UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

                                        OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 0-15899

                                  WELLMAN, INC.
                                  -------------
               (Exact name of registrant as specified in its charter)

                     Delaware                               04-1671740
                     --------                               ----------
            (State or other jurisdiction of               (I.R.S. Employer
            incorporation or organization)               Identification No.)

                     1040 Broad Street, Shrewsbury, NJ 07702
                     ---------------------------------------
                     (Address of principal executive offices)

                                  (732) 542-7300
                                  --------------
               (Registrant's telephone number, including area code)

     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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes X     No

     As of November 9, 1999, there were 33,932,589 shares of the registrant's
Class A common stock, $.001 par value, outstanding and no shares of Class B
common stock outstanding.










<PAGE>
                                   WELLMAN, INC.

                                      INDEX



                                                                     Page No.
                                                                     --------
PART I - FINANCIAL INFORMATION

   ITEM 1 - Financial Statements

      Condensed Consolidated Statements of Operations -
       For the three and nine months ended September 30, 1999 and 1998.    3

      Condensed Consolidated Balance Sheets -
       September 30, 1999 and December 31, 1998 . . . . . . . . . . . .    4

      Condensed Consolidated Statements of Stockholders' Equity
       For the nine months ended September 30, 1999 and the year ended
       December 31, 1998. . . . . . . . . . . . . . . . . . . . . . . .    5

      Condensed Consolidated Statements of Cash Flows -
       For the nine months ended September 30, 1999 and 1998. . . . . .    6

      Notes to Condensed Consolidated Financial Statements. . . . . . .    7

   ITEM 2 - Management's Discussion and Analysis of
       Financial Condition and Results of Operations. . . . . . . . . .   14

PART II - OTHER INFORMATION

   ITEM 6 - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .   24

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25


























                                        2
<PAGE>
<TABLE>
                                   WELLMAN, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
<CAPTION>
                                         THREE MONTHS        NINE MONTHS
                                      ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
                                        -------------       --------------
                                        1999      1998      1999      1998
                                        ----      ----      ----      ----
<S>                                   <C>       <C>       <C>       <C>
Net sales. . . . . . . . . . . . . . .$223,206  $237,025  $674,732  $761,373
Cost of sales. . . . . . . . . . . . . 207,413   205,252   608,223   643,989
                                      --------  --------  --------  --------

Gross profit . . . . . . . . . . . . .  15,793    31,773    66,509   117,384
Selling, general and
 administrative expenses . . . . . . .  18,566    17,683    54,789    55,940
Restructuring charge, net. . . . . . .      --        --    18,972        --
                                      --------  --------  --------  --------

Operating income (loss). . . . . . . .  (2,773)   14,090    (7,252)   61,444
Interest expense, net. . . . . . . . .   3,040     1,978    10,715     6,610
                                      --------  --------  --------  --------
Earnings (loss) before income taxes
 and cumulative effect of
 accounting change . . . . . . . . . .  (5,813)   12,112   (17,967)   54,834

Income tax expense (benefit) . . . . .  (1,743)    4,424    (5,167)   20,014
                                      --------  --------  --------  --------

Earnings (loss) before cumulative
 effect of accounting change . . . . .  (4,070)    7,688   (12,800)   34,820
Cumulative effect of accounting change,
 net of tax. . . . . . . . . . . . . .      --        --    (1,769)       --
                                      --------  --------  --------  --------

Net earnings (loss). . . . . . . . . .$ (4,070) $  7,688  $(14,569) $ 34,820
                                      ========  ========  ========  ========
Basic net earnings (loss) per
 common share:

  Earnings (loss) before cumulative
   effect of accounting change . . . .$  (0.13) $   0.25  $  (0.41) $   1.12
  Cumulative effect of accounting
   change. . . . . . . . . . . . . . .      --        --     (0.06)       --
                                      --------  --------  --------  --------

  Net earnings (loss). . . . . . . . .$  (0.13) $   0.25  $  (0.47) $   1.12
                                      ========  ========  ========  ========
Diluted net earnings (loss) per
 common share:

  Earnings (loss) before cumulative
   effect of accounting change . . . .$  (0.13) $   0.25  $  (0.41) $   1.11
  Cumulative effect of accounting
   change. . . . . . . . . . . . . . .      --        --     (0.06)       --
                                      --------  --------  --------  --------

  Net earnings (loss). . . . . . . . .$  (0.13) $   0.25  $  (0.47) $   1.11
                                      ========  ========  ========  ========
</TABLE>
            See notes to condensed consolidated financial statements.
                                        3
<PAGE>
<TABLE>
                                  WELLMAN, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
<CAPTION>
                                                  September 30,  December 31,
                                                      1999           1998
                                                   ----------    ------------
<S>                                                <C>            <C>
Assets
Current assets:
  Cash and cash equivalents. . . . . . . . . . .   $       --     $       --
  Accounts receivable, less allowance of $3,775
   in 1999 and $4,184 in 1998. . . . . . . . . .       73,448        101,420
  Inventories. . . . . . . . . . . . . . . . . .      161,888        183,883
  Prepaid expenses and other current assets. . .       15,279         18,959
                                                   ----------     ----------
     Total current assets. . . . . . . . . . . .      250,615        304,262
Property, plant and equipment, at cost:
  Land, buildings and improvements . . . . . . .      130,698        107,730
  Machinery and equipment. . . . . . . . . . . .      831,385        762,800
  Construction in progress . . . . . . . . . . .      229,830        437,084
                                                   ----------     ----------
                                                    1,191,913      1,307,614
  Less accumulated depreciation. . . . . . . . .     (374,517)      (392,756)
                                                   ----------     ----------
     Property, plant and equipment, net. . . . .      817,396        914,858
Cost in excess of net assets acquired, net . . .      251,539        262,089
Other assets, net. . . . . . . . . . . . . . . .       11,990          9,956
                                                   ----------     ----------
                                                   $1,331,540     $1,491,165
                                                   ==========     ==========
Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . .   $   53,234     $   64,013
  Accrued liabilities. . . . . . . . . . . . . .       55,188         40,895
  Current portion of long-term debt. . . . . . .       33,200        145,869
                                                   ----------     ----------
     Total current liabilities . . . . . . . . .      141,622        250,777
Long-term debt . . . . . . . . . . . . . . . . .      375,594        410,679
Deferred income taxes and other liabilities. . .      198,041        186,455
                                                   ----------     ----------
     Total liabilities . . . . . . . . . . . . .      715,257        847,911
Stockholders' equity:
  Class A common stock, $0.001 par value;
   55,000,000 shares authorized, 33,929,450
   shares issued in 1999, 33,816,212 in 1998 . .           34             34
  Class B common stock, $0.001 par value; 5,500,000
   shares authorized; no shares issued . . . . .           --             --
  Paid-in capital. . . . . . . . . . . . . . . .      239,267        237,810
  Accumulated other comprehensive income (loss).         (252)         5,133
  Retained earnings. . . . . . . . . . . . . . .      426,758        449,801
  Less Class A common stock in treasury, at cost:
   2,500,000 shares. . . . . . . . . . . . . . .      (49,524)       (49,524)
                                                   ----------     ----------
     Total stockholders' equity. . . . . . . . .      616,283        643,254
                                                   ----------     ----------
                                                   $1,331,540     $1,491,165
                                                   ==========     ==========

</TABLE>
            See notes to condensed consolidated financial statements.
                                        4
<PAGE>
<TABLE>
                                               WELLMAN, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               (In thousands)
<CAPTION>

                                     COMMON                   ACCUMULATED
                                  STOCK ISSUED                   OTHER
                                 ---------------    PAID-IN  COMPREHENSIVE  RETAINED TREASURY
                                 SHARES   AMOUNT    CAPITAL  INCOME (LOSS)  EARNINGS   STOCK     TOTAL
                                 ------   ------    -------    ----------   --------  -------    -----
 <S>                             <C>       <C>      <C>         <C>         <C>      <C>       <C>
 Balance at December 31, 1997 .  33,638    $34      $234,179    $   372     $449,373 $(49,524) $634,434
 Net earnings . . . . . . . . .                                               11,681             11,681
 Currency translation
  adjustments . . . . . . . . .                                   4,761                           4,761
                                                                                               --------
 Total comprehensive income . .                                                                  16,442
 Cash dividends ($0.36 per
  share). . . . . . . . . . . .                                              (11,253)           (11,253)
 Exercise of stock options. . .      65                1,136                                      1,136
 Issuance of restricted stock .     113                2,352                                      2,352
 Tax effect of exercise of
  stock options . . . . . . . .                          143                                        143
                                 ------    ---      --------    -------     -------- --------  --------
 Balance at December 31, 1998 .  33,816    $34      $237,810    $ 5,133     $449,801 $(49,524) $643,254
 Net loss . . . . . . . . . . .                                              (14,569)           (14,569)
 Currency translation
  adjustments . . . . . . . . .                                  (5,385)                         (5,385)
                                                                                               --------
 Total comprehensive loss . . .                                                                 (19,954)
 Cash dividends ($0.27 per
  share). . . . . . . . . . . .                                               (8,474)            (8,474)
 Issuance of restricted stock .     113                1,198                                      1,198
 Amortization of deferred
  compensation. . . . . . . . .                          259                                        259
                                 ------    ---      --------    -------     -------- --------  --------
 Balance at September 30, 1999.  33,929    $34      $239,267    $(  252)    $426,758 $(49,524) $616,283
                                 ======    ===      ========    =======     ======== ========  ========

</TABLE>
                     See notes to condensed consolidated financial statements.




                                                     5
<PAGE>
<TABLE>
                                  WELLMAN, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                  (In thousands)

<CAPTION>
                                                      1999            1998
                                                      ----            ----
<S>                                                 <C>             <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . $(14,569)       $ 34,820
  Adjustments to reconcile net earnings (loss) to
   net cash provided by operating activities:
    Depreciation. . . . . . . . . . . . . . . . . .   41,580          47,020
    Amortization. . . . . . . . . . . . . . . . . .    6,943           6,556
    Deferred income taxes . . . . . . . . . . . . .   (2,865)          8,008
    Provision for restructuring . . . . . . . . . .   18,972              --
    Cumulative effect of accounting change. . . . .    1,769              --
    Changes in assets and liabilities . . . . . . .   21,580         (33,063)
                                                    --------        --------

  Net cash provided by operating activities . . . .   73,410          63,341
                                                    --------        --------
Cash flows from investing activities:
  Proceeds from sale of property, plant and
   equipment. . . . . . . . . . . . . . . . . . . .  150,000              --
  Additions to property, plant and equipment. . . .  (69,830)       (163,161)
                                                    --------        --------

  Net cash provided by (used in) investing
   activities . . . . . . . . . . . . . . . . . . .   80,170        (163,161)
                                                    --------        --------
Cash flows from financing activities:
  Borrowings (repayments) under long-term debt, net (146,223)        105,167
  Dividends paid on common stock. . . . . . . . . .   (8,474)         (8,429)
  Issuance of restricted stock. . . . . . . . . . .    1,198           1,958
  Exercise of stock options . . . . . . . . . . . .       --           1,136
                                                    --------        --------

  Net cash provided by (used in) financing
   activities . . . . . . . . . . . . . . . . . . . (153,499)         99,832
                                                    --------        --------
Effect of exchange rate changes on cash
 and cash equivalents . . . . . . . . . . . . . . .      (81)            (12)
                                                    --------        --------

Increase (decrease) in cash and cash equivalents. .        0               0
Cash and cash equivalents at beginning of period. .        0               0
                                                    --------        --------

Cash and cash equivalents at end of period. . . . . $      0        $      0
                                                    ========        ========

Supplemental cash flow data:
  Cash paid (received) during the period for:
    Interest (net of amounts capitalized) . . . . . $ 10,814        $  7,447
    Income taxes paid (received). . . . . . . . . . $ (8,881)       $  9,144
  Non-cash investing activities financed
   through government grants. . . . . . . . . . . . $     35        $  4,046

</TABLE>
           See notes to condensed consolidated financial statements.

                                        6
<PAGE>
                                   WELLMAN, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (Information for the three and nine months ended
                   September 30, 1999 and 1998 is unaudited)
                     (In thousands, except per share data)

1.  BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the three and nine-month periods ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999.

    The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.  For further information, refer to the
consolidated financial statements and footnotes thereto included in Wellman,
Inc.'s (which, together with its subsidiaries, is herein referred to as the
"Company") annual report on Form 10-K for the year ended December 31, 1998.

    Certain 1998 amounts have been reclassified to conform to the 1999
presentation.

2.  EARNINGS (LOSS) PER COMMON SHARE

    The following table sets forth the computation of basic and diluted
earnings (loss) per share for the periods indicated:
<TABLE>
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                        September 30,         September 30,
                                       1999      1998        1999      1998
                                      ------    ------      ------    ------
<S>                                  <C>        <C>        <C>        <C>
Numerator for basic and diluted
 earnings (loss) per common share:
  Earnings (loss) before cumulative
   effect of accounting change. .    $ (4,070)  $ 7,688    $(12,800)  $34,820
  Cumulative effect of
   accounting change. . . . . . .          --        --      (1,769)       --
                                     --------   -------    --------   -------
  Net earnings (loss) . . . . . .    $ (4,070)  $ 7,688    $(14,569)  $34,820
                                     ========   =======    ========   =======
Denominator:
  Denominator for basic earnings
   (loss) per common share -
   weighted-average shares             31,203    31,198      31,203    31,170
  Effect of dilutive securities:
    Employee stock options and
     restricted stock . . . . . .          --        97          --       249
                                     --------   -------    --------   -------
  Denominator for diluted earnings
   (loss) per common share-adjusted
   weighted average shares. . . .      31,203    31,295      31,203    31,419
                                     ========   =======    ========   =======
</TABLE>
                                        7
<PAGE>
<TABLE>
<CAPTION>
                                    Three Months Ended    Nine Months Ended
                                       September 30,         September 30,
                                       1999      1998       1999      1998
                                      ------    ------     ------    ------
<S>                                  <C>       <C>        <C>        <C>
Basic net earnings (loss) per
 common share:

  Earnings (loss) before cumulative
   effect of accounting change. .    $ (0.13)  $  0.25    $  (0.41)  $  1.12
  Cumulative effect of accounting
   change . . . . . . . . . . . .          -         -       (0.06)        -
                                     -------   -------    --------   -------
  Net earnings (loss) . . . . . .    $ (0.13)  $  0.25    $  (0.47)  $  1.12
                                     =======   =======    ========   =======

Diluted net earnings (loss) per
 common share:

  Earnings (loss) before cumulative
   effect of accounting change. .    $ (0.13)  $  0.25    $  (0.41)  $  1.11
  Cumulative effect of accounting
   change . . . . . . . . . . . .          -         -       (0.06)        -
                                     -------   -------    --------   -------
  Net earnings (loss) . . . . . .    $ (0.13)  $  0.25    $  (0.47)  $  1.11
                                     =======   =======    ========   =======
</TABLE>
3.  ACCOUNTS RECEIVABLE SECURITIZATION

    During the second quarter of 1999, the Company entered into a one-year
agreement whereby the Company may sell without recourse up to $65,000 in an
undivided interest in certain of its domestic trade accounts receivable, on a
revolving basis, through an unconsolidated receivables subsidiary.  At
September 30, 1999, $54,760 of trade accounts receivable were sold under this
program.  The sales of trade accounts receivable have been reflected as a
reduction of accounts receivable in the Company's Condensed Consolidated
Balance Sheet.  Proceeds from receivable sales are less than the face amount
of the trade accounts receivable, since such receivables are sold at a
discounted amount.  Discounts incurred for the three and nine months ended
September 30, 1999, which were approximately $800 and $1,200, respectively,
were charged to selling, general and administrative expenses.

4.  INVENTORIES
<TABLE>
<CAPTION>
    Inventories consist of the following:
                                       September 30,        December 31,
                                           1999                1998
                                         --------            --------
    <S>                                  <C>                 <C>
    Raw materials. . . . . . . . . . .   $ 65,187            $ 66,580
    Finished and semi-finished goods .     85,386             103,840
    Supplies . . . . . . . . . . . . .     11,315              13,463
                                         --------            --------
                                         $161,888            $183,883
                                         ========            ========
</TABLE>
    Certain inventories were valued at market, which was below cost at
September 30, 1999 and December 31, 1998 by $10,482 and $11,458,
respectively.




                                        8
<PAGE>
5.  SALE AND LEASEBACK

    During the second quarter of 1999, the Company sold certain production
equipment in connection with a sale and leaseback transaction.  The lease has
been classified as an operating lease in accordance with Statement of
Financial Accounting Standards No. 13, "Accounting for Leases."  The lease
has a term of five years, contains purchase and lease renewal options at
projected future fair market values and has a residual value guarantee.  The
net book value of the equipment sold totaled approximately $118,000.  The
gain realized from this sale, totaling approximately $32,000, has been
deferred and is being credited to income as reductions in rental expense
ratably over the lease term.  Rent expense, net of the amortized gain,
totaled $140 for the three months ended September 30, 1999.  Future minimum
lease payments are currently expected to approximate $2,600 per quarter
through July 2004.

6.  ACCOUNTING CHANGES

    Effective January 1, 1999, the Company adopted the AICPA's Statement of
Position (SOP) No. 98-5, "Reporting on the Costs of Start-Up Activities,"
which required the Company to begin expensing all start-up and organization
costs as incurred.  Start-up and organization costs incurred prior to the
adoption of this SOP have been reported as a cumulative effect of an
accounting change.  The effect of the change was to increase the net loss
for the nine months ended September 30, 1999 by $1,769, or $0.06 per
diluted share, after tax.  The effect of the new pronouncement on the loss,
exclusive of the cumulative effect of the accounting change, for the first
nine months of 1999 was not material.

    The Company has extended the estimated useful lives of certain equipment
to reflect time periods more consistent with actual historical experience and
anticipated utilization of the assets.  The effect of the change was to
decrease depreciation expense by approximately $500 for the three months
ended September 30, 1999 and $3,700 for the first nine months of 1999.

7.  RESTRUCTURING CHARGES

    The net restructuring charge of $18,972 in the nine months ended
September 30, 1999 was comprised of the 1999 restructuring charge of $19,195
related to the Company's cost reduction and productivity improvement plan,
net of a $223 adjustment for the now-completed 1997 restructuring plan.


                           1999 Restructuring
                           ------------------

    During the second quarter of 1999, the Company implemented an overall
cost reduction and productivity improvement plan, expected to improve long-
term profitability and stockholder returns.  The Company recorded a pretax
restructuring charge totaling $19,195 in the second-quarter of 1999.  The
plan included a pretax charge of $11,483 for closing the Company's wool
business (to be completed by the end of 1999), which consisted of an
impairment charge of $8,033 to write-down those related assets to their fair
value, an accrual for closure costs of $1,880, a $1,320 accrual for
severance, and a $250 accrual for other exit costs.  The Company's wool
business reported sales and an operating loss for the three months ended
September 30, 1999 of $3,860 and $(103), respectively, compared to sales and
operating income for the three months ended September 30, 1998 of $6,846 and
$17, respectively.  Sales and an operating loss for the first nine months of
1999 for the Company's wool business were $14,843 and $(532), respectively,

                                    9
<PAGE>
compared to sales and operating income for the first nine months of 1998 of
$27,469 and $512, respectively.  In addition, the plan included a pretax
charge of $2,901 to close the Company's New York facility, which included
lease termination costs and an accrual for severance.  The plan included an
additional accrual for severance costs for other positions throughout the
Company.  The closure of the wool business and other cost reductions
throughout the Company will result in the termination of approximately 120
and 130 employees, respectively.  As of September 30, 1999, the Company had
terminated 82 employees.

    The following represents changes in the accruals since the plan was
adopted:
<TABLE>
<CAPTION>
                                         Closure and
                                            Lease
                           Termination   Termination      Accrual for
                             Benefits      Costs        Other Expenses
                           -----------   -----------    --------------
<S>                           <C>          <C>                <C>
Accrual during the second
 quarter of 1999. . . . . .   $6,547       $3,026             $745
Cash payments through
 September 30, 1999 . . . .   (2,370)         (47)             (33)
                              ------       ------             ----
Accrual balance at September
 30, 1999 . . . . . . . . .   $4,177       $2,979             $712
                              ======       ======             ====
</TABLE>
                           1998 Restructuring
                           ------------------

    In the fourth quarter of 1998, the Company adopted a restructuring plan
to consolidate and lower the overall operating costs of the business units in
the Recycled Products Group.  In connection with this plan, the Company
closed the operations of a leased manufacturing facility in New Jersey and a
sales office in England.  The Company recorded a pretax charge of $6,861 in
its fourth quarter of 1998, which included a $3,738 write-off of equipment
and other assets to be sold or scrapped; a $1,717 accrual primarily for the
removal and dismantling of the equipment and restoration of the leased
facility to its original state; and a $1,406 accrual for the termination
benefits of approximately 88 employees.  Total costs associated with the New
Jersey facility and the sales office in England were $4,371 and $827,
respectively.

    The following represents changes in the accruals since December 31, 1998:
<TABLE>
<CAPTION>
                                                Termination    Accrual for
                                                  Benefits    Other Expenses
                                                -----------   --------------
<S>                                                <C>            <C>
Accrual balance  at December 31, 1998 . . . . . .  $1,406         $1,717
Cash payments in the first nine months of 1999. .   1,322          1,716
                                                   ------         ------
Accrual balance at September 30, 1999 . . . . . .  $   84         $    1
                                                   ======         ======
</TABLE>
The remaining activity associated with the 1998 restructuring is expected to
be completed during the fourth quarter of 1999.



                                     10
<PAGE>


                              1997 Restructuring
                              ------------------

    During the second quarter of 1997, the Company adopted a restructuring
plan designed to reduce costs and enhance the overall competitiveness of its
European operations.  In connection with this plan, the Company recorded a
pretax charge of $7,469 during its second quarter of 1997.  This consisted of
restructuring costs of $10,469, less a previously recorded $3,000 charge to
cost of goods sold to provide for inventory losses related to the Company's
take-or-pay supply arrangement entered into as part of the acquisition of its
Netherlands-based PET resins business in 1995.  Approximately $6,375 of the
restructuring charge was an accrual for estimated costs to modify certain
supply and service agreements at the Company's Netherlands-based PET resins
business.  The restructuring accrual also included $3,594 of termination
benefits for 65 employees at its recycled fiber operation in Ireland and the
PET resins business.  The 1997 restructuring plan was completed during the
second quarter of 1999.  The following represent changes in the
accrual since December 31, 1998:
<TABLE>
<CAPTION>
    <S>                                                <C>
    Accrual balance at  December 31, 1998. . . . . .   $861

    Cash payments in the first six months of 1999. .   (638)
    Overaccrual included in earnings in the
     second quarter of 1999 . . . .. . . . . . . . .   (223)
                                                       ----
    Accrual balance at June 30, 1999 and
     September 30, 1999. . . . . . . . . . . . . . .   $  0
</TABLE>
                                                       ====
8.  BORROWING ARRANGEMENTS

    During the third quarter of 1999, the Company refinanced its $330,000
unsecured senior revolving credit facility.  The Company's new $450,000
unsecured facility is comprised of a $125,000 364-day revolving credit
facility and a $325,000 four-year revolving credit facility (the "Facility").
The Facility, which matures in September 2003, provides the Company the
ability to borrow under bid loans.  Bid loans bear interest at the offering
bank's prevailing interest rate and reduce the availability under the
Facility.  The Facility has no scheduled principal repayments, and any
borrowings under non-Bid loans bear interest at the Company's option at
(a) the prime rate or (b) the LIBOR rate plus an applicable margin.

9.  PRODUCTION OUTAGES

    In August 1999, the Company experienced mechanical problems in its PET
resin production process primarily resulting from an electrical failure.  In
addition, the Company's other manufacturing facilities in the Carolinas
experienced reduced levels of production in September 1999 due to a
hurricane.  Production outages associated with these events increased the
pretax loss during the third quarter of 1999 by approximately $8,800, or
$0.20 per diluted share, net of tax.  The Company estimates the total costs
associated with these problems to approximate $10,900, of which $2,100 was
recorded by the Company as an insurance receivable for property damages in
the third quarter of 1999.  In addition, the Company has business
interruption insurance that it expects will mitigate a portion of unabsorbed
costs and lost profits.  Any proceeds from the business interruption claim
will result in income in the period the claim is settled.




                                    11
<PAGE>

10.  COMMITMENTS AND CONTINGENCIES

    The Company has commitments and contingent liabilities, including
environmental liabilities, commitments relating to certain state incentives,
raw material purchase commitments, and various operating commitments,
including commitments to provide certain retirement benefits.

    The Company's operations are subject to extensive laws and regulations
governing air emissions, wastewater discharges and solid and hazardous waste
management activities.  The Company's policy is to expense environmental
remediation costs when it is both probable that a liability has been incurred
and the amount can be reasonably estimated.  While it is often difficult to
reasonably quantify future environmental-related expenditures, the Company
currently estimates its future non-capital expenditures related to
environmental matters to range between approximately $9,300 and $28,900.  In
connection with these expenditures, the Company has accrued undiscounted
liabilities of approximately $13,800 at September 30, 1999 and $16,000 at
December 31, 1998, which are reflected as other noncurrent liabilities in the
Company's Condensed Consolidated Balance Sheets.  These accruals represent
management's best estimate of probable non-capital environmental
expenditures.  In addition, aggregate future capital expenditures related to
environmental matters are expected to range from $8,400 to $21,000.  These
non-capital and capital expenditures are expected to be incurred during the
next 10 to 20 years.  The Company believes that it is entitled to recover a
portion of these expenditures under indemnification and escrow agreements.

    In order to receive certain state grants, the Company agreed to meet
certain conditions, including capital expenditures and employment levels at
its Pearl River facility.  During the three and nine months ending September
30, 1999, the Company recognized approximately $2,000 and $4,000 of grant
income, respectively.  As of September 30, 1999, the Company had a deferred
liability of approximately $23,000 which it expects to be reduced as these
conditions are satisfied.

    The Company has entered into commitments to purchase raw materials in the
ordinary course of its trade or business.  The minimum payments under these
commitments approximate $19,000 per year.  The commitments extend for varying
periods up to 10 years and, in general, the prices are not in excess of
current market prices.

    The Company has certain obligations under several qualified and
nonqualified retirement plans.  During the second quarter of 1999,
modifications made to a retirement plan resulted in the Company decreasing
its operating loss by approximately $2,300 during the first nine months of
1999.

11.  COMPREHENSIVE INCOME (LOSS)

    Accumulated other comprehensive income (loss) is comprised of foreign
currency translation.  There is no provision for U.S. federal and state
income taxes on the earnings that are permanently invested and on the related
translation adjustments.  Comprehensive income (loss) was $549 and $14,108
for the three months ended September 30, 1999 and 1998, and $(19,954) and
$40,225 for the nine months ended September 30, 1999 and 1998, respectively.

12. SEGMENT INFORMATION

    The Company's operations are classified into three principal reportable
segments that provide different products or services.  The Company's three


                                    12
<PAGE>
reportable business segments are managed separately based on fundamental
differences in their operations.

    Generally, the Company evaluates segment profit on the basis of operating
profit less certain charges for research and development costs,
administrative costs, and amortization expenses.  The accounting policies are
the same as those described in the Company's most recently filed Form 10-K.
<TABLE>
<CAPTION>
                                            Recycled    Packaging
                                  Fibers    Products    Products
                                  Group      Group       Group        Total
                                   -----     -----       -----        -----
Three months ended September 30, 1999
-------------------------------------
<S>                              <C>        <C>        <C>        <C>
Revenues. . . . . . . . . . . .  $ 74,561   $ 66,990   $ 81,655   $  223,206
Segment profit (loss) . . . . .    (3,004)       380       (149)      (2,773)
Assets (1). . . . . . . . . . .   400,576    248,561    425,305    1,074,442

Three months ended September 30, 1998
-------------------------------------
Revenues. . . . . . . . . . . .  $ 88,005   $ 81,661   $ 67,359   $  237,025
Segment profit (loss) . . . . .     8,143      1,071      4,876       14,090

Nine months ended September 30, 1999
------------------------------------
Revenues. . . . . . . . . . . .  $219,570   $224,276   $230,886   $  674,732
Segment profit (loss) . . . . .    (4,109)     8,317      7,512       11,720

Nine months ended September 30, 1998
------------------------------------
Revenues. . . . . . . . . . . .  $279,858   $284,492   $197,023   $  761,373
Segment profit (loss) . . . . .    29,463     19,169     12,812       61,444

(1)  Assets for the Packaging Products Group increased by approximately
     $138,000 at September 30, 1999 compared to the amount reported in the
     December 31, 1998 Form 10-K, primarily due to the commencement of
     operations of two resin production lines at the Company's Pearl River
     facility, offset in part by the sale and leaseback of certain assets at
     the Company's Palmetto facility (See note 5).
</TABLE>
    Following are the reconciliations of earnings (loss) before income taxes
and cumulative effect of accounting change for reportable segments to
corresponding totals in the Condensed Consolidated Financial Statements:
<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                                    September 30,           September 30,
                                 ------------------       ----------------
                                  1999       1998          1999       1998
                                  ----       ----          ----       ----

<S>                             <C>         <C>          <C>         <C>
Total for reportable segments . $ (2,773)   $14,090      $ 11,720    $61,444
Restructuring charge. . . . . .       --         --       (18,972)        --
Interest expense, net . . . . .   (3,040)    (1,978)      (10,715)    (6,610)
                                --------    -------      --------    -------
Earnings (loss) before income
 taxes and cumulative effect
 of accounting change . . . . . $ (5,813)   $12,112      $(17,967)   $54,834
                                ========    =======      ========    =======
</TABLE>


                                    13
<PAGE>
                                 WELLMAN, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

    The Company is principally engaged in the manufacture and marketing of
high-quality polyester products, including Fortrel(R) brand polyester textile
fibers, polyester fibers made from recycled raw materials and PermaClear(R)
brand PET packaging resins.  The Company currently has annual capacity to
manufacture approximately 1.1 billion pounds of fiber and 1.1 billion pounds
of resins worldwide at six major production facilities in the United States
and Europe.  The Company is also the world's largest PET plastics recycler,
utilizing a significant amount of recycled raw materials in its manufacturing
operations.

    The Company is nearing completion of its new, state-of-the-art Pearl
River Plant in Mississippi.  This facility commenced operation of two 235
million pound PET resin production lines in the first and second quarters of
1999.  The Company expects to commence sales from the third and final line, a
polyester fiber production line, in the second quarter of 2000.  The
production capacity of the line is 230 million pounds annually.  See
"Outlook" below.

    The Fibers Group produces Fortrel(R) textile fibers, which currently
represent approximately 60% of the Company's fiber production.  These fibers
are used in apparel, home furnishings, and non-wovens and are produced from
two chemical raw materials, PTA and MEG.  The other 40% of fiber production,
primarily fiberfill and carpet fibers, is manufactured by the Recycled
Products Group (RPG) from recycled raw materials, including postindustrial
fiber, resin and film materials and postconsumer PET containers.  The
Company's PET resins, produced by the Packaging Products Group (PPG) from PTA
and MEG, are primarily used in the manufacture of clear plastic soft drink
bottles and other food and beverage packaging.

    The Company's markets are highly competitive.  It competes in these
markets primarily on the basis of product quality, customer service, brand
identity and price.  It believes it is the second-largest polyester staple
and fourth-largest POY producer in the United States and the third-largest
PET resins producer in North America.  Several of the Company's competitors
are substantially larger than the Company and have substantially greater
economic resources.

    Demand for polyester fiber historically has been cyclical, as it is
subject to changes in consumer preferences and spending, retail sales
patterns, and fiber or textile product imports.  Since late 1997, the Far
East has been experiencing a significant economic and financial crisis.  This
crisis has led to higher imports from that region of polyester fiber, fabric
and apparel, resulting in fiber price pressure in the United States and
Europe, which has adversely affected profitability.  Global PET resins demand
continues to grow, driven by new product applications for PET and conversions
from other packaging materials to PET.  Sales for PET resins, primarily for
soft drink bottles and other beverages, may be influenced by weather.

    The Company's profitability is primarily determined by its raw material
margins (the difference between product selling prices and raw material
costs).  Both fiber and PET resin raw material margins experience increases
or decreases primarily based on selling price and raw material cost changes,
which stem from supply and demand factors and competitive conditions.  Given

                                    14
<PAGE>
the Company's substantial unit volumes, the impact of selling price and raw
material cost changes are significant.

    Supply, demand, prices and raw material costs each may be affected by
global economic and market conditions, import activity, and the prices of
competing materials.  Recent and contemplated changes in ownership of certain
fiber and resin competitors have had a destabilizing influence in the
Company's markets.

PRODUCTION OUTAGES

    In August 1999, the Company experienced mechanical problems in its PET
resin production process primarily resulting from an electrical failure.  In
addition, the Company's other manufacturing facilities in the Carolinas
experienced reduced levels of production in September 1999 due to a
hurricane.  Production outages associated with these events increased the
pretax loss during the third quarter of 1999 by approximately $8.8 million,
or $0.20 per diluted share, net of tax.  The Company estimates the total
costs associated with these problems to approximate $10.9 million, of which
$2.1 million was recorded by the Company as an insurance receivable for
property damages in the third quarter of 1999.  In addition, the Company has
business interruption insurance that it expects will mitigate a portion of
unabsorbed costs and lost profits.  Any proceeds from the business
interruption claim will result in income in the period the claim is
settled.

RESTRUCTURINGS

    During the second quarter of 1999, the Company approved an overall cost
reduction and productivity improvement plan, expected to improve long-term
profitability and stockholder returns.  As a result, the Company recorded a
pretax restructuring charge of $19.2 million, or $0.41 per diluted share
after tax, in its second-quarter 1999 earnings.  The Company announced plans
to close its wool business in Johnsonville, S.C. by the end of the year and
began implementing other cost reduction and productivity improvement plans
throughout the Company.  See note 7 to the Company's Condensed Consolidated
Financial Statements for details of the second-quarter 1999 restructuring
charge.

    The Company's cost reduction and productivity improvement plan is
expected to generate planned annual pretax savings of approximately
$35.0 million, which began to phase in during the third quarter of 1999 and
is expected to continue into 2000.  See "Outlook" below.  The savings
associated with the cost reduction portion of the plan, expected to be
approximately $25.0 million, will primarily result from lower costs for
services, supplies, and wages.  The productivity improvement portion of the
plan is expected to generate savings of approximately $10.0 million and to
increase unit sales volumes and lower annual costs by means of throughput and
manufacturing improvements and operational efficiencies in production
facilities.  Cost reductions pursuant to the 1999 restructuring plan derived
in the third quarter of 1999 are estimated to be approximately $1.5 to $2.0
million.

    In the fourth quarter of 1998, the Company adopted a restructuring plan
to consolidate and lower the overall operating costs of the business units in
the RPG.  In connection with this plan, the Company closed the operations of
a leased manufacturing facility in New Jersey and a sales office in Europe.
The Company recorded a pretax charge of $6,861, or $0.14 per diluted share
after tax, in its 1998 fourth-quarter earnings.  See note 7 to the Company's


                                     15
<PAGE>
Condensed Consolidated Financial Statements for details of charges to the
accruals since December 31, 1998.

    Benefits derived in the first nine months of 1999 from the 1998
restructuring are estimated to be approximately $4.0 million.


RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

    Net sales for the three months ended September 30, 1999 decreased 5.8% to
$223.2 million from $237.0 million for the prior year period.  This decrease
was primarily the result of reductions in worldwide polyester fiber selling
prices.  The economic and financial troubles in the Far East that began in
1997 have resulted in significant increases in fiber imports from that region
and intense price pressure on worldwide fiber markets.  Net sales for the
Fibers Group decreased 15.3% to $74.6 million in the 1999 period from $88.0
million in the 1998 period, primarily due to a 16.8% decline in the average
selling price per pound of polyester fiber.  Net sales for the RPG decreased
18.0% to $67.0 million in the 1999 period from $81.7 million in the 1998
period, primarily as a result of lower average selling prices and lower unit
volumes for recycled polyester fiber, which declined 15.7% and 2.7%,
respectively.  In addition, the RPG experienced a 21.4% decline in net sales
in other divisions, primarily as a result of the closure of a manufacturing
facility in New Jersey and significantly lower sales in the Company's wool
business.  (See "Restructurings" above.)  Net sales for the PPG increased
21.2% to $81.7 million in the 1999 period from $67.4 million in the 1998
period due to a 40.5% increase in PET resin unit volumes, reflecting the
start-up in the first half of 1999 of the two PET resin production lines at
the Company's new Pearl River facility.  Higher volumes more than offset a
13.7% decline in the average selling price per pound of PET resin.

    Cost of sales increased 1.1% to $207.4 million for the three months ended
September 30, 1999 from $205.3 million for the three months ended September
30, 1998, primarily due to increased volume from the start-up of the two PET
resin production lines and the effects on operations from the production
outages.  (See "Production Outages" above.)  This increase was offset in part
by lower costs associated with the closed facilities and lower costs
associated with the Company's wool business.  (See "Restructurings" above.)
As a percentage of sales, cost of sales increased to 92.9% in the 1999 period
from 86.6% in the 1998 period.  Excluding the effects of the outages, as a
percentage of sales, cost of sales increased to 89.0% in the 1999 period.
This increase resulted from lower selling prices and slightly higher raw
material costs.  For the Fibers Group, cost of sales as a percentage of sales
increased 12.0% in the 1999 period compared to the 1998 period.  This
increase was primarily due to lower polyester fiber selling prices and higher
chemical raw material costs, partially offset by lower spending.  For the
RPG, cost of sales as a percentage of sales decreased 2.0% in the 1999 period
compared to the 1998 period due to lower raw material costs.  For the PPG,
cost of sales as a percentage of sales increased 6.6% in the 1999 period as
compared to the 1998 period.  This was primarily due to lower selling prices,
higher raw material costs and the electrical outage at the Company's Pearl
River facility.  (See "Production Outages" above.)  The increase was offset
in part by grant income (See note 10 to the Company's Condensed Consolidated
Financial Statements).




                                   16
<PAGE>
    As a result of the foregoing, gross profit for the 1999 period declined
50.3% to $15.8 million in the 1999 period compared to $31.8 million in the
1998 period.  Excluding the production outages discussed above, gross profit
for the 1999 period decreased 22.7% to $24.6 million in the 1999 period
compared to $31.8 million in the 1998 period.

    Selling, general and administrative expenses amounted to $18.6 million,
or 8.3% of sales, in the 1999 period compared to $17.7 million, or 7.5% of
sales, in the 1998 period.  Selling, general and administrative expenses
increased primarily as a result of the discounts taken on accounts receivable
sold, offset in part by lower spending associated with the Company's closed
facilities and its cost reduction and productivity improvement plan.  See
notes 3 and 7 to the Company's Condensed Consolidated Financial Statements.

    The Company's effective tax rate for the three months ended September 30,
1999 was 30.0% compared to 36.5% for the three months ended September 30,
1998.  The estimated rate for 1999 has primarily been affected by the Company
incurring a loss in 1999 compared to income in 1998 and by the increase in
the amount of nondeductible goodwill increasing in 1999 as a result of the
write-off of goodwill associated with the closure of the Company's wool
business.

    As a result of the foregoing, the Company reported a net loss of $(4.1)
million, or $(0.13) per diluted share after tax, for the three months ended
September 30, 1999.  Excluding the production losses, the Company's net
earnings were $2.1 million, or $0.07 per diluted share after tax, for the
three months ended September 30, 1999 compared to $7.7 million, or $0.25 per
diluted share after tax, for the three months ended September 30, 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1998

    Net sales for the nine months ended September 30, 1999 decreased 11.4% to
$674.7 million from $761.4 million for the nine months ended September 30,
1998.  This decrease was primarily the result of reductions in worldwide
polyester fiber and PET resins selling prices.  Net sales for the Fibers
Group decreased 21.5% to $219.6 million in the 1999 period from $279.9
million in the 1998 period, primarily due to a 19.7% decline in the average
selling price per pound of polyester fiber.  In addition, polyester fiber
unit volumes decreased 2.3%.  Net sales for the RPG decreased 21.2% to $224.3
million in the 1999 period from $284.5 million in the 1998 period, primarily
as a result of lower average selling prices and lower unit volumes for
recycled polyester fiber, which declined 14.2% and 8.1%, respectively.  In
addition, the RPG experienced a 17.7% decline in net sales in other divisions
as a result of the closure of a leased manufacturing facility in New Jersey
and significantly lower sales in the Company's wool business.  (See
"Restructurings" above.)  Net sales for the PPG increased 17.2% to $230.9
million in the 1999 period from $197.0 million in the 1998 period due to a
46.2% increase in PET resin unit volumes, reflecting the start-up in the
first half of 1999 of two new resin production lines.  Higher volumes more
than offset a 19.8% decline in the average selling price per pound of PET
resin.

    Cost of sales decreased 5.6% to $608.2 million for the nine months ended
September 30, 1999 from $644.0 million for the nine months ended September
30, 1998.  This decrease is due to lower domestic fiber volumes and the
effect of the closed (or to be closed) facilities more than offsetting costs
associated with the aforementioned start-up of two PET resin production lines
and the production outages.  Excluding the production outage, cost of sales
decreased 6.9% to $599.4 million for the nine months ended September 30,

                                    17
<PAGE>
1999.  As a percentage of sales, however, cost of sales increased to 90.1% in
the 1999 period from 84.6% in the 1998 period due to lower worldwide selling
prices.  For the Fibers Group, cost of sales as a percentage of sales
increased 10.8% in the 1999 period compared to the 1998 period, primarily due
to lower polyester fiber selling prices, which were partially offset by lower
chemical raw material costs.  For the RPG, cost of sales as a percentage of
sales remained essentially unchanged in the 1999 period compared to the 1998
period.  For the PPG, cost of sales as a percentage of sales increased 4.4%
in the 1999 period as compared to the 1998 period, resulting from lower
worldwide PET resins selling prices offset in part by lower chemical raw
material costs and grant income.  (See note 10 to the Company's Condensed
Consolidated Financial Statements.)

    As a result of the foregoing, gross profit for the nine months ended
September 30, 1999 declined 43.3% to $66.5 million in the 1999 period
compared to $117.4 million in the 1998 period.

    Selling, general and administrative expenses amounted to $54.8 million,
or 8.1% of sales, in the 1999 period compared to $55.9 million, or 7.3% of
sales, in the 1998 period.  This decrease was primarily due to lower spending
associated with the Company's closed facilities and its cost reduction and
productivity improvement plan, offset in part by the discounts taken on
accounts receivable  sold.  See notes 3 and 7 to the Company's Condensed
Consolidated Financial Statements.

    As a result of the foregoing, the Company reported an operating loss of
$(7.3) million for the nine months ended September 30, 1999.  Excluding the
restructuring charge recorded in the second quarter of 1999 and the
aforementioned production outages, operating income decreased 66.6% to $20.5
million from $61.4 million in the 1998 period.

    Interest expense was $10.7 million in the 1999 period compared to $6.6
million in the 1998 period.  The increase is primarily due to less
capitalized interest in 1999 as the Company commenced operation of two of
three production lines at its Pearl River Plant in Mississippi.  See
"Outlook" below.

    The Company's effective tax rate for the nine months ended September 30,
1999 was 28.7% compared to 36.5% for the nine months ended September 30,
1998.  The estimated rate for 1999 has primarily been affected by the Company
incurring a loss in 1999 compared to income in 1998 and by the increase in
the amount of nondeductible goodwill increasing in 1999 as a result of the
write-off of goodwill associated with the closure of the Company's wool
business.

    As a result of the foregoing, the Company reported a net loss before the
cumulative effect of a change in accounting principle of $12.8 million, or
$(0.41) per diluted share, for the nine months ended September 30, 1999.
Excluding the production outages in the third quarter (see "Production
Outages" above), the restructuring charge in the second quarter of 1999 (see
"Restructurings" above), and the cumulative effect of accounting change, net
earnings were $6.3 million, or $0.20 per diluted share, compared to $34.8
million, or $1.11 per diluted share, in the 1998 period.  Effective January
1, 1999, the Company adopted the AICPA's Statement of Position ("SOP") No.
98-5, "Reporting on the Costs of Start-Up Activities," which required the
Company to begin expensing all start-up and organization costs as incurred.
Start-up and organization costs incurred prior to the adoption of this SOP
have been reported as a cumulative effect of a change in accounting
principle.  The effect of the change was to decrease net income in the first
quarter of 1999 by $1.8 million, or $0.06 per diluted share.

                                    18
<PAGE>
OUTLOOK

    The following statements are forward looking statements and should be
read in conjunction with "Forward-Looking Statements; Risks and
Uncertainties" below.

    The U.S. polyester fiber markets continue to be adversely impacted by the
imports of fiberfill staple, yarn, fabric and apparel.  High levels of Asian
imports are still present throughout the domestic textile chain.  With
margins at historically low levels in the third quarter of 1999, fiber price
increases were announced during the fourth quarter of 1999.  Subsequent to
this announcement, raw materials costs were increased effective October 1,
1999.  As a result, margins in the fourth quarter of 1999 are not expected to
improve and may deteriorate further if the announced price increase is not
fully realized.

    On November 1, 1999 the U.S. Department of Commerce released its
preliminary anti-dumping duty finding on polyester fiberfill staple producers
in Taiwan and Korea.  Under the finding, producers in Korea will be assessed
a preliminary anti-dumping duty of from 3.5% to 26.4%; no duty was assessed
against Taiwan producers.  Additionally, "Critical Circumstance" was
determined by the Department of Commerce and should result in the duty being
imposed retroactively to the beginning of August 1999.  The Department of
Commerce is expected to finalize its anti-dumping review within the next six
months.

    The start-up of the 230 million-pound staple line at the Company's new
Pearl River facility is scheduled for the second quarter of 2000.  This
facility was designed to produce finer denier, high tenacity staple fiber
with superior quality at low cost.  After the new staple facility is
operating at planned levels, the Company expects to take various staple lines
at its Palmetto facility in South Carolina out of production for maintenance.
After the maintenance is completed, these lines will be returned to
production when justified by business conditions.  The combined effect of the
start up and maintenance is that the Company's overall fiber production is
only expected to increase by 50-60 million pounds in 2000.  The earnings
associated with the additional revenues will be reduced by operating costs at
the Pearl River facility (including depreciation), fixed costs related to
nonproductive equipment at the Palmetto facility, and interest expense that
was previously capitalized as a part of the construction of the Pearl River
facility.  As a result, earnings are expected to be negatively impacted until
either volumes or margins improve.

    The two 235 million pound PET resin production lines came on stream
earlier this year at the Company's new Pearl River facility.  As a result,
resins sales volume is expected to increase significantly in 1999 and beyond.
Shipments of PET resin in the fourth quarter of 1999 are expected to be
greater than those in the third quarter of 1999.  Industry capacity
utilization rates in the PET resins market are expected to increase.  In the
third quarter of 1999, domestic producers of PET resin announced price
increases to take effect November 1, 1999.  Subsequent to this announcement,
PET resin raw material costs increased effective October 1, 1999 by an amount
greater than the announced selling price increase.  As a result, the
Company's profit margins are expected to be negatively impacted.

    Cost savings pursuant to the 1999 restructuring plan of approximately
$2.5 to $3.0 million are expected in the fourth quarter of 1999.  See
"Restructurings" above.



                                     19
<PAGE>
    In 2000 the Company expects its sales volume, on a worldwide basis, to be
1.0 to 1.1 billion pounds of fiber and 0.9 to 1.0+ billion pounds of PET
resin.  This sales volume includes the start up of the staple line at the
Company's Pearl River facility and the productivity improvements resulting
from the Company's cost reduction and productivity improvement plan.  The
cost savings portion of the cost reduction and productivity improvement plan
is expected to produce savings of $10.0 to $15.0 million in 2000.  The
Company expects depreciation and amortization expense to be $80 to $85
million and interest expense to be $25.0 to $30.0 million.

    The production outages that occurred in the third quarter of 1999 may
produce a positive result in 2000.  As mentioned in the "Production Outages"
section above, the Company reported unabsorbed costs and lost profits of
approximately $8.8 million in the third quarter of 1999.  The Company has
business interruption insurance that it expects will mitigate a portion of
these unabsorbed costs and lost profits.  Any proceeds from the business
interruption claim will result in income in the period settled.

LIQUIDITY AND CAPITAL RESOURCES

    Net cash provided by operations was $73.4 million for the nine months
ended September 30, 1999 compared to $63.3 million provided by operations for
the nine months ended September 30, 1998.  The Company entered into an asset
securitization program in the second quarter of 1999 which provided
approximately $60.0 million.  See note 3 to the Company's Condensed
Consolidated Financial Statements.

    Net cash provided by investing activities amounted to $80.2 million in
the first nine months of 1999 compared to net cash used in investing
activities of $163.2 million in the first nine months of 1998.  During the
second quarter of 1999, the Company sold certain production equipment in
connection with a sale and leaseback transaction.  The proceeds of
approximately $150.0 million from the sale were received in July 1999 and
were used to pay down debt.  Future minimum lease payments are currently
expected to approximate $2.6 million per quarter through June 2004.  See note
5 to the Company's Condensed Consolidated Financial Statements.  Management
expects to spend between $90 and $95 million on capital expenditures in 1999,
with the majority being spent to complete the construction of the Pearl River
facility.  Capital spending for 2000 is expected to be $25.0 to $40.0
million.

    Net cash used in financing activities amounted to $153.5 million in the
1999 period compared to net cash provided by financing activities of $99.8
million in the 1998 period.  As noted above, the $150 million of proceeds
from the sale of certain equipment in connection with a sale and leaseback
transaction were used to pay down debt.

    During the third quarter of 1999, the Company refinanced its $330 million
unsecured senior revolving credit facility.  The Company's new $450 million
unsecured facility is comprised of a $125 million 364-day revolving credit
facility and a $325 million four-year revolving credit facility (the
"Facility").  The Facility, which matures in September 2003, provides the
Company the ability to borrow under bid loans   Bid loans bear interest at
the offering bank's prevailing interest rate and reduce the availability
under the Facility.  The Facility has no scheduled principal repayments, and
any borrowings under non-Bid loans bear interest at the Company's option, at
(a) the prime rate or (b) the LIBOR rate plus an applicable margin.

    The Company's financing agreements contain normal financial and
restrictive covenants.  Certain subsidiaries have guaranteed substantially

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all of the Company's indebtedness for borrowed money.  The financial
resources available to the Company at September 30, 1999 include $450.0
million under its new revolving credit facilities, unused short-term
uncommitted lines of credit aggregating approximately $110.0 million, and
internally generated funds.  During the quarter ended September 30, 1999 the
Company could have incurred approximately $110.0 million of additional debt
without amending the terms of its revolving credit facility.

    The Company has a universal shelf registration statement covering the
issuance of up to $400 million of debt and/or equity securities.  No
securities have been sold from this shelf registration.

    The Company believes its financial resources and other credit
arrangements will be sufficient to meet its cash needs for working capital,
capital expenditures, debt repayments and dividends.

    For information about the Company's derivative financial instruments, see
Item 7A.  "Quantitative and Qualitative Disclosure About Market Risk" of the
Company's Form 10-K for the year ended December 31, 1998.


YEAR 2000 COMPUTER ISSUE

Overview

    The "Year 2000 Computer Issue" is the result of computer programs being
written using only two digits rather than four to refer to a year.  If
uncorrected, these computer programs may not be able to distinguish between
the years 1900 and 2000 and may fail to operate or may produce unpredictable
results.

    The Company has been addressing the Year 2000 Computer Issue within its
information technology and non-information technology systems through a
Company-wide Year 2000 project, which commenced in December 1997.  Non-
information technology systems typically include embedded technology such as
computer chips within manufacturing and other types of equipment.  The vital
and critical systems in the Company's domestic operations are now judged to
be Year 2000 ready.  Testing and contingency planning are complete.

    The Company believes it is prepared for the Year 2000.  However, certain
areas of its processes use software supplied by various third parties.
Compliance information from third party software companies continues to be
updated.  As the Company becomes aware of vendor recommendations, they will
be evaluated and applied where necessary.

Year 2000 Project

    The Company organized its Year 2000 Project into five broad phases:  (1)
development of a Company-wide inventory of both information technology and
embedded systems; (2) Company-wide assessment, with focus on vital and
critical items; (3) renovation/remediation; (4) validation and testing;
and (5) implementation.  As systems passed the Company's established test
criteria, they were considered Year 2000 ready and cleared for
implementation.  The Company focused on the following vital and critical
items in its remediation efforts: (a) information systems portfolio, (b)
embedded systems, (c) purchasing and trading partners, (d) end-user owned
applications, and (e) network and personal computers.

    (a)  Information systems portfolio:  The Company believes the vital and
critical systems components in the Information Systems Portfolio are

                                     21
<PAGE>
now Year 2000 compliant.  These have been divided into two categories:
corporate systems and manufacturing systems.  Corporate systems, which
consist largely of third-party applications and, to a lesser degree, in-house
written applications, include, but are not limited to, human resources/
payroll, accounts payable, general ledger, order fulfillment (shipping,
receiving, and invoicing), electronic data interchange (EDI), and phone/voice
mail.  Manufacturing systems are located at and support manufacturing
processes at Company facilities.

    (b)  Embedded systems:  The Company believes the vital and critical items
in the Embedded Systems Portfolio are now Year 2000 compliant.  These include
items such as programmed logic controllers, drives, and process controllers.

    (c)  Purchasing and trading partners:  The Company has surveyed all of
its vital and critical suppliers and customers concerning their Year 2000
efforts in general.  Electronic Data Interchange trading partners have been
surveyed specifically with regards to the compliance of their software.  The
Company has received written responses to its surveys but is aware that these
written responses may not accurately represent the Year 2000 compliance
status of a trading partner.  Certain targeted suppliers and customers were
interviewed personally.  As part of this project, contracts were reviewed and
rewritten where necessary to include Year 2000 clauses.  The Company believes
that its critical suppliers are Year 2000 ready.

    (d)  End-user owned applications:  There are various end-user written
desktop applications throughout the Company's locations.  Of those that are
vital and critical to operations, the Company believes that the majority have
no Year 2000 date issues.  For those with date issues, remediation has been
completed.

    (e)  Network and personal computers:  The Company believes the vital and
critical local area network servers and personal computers are Year 2000
ready due to remediation or replacement.

Costs

    Total project costs are not expected to be material.  Total remediation
costs as of September 30, 1999 were approximately $2.9 million.

Risks

    Due to the numerous uncertainties inherent in the Year 2000 Computer
Issue, the Company cannot ensure that its most important suppliers and
customers will be Year 2000 compliant on time.  Although the Company believes
that its vital and critical trading partners are taking all reasonable steps
necessary to deal with the Year 2000 issue, the failure to timely correct
their Year 2000 computer problems could materially and adversely affect the
Company's operations and financial condition.  Interruption of normal
business operations could result if a critical supplier is unable to meet
contractual obligations in a timely way.  The Company has completed
contingency plans which involve, among other actions, managing inventories
and adjusting staffing strategies.

    Based on current plans and efforts to date, the Company does not
anticipate that the Year 2000 issue will have a material effect on results of
operations or financial condition.  However, the above expectations are
subject to uncertainties.  Forward-looking statements contained in this Year
2000 Computer Issue section should be read in conjunction with the Company's
disclosures under the heading "Forward Looking Statements; Risks and
Uncertainties" below.

                                     22
<PAGE>
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities" (FAS
133), effective for fiscal years beginning after June 15, 2000.  The Company
expects to adopt FAS 133 in January 2001.  The Company has not yet determined
what the effect of FAS 133 will be on its results of operations or financial
position.  However, the statement could increase volatility in earnings and
comprehensive income.


FORWARD-LOOKING STATEMENTS; RISKS AND UNCERTAINTIES

    Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  In addition, words such as
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements.  The Company cautions that a number of
important factors could cause actual results for 1999 and beyond to differ
materially from those expressed in any forward-looking statements made by or
on behalf of the Company.  Such statements contain a number of risks and
uncertainties, including, but not limited to, demand and competition for
polyester fiber and PET resins; availability and cost of raw materials;
levels of production capacity and announced changes thereto; changes in
financial markets, interest rates and foreign currency exchange rates; work
stoppages; natural disasters; U.S., European, Far Eastern and global economic
conditions and changes in laws and regulations; Year 2000 compliance; prices
of competing products; and the Company's ability to complete expansions and
other capital projects on time and budget and to maintain the operations of
its existing production facilities.  The Company cannot assure that it will
be able to anticipate or respond timely to changes which could adversely
affect its operating results in one or more fiscal quarters.  Results of
operations in any past period should not be considered indicative of results
to be expected in future periods.  Fluctuations in operating results may
result in fluctuations in the price of the Company's common stock.

    For a more complete description of the prominent risks and uncertainties
inherent in the Company's business, see the Company's Form 10-K for the year
ended December 31, 1998.






















                                       23
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                             PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits.

         4(a)(1)  Loan Agreement dated as of September 28, 1999 by and
                  between the Company and Fleet National Bank, N.A., as
                  administrative agent, and certain other financial
                  institutions

         4(a)(2)  Guaranty Agreement executed as of September 29, 1999 by
                  Fiber Industries, Inc. in favor of Fleet National Bank on
                  behalf of Wellman, Inc.

         4(a)(3)  Guaranty Agreement executed as of September 29, 1999 by
                  Prince, Inc. (formerly known as Wellman Delaware Holding,
                  Inc.) in favor of Fleet National Bank on behalf of Wellman,
                  Inc.

         4(a)(4)  Guaranty Agreement executed as of September 29, 1999 by
                  Wellman of Mississippi, Inc. in favor of Fleet National
                  Bank on behalf of Wellman, Inc.

                  Note:  No other long-term debt instrument issued by the
                  Company exceeds 10% of the consolidated total assets of the
                  Company and its subsidiaries.  In accordance with paragraph
                  4(iii) of Item 601 of Regulation S-K, the Company will
                  furnish to the Commission upon request copies of long-term
                  debt instruments and related agreements.

         27       Financial Data Schedule.

    (b)  Reports on Form 8-K.

         None.
























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                                    SIGNATURES


    Pursuant to the requirements 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.





                                                WELLMAN, INC.


Dated November 12, 1999                        By /s/ Keith R. Phillips
      ---------------                          ------------------------
                                               Keith R. Phillips
                                               Chief Financial Officer,
                                               Vice President and Treasurer
                                               (Principal Financial Officer)





Dated November 12, 1999                        By /s/ Mark J. Rosenblum
      ---------------                          ------------------------
                                               Mark J. Rosenblum
                                               Chief Accounting Officer,
                                               Vice President and Controller
                                               (Principal Accounting Officer)




























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