<PAGE> 1
<TABLE>
<S> <C>
PRICING SUPPLEMENT NO. 1 Rule 424(b)(3)
TRADE DATE: December 6, 1996 Registration No. 333-5763
(To Prospectus Supplement dated December 4, 1996
including the Prospectus dated November 8, 1996)
M.A. HANNA COMPANY
MEDIUM-TERM NOTES
Due More Than Nine Months from Date of Issue
Floating Rate Note ( ) 6.875% Fixed Rate Note (X)
Principal Amount: $20,000,000 Issue Price: 99.856%
Original Issue Date: December 11, 1996 Specified Currency: U.S. dollars
Interest Accrual Date: December 11, 1996 Maturity Date: December 1, 2004
Redemption Date(s): N/A
Redemption Price(s): N/A
Authorized Denominations (if other than
denominations of $1,000 and integral
multiples of $1,000 in excess thereof Interest Payment Period: Semi-Annual
in U.S. Dollars): N/A
Repayment Date(s): N/A Interest Payment Dates: June 1 and December 1
Repayment Price(s): N/A
Total Amount of OID: N/A
Yield to Maturity: N/A Global Security: (X) Yes ( ) No
Initial Accrual Period OID: N/A Exchange Rate Agent: N/A
Method Used to Determine Historical Exchange Rate: N/A
Yield to Maturity and Initial
Accrual Period OID: N/A
(Only applicable to Floating Rate Notes): Spread (plus or minus): N/A
Initial Interest Rate: N/A Spread Multiplier: N/A
Index Maturity: N/A Maximum Interest Rate: N/A
Base Rate(s): N/A Minimum Interest Rate: N/A
If LIBOR, Designated LIBOR Page: Calculation Rate Agent: N/A
( ) LIBOR Reuters
( ) LIBOR Telerate Name of Agents: Salomon Brothers Inc and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Index Currency: N/A Agents' Aggregate Discount or Commission:
.600%
Interest Reset Period: N/A
Interest Reset Dates: N/A Net Proceeds to Co.: $19,851,200
( ) Agent is acting as Agent for the sale of Notes by the Company at a price to the public of ( ) 100% of
Principal Amount or ( ) _____% of Principal Amount.
(X) Agents are purchasing Notes from the Company as Principal for resale to
Investors and other purchasers at:
( ) a fixed initial public offering price of 100% of the principal amount;
( ) a fixed initial public offering price of ___% of the principal amount;
or (X) varying prices relating to prevailing market prices at time of resale
to be determined by Agents.
Additional Terms: None
</TABLE>
