execute  and  deliver to the Company upon the  execution  of
this    Agreementon   the   Termination   Date   a   release
substantially  in  the  form  of  Exhibit  A   hereto   (the
"Release").   Failure to deliver the Release  as  prescribed
shall  operate  to release the Company from  any  obligation
hereunder  to  pay  compensation  and  benefits   to   which
Executive would not otherwise be entitled by virtue  of  his
termination of employment.

      (b)    Executive further agrees and acknowledges that:

      (i)  He has been advised by the Company to consult with
      legal  counsel prior to executing the Agreement and the
      release  provided  for  in this  Section;  has  had  an
      opportunity  to  consult with and has been  advised  by
      legal  counsel  of  his choice, fully  understands  the
      terms  of  this  Agreement, enters into this  Agreement
      freely  and  voluntarily and intending  to  be  legally
      bound.

      (ii) He has received in exchange for this Agreement and
      for the release consideration above and beyond that  to
      which he otherwise would be entitled, including but not
      limited to,  a  portion    of the payments described in
      Section      2.A.       hereof     and the     payments
      described in Section 2.K. hereof.

      (iii)      He  may have available to him  a  period  of
      twenty-one (21) days to review and consider  the  terms
      of  this  Agreement, and the release contained  herein,
      prior  to its execution and that he may use as much  of
      the twenty-one (21) days period as he desires.

      (iv)  He may, within seven (7) days after his execution
      hereof, which 7-day period may not be shortened, revoke
      this Agreement.  Revocation shall be made by delivering
      a  written  notice of revocation to John S. Pyke,  Jr.,
      Vice  President, General Counsel and Secretary  of  the
      Company.  For such revocation to be effective,  written
      notice  must be actually delivered to Mr. Pyke's office
      by  no  later than the close of business on the seventh
      (7th) day after Executive executes this Agreement.   If
      Executive exercises his right to revoke this Agreement,
      all  of the terms and conditions of the Agreement shall
      be  of  no force and effect, including, but not limited
      to,  the obligation of the Company to make any payments
      to Executive pursuant to the Agreement.

      (v)   This  Agreement  shall not become  effective  and
      enforceable until after expiration of the seven (7) day
      revocation   period  described  above  and  Executive's
      delivery  to  the Vice President, General  Counsel  and
      Secretary of the Company of a certificate in  the  form
      of  Exhibit  B hereto (the "Certificate")  executed  by
      Executive  after  such  time,  if  there  has  been  no
      revocation of the Agreement, and upon delivery  of  the
      executed   Certificate,  the   Company   shall   become
      obligated  to  make the payments to Executive  provided
      for in this Agreement and this Agreement shall be fully
      enforceable and effective.


8.    For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be  deemed
to  have  been duly given when delivered, addressed  to  the
Company  (to  the  attention of the Vice President,  General
Counsel  and Secretary) at Suite 36-5000, 200 Public Square,
Cleveland,  OH  44114-2304, and  to  the  Executive  at  his
principal  residence,  6  Country Lane,  Pepper  Pike,  Ohio
44124,  or  to  such  other address as any  party  may  have
furnished   to  the  other  in  writing  and  in  accordance
herewith.   Notices of change of address shall be  effective
only upon receipt.


9.    The    validity,   interpretation,  construction   and
performance of this Agreement (and every other issue arising
hereunder)  shall be governed by the laws of  the  State  of
Ohio, without giving effect to the principles of conflict of
laws of such state.


10.   Any  dispute  arising  out  of  or  relating  to  this
Agreement  or  the breach, termination or validity  thereof,
shall be settled by arbitration in accordance with the then-
current   Center   for  Public  Resouces  Rules   for   Non-
Administered Arbitration of Business Disputes by a panel  of
three   (3)  arbitrators.   Each  party  shall  appoint   an
arbitrator and the Center for Public Resouces shall  appoint
the third arbitrator.  The arbitration shall be governed  by
the   United  States  Arbitration  Act,  U.S.C.   1-16,  and
judgment  upon  the award rendered by the arbitration  panel
may  be  entered  by any court having jurisdiction  thereof.
The  place  of  arbitration shall be Cleveland,  Ohio.   The
arbitrators are not empowered to award damages in excess  of
compensatory damages and each party hereby waives any  right
to recover such damages with respect to any dispute resolved
by  arbitration.  The parties shall equally share  the  fees
and costs of the arbitrators.


11.   No provision of this Agreement may be modified, waived
or  discharged unless such waiver, modification or discharge
is agreed to in writing signed by Executive and the Company.
No  waiver by any party hereto at any time of any breach  by
any  other party hereto or compliance with any condition  or
provision  of this Agreement to be performed by  such  other
party  shall  be  deemed a waiver of similar  or  dissimilar
provisions  or  conditions at the same or at  any  prior  or
subsequent time.  No agreements or representations, oral  or
otherwise, expressed or implied with respect to the  subject
matter hereof have been made by any of the parties that  are
not  set forth expressly in this Agreement and every one  of
them (if, in fact, there have been any) is hereby terminated
without liability or any other legal effect whatsoever.



12.   This   Agreement  together  with  its  Exhibits  shall
constitute  the  entire agreement among the  parties  hereto
with   respect  to  the  subject  matter  hereof  and  shall
supersede all prior verbal or written agreements, covenants,
communications, understandings, commitments, representations
or  warranties, whether oral or written, by any party hereto
or  any  of  its representatives pertaining to such  subject
matter.


IN  WITNESS  WHEREOF,  the parties have  entered  into  this
Agreement as of the
first date written above.

                                M. A. HANNA COMPANY


                                By:____________________________
                                   Vice President



                                _______________________________
                                Douglas J. McGregor






                          EXHIBIT A

                             TO

             TERMINATION  AGREEMENT AND RELEASE

            DATED AS OF          OCTOBER 7, 1998


                           RELEASE


This RELEASE is made and entered into pursuant to a certain
TERMINATION AGREEMENT AND RELEASE dated as of October 7,
1998 between M. A. HANNA COMPANY and DOUGLAS J. McGREGOR
(the "Agreement").

1.   The terms defined in the Agreement shall have the same
meaning herein, unless the context otherwise requires.

2.    Executive for himself and his dependents,  successors,
assigns,  heirs, executors and administrators (and  his  and
their legal representatives of every kind), hereby releases,
dismisses  and  forever  discharges  the  Company  and   its
successors  and assigns and its directors, officers,  agents
and employees in their capacities as such (collectively, the
"Released  Parties") from any and all arbitrations,  claims,
demands, damages, suits, actions and/or causes of action  of
any  kind  and every description, whether known or  unknown,
which  now  has or may have had, or may have in the  future,
for, upon, or by reason of any cause whatsoever arising  out
of  fact  or events occurring prior to the Termination  Date
(except that this release shall not apply to the obligations
of  the  Company  arising under the Agreement,  and  certain
claims  specifically excepted in clause (v) below),  against
any of the Released Parties, including, but not limited to:

           (i)   any  and all claims, including  claims  for
     attorneys'  fees, causes of action, suits, proceedings,
     damages  or demands arising out of or relating  to  any
     agreements, arrangements or understandings between  the
     Executive  and  the Company (other than certain  claims
     specifically excepted in clause (v) below);

           (ii)  any  and all claims, including  claims  for
     attorneys'  fees, causes of action, suits, proceedings,
     damages  or  demands  arising out  of  or  relating  to
     Executive's  employment  by  and/or  service  with  the
     Company, in any capacity, and his termination from  the
     Company;

           (iii)    any and all claims, including claims for
     attorneys'   fees,  demands,  and  causes  of   action,
     including all claims of discrimination, including,  but
     not  limited  to,  claims of sex, race,  age,  national
     origin,  religious  and/or handicapped  discrimination,
     including,  specifically,  but  without  limiting   the
     generality of the foregoing, any claims under  the  Age
     Discrimination in Employment Act, as amended, 29 U.S.C.
     621  to 634, Title VII of the Civil Rights Act of 1964,
     as  amended, and the Americans with Disabilities Act of
     1990, as amended;

           (iv)  any  and  all  claims, demands,  causes  of
     action,  including,  but  not  limited  to,  claims  of
     wrongful  or unjust discharge or breach of any contract
     or promise, express or implied; and

           (v)   any  and all claims, demands or  causes  of
     action, including claims for attorneys' fees, under the
     Employee  Retirement Income  Security Act of  1974,  as
     amended,  or  relating to any and all employee  benefit
     plans,  programs or arrangements of the Company,  other
     than  claims  incurred and properly payable  under  the
     terms of the Company's health benefit plan or under the
     terms of any other benefits plan specified in Section 3
     of the Agreement.


                                   _________________________
                                   Douglas J. McGregor


                                   Dated:              199_





                          EXHIBIT B

                             TO

              TERMINATION AGREEMENT AND RELEASE

                 DATED AS OF OCTOBER 7, 1998



I hereby certify that I have not revoked and/or canceled my
obligations pursuant to that certain Termination Agreement
and Release between M. A. Hanna Company and Douglas J.
McGregor entered into as of October 7, 1998.




                                        __________________________
                                        Douglas J. McGregor

                                        Dated:             199_