8-K

      S E C U R I T I E S  A N D  E X C H A N G E  C O M M I S S I O N
                          Washington, D. C.  20549




                                  FORM 8-K




                               CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date
of Report (date of earliest event report):  December 8, 1994.


                             M. A. HANNA COMPANY
           (Exact name of Registrant as specified in its charter)



Delaware                        1-5222                  34-0232435

(State or other                 (Commission File       (IRS Employer
  jurisdiction of                Number)                Identification No.)
  incorporation)



        Suite 36-5000, 200 Public Square, Cleveland, Ohio  44114-2304
                   Address of Principal Executive Offices



             Registrant's telephone number, including area code:

                               (216) 589-4000




    _____________________________________________________________________
        (Former name or former address, if changed since last report)
    






Item 5.   Other Events


Proposed Sale of Day International, Inc.
On December 8, 1994, the Registrant announced its plans to sell Day
International, Inc., a wholly-owned subsidiary of the Registrant ("Day
International").

Day International produces highly engineered blankets used on offset
printing presses to transfer ink from the printing plate to paper and
consumable parts used by textile mills in the production of yarns and
fabrics.  Day International, with annual sales of $117 million, has
manufacturing facilities in Asheville, North Carolina; Three Rivers,
Michigan; Dundee, Scotland; and Lerma, Mexico.  The Registrant has retained
the investment banking firm of Salomon Brothers, Inc. to assist in the
divestiture.

As a result of the decision to sell Day International, generally accepted
accounting principles require that its sales and profits be reported as
discontinued operations on the Registrant's financial statements.  Restated
quarterly financial statements for 1993 and 1994 may be obtained from the
Registrant.

Item 7.  Financial Statements and Exhibits.

         (c) The following exhibits are filed herewith.

         20.     Press Release issued by the Registrant on December 8, 1994
                 announcing the Registrant's plans to sell Day
                 International, Inc.



M. A. HANNA COMPANY
   (Registrant)




By       /s/   John S. Pyke, Jr.
         John S. Pyke, Jr.
         Vice President, General Counsel and
           Secretary

Dated:  December 20, 1994








EXHIBIT INDEX



NUMBER           DOCUMENT                                                PAGE

  20             Press Release issued by the Registrant on                4
                 December 8, 1994 announcing the Registrant's
                 plans to sell Day International, Inc.

EX-20

                                                      Exhibit 20

                                           N E W S  R E L E A S E


For Immediate Release

Investor Contact:   Barb Gould     (216) 589-4085
Media Contact:      Andy Opila     (216) 589-4018

M.A. HANNA PLANS TO SELL DAY INTERNATIONAL, INC.


CLEVELAND (December 8, 1994)....M.A. Hanna Company (NYSE/CHX:

MAH), an international specialty chemicals company, today

announced plans to sell Day International, Inc., based in Dayton,

Ohio.  The company has retained the investment banking firm of

Salomon Brothers Inc. to assist in the divestiture.



Day International, with annual sales of $117 million, produces

highly engineered blankets used on offset printing presses to

transfer ink from the printing plate to paper and consumable

parts used by textile mills in the production of yarns and

fabrics.  It has manufacturing facilities in Asheville, North

Carolina; Three Rivers, Michigan; Dundee, Scotland; and Lerma,

Mexico.  All are ISO registered.









"Day International is a well-run, profitable business, but, as a

manufacturer of finished products, it is outside our strategic

focus to serve the worldwide polymers industry," said M.A. Hanna

Chairman Martin D. Walker.  "Our objective to become the leading

supplier of specialty rubber and plastic materials and an

international distributor of plastic resins requires continued

aggressive investment.  The sale of Day International will

maintain our financial flexibility to fund opportunities in our

core businesses.  We are confident that the customers and

associates of Day International will benefit with an owner more

focused on the printing and textiles industries."



Walker noted that Day International Printing Products and

Textiles Products are leaders in their industries in the United

States and are strong competitors in Europe and Asia.  The

company's management has led the business through a series of new

product introductions such as the Newsmaker TM and the

Patriot TM 3000.  "Day International's strong product lines,

combined with leading technology and a seasoned management team,

represent an opportunity for prospective domestic or

international buyers," Walker said.











Day International, Inc. was acquired by M.A. Hanna in 1987.

Other M.A. Hanna business units that were part of the Day

acquisition are Cadillac Plastic, the number one distributor of

plastic shapes in North America, and Colonial Rubber and

Plastics, which have the largest compounding capacities in North

America.



As a result of the decision to sell Day International, generally

accepted accounting principles require that its sales and profits

be reported as discontinued operations on the M.A. Hanna

financial statements.  This accounting treatment does not affect

the strong performance of Day International, which will continue

to operate as an ongoing and viable business.



Restated quarterly financial statements for 1993 and 1994 are

available by calling M.A. Hanna's Investor Relations Department

(800-688-4259).   To obtain additional information about the sale

of Day International, a conference call is scheduled for

11 a.m. EST on December 8, 1994.  To participate, call 212-346-0107.




M.A. Hanna Company has sales greater than $1.5 billion.  Primary

businesses of M.A. Hanna are plastic and rubber compounding,

color and additive concentrates and resin distribution.