EXHIBIT 4.1.b
                                CREDIT AGREEMENT

                                 FIFTH AMENDMENT
     This Fifth Amendment (this "Amendment") to the Credit Agreement (as defined
                                 ---------
below)  is entered into as of May 25, 2001 by and among MacDERMID, INCORPORATED,
a  Connecticut  corporation  (the "Company"), the several financial institutions
                                   -------
party  hereto  (collectively,  with  Bank  of  America,  N.A.,  the  "Lenders";
                                                                      -------
individually,  a  "Lender"),  BANK OF AMERICA, N.A., as letter of credit issuing
                   ------
bank,  swing  line  lender  and  administrative  agent  for  the  Lenders  (the
"Administrative  Agent")  and  BANC of AMERICA SECURITIES, LLC, as lead arranger
----------------------
and  book  manager. Unless otherwise specified herein, capitalized terms used in
this  Amendment shall have the meanings ascribed to them by the Credit Agreement
(as  defined  below).
                                    RECITALS
                                    --------
     WHEREAS,  the  Company, the Lenders from time to time party thereto and the
Administrative  Agent are party to the Second Amended and Restated Multicurrency
Credit  Agreement,  dated  as  of  October  25, 1998, amended and restated as of
December  15,  1998  and  further  amended  and restated as of June 15, 1999 (as
amended  by  the  First  Amendment  dated  as  of September 24, 1999, the Second
Amendment dated as of November 12, 1999, the Third Amendment and Waiver dated as
of  June  2,  2000 and the Fourth Amendment dated as of December 19, 2000 and as
the  same  may  be further amended, supplemented, restated or otherwise modified
from  time  to  time  in  accordance  with  its terms and in effect, the "Credit
                                                                          ------
Agreement");  and
----------
     WHEREAS,  the  Company, the Administrative Agent and the Majority Lenders
Desire to  make  certain  amendments  to  the  Credit Agreement as specified
below; and
      NOW,  THEREFORE, in consideration of the mutual execution hereof and other
good  and  valuable  consideration,  the  parties  hereto  agree  as  follows:
1.  AMENDMENT  TO  THE AGREEMENT.  The Credit Agreement is hereby amended,
    ----------------------------
effective as of the Fifth Amendment Effective Date in accordance with Section 4
-                                                                     ---------
hereof, as follows:
    1.1  NEW DEFINITIONS.  Section 1.1 of the Credit Agreement is hereby amended
         ---------------
      by adding the following definitions in the proper alphabetical location:

     "Fifth  Amendment"  means  that  certain  Fifth Amendment to this Agreement
      ----------------
dated  as  of  May  25,  2001.
     "Fifth  Amendment  Effective  Date" has the meaning assigned to that term
 --------------------------------------
in the Fifth  Amendment.

     "Required  Take  Out Debt Transaction" means any transaction whereby the
      ------------------------------------
Company incurs  Take  Out Debt after the Fifth Amendment Effective Date the net
Proceeds of  which  are  equal  to  or  greater  than  $150,000,000.

<TABLE>
<CAPTION>

     1.2  AMENDED DEFINITIONS.
          -------------------
       (a)  "Applicable  Margin".  THE  CHART  IN  THE  DEFINITION OF
             ------------------
"APPLICABLE MARGIN" IN SECTION  1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED
BY DELETING THE CHART IN ITS  ENTIRETY  AND  BY  ADDING  THE  FOLLOWING  NEW
CHART AND LANGUAGE THERETO:


<S>    <C>               <C>                   <C>

Level  Base Rate Loans   Offshore Rate Loans   Commitment Fee

I                 1.25%                 2.25%           0.500%

II                1.00%                 2.00%           0.375%

III               0.75%                 1.75%           0.275%

IV                0.50%                 1.50%           0.250%

V                 0.25%                 1.25%           0.250%

</TABLE>


<TABLE>
<CAPTION>


               Notwithstanding  anything  else  herein  to  the contrary, in the
event that the Required Take Out Debt Transaction has not been consummated on or
before  December  31,  2001,  the  second  row  of the above chart shall read as
follows:


<S>  <C>    <C>    <C>

I                 1.75%                 2.75%           0.500%

</TABLE>

       (b)  "Consolidated  EBIT".  THE  DEFINITION OF "CONSOLIDATED EBIT" IN
              ------------------
SECTION 1.01 OF THE  CREDIT  AGREEMENT  IS  HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING  NEW  DEFINITION:
     "Consolidated  EBIT"  means,  for  any  period  the sum of Consolidated Net
      ------------------
Income  of  the  Company and its Consolidated Subsidiaries for such period, plus
(i)  to  the  extent  incurred  during  such  period  by  the  Company  and  its
Subsidiaries,  any  one-time non-cash charges not in excess of up to $15,000,000
in  the  aggregate  for all test periods, (ii) Consolidated Interest Expense and
(iii)  consolidated  taxes  of the Company and its Consolidated Subsidiaries for
such  period;  provided,  however,  that  for  all  purposes  for any businesses
acquired  (whether  by  purchase  accounting  or  pooling accounting) during the
period  of  determination  (including Target and its Subsidiaries), Consolidated
EBIT  for  such  period  shall  be  determined  on  a pro forma basis as if such
acquisition had occurred as of the beginning of such period (including synergies
agreed  to  by the Administrative Agent in its reasonable discretion); provided,
further,  that  without the consent of the Administrative Agent and the Majority
Lenders,  the  Consolidated EBIT being added as a result of any such acquisition
shall  not  exceed  (a) in the case that only unaudited financial statements are
available with respect to the assets, Person or division being acquired (whether
by  merger,  stock  or asset purchase, or otherwise), the amount of Consolidated
EBIT  of  the  acquiree on a stand alone basis being added from such acquisition
shall  not exceed 15% of the otherwise applicable amount of Consolidated EBIT of
the  Company and its Subsidiaries (other than the acquiree) taken as a whole, or
(b)  the  instance  that  unqualified audited financial statements in accordance
with  GAAP  are available for  the  acquiree, then 100% of the Consolidated EBIT
of  the  acquiree.
       (c)  "Consolidated  EBITDA".  THE DEFINITION OF "CONSOLIDATED EBITDA" IN
             --------------------
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE FOLLOWING  NEW  DEFINITION:
     "Consolidated  EBITDA"  means,  for any period, the sum of Consolidated Net
      --------------------
Income  of  the  Company and its Consolidated Subsidiaries for such period, plus
(i)  to  the  extent  incurred  during  such  period  by  the  Company  and  its
Subsidiaries  and not for determination of the Leverage Ratio related to pricing
Levels  in  the  Applicable  Margin definition, any one-time cash charges not in
excess  of  up  to  $15,000,000  in  the  aggregate  for  all test periods, (ii)
Consolidated  Interest Expense, (iii) consolidated depreciation and amortization
expense  and  (iv)  consolidated  taxes  of  the  Company  and  its Consolidated
Subsidiaries  for  such period; provided, however, that for all purposes for any
businesses  acquired  (whether  by  purchase  accounting  or pooling accounting)
during  the  period  of  determination  (including Target and its Subsidiaries),
Consolidated  EBITDA for such period shall be determined on a pro forma basis as
if  such  acquisition had occurred as of the beginning of such period (including
synergies  agreed  to by the Administrative Agent in its reasonable discretion);
provided,  further, that without the consent of the Administrative Agent and the
Majority  Lenders,  the  Consolidated EBITDA being added as a result of any such
acquisition  shall  not  exceed  (a)  in  the case that only unaudited financial
statements  are  available  with respect to the assets, Person or division being
acquired  (whether by merger, stock or asset purchase, or otherwise), the amount
of  Consolidated EBITDA of  the acquiree on a stand alone basis being added from
such  acquisition  shall  not  exceed  15% of the otherwise applicable amount of
Consolidated  EBITDA  of  the  Company  and  its  Subsidiaries  (other  than the
acquiree)  taken  as  a  whole,  or  (b)  the  instance that unqualified audited
financial  statements  in  accordance  with GAAP are available for the acquiree,
then  100%  of  the  Consolidated  EBITDA  of  the  acquiree.

       (d)  "Permitted Swap Obligations".  THE DEFINITION OF "PERMITTED SWAP
             --------------------------
OBLIGATIONS" IN SECTION  1.01  OF  THE  CREDIT  AGREEMENT  IS HEREBY DELETED IN
ITS ENTIRETY AND REPLACED  WITH  THE  FOLLOWING  NEW  DEFINITION:
     "Permitted  Swap  Obligations"  means  all  obligations  (contingent  or
      ----------------------------
otherwise)  of  the  Company  or  any  Subsidiary existing or arising under Swap
Contracts,  provided  that each of the following criteria is satisfied:  (I) (a)
such  obligations  are  (or  were)  entered  into by such Person in the ordinary
course  of business for the purpose of directly mitigating risks associated with
liabilities,  commitments  or  assets  held  or  reasonably  anticipated by such
Person,  or  changes  in  the  value  of  securities  issued  by  such Person in
conjunction  with  a  securities  repurchase  program  not  otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view" and (b)
such  Swap  Contracts  do  not contain (i) any provision ("walk-away" provision)
exonerating  the  non-defaulting  party  from its obligation to make payments on
outstanding  transactions to the defaulting party, or (ii) in the event that the
Swap  Contract  provider  is  not  a  Lender (or any Affiliate of a Lender), any
provision  creating  or  permitting  the  declaration  of  an  event of default,
termination  event  or  similar event upon the occurrence of an Event of Default
(other  than  an  Event  of  Default  under  Section 10.01(a)) or (II) such Swap
                                             ----------------
Contract  was  entered  into  prior  to  the  Announcement Date and is listed on
Schedule  6.21.
---------------

     1.3  SECTION 8.01  DEBT.  Section 8.01 of the Credit Agreement is hereby
          ------------------
amended by replacing "$250,000,000" in clause (g) thereof with "$350,000,000".
                                       ----------

     1.4  SECTION 8.02  RESTRICTED PAYMENTS.  Section 8.02 is hereby amended by
          ---------------------------------
adding the following new language immediately at the end of the first paragraph
thereof:

       "provided,  further,  in  the  event that the Required Take Out Debt
        --------   -------
Transaction does not occur on or before December 31, 2001, and if as shown on
The Compliance Certificate  for  the  most  recently  ended  fiscal quarter of
the Company, the Company's  Leverage Ratio is greater than 3.50 to 1.00, neither
the Company, nor any  Subsidiary  of  the  Company  shall  declare or make any
Restricted Payment described  in clause (b) of the definition of Restricted
                                 ----------
Payment (other than the repurchase  by the Company of its capital stock from
employees of the Company in amounts  not  in  excess  of  $1,000,000  in  any
fiscal  year)."

     1.5  SECTION 8.05  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.  Section
          ---------------------------------------------------------
8.05(i) of the Credit Agreement is hereby amended by adding the following new
language immediately at the end thereof:

       "and (z) in the event that the Required Take Out Debt Transaction does
not occur on or before December 31, 2001, demonstrating that such transaction
would not on a  pro forma basis cause the Company's Leverage Ratio as shown on
the Compliance Certificate  for  the  most  recently  ended fiscal quarter of
the Company to be greater  than  or  3.50  to  1.00."

     1.6  SECTION 9.01 CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE RATIO.
          ---------------------------------------------------------------------
Section 9.01 of the Credit Agreement is hereby deleted in its entirety and
Replaced with the following new Section 9.01:

       "9.01     Consolidated EBIT to Consolidated Interest Expense Ratio.
                 --------------------------------------------------------

<TABLE>
<CAPTION>


     The  ratio  of  Consolidated  EBIT tested at the end of each fiscal quarter
for  the  preceding  four fiscal quarters shall not during the periods set forth
below  be  less  than  the  following:


<S>                                      <C>

Period                                   Ratio
------                                  ------
April 1, 2001 through December 31, 2002   2.00 to 1.00
January 1, 2003 and thereafter            2.25 to 1.00"

</TABLE>




     1.7  SECTION 9.03 MAXIMUM TOTAL DEBT TO CONSOLIDATED EBITDA.  Section 9.03
          ------------------------------------------------------
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following new Section 9.03:

              "9.03     Maximum Total Debt to Consolidated EBITDA.
                        -----------------------------------------
<TABLE>
<CAPTION>


     The  ratio  of  Adjusted  Consolidated  Total  Debt  to Consolidated EBITDA
tested  at the end of each fiscal quarter for the preceding four fiscal quarters
shall  not  during  the  periods  set  forth  below  exceed  the  following:


<S>                                 <C>

Period                              Ratio
-------                             -----
April 1, 2001 to December 31, 2001  4.00 to 1.00
January 1, 2002 to June 30, 2002    3.75 to 1.00
July 1, 2002 and thereafter         3.50 to 1.00

</TABLE>


<TABLE>
<CAPTION>

          Provided  however,  in  the  event  that  the  Required  Take Out Debt
Transaction  has  not  been  consummated  on  or  before  December 31, 2001, the
following  periods  and ratios shall be substituted for the above listed periods
and  ratios:


<S>                                  <C>

 Period                              Ratio
--------                             -----
April 1, 2001 to September 30, 2001   4.00 to 1.00
October 1, 2001 to March 31, 2002     3.75 to 1.00
April 1, 2002 to March 31, 2003       3.50 to 1.00
April 1, 2003 and thereafter          3.25 to 1.00"

</TABLE>


     1.8  INCORPORATION OF REPRESENTATIONS AND WARRANTIES.  Article VI of the
          -----------------------------------------------
 Agreement is hereby amended by adding the following new Section 6.27:

     "6.27  Representations  and  Warranties  Incorporated  From  the  Fifth
            ----------------------------------------------------------------
Amendment.  Each  of  the representations and warranties given by Company to the
Administrative Agent and the Lenders in the Fifth Amendment are true and correct
in  all  material  respects as of the date of the Fifth Amendment, except to the
extent  such representations and warranties are expressly made as of a specified
date  in  which  event  such  representations  and  warranties shall be true and
correct  as  of such specified date, and such representations and warranties are
incorporated  herein  by this reference with the same effect as though set forth
in  their  entirety  herein."
2.  ACKNOWLEDGEMENT.
    ---------------
     CREDIT  SUISSE  FIRST  BOSTON  IS  CURRENTLY  NOT A LENDER UNDER THE CREDIT
AGREEMENT  BUT  MAY  DESIRE TO PARTICIPATE AS A LENDER EFFECTIVE AFTER THE FIFTH
AMENDMENT  EFFECTIVE  DATE  AND,  IF SO, WILL AGREE TO ASSUME THE PORTION OF THE
OUTSTANDING  LOANS (AND, IN THE CASE OF THE REVOLVING COMMITMENT, ITS PORTION OF
THE  UNFUNDED  REVOLVING  COMMITMENT)  REFLECTED  ON  A NEW SCHEDULE 2.01 TO THE
                                                            -------------
CREDIT  AGREEMENT WHICH WOULD REPLACE THE EXISTING SCHEDULE 2.01 IN ITS ENTIRETY
                                                   -------------
AND  WHICH  WOULD  BE  DISTRIBUTED TO EACH LENDER UPON SUCH EVENT.  IN THE EVENT
CREDIT  SUISSE  FIRST  BOSTON BECOMES A LENDER, CREDIT SUISSE FIRST BOSTON WOULD
FUND  TO EACH EXISTING LENDER AN AMOUNT REFLECTING THE PROPORTIONAL REDUCTION OF
SUCH  LENDER'S  OUTSTANDING LOANS AND REVOLVING COMMITMENT RESULTING FROM CREDIT
SUISSE  FIRST BOSTON'S PARTICIPATION IN THE CREDIT AGREEMENT.   THE NEW SCHEDULE
                                                                        --------
2.01  WOULD  REFLECT  THE  REDUCTION IN EACH SUCH LENDER'S OUTSTANDING LOANS AND
----
REVOLVING  COMMITMENT.

3.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The  Company represents
    --------------------------------------------------
and warrants  to  Administrative  Agent  and  the  Lenders  as  follows:

     3.1  INCORPORATION OF REPRESENTATION AND WARRANTIES FROM AGREEMENT.  The
          -------------------------------------------------------------
representations and warranties contained in the Credit Agreement, as amended
hereby, and in the other Loan Documents are true and correct in all material
respects at and as of the Fifth Amendment Effective Date (except to the extent
specifically made with regard to a particular date in which case such
representations and warranties shall be true and correct as of such date).

     3.2  ABSENCE OF DEFAULT OR EVENT OF DEFAULT. Before and after giving effect
          --------------------------------------
to this Amendment, no Default or Event of Default will exist or will be
continuing.

     3.3  CORPORATE POWER AND AUTHORITY.  The Company has the corporate power
          -----------------------------
and authority to execute, deliver and perform the terms and provisions of this
Amendment and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of this Amendment.

     3.4  NO ADDITIONAL CONSENTS REQUIRED.  No authorization or approval or
          -------------------------------
other action by, and no notice to or filing or registration with, any Person is
required in connection with, the execution, delivery and performance hereof
other than those obtained and in full force and effect.
     3.5  BINDING OBLIGATION. This Amendment has been duly executed and
          ------------------
delivered by the Company and is the legal, valid and binding obligation the
Company enforceable against the Company in accordance with its terms, except as
the enforcement thereof may be subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether enforcement is sought in equity or at law).

     3.6  NO VIOLATION OR CONFLICT.  Neither the execution, delivery and
         ------------------------
performance of this Amendment by the Company nor the consummation of the
transactions contemplated hereby will (i) contravene any provision of any
Requirement of Law applicable to the Company or (ii) conflict with or result in
a breach by the Company of any Organizational Document.

     3.7  GOOD STANDING.  On the Fifth Amendment Effective Date, the Company is
          -------------
a duly organized and validity existing corporation in good standing in its state
of incorporation.

     3.8  NO AMENDMENTS TO BYLAWS. A true and complete copy of the bylaws of the
         -----------------------
Company has been delivered to Administrative Agent prior to or on the date of
This Amendment.

4.  CONDITIONS  TO  EFFECTIVENESS  OF  THE  AMENDMENT.  Subject  to  the  terms
    -------------------------------------------------
and conditions of this Section  4, this Amendment shall become effective upon
the date of the satisfaction of the conditions set forth below (the "Fifth
Amendment Effective  Date"):

     4.1  PROPER EXECUTION AND DELIVERY OF AMENDMENT. The Company,
          ------------------------------------------
Administrative Agent and the Majority Lenders shall have duly executed and
delivered to Administrative Agent this Amendment.

     4.2  REPRESENTATIONS AND WARRANTIES; DEFAULT OR EVENT OF DEFAULT; OFFICER'S
          ----------------------------------------------------------------------
   CERTIFICATE.  After giving effect to this Amendment, the representations and
   -----------
warranties set forth in the Credit Agreement, in the other Loan Documents and in
Section 3 of this Amendment shall be true and correct, except to the extent such
---------
representations and warranties are expressly made as of a specified date in
which event such representations and warranties shall be true and correct as of
such specified date, no Default or Event of Default shall have occurred or be
continuing and Administrative Agent shall have received a certificate executed
by a Responsible Officer on behalf of the Company, dated the Fifth Amendment
Effective Date stating that after giving effect to this Amendment, the
representations and warranties set forth in the Credit Agreement, in the other
Loan Documents and in Section 3 of this Amendment are true and correct as of the
                      ---------
date of such certificate, except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representations and warranties shall be true and correct as of such specified
date, no Default or Event of Default has occurred and is continuing, and that
the conditions of this Section 4 have been fully satisfied or waived (other than
                       ---------
those conditions which require the satisfaction of the Administrative Agent).

     4.3  APPROVALS. All necessary governmental (domestic and foreign) and third
          ---------
party approvals in connection with the execution and delivery of this Amendment
shall have been obtained and remain in effect, without any action being taken by
any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part thereof.  Additionally,
there shall not exist any judgment, order, injunction or other restraint issued
or filed or a hearing seeking injunctive relief or other restraint pending or
notified prohibiting or imposing materially adverse conditions upon all or any
part of the execution and delivery of this Amendment.

     4.4  FEES.  The Company shall have paid to Administrative Agent and the
          ----
Lenders all costs, fees and expenses (including, without limitation, the
Reasonable Legal fees and expenses of Winston & Strawn invoiced on or prior to
the Fifth Amendment Effective Date) payable to Administrative Agent and the
Lenders to the extent then due, including, without limitation, pursuant to
Section 6 of this Amendment.

     4.5  NO CONFLICT.  The execution of this Amendment and the consummation
         -----------
of the transactions contemplated thereby shall not violate or conflict with any
law, rule or regulation or any material agreement, contract or other obligation
binding upon or affecting the property of Company or any of its Subsidiaries or
business.

     4.6  CORPORATE PROCEEDINGS AND DELIVERIES.  All corporate and legal
          ------------------------------------
proceedings and all instruments and agreements in connection with the execution
and delivery of this Amendment shall be satisfactory in form and substance to
Administrative Agent and the Majority Lenders and Administrative Agent and all
Lenders shall have received all information and copies of all documents and
papers, including records of corporate proceedings, governmental approvals,
good standing certificates and bring-down telegrams or certificates, if any,
which Administrative Agent or any Lender reasonably may have requested in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate or Governmental Authorities.
   Each  Lender  hereby  agrees  that  by  its  execution  and delivery of its
signature  page  hereto,  such  Lender  approves  of and consents to each of the
matters  set forth in this Amendment which must be approved by, or which must be
satisfactory  to,  the  Administrative  Agent,  or  the Majority Lenders or such
Lender,  as  the  case  may  be;  provided that, in the case of any agreement or
                                  --------
document  which  must  be  approved  by,  or  which must be satisfactory to, the
Majority  Lenders,  Administrative Agent or Borrower shall have delivered a copy
of  such agreement or document to such Lender if so requested on or prior to the
Fifth  Amendment  Effective  Date.

5.  REFERENCES  TO  AND  EFFECT  ON  THE  CREDIT  AGREEMENT.
    -------------------------------------------------------
     On  and  after  the  date  hereof each reference in the Credit Agreement to
"this  Agreement," "hereunder," "hereof," "herein," or words of like import, and
each  reference  to the Agreement, as the case may be, in the Loan Documents and
all other documents (the "Ancillary Documents") delivered in connection with the
Credit  Agreement  shall  mean  and  be  a  reference to the Credit Agreement as
amended  hereby.
     Except  as  specifically  amended above, the Credit Agreement and the other
Loan Documents  shall  remain  in  full force and effect and are hereby ratified
and confirmed.
     The execution, delivery and effectiveness of this Amendment shall
not, except as expressly  provided herein, operate as a waiver of any right,
power or remedy of the Lenders or Administrative Agent under the Credit
Agreement or the other Loan Documents.
6.   FEES, COSTS AND EXPENSES.  On or before the Fifth Amendment Effective Date,
     ------------------------
(a)  the  Company  agrees  to pay a fee to the Administrative Agent on behalf of
each  Lender  (other than any Lender who has waived such fee) which has executed
and  delivered  this Amendment on or prior to 12:00 noon, E.S.T. on May 25, 2001
equal  to  20 bps times the sum of the aggregate Commitment of such Lender as in
effect under the Credit Agreement on the Fifth Amendment Effective Date; (b) the
Company agrees to pay to the Administrative Agent for the Administrative Agent's
own  account those fees specified in that certain Fee Letter dated as of May 11,
2001  among the Company and the Administrative Agent;  and (c)  the Company also
agrees  to  pay  all  reasonable  costs  and  expenses  in  connection  with the
negotiation, preparation, printing, typing, reproduction, execution and delivery
of this Amendment and all other  documents  furnished pursuant hereto or in
connection herewith, including without  limitation, the reasonable fees and
out-of-pocket expenses of Winston & Strawn,  special  counsel to Administrative
Agent, or the reasonable allocated costs  of  staff  counsel  as  well  as  the
fees and out-of-pocket expenses of counsel,  independent  public accountants and
other outside experts retained by Administrative  Agent  in  connection with the
administration of this Amendment.
7.  REAFFIRMATION OF GUARANTIES. Each Subsidiary Guarantor as a guarantor of the
    -----------------------------
Obligations  under  the Subsidiary Guaranty and the other Loan Documents, hereby
reaffirms its continuing obligations and liabilities thereunder, and agrees that
such Subsidiary Guaranty and the other Loan Documents shall remain in full force
and  effect  and  cover and extend to all Obligations under the Credit Agreement
(as  amended  hereby).
8.  EXECUTION IN COUNTERPARTS.  This Amendment may be executed in counterparts,
    -------------------------
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.  Delivery  of  an  executed  counterpart of a signature page to this
Amendment by facsimile  transmission  shall  be  effective as delivery of a
manually executed counterpart  of  this  Amendment.

9.  GOVERNING  LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
    --------------
ACCORDANCE WITH  THE  INTERNAL  LAWS  OF  THE  STATE  OF  NEW  YORK.

                        [signature pages follow]

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly  executed  and delivered by their proper and duly authorized officers as of
the  day  and  year  first  above  written.
     By:  /s/  Gregory  M.  Bolingbroke
               ------------------------
               Gregory  M.  Bolingbroke
Title:         Vice  President,  Treasurer  and  Controller
               --------------------------------------------
     MacDERMID  TOWER,  INC.
MacDERMID  TARTAN,  INC.
MacDERMID  ACUMEN,  INC.
MacDERMID  EQUIPMENT,  INC.
MacDERMID  SOUTH  ATLANTIC,  INC.
MacDERMID  OVERSEAS  ASIA,
 LIMITED
MacDERMID  EUROPE,  INC.
MacDERMID  DELAWARE,  INC.
MacDERMID  INVESTMENTS
 CORPORATION
ELNIC,  INC.
MacDERMID  SOUTH  AMERICA,  INC.
 SPECIALTY  POLYMERS,  INC.
ECHO  INVESTMENTS,  INC.
MCD  ACQUISITION  CORP.
W.  CANNING,  INC.
W.  CANNING  USA,  LLC
     CANNING  GUM,  LLC
     By:  /s/  Mary  Anne  Tillona
               -------------------
               Mary  Anne  Tillona
Title:         Secretary
               ---------

BANK  OF  AMERICA,  N.A.,  f/k/a  BANKOF  AMERICA  NATIONAL  TRUST  AND  SAVINGS
ASSOCIATION,  successor  by
merger  to  BANK  OF  AMERICA,  N.A.,
f/k/a  NATIONSBANK,  N.A.,
as  Administrative  Agent
     By:  /s/  Donald  J.  Chin
               ----------------
               Donald  J.  Chin
Title:         Managing  Director
               ------------------

BANK  OF  AMERICA,  N.A.,  f/k/a  BANK
OF  AMERICA  NATIONAL  TRUST  AND
SAVINGS  ASSOCIATION,  successor  by
merger  to  BANK  OF  AMERICA,  N.A.,
f/k/a  NATIONSBANK,  N.A.,
Individually  as  a  Lender,  the  Swing  Line
Lender  and  as  the  Issuing  Bank
     By:  /s/  Donald  J.  Chin
               ----------------
               Donald  J.  Chin
Title:         Managing  Director
               ------------------

FLEET  BANK,  N.A.,  as  Syndication  Agent  and  as  a  Lender
     By:  /s/  Deanne  M.  Horn
               ----------------
               Deanne  M.  Horn
Title:         Director
               --------

THE  BANK  OF  NEW  YORK,  as  Co-Agent  and  as  a  Lender
     By:_________________________________
Title:_______________________________


FIRST  UNION  NATIONAL  BANK,  as  Co-Agent  and  as  a  Lender
     By:_________________________________
Title:_______________________________

LLOYDS  TSB  BANK  PLC  as  Co-Agent  and  as  a  Lender
     By:_________________________________
Title:_______________________________

LLOYDS  TSB  BANK  PLC  as  Co-Agent  and  as  a  Lender

     By:_________________________________
Title:_______________________________


THE  CHASE  MANHATTAN  BANK

     By:_________________________________
Title:_______________________________



COMERICA  BANK

     By:  /s/  Jeffrey  E.  Peck
               -----------------
               Jeffrey  E.  Peck
Title:         Vice  President
               ---------------


BANK ONE, N.A. (f/k/a/ THE FIRST NATIONAL                                   BANK
OF  CHICAGO)

     By:_________________________________
Title:_______________________________

     ABN  AMRO  BANK  N.V.

     By:  /s/  George  Dugan
               -------------
               George  Dugan
Title:         Group  Vice  President
               ----------------------



ABN  AMRO  BANK  N.V.

     By:_________________________________
Title:_______________________________



BANK  OF  MONTREAL

     By:  /s/  Michael  P.  Joyce
               ------------------
               Michael  P.  Joyce
Title:         Managing  Director
               ------------------


BANK  OF  TOYKO-MITSUBISHI  TRUST  COMPANY

     By:_________________________________
Title:_______________________________



DG  BANK  DEUTSCHE  GENOSSENSCHAFTSBANK  AG,  CAYMAN  ISLAND  BRANCH

     By:  /s/  Richard  W.  Wilbert
               --------------------
               Richard  W.  Wilbert
Title:         Vice  President
               ---------------



DG  BANK  DEUTSCHE  GENOSSENSCHAFTSBANK  AG,  CAYMAN  ISLAND  BRANCH

     By:  /s/  Stephen  A.  Santora
               --------------------
               Stephen  A.  Santora
Title:         Vice  President
               ---------------



THE  ROYAL  BANK  OF  SCOTLAND  plc

     By:  /s/  Scott  Barton
               -------------
               Scott  Barton
Title:         Sr.  Vice  President
               --------------------


UNICREDITO  ITALIANO  S.p.A.,  New  York
Branch

     By:  /s/  Nicola  Longodente
               ------------------
               Nicola  Longodente
Title:         First  Vice  President
               ----------------------



UNICREDITO  ITALIANO  S.p.A.,  New York                                   Branch

     By:  /s/  Gianfranco  Bisagni
               -------------------
               Gianfranco  Bisagni
Title:         First  Vice  President
               ----------------------



HSBC  BANK  USA

     By:  /s/  Johan  Sorensson
               ----------------
               Johan  Sorensson
Title:         Vice  President
               ---------------


FORTIS  (USA)  FINANCE  LLC

     By:_________________________________
     Title:_______________________________

WACHOVIA  BANK,  N.A.
     By:  /s/  Gary  Hughes
               ------------
               Gary  Hughes
Title:         Senior  Vice  President
               -----------------------