SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~ ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~August 15,~~of ~~2000~~1934

Date of Report (Date of earliest event reported) August 29, 2000

THE GEON COMPANY
(Exact name of registrant as specified in charter)

Delaware		1-11804		34-1730488
(State or other jurisdiction of incorporation)		(Commission File ~~No.~~Number)		(IRS Employer Identification No.)

One Geon Center, Avon Lake, Ohio	44012	~~44012~~
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code~~: (~~ 440) -930-1001

~~N/A~~Not Applicable (Former name or former address, if changed since last report.)

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

~~On August 16, 2000,~~ The Geon Company, ~~a Delaware corporation~~ (~~“Geon”~~NYSE: GON)~~, issued~~ ~~a press release announcing that its Chairman, Chief Executive Officer~~ and ~~President, Thomas A. Waltermire, had been selected by the Boards of Directors of Geon and of~~ M.A. Hanna Company, a(NYSE: ~~Delaware~~MAH; ~~corporation (“Hanna”~~CHICAGO) toannounced ~~serve~~that asat ~~the~~special ~~first~~meetings, ~~Chairman~~stockholders ~~and~~of ~~Chief~~each ~~Executive~~company ~~Officer of PolyOne~~authorized ~~Corporation,~~their ~~the corporation to be created by the~~ consolidation ofinto ~~Geon~~a ~~and Hanna~~new ~~(“PolyOne”).~~organization Aknown ~~copy of the press release is attached~~ as ~~Exhibit 99.1 and~~PolyOne ~~is incorporated herein by reference in its entirety~~Corporation.

~~Under the terms of the Agreement and Plan of Consolidation, dated as of May~~Item 7~~, 2000~~ (~~the “Consolidation Agreement”~~c)~~, between Geon and Hanna, and subject to the provisions of the proposed regulations of PolyOne, Phillip D~~. ~~Ashkettle,~~ ~~who~~Financial ~~stepped down as Chairman~~Statements, ~~Chief~~Pro ~~Executive~~Forma ~~Officer~~Financial ~~and~~Information ~~President of Hanna on August 16, 2000, was to serve as Chairman of PolyOne through the PolyOne 2004 annual shareholders meeting~~ and ~~as Chief Executive Officer of~~Exhibits ~~PolyOne until December 31, 2001. Mr. Waltermire was to serve as President and~~ Chief Operating Officer of PolyOne until December 31, 2001 and as Chairman and Chief Executive Officer of PolyOne at such time as Mr. Ashkettle ceased to hold those offices. As a consequence of Mr. Ashkettle’s departure from Hanna, the Boards of Directors of Hanna and Geon have agreed to amend the Consolidation Agreement to (i) appoint Carol A. Cartwright, currently a Hanna director, to serve in the place of Mr. Ashkettle on the Board of Directors of PolyOne and (ii) appoint Mr. Waltermire to serve in the place of Mr. Ashkettle as Chairman, Chief Executive Officer and President of PolyOne upon the consummation of the consolidation. The Boards of Directors of Hanna and Geon have also agreed to make certain technical amendments to the Consolidation Agreement to reflect the foregoing changes and facilitate in the closing of the transaction. A copy of the amendment to the consolidation agreement is attached as Exhibit 2.1 and is incorporated herein by reference in its entirety.

~~The~~Exhibit 99.1 ~~amendment~~Press toRelease ~~the~~of ~~consolidation~~August 29, ~~agreement~~2000 ~~also~~announcing ~~revises~~that ~~the~~The ~~proposed~~Geon Company ~~regulations~~(NYSE: ofGON) ~~PolyOne~~and toM.A. ~~reflect~~Hanna ~~these~~Company ~~changes.~~(NYSE: AMAH; ~~copy~~CHICAGO) ofat ~~the~~special ~~revised~~meetings, ~~proposed~~stockholders ~~regulations~~ of ~~PolyOne,~~each ~~which~~company isauthorized ~~Exhibit B~~their toconsolidation ~~the~~into ~~amendment~~a ~~to the~~new ~~consolidation~~organization ~~agreement,~~known ~~is attached~~ as ~~Exhibit 3.1~~PolyOne ~~and is incorporated herein by reference in its entirety~~Corporation.

~~Item 7. Financial Statements and Exhibits~~SIGNATURE

(c)	Exhibits.
2.1		Amendment to Agreement and Plan of Consolidation, dated August 15, 2000, by and among The Geon Company, M.A. Hanna Company and Consolidation Corp.
3.1		Proposed Regulations of PolyOne Corporation.
99.1		Press Release of The Geon Company, dated August 16, 2000.

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.

SIGNATURE


		THE GEON COMPANY


		By \s\ Gregory L. Rutman

		Secretary




Dated August 29, 2000

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.

THE GEON COMPANY By: /s/ Gregory L. Rutman Name: Gregory L. Rutman Title: Vice President, Chief Legal Officer and Secretary

Dated: August 16, 2000

EXHIBIT INDEX

Exhibit No.			Description
2.1			Amendment to Agreement and Plan of Consolidation, dated August 15, 2000, by and among The Geon Company, M.A. Hanna Company and Consolidation Corp.
3.1			Proposed Regulations of PolyOne Corporation.
99.1			Press Release of The Geon Company, dated August 16, 2000.

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