EXHIBIT 4(a)(2)

                     FIRST AMENDMENT TO LOAN AGREEMENT

   THIS FIRST AMENDMENT TO LOAN AGREEMENT is entered into as of June 4, 1997
by and among Wellman, Inc., a Delaware corporation (the "Borrower"), Fleet
National Bank, a national banking association, in its capacity as agent for
itself and the other Banks (the "Agent") and the Banks.

                                RECITALS

   WHEREAS, capitalized terms used in this First Amendment to Loan Agreement
(the "Amendment") and not expressly defined herein shall have the respective
meanings assigned thereto in that certain Loan Agreement dated as of February
8, 1995 among the Borrower, the Agent and the Banks (the "Loan Agreement").

   WHEREAS, the Borrower, the Banks and the Agent desire to amend the Loan
Agreement as provided in this Amendment.

   NOW THEREFORE, in consideration of the terms and conditions set forth
herein and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, the Borrower,
the Banks and the Agent hereby mutually agree as follows:

1.   Effective as of the date hereof, the Loan Agreement is hereby amended as
     follows:

     (a)  Section 1.01 of the Loan Agreement is amended by inserting the
          following definition immediately after the definition of
          "Capitalized Lease Obligations":

          "Cash Equivalent Investments" means any amount reflected on
          Borrower's consolidated balance sheet as cash or cash equivalent
          investments to the extent such Investments and other amounts are
          freely tradable.

     (b)  Section 1.01 of the Loan Agreement is further amended by deleting
          the definition of "EBIT" and inserting the following definition in
          substitution therefor:

          "EBITDA" means, for any fiscal period of the Borrower, Borrower's
          Net Income from Continuing Operations for such fiscal period, plus
          the amount of income tax expense for such fiscal period, minus the
          amount of income tax benefit for such fiscal period, plus Interest
          Expense for such fiscal period, minus the amount of interest income
          for such fiscal period, plus the amount of depreciation and
          amortization for such fiscal period as reflected on Company's
          Consolidated Cash Flow, all the foregoing additions and
          subtractions being added or subtracted only to the extent included
          in the calculation of Borrower's Net Income from Continuing
          Operations for the Borrower fiscal period in question and all as
          determined on a consolidated basis for the Borrower in accordance
          with GAAP.

     (c)  The term "EBIT" is amended to read "EBITDA" wherever such term
          appears in the Loan Agreement.

     (d)  In Section 1.01 the definition of "Net Income from Continuing
          Operations" is amended by changing the word "...effective..." to
          "...effect..." in line 5 thereof.

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     (e)  Section 5.01(J) of the Loan Agreement is hereby amended to read as
          follows:

          "(J)  Maintain EBITDA Coverage at the end of each fiscal quarter of
                the Borrower ending after March 31, 1997 of not less than 3.5
                to 1.0; provided, however, that for purposes of calculating
                compliance with this Section 5.01(J) the computation of
                EBITDA shall exclude losses or gains from the operations of
                or discontinuation(s) of any business(es) of Borrower, or any
                portion(s) or unit(s) thereof (such business or portion or
                unit thereof being referred to as an "Affected Business") if
                (x) the Borrowers Board of Directors has committed or
                authorized the closure or disposition of such Affected
                Business and (y) the aggregate book value of the Affected
                Business' Tangible Assets as of the end of the quarter
                immediately prior to such loss was less than 10% of the
                Consolidated Tangible Assets as of the end of the quarter
                immediately prior to such loss and (z) that any loss or gain
                relating to the Affected Business or gain or loss on closure
                or disposition of such Affected Business is a separately
                stated line item on the Borrower's consolidated income
                statement and/or separately disclosed in the footnotes, all
                of the foregoing to be calculated in accordance with GAAP;
                provided that the aggregate amount of such losses net of such
                gains from all Affected Businesses that may be so excluded
                from and after April 1, 1997 shall not exceed twenty percent
                (20%) of Consolidated Stockholders' Equity as of the quarter
                ending immediately prior to the quarter for which compliance
                with this Section 5.01(J) is being determined."

     (f)  Section 5.01(K) of the Loan Agreement is hereby amended to read as
          follows:

          "(K)  Leverage Ratio.  Maintain at the end of each of Borrower's
                fiscal quarters a Leverage Ratio of not greater than .55 to
                1.0; provided, that solely for purposes of calculating
                Borrower's compliance with this covenant, there shall be
                subtracted from Adjusted Indebtedness the excess of (A)
                Borrower's Cash Equivalent Investments at such date over (B)
                the sum of (i) $10,000,000 and (ii) the amount of federal
                income taxes that would be payable (if any) if Borrower's
                Cash Equivalent Investments held outside the United States
                were repatriated to the United States at the end of such
                quarter, and taxed at the Assumed Rate.  For purposes of this
                Section 5.01(K) the term "Assumed Rate" means the greater of
                zero or the difference between (a) the highest federal income
                tax rate in the United States applicable to domestic
                corporations and (b) the highest income tax rate applicable
                to Borrower or its Subsidiaries, as appropriate, on the Cash
                Equivalent Investments in the jurisdiction in which such Cash
                Equivalent Investments are held at the end of such quarter.

     (g)  Exhibit D to the Loan Agreement will be appropriately modified to
          reflect the changes provided for in this Amendment.

   Section 2.  Representations and Warranties.  The Borrower hereby
represents and warrants that (i) it has full power and authority to execute
and deliver this Amendment and to perform its obligation hereunder, (ii) it


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has taken all corporate action necessary for the execution and delivery by it
of this Amendment and the performance by it of its obligations hereunder, and
(iii) this Amendment constitutes its valid and binding obligation enforceable
against it in accordance with its terms except to the extent enforceability
may be subject to bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally or the application of principles
of equity, whether in an action at law or proceeding in equity.

   Section 3.  Reference to and Effect Upon the Loan Agreement.

   3.1  The Loan Agreement, as specifically amended hereby, is hereby
ratified, confirmed and approved and shall remain in full force and effect.

   3.2  The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or any Bank
under the Loan Agreement, nor constitute an amendment of any provision of the
Loan Agreement, except as specifically set forth herein.  Upon the
effectiveness of this Amendment (i) each reference in the Loan Agreement to
"this Agreement", "hereunder", "hereof", "herein" or words of similar import
shall mean and be a reference to the Loan Agreement as amended by this
Amendment; and (ii) each reference in any Note or Related Document to the
Loan Agreement shall mean and be a reference to the Loan Agreement as amended
by this Amendment.

   Section 4.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without regard
to its conflict of laws provisions.

   Section 5.  Headings.  Article and Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

   Section 6.  Counterparts.  This Agreement may be executed and delivered in
any number of counterparts each of which shall be deemed an original, and
this Agreement shall be effective when at least one counterpart hereof has
been executed by each of the parties hereto.

   IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Loan Agreement to be executed as a sealed instrument by their respective
officers thereunto duly authorized as of the date first written above.

                                       WELLMAN, INC.

                                       By: /s/ Audrey Goodman
                                         -----------------------
                                       Name:  Audrey Goodman
                                       Title:  Assistant Treasurer

                                       FLEET NATIONAL BANK, as Agent and
                                       as a Bank

                                       By:
                                         ------------------------
                                       Name:
                                       Title:





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                                       FLEET NATIONAL BANK, as successor to
                                       Natwest Bank N.A.

                                       By:
                                         ------------------------
                                       Name:
                                       Title:

                                       FLEET NATIONAL BANK, as successor to
                                       Shawmut Bank, N.A.

                                       By:
                                         ------------------------
                                       Name:
                                       Title:













































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