|EXHIBIT 4(d)                     
|---------------------------------
|THIRD AMENDMENT TO LOAN AGREEMENT



This Third Amendment to Loan Agreement ("Amendment") is entered into as of September 27, 2000 by and between Wellman, Inc., a Delaware corporation (the "Borrower"); the financial institutions now or hereafter party to the Loan Agreement and
signing this Amendment (defined below) (the "Banks") and Fleet National Bank, a national banking association, as agent for the Banks ("Agent").

The Borrower, the Agent and the Banks hereby mutually agree as follows:

|RECITALS:
|---------



WHEREAS, the Borrower, the Agent, the Banks, Bank of America, N.A., as syndication agent, First Union National Bank, as documentation agent and The Chase Manhattan Bank and Wachovia Bank, N.A. as senior managing agents are parties to that certain
Loan Agreement dated as of September 28, 1999 pursuant to which the Banks made available up to $325,000,000 in a 4-Year Loan and up to $125,000,000 in a 364-Day Loan to the Borrower, as amended on April 28, 2000 and September 15, 2000 which, inter alia, reduced the 4-Year Commitment to $275,000,000 (the "Loan Agreement"); and

WHEREAS, the Borrower has requested the Agent and the Banks to amend the Loan Agreement to renew the 364-Day Commitment.

WHEREAS, capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Loan Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby mutually agree that the Loan Agreement is amended, effective as of the date first set forth above, in the
following respects:

1.     Section 1.01 of the Loan Agreement is amended, effective as of September 27, 2000 as follows:

| | (a) | The definition of "364-Day Repayment Date" is amended by changing the date "... September 27, 2000..." therein to "...September 26, 2001...".
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

2.     The Borrower hereby restates all of the representations, warranties and covenants of the Borrower set forth in the Loan Agreement, as amended hereby, to the same extent as if fully set forth herein and the Borrower hereby certifies
that all such representations and warranties are true and accurate as of the date hereof, except to the extent any such representation and warranty relates solely to an earlier date, in which case such representation and warranty shall have been true and
correct in all material respects as of such earlier date and that no Default or Event of Default exists.

3.     The provisions of this Amendment are subject to the receipt by the Agent, in form and substance acceptable to the Agent of the following, all of which shall be due to the Agent prior to the effectiveness of this Amendment except where
otherwise indicated:

|(a) | This Amendment, duly executed on behalf of the Borrower and the Guarantors by an officer of the Borrower and each of the Guarantors so authorized.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Certificates from the Secretary of the Borrower certifying as to the resolutions of the Board of Directors of the Borrower authorizing and approving this Amendment and certifying as to the names and signatures of each officer of the Borrower authorized
to execute and deliver this Amendment and/or such other documents on behalf of the Borrower.  The Agent and the Banks may rely on such Secretary's certificate until the Agent shall receive a further certificate of the Borrower canceling or amending the
signatures of the officers named in such further certificate.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4.     The Borrower further acknowledges and agrees that as of the date hereof there does not exist (i) any offset or defense against payment or performance of any of the Indebtedness and Obligations of the Borrower under or in connection
with any of the Loan Agreement, Notes and Related Documents, or (ii) any claim or cause of action by Borrower or any of the Guarantors against the Agent or any of the Banks with respect to the transactions described therein.

5.     Upon and after the date of this Amendment all references to the Loan Agreement in the Loan Agreement or in any Related Document shall mean the Loan Agreement as amended by this Amendment.  Except as expressly provided in this
Amendment, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any non-compliance with any provisions of the Loan Agreement, and the Loan Agreement
shall remain in full force and effect as amended by this Amendment.

6.     The parties hereto agree to execute and deliver such other instruments, and take such other action, as may be reasonably necessary to effectuate this Amendment.

7.     This Amendment shall be construed according to and governed by the laws of the State of New York without regard to its conflicts of laws rules.  If any provision of this Amendment is adjudicated to be invalid, illegal or unenforceable,
in whole or in part, it will be deemed omitted to that extent and all other provisions of this Amendment will remain in full force and effect.  This Amendment shall be binding upon and inure to the benefit of the parties and their respective legal
representatives, successors and assigns.  This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same
Amendment.  Delivery of a signed counterpart of a signature page to this Amendment by telecopier shall be as effective as delivery of a manually signed counterpart of this Amendment.  Upon completion of delivery of signed counterparts of this Amendment by
the parties hereto, this Amendment shall be deemed to comply with Section 9.06 of the Loan Agreement.

|[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
|------------------------------------------



IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed on its behalf as of the date first set forth above.

| | FLEET NATIONAL BANK, as Agent and a Lender

By:  /s/  John P. O'Loughlin
| | ------------------------------------------------------------------------
| | Name:  John P. O'Loughlin                                               
| | Title:   Director	Title:                                                

| | AGREED TO:

WELLMAN, INC., as Borrower

By:  /s/  Keith R. Phillips
| | -------------------------------------------------------------------
| | Name:  Keith R. Phillips                                           
| | Title:   Vice President                                            

| | LENDERS:

BANK OF AMERICA, N.A., as a Bank and as Syndication Agent

By:  /s/  Eileen C. Higgins
| | ------------------------------------------------------------------------------------------------
| | Name:  Eileen C. Higgins                                                                        
| | Title:   Vice President                                                                         

| | FIRST UNION NATIONAL BANK, as a Bank and as Documentation Agent

By:  /s/  Peter G. Mace
| | ----------------------------------------------------------------------------------------
| | Name:  Peter G. Mace                                                                    
| | Title:   Senior Vice President                                                          

| | WACHOVIA BANK, N.A., as a Bank and as a Senior Managing Agent

By:  /s/  M. Eugene Wood, III
| | --------------------------------------------------------------------------------------------
| | Name:  M. Eugene Wood, III                                                                  
| | Title:   Senior Vice President                                                              





| | THE CHASE MANHATTAN BANK, as a Bank and as a Senior Managing Agent

By:  /s/  Lawrence Palumbo, Jr.
| | ---------------------------------------------------------------------------------------------------
| | Name:  Lawrence Palumbo, Jr.                                                                       
| | Title:   Vice President                                                                            

| | THE NORTHERN TRUST COMPANY, as a Bank

By:  /s/  David J. Mitchell
| | ------------------------------------------------------------------
| | Name:  David J. Mitchell                                          
| | Title:   Vice President                                           

| | THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, as a Bank

By:  /s/  Paul Clarke           Tony O'Donovan
| | --------------------------------------------------------------------------------------------------------
| | Name:  Paul Clark               Tony O'Donovan                                                          
| | Title:   Manager                   Officer                                                              

| | MELLON BANK, N.A., as a Bank

By:  /s/  Leonard M. Karpen, Jr.
| | --------------------------------------------------------------
| | Name:  Leonard M. Karpen, Jr.                                 
| | Title:   Vice President                                       

|By:  /s/  Brian R. Landy | BANCA MONTE DEI PASCHI DI SIENA, S.P.A., as a Bank

By:  /s/  Serge M. Sondak
|------------------------ | -----------------------------------------------------------------------------
|Name:  Brian R. Landy    | Name:  Serge M. Sondak                                                       
|Title:   Vice President  | Title:   First Vice President &
Deputy General Manager                       

|      | MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as a Bank

By:  /s/  Dennis Wilczek
|----- | ------------------------------------------------------------------------------
|      | Name:  Dennis Wilczek                                                         
|Name: | Title:   Associate                                                            





|      | THE BANK OF NOVA SCOTIA, as a Bank

By:  /s/  Brian S. Allen
|----- | ------------------------------------------------------------
|      | Name:  Brian S. Allen                                       
|Name: | Title:   Managing Director                                  

|      | KBC BANK N.V., as a Bank

By: /s/ Robert M. Surdam, Jr.   Robert Snauffer
|----- | -------------------------------------------------------------------------
|      | Name: Robert M. Surdam, Jr.   Robert Snauffer                            
|Name: | Title:   Vice President         First Vice President                     



CONSENT BY GUARANTORS



The undersigned Guarantors hereby consent to the foregoing Amendment.

|      | PRINCE, INC., as Guarantor

By:  /s/  Keith R. Phillips
|----- | -------------------------------------------------------
|      | Name:  Keith R. Phillips                               
|Name: | Title:   President                                     

|      | WELLMAN OF MISSISSIPPI, INC., as Guarantor

By:  /s/  Keith R. Phillips
|----- | -----------------------------------------------------------------------
|      | Name:  Keith R. Phillips                                               
|Name: | Title:   Vice President                                                

|      | FIBER INDUSTRIES, INC., as Guarantor

By:  /s/  Keith R. Phillips
|----- | -----------------------------------------------------------------
|      | Name:  Keith R. Phillips                                         
|Name: | Title:   Vice President