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                       SECURITIES AND EXCHANGE COMMISSION

                             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 reported):  December 4, 1996
                                                  ---------------------


                               M.A. Hanna Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                       1-5222                      34-023435
- ---------------                  -----------                ----------------
(State Or Other                  (Commission                (I.R.S. Employer
 Jurisdiction                    File Number)            Identification Number)
Of Incorporation)

          Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304
          ------------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (216) 589-4000
                                                    ----------------

                                     Exhibit Index Appears on sequential page 3.




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Item 5.           Other Events.
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                  The Company is filing herewith the following exhibit to its
Registration Statement on Form S-3 (File No. 333-5763), which was declared
effective on November 8, 1996.

         1.       Computation of Ratio of Earnings to Fixed Charges
                  (revised to reflect the Company's results as of June
                  30, 1997).

                                    SIGNATURE
                                    ---------

                  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 hereunto duly authorized.

                                             M.A. HANNA COMPANY

Date: September 19, 1997                     By:   /s/ John S. Pyke, Jr.
                                                   --------------------------
                                             Name:  John S. Pyke, Jr.
                                             Title: Vice President, General
                                             Counsel and Secretary







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                                  EXHIBIT INDEX
                                  -------------

Exhibit           Description of Exhibit
- -------           ----------------------
 
12.1              Computation of Ratio of Earnings to Fixed Charges
                  (revised to reflect the Company's results as of
                  June 30, 1997).