EXHIBIT 10(o)
                                 WELLMAN, INC.
              DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN


SECTION I.  PURPOSE OF THE PLAN
-------------------------------

1.1  Purpose of the Plan.  Wellman, Inc. (the "Company") has adopted a
Statement of Policy with respect to Stock Ownership of Directors and Officers
(the "Statement of Policy") to promote and create significant ownership of
the Company's Common Stock by members of the Company's Board of Directors and
senior management.  The Statement of Policy is intended to promote the
interests of the Company and its stockholders by increasing the ownership of
Common Stock by the directors and senior management so that, as stockholders
themselves, those individuals will be more likely to represent the views and
interests of other stockholders and to motivate them to manage the Company
for long-term growth and profitability.  This Plan has been adopted to
implement and promote the Statement of Policy and to enhance the Company's
ability to attract and retain persons who will make substantial contributions
to the Company's future success.

1.2  Effective Date.  The Plan is effective on February 17, 1998 (the
"Effective Date"), subject to approval and ratification by the Company's
stockholders no later than September 30, 1998, and will continue in effect
until terminated by the Board.  Compensation may be deferred, Restricted
Stock Awards granted and Restricted Stock may be purchased and issued under
the Plan prior to stockholder approval, subject to the condition that such
compensation shall be paid to Participants and grants and purchases shall be
canceled and any shares shall be returned to the Company by the affected
participants in the event that the stockholders have not approved the Plan by
September 30, 1998.


SECTION II.  DEFINITIONS
------------------------

2.1  Annual Bonus means the cash portion of any Incentive Award.

2.2  Base Salary means the annual salary paid by the Company to a management
Participant for performance of his job excluding any benefits, Incentive
Award, bonuses or any component of pay other than the base amount.

2.3  Board means the Board of Directors of the Company.

2.4  Business Day means any day on which the New York Stock Exchange is open
and the Common Stock is traded.

2.5  Cause in the context of a termination of employment means only one or
more of the following: (i) the commission in the course of employment of any
dishonest or fraudulent act; (ii) a conviction of a felony (from which,
through lapse of time or otherwise, no successful appeal shall have been
made) whether or not committed in the course of employment; (iii) the willful
refusal to carry out reasonable instructions of the Board which has a
material adverse affect upon the Company or any of its subsidiaries; and (iv)
the willful disclosure of any trade secrets or material confidential
corporate information to persons not authorized to know same.



                                      1
<PAGE>
2.6  Change in Control shall be deemed to have occurred when (i) any "person"
or "group" (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than
the Company, any of its subsidiaries, or any employee benefit plan of the
Company or of any subsidiary, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting
power of the Company's then outstanding securities; or (ii) during any period
of two consecutive years (not including any period prior to the Effective
Date), individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds of the
directors of the Company then still in office who were directors of the
Company at the beginning of the period.

2.7  Committee means the Compensation Committee of the Board or any successor
committee.

2.8  Common Stock means the Common Stock, $.001 par value, of Wellman, Inc.

2.9  Company means Wellman, Inc. and its subsidiaries with domestic
operations.

2.10  Disability shall have the meaning specified in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended.

2.11  Effective Date shall have the meaning set forth in subsection 1.2
hereof.

2.12  Exercise Price means ( i ) for Restricted Stock Awards granted after
1998, 85% of the average of the highest and lowest sales prices of the Common
Stock as reported on the New York Stock Exchange on the last Business Day of
the prior calendar year and on each of the fifteen (15) Business Days before
and after that date, and (ii)  for Restricted Stock Awards granted in 1998,
85% of  the average of the highest and lowest sales prices of the Common
Stock as reported on the New York Stock Exchange on the date the Plan is
approved by the stockholders and on each of the fifteen (15) Business Days
before and after that date.

2.13  Fair Market Value means the average of the highest and lowest sales
prices of the Common Stock as reported on the New York Stock Exchange on the
date of termination of employment or service of a Participant and on each of
the fifteen (15) Business Days before and after that date.

2.14  Incentive Award means an award under any incentive plan (other than a
stock option plan and this Plan) designated by the Committee that entitles
the recipient to shares of Common Stock, cash or a combination of Common
Stock and cash.

2.15  Participant means a non-employee director of the Company, any domestic
executive officer listed in the Company's most recent Annual Report on Form
10-K or otherwise designated by the Committee, any other member of management
of the Company as designated by the Committee, or a consultant to the Company
selected to participate in the Plan by the Committee.

2.16  Plan means this Wellman, Inc. Deferred Compensation and Restricted
Stock Plan, as it may be amended from time to time.


                                      2
<PAGE>
2.17  Restricted Period means the three year period commencing on the January
1st of the year in which a Restricted Stock Award is granted pursuant to this
Plan during which the restrictions imposed by Section V hereof shall apply;
provided, however, that upon request of the Participant at least six months
before the expiration of the Restricted Period (including any extended
Restricted Period) and prior to termination of employment (regardless of the
reason for termination), the Restricted Period may be extended for a period
of not less than two years.

2.18  Restricted Stock means shares of Common Stock which are issued by the
Company under this Plan subject to forfeiture, restrictions on transfer and
such other restrictions as are set forth in Section V hereof or as the
Committee may determine in accordance with the provisions of Section V of
this Plan.

2.19  Restricted Stock Award means an award that provides for a Participant
to acquire one share of Restricted Stock on the date compensation is deferred
which is equal to the Exercise Price.

2.20  Retirement means retirement from the Company on or after 55 years of
age.

2.21  Subsidiary means a domestic corporation of which more than 50% of the
total combined voting power of all classes of stock entitled to vote is
owned, directly or indirectly, by Wellman, Inc.

Unless the context clearly requires otherwise, the masculine pronoun whenever
used shall include the feminine and neuter pronouns, the singular shall
include the plural and the plural shall include the singular.

SECTION III.  GENERAL TERMS
---------------------------

3.1  Administration of the Plan.  The Plan shall be administered by the
Committee which shall have exclusive and absolute authority and discretion to
interpret the Plan, to establish and modify rules for the administration of
the Plan, to impose such conditions and restrictions as it determines
appropriate with respect to the Plan and to take such other actions and make
such other determinations as it may deem necessary or advisable for the
implementation and administration of the Plan.  All actions taken and all
interpretations and determinations made by the Committee in good faith shall
be final and binding upon the Participants, the Company and all other
interested persons.  No member of the Committee shall be personally liable
for any action, determination or interpretation made in good faith with
respect to the Plan.

3.2  Shares Subject to the Plan.  The Common Stock to be issued as Restricted
Stock under the Plan may be either authorized but unissued shares or treasury
shares.  The aggregate number of shares of Common Stock which may be issued
under the Plan may not exceed one million (1,000,000) shares, subject,
however, to the adjustments provided in subsection 3.3 in the event of stock
splits, stock dividends, exchanges of shares or the like occurring after the
Effective Date.  No Restricted Stock may be issued under the Plan which would
cause such maximum limit to be exceeded.

3.3  Adjustments.  In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividend) of the Company assets to
stockholders, or any other change affecting shares or the Company's

                                     3
<PAGE>
capitalization, such adjustments as the Committee in its discretion may deem
appropriate to reflect such change or to fairly preserve the intended
benefits of the Plan shall be made.  In addition, any shares issued by the
Company through the assumption or substitution of outstanding stock awards or
award commitments from an acquired company or other entity shall not reduce
the shares available for issuance under the Plan.

SECTION IV.  DEFERRED COMPENSATION AND RESTRICTED STOCK AWARDS
--------------------------------------------------------------

4.1  Mandatory Deferred Compensation.

(a)  Participants are required to defer the following amounts of compensation
earned after January 1, 1998:

    (i)  Non-employee directors of the Company must defer 50% of their
director's retainer fees;
    (ii)  Employees who are participants in the Wellman, Inc. Management
Incentive Compensation Plan must defer payment of any amounts earned over the
target percentage defined therein; and
    (iii)  At the discretion of the Committee and on terms determined by the
Committee, consultants may contractually commit to defer full or partial
payment of consulting fees.

The Participants will be granted Restricted Stock Awards as follows:

    (i)  Non-employee directors, on January 20th of each year,
    (ii)  Participants in the Wellman, Inc. Management Incentive Compensation
Plan, when the amount earned over the target percentage is determined; and
    (iii)  Consultants, as determined by the Committee.

(b)  Each employee Participant who fails to achieve his targeted stock
ownership as provided in the Statement of Policy as of December 31st of any
year shall be required to defer his entire Annual Bonus earned in such year
and his Base Salary increase (if any) for the next year.  Each Director
Participant who fails to achieve his targeted stock ownership as provided in
the Statement of Policy as of December 31st of any year shall be required to
defer the remainder of his director's retainer fees for the next year. The
Participant will be granted a Restricted Stock Award within three months
following the date he did not achieve his targeted stock ownership.

4.2  Voluntary Deferred Compensation.  Not later than 45 days after a
Participant first becomes a Participant in the Plan and not later than
December 15 preceding the next full calendar year thereafter (i.e., December
15, 1998 for compensation earned in 1999), the Participant may make an
irrevocable election on a form provided by the Company to defer a specified
dollar amount of his Base Salary, Annual Bonus and any other cash
remuneration.  Participants may only defer the following amounts:

    (i)  Participants who are employees may defer up to:  (a) 100% of their
Base Salary for the period from April 1, 1998 to December 31, 1998 and 100%
of their Annual Bonus and any other cash remuneration earned in 1998 and (ii)
50% of their Base Salary, Annual Bonus and any other cash remuneration in all
future years.

    (ii)  Directors may defer up to 100% of their annual retainer, meeting
fees and other cash remuneration for the period from April 1, 1998 to
December 31, 1998 and in all future years.


                                      4
<PAGE>
The Participant will receive a Restricted Stock Award approximately 35 days
after his election to defer compensation for 1998 and on January 20th of any
year thereafter.

4.3  Termination of Directors Retirement and Deferred Compensation Plans.
Subject to the discretion of the Committee, non-employee director
Participants shall receive Restricted Stock as set forth below in
satisfaction of any amounts payable to them in connection with the
termination of the Wellman, Inc. Directors Retirement Plan and the Wellman,
Inc. Directors Deferred Compensation Plan.  In the case of the Directors
Retirement Plan, the number of shares of Restricted Stock issued in exchange
for the accrued benefit as of December 31, 1997 shall be equal to the accrued
benefit divided by 85 % of the average of the highest and lowest sales prices
of the Common Stock as reported on the New York Stock Exchange on the date
the Plan is approved by the stockholders and on each of the fifteen (15)
Business Days before and after that date.  In the case of the Directors
Deferred Compensation Plan, the number of shares of Restricted Stock issued
in exchange for the accrued benefit on the date the plan is terminated shall
be equal to the number of shares of phantom stock held in the Directors
Deferred Compensation Plan on the date this Plan is approved by the
stockholders.

SECTION V.  RIGHTS AND TERMS OF RESTRICTED STOCK
------------------------------------------------

5.1  Terms of Restricted Stock.

(a)  Each Restricted Stock Award granted pursuant to the Plan will provide
for the exchange of the applicable Participant's deferred compensation for
Restricted Stock within fifteen (15) months after the date of grant. The
Restricted Stock shall be issued when a Participant's compensation is
actually deferred and exchanged for Restricted Stock pursuant to a Restricted
Stock Award.  In the event a Participant is granted a Restricted Stock Award
and compensation is not actually deferred for whatever reason, no Restricted
Stock shall be issued.

(b)  Each grant of a Restricted Stock Award pursuant to subsections 4.1 and
4.2 and each issuance of Restricted Stock pursuant to subsection 4.3 shall be
embodied in an agreement signed by the Participant and the Company (the
"Agreement").  The Agreement (i) shall provide that the Restricted Stock
Award and any Restricted Stock issuable thereunder or hereunder shall be
subject to the provisions of the Plan, (ii) shall provide that Participants
who received Restricted Stock Awards pursuant to subsections 4.1(b) and 4.2
shall not be able to sell stock (except shares acquired upon exercise of an
option granted pursuant to a stock option plan of the Company and disposed of
within 30 days of such exercise) during the period these Restricted Stock
Awards are exercisable unless they receive permission of the Committee (which
will generally be granted only if there are extenuating circumstances), and
(iii) shall contain such other provisions as the Committee may prescribe not
inconsistent with the Plan.

(c)  All Restricted Stock Awards granted and Restricted Stock issued pursuant
to this Plan shall be subject to the following restrictions:  (i) a
Participant shall not be entitled to delivery of a certificate evidencing the
shares of Restricted Stock until the expiration or termination of the
Restricted Period and the satisfaction of any and all other conditions
specified in the Agreement applicable to such shares of Restricted Stock;
(ii) none of the Restricted Stock Awards or shares of Restricted Stock may be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of

                                     5
<PAGE>
during the Restricted Period and until the satisfaction of any and all other
conditions specified in the Agreement applicable to such Restricted Stock;
and (iii) any Restricted Stock Awards or shares of Restricted Stock which are
forfeited shall be returned to the Company and all rights of the Participant
with respect to such Restricted Stock Awards or shares of Restricted Stock
shall terminate without further obligation on the part of the Company upon
the occurrence of any of the events set forth below in subsection 5.4.

5.2  Custody of Shares of Restricted Stock; Rights with Respect to Stock.

(a)  Any certificates representing shares of Restricted Stock issued under
the Plan shall be issued in the Participant's name but shall be held by the
Company during the Restricted Period.  The Company shall serve as attorney-
in-fact for the Participant during the Restricted Period with full power and
authority in the Participant's name to assign and convey to the Company any
shares of Restricted Stock held by the Company for such Participant if the
Participant forfeits the shares under the terms of the Restricted Stock.
Each certificate representing shares of Restricted Stock may bear a legend
referring to the Plan and the risk of forfeiture of the shares and stating
that such shares are nontransferable until all restrictions have been
satisfied and the legend has been removed.

(b)  Upon the purchase of Restricted Stock pursuant to the Plan and the
issuance of a certificate or certificates representing such Restricted Stock,
the Participant shall thereupon be a stockholder and have all the rights of a
stockholder with respect to such shares, including the right to vote and
receive all dividends or other distributions made or paid with respect to
such shares; provided, however, that such Restricted Stock and any new,
additional or different securities the Participant may become entitled to
receive with respect to such Restricted Stock by virtue of a stock split,
dividend or other change in the corporate or capital structure of the
Company, shall be subject to the restrictions described in subsection 5.1
hereof.

5.3  Distribution of Restricted Stock.  If a Participant who receives shares
of Restricted Stock under the Plan remains in the continuous employment or
service of the Company during the entire Restricted Period and otherwise does
not forfeit such shares pursuant to subsection 5.4 hereof, all restrictions
applicable to the shares of Restricted Stock shall lapse upon expiration of
the Restricted Period, and a certificate or certificates representing the
shares of Common Stock that were granted to the Participant in the form of
shares of Restricted Stock shall be delivered to the Participant.

5.4  Forfeiture.

(a)  If a Participant's service or employment is terminated before the
expiration of the Restricted Period by the Company without Cause or by reason
of Retirement, Disability or death of the Participant, the Committee shall
determine when the restrictions applicable to the shares of Restricted Stock
held by the Company for such Participant shall lapse, giving appropriate
consideration to each individual situation, provided that in no event shall
the restrictions continue longer than those in effect on the date of such
termination. On each of the respective dates, the certificate or certificates
representing the shares of Common Stock upon which the restrictions have
lapsed shall be delivered to the Participant (or in the event of the
Participant's death, to his estate).

(b)  If a Participant's service or employment is terminated before the
expiration of the Restricted Period by the Company for Cause or by the

                                     6
<PAGE>
Participant at any time, the Participant shall forfeit all Restricted Stock
and shall receive a cash payment equal to the lower of 85% of the Fair Market
Value of the Restricted Stock or the deferred compensation used to acquire
the Restricted Stock.

(c)  In the case of any consultant Participant, any events of forfeiture
shall be determined by the Committee in its sole discretion (including but
not limited to confidentiality and competitive issues) and shall be set forth
in the Agreement with respect to the Restricted Stock Award granted to such
consultant.

(d)  If a Participant's service is terminated for any reason before a
Restricted Stock Award is exchanged for Restricted Stock, then the
Participant shall forfeit all rights under the Restricted Stock Award.

5.5  Change of Control.  Upon any Change of Control, unless the Committee in
its sole discretion determines otherwise prior to the Change of Control, all
restrictions applicable to shares of Restricted Stock shall immediately lapse
and the certificate or certificates representing the shares of Common Stock
that were granted to the Participants in the form of shares of Restricted
Stock shall be delivered to the Participants.  In addition, each Participant
shall have the right to deliver to the Company cash and receive unrestricted
Common Stock for any unexchanged Restricted Stock Award.

5.6  Waiver of Restrictions.  The Committee, in its sole discretion, may at
any time waive any or all restrictions with respect to any Restricted Stock
Award or shares of Restricted Stock.

SECTION VI. MISCELLANEOUS
--------------------------

6.1  Termination and Amendment.  The Board at any time may amend or terminate
the Plan.  Notwithstanding any expiration or termination of the Plan, unless
otherwise determined by the Committee, the provisions relating to Restricted
Stock Awards and Restricted Stock contained in Sections II, III, IV, V and VI
shall continue to apply with respect to all Restricted Stock Awards or shares
of Restricted Stock outstanding as of the date of expiration or termination.

6.2  Withholding.  Each Participant shall pay to the Company any amount
necessary to satisfy applicable federal, state or local tax withholding
requirements attributable to the grant of a Restricted Stock Award, the
issuance of Restricted Stock under the Plan, or upon the vesting of such
Restricted Stock, promptly upon notification of the amount due.  If these
amounts are not paid when requested, then at the election of the Committee,
these amounts may be withheld from the shares of Common Stock that otherwise
would be distributed to such Participant pursuant to the Plan.

6.3  Legal and Other Requirements.  The grant of Restricted Stock Awards and
the distribution of shares of Restricted Stock shall be subject to the
condition that if at any time the Company determines in its discretion that
the satisfaction of withholding tax or other tax liabilities, or the listing,
registration or qualification of any shares of Common Stock upon any
securities exchange or under any federal or state law, or the consent or
approval of any regulatory body, is necessary or desirable as a condition of,
or in connection with such grant or distribution, then in any such event,
such grant or distribution shall not be effective unless such liabilities
have been satisfied or such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

                                7
<PAGE>
6.4  Choice of Law.  The Plan, its validity, interpretation and
administration and the rights and obligations of all persons having an
interest therein shall be governed by and construed in accordance with the
laws of the State of Delaware, except to the extent that such laws may be
preempted by federal law.

6.5  Fractional Shares.  The Company shall not be required to issue or
deliver any fractional share of Restricted Stock issuable under this Plan but
shall round each issuance of shares of Restricted Stock hereunder up to the
nearest whole share.

6.6  No Employment Contract.  The Plan shall not confer upon any Participant
any right to continued employment by the Company nor shall the Plan in any
way interfere with the right of the Company to terminate the employment of
any Participant at any time.

6.7  Section 83(b) Elections.  A Participant who files an election with the
Internal Revenue Service to include the fair market value of any shares of
Restricted Stock in gross income during a Restricted Period shall promptly
furnish the Company with a copy of such election together with the amount of
any federal, state, local or other taxes required to be withheld (if any) to
enable the Company to claim an income tax deduction with respect to such
election.






































                                     8
<PAGE>