EXHIBIT 4.1.a
                                CREDIT AGREEMENT
                                FOURTH AMENDMENT
     This  Fourth  Amendment  (this  "Amendment")  to  the  Credit Agreement (as
                                      ---------
defined  below)  is entered into as of December 19, 2000 by and among MacDERMID,
INCORPORATED,  a  Connecticut corporation (the "Company"), the several financial
                                                -------
institutions  party  hereto  (collectively,  the  "Lenders";  individually,  a
                                                   -------
"Lender"),  and 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.,  as  letter  of  credit issuing bank, swing line lender  and
administrative  agent  for  the  Lenders  (the  "Administrative  Agent"). 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 and the Third Amendment and Waiver dated
as  of  June  2,  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
including increasing  the  Revolving  Loan  Commitment;  and

     WHEREAS,  each  of the Lenders listed on Exhibit A hereto wishes to
                                              ---------
increase its Revolving  Loan  Commitment  on  the  terms  and  conditions
specified  herein;

     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
Fourth 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
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by  adding  the  following  definitions  in  the  proper  alphabetical location:

     "Accounts  Receivable"  means  presently  existing and hereafter arising or
      --------------------
acquired  accounts  receivable, notes, drafts, acceptances, general intangibles,
choses  in action and other forms of obligations and receivables relating in any
way  to  inventory  or  arising  from  the sale of inventory or the rendering of
services  or  howsoever otherwise arising, including the right to payment of any
interest  or  finance charges with respect thereto and all proceeds of insurance
with  respect  thereto,  together  with all of the Company's or its Subsidiaries
rights  as  an  unpaid  vendor,  all  pledged assets, guaranty claims, liens and
security  interests  held  by  or  granted to the Company or its Subsidiaries to
secure  payment  of  any  Accounts  Receivable  and  all  books, customer lists,
ledgers,  records  and files (whether written or stored electronically) relating
to  any  of  the  foregoing.

     "Adjusted  Consolidated  Total  Debt"  means  Consolidated  Total  Debt
      -----------------------------------
plus Receivables  Facility  Attributed  Debt.

     "Dynacircuits"  means  Dynacircuits  LLC, an Illinois limited liability
      ------------
 company.
     "Eurocir" means, collectively, Eurocir, S.A., a company organized under the
      -------
laws of  Spain  and certain  of  its affiliates and Easy Hole Invest S.A., a
company organized under the  laws  of  Luxembourg  and certain  of  its
affiliates.

     "Eurocir Purchase Documents" means that certain Purchase and Sale Agreement
      --------------------------
dated  as  of  September  21,  2000  among  the Company, MacDermid Espanola, SA,
Antonioa  Rodriguez  on  behalf  of  INCIFSA,  S.A.  and  other  individuals and
Financiere  Naturam  SA  and that certain Shareholders Agreement related thereto
and  any  other  documents  delivered  in  connection  therewith.

     "Fourth  Amendment"  means that certain Fourth Amendment to this Agreement
      -----------------
 dated as  of  December  19,  2000.

     "Fourth  Amendment  Effective Date" has the meaning assigned to that term
      ---------------------------------
 in the Fourth  Amendment.

     "Issuer"  has  the  meaning assigned to that term in the definition of
      ------
 Permitted Accounts  Receivable  Securitization.
 -

     "Participating  Subsidiary"  means  any  Subsidiary  that  is a participant
      -------------------------
 in a Permitted  Accounts  Receivable  Securitization.


     "Permitted  Accounts  Receivable Securitization" means any receivables
      ----------------------------------------------
 financing program providing for the sale of Receivables Facility Assets by
Company and the Participating  Subsidiaries  to  the  Receivables  Subsidiary
in  transactions purporting  to  be  sales  (and  treated  as  sales  for
GAAP purposes),  which Receivables  Subsidiary  shall finance the purchase of
such Receivables Facility Assets  by  the  sale,  transfer, conveyance, lien
or pledge of such Receivables Facility  Assets  to  one  or  more limited
purpose financing companies, special purpose  entities  and/or  other
financial  institutions  (in such capacity, an "Issuer"),  in  each case,
                                               -------
on a limited recourse basis as to the Company and the Participating
Subsidiaries;  provided  that  any  such  transaction shall be on
commercially  reasonable terms and consummated pursuant to documentation
in form and  substance reasonably satisfactory to the Administrative Agent,
as evidenced by  its  written  approval  thereof.

     "Pledged  Receivables  Subsidiary  Notes"  means  the  subordinated notes
      ---------------------------------------
 of the Receivables  Subsidiary  if  any,  issued  to  the  Company or any
Participating Subsidiary  in  connection  with a Permitted Accounts Receivable
Securitization, which  subordinated  notes  are  pledged  pursuant to the
Receivables Subsidiary Pledge  Agreement.

     "Pledged  Receivables  Subsidiary  Stock"  means  all the issued and
      ---------------------------------------
outstanding shares  of capital stock of the Receivables Subsidiary, which
shares are pledged pursuant  to  the  Receivables  Subsidiary  Pledge
Agreement.

     "Receivables  Documents"  means  all  documentation  relating  to
      ----------------------
any Permitted Accounts  Receivable  Securitization.

     "Receivables  Facility  Assets"  means  all  Accounts  Receivable
      -----------------------------
(whether  now existing  or  arising  in  the future) of the Company or any
of its Subsidiaries which  are  transferred  to  the  Receivables Subsidiary
pursuant to a Permitted Accounts  Receivable  Securitization,  and any assets
related thereto, including without  limitation (i) all collateral given by the
respective account debtor or on  its  behalf  (but  not  by Company or any of
its Subsidiaries) securing such Accounts  Receivable,  (ii) all contracts and
all guarantees (but not by Company or  any  of  its  Subsidiaries)  or  other
obligations directly related to such Accounts Receivable, (iii) other related
assets including those set forth in the Receivables  Documents,  and  (iv)
proceeds  of  all  of  the  foregoing.

     "Receivables  Facility  Attributed  Debt"  at  any  time means the
      ---------------------------------------
aggregate net outstanding  amount theretofore  paid  by  an Issuer to the
Receivables Subsidiary in respect of the Receivables  Facilities  Assets
sold  or  transferred  by  it in connection with a Permitted Accounts
Receivable Securitization  (it  being  the intent of  the  parties  that
the  amount  of  Receivables Facility Attributed Indebtedness  at  any  time
outstanding approximate  as  closely  as possible the principal amount of
Indebtedness which would  be  outstanding  at such  time  under  the
Permitted Accounts Receivable Securitization if the same were  structured
as  a  secured lending  agreement  rather  than  a purchase agreement);
provided, however, that
--------  -------
Debt  consisting  of  factoring programs  of  Foreign  Subsidiaries  which
Are not part of a Permitted Accounts Receivables  Securitization shall  not
be  included in  the  calculation of amounts under this definition.

     "Receivables  Subsidiary"  means  a  special  purpose,  bankruptcy  remote
      -----------------------
Wholly-Owned  Consolidated Subsidiary of the Company which may be formed for the
sole  and  exclusive  purpose  of  engaging in activities in connection with the
purchase,  sale  and  financing  of  Accounts  Receivable in connection with and
pursuant  to  a  Permitted  Accounts  Receivable  Securitization.

     "Receivables Subsidiary Pledge Agreement" means the pledge or security
      ---------------------------------------
agreement
in form and substance satisfactory to the Administrative Agent pursuant to which
the  Company  or  a  Participating  Subsidiary  pledges  the Pledged Receivables
Subsidiary  Stock and the Pledged Receivables Subsidiary Notes to Administrative
Agent  for  the  benefit  of  the  Lenders  to  secure  the Obligations, as such
agreement  may  at  any time be amended or modified in accordance with the terms
thereof  and  in  effect.

     "Tangible  Assets"  means  the  total consolidated assets of the Company
      ----------------
and its Subsidiaries  less  goodwill  (as  determined  under  GAAP) as disclosed
in the Company's financial statements delivered pursuant to Section 7.01 for the
most                                                        ------------
recently  completed  fiscal  quarter  of  the  Company.

1.2     AMENDED  DEFINITIONS.
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"Aggregate  Revolving  Loan Commitment".  THE DEFINITION OF "AGGREGATE REVOLVING
 -------------------------------------
LOAN  COMMITMENT"  IN  SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING  THE  "AND"  AT  THE  END OF CLAUSE (i) THEREOF, BY ADDING THE LANGUAGE
                                      ----------
"PRIOR  TO  THE  FOURTH  AMENDMENT EFFECTIVE DATE AND" IMMEDIATELY FOLLOWING THE
LANGUAGE  "AT  ALL  TIMES" IN CLAUSE (ii) THEREOF AND BY ADDING THE WORD "; AND"
                              -----------
AND  THE  FOLLOWING  NEW  CLAUSE  (iii)  IMMEDIATELY  AT  THE  END  THEREOF:
                          -------------
               "(iii)  at  all  times after the Fourth Amendment Effective Date,
the  aggregate  Revolving  Loan  Commitments of the Lenders equal to Two Hundred
Fifteen  Million  Dollars  ($215,000,000),  as  such amount is further increased
pursuant  to  Section  2.01(c)(ii)  or  decreased  pursuant  to  Section  2.05."
              --------------------                               -------------

1.3     SECTION  2.01(C)(II)  THE  REVOLVING  CREDIT. Section 2.01(c)(ii) of the
---     --------------------------------------------  -------------------
Credit  Agreement  is  hereby  amended

by  (i)  deleting  the  date "June 2, 2000" in the first sentence thereof and by
replacing  it  with the date "December 19, 2000"; and (ii) by deleting the first
parenthetical  thereof  and by replacing it with the following new parenthetical
"(after giving effect to which the Aggregate Revolving Loan Commitment shall not
exceed  an  amount equal to $265,000,000 less the aggregate amount of reductions
to  the  Aggregate Revolving Loan Commitment effected on or prior to the date of
such  increase)".

1.4     SECTION  2.07(B)  MANDATORY  PREPAYMENTS.  Section 2.07(b) of the Credit
---     ----------------------------------------   ---------------
Agreement  is  hereby  amended  by  adding  the following new language "plus the
principal  amount  of  any  Receivables  Facility  Attributed Debt, if any, then
existing"  immediately  following  the  phrase  "L/C  Obligations"  therein.

1.5     SECTION  2.07(F)  MANDATORY  PREPAYMENTS.  Section 2.07(f) of the Credit
---     ----------------------------------------   ---------------
Agreement  is  hereby amended by adding the following new language at the end of
the  first  parenthetical  thereof "including Asset Dispositions relating to the
Permitted  Accounts  Receivable  Securitization permitted thereby and other than
the net proceeds, if any, under $5 million of the Asset Disposition permitted by
the  first  proviso  to  Section  8.05(b)(iii)".
                         -------  ------------

1.6     SECTION  5.03(A)  NOTICE,  APPLICATION.  Section  5.03(a)  of the Credit
---     --------------------------------------   ----------------
Agreement  is hereby amended by adding the following new sentence immediately at
the  end  thereof:

     "The  Company hereby agrees to disclose on each Notice of Borrowing and L/C
Application  or  L/C Amendment Application the then outstanding principal amount
of  any  Receivables  Facility  Attributed  Debt."

1.7     SECTION  7.10  FURTHER ASSURANCES.  Section 7.10 of the Credit Agreement
---     ---------------------------------   ------------
is  hereby  amended  by  adding  the  following  new  clause  (c)  thereto:
                                                      -----------
               "(c)     Receivables  Financing  Security. No later than the time
                        --------------------------------
that  any Receivables Documents are entered into, and no later than the time any
capital  is  contributed or funds are advanced by the Company to the Receivables
Subsidiary,  the  Company  and  each  Participating Subsidiary shall execute and
deliver  to  the  Administrative  Agent  for  the  benefit  of  the Lenders, the
Receivables  Subsidiary  Pledge  Agreement,  accompanied  by  certificates
representing  the  Pledged  Receivables  Subsidiary  Stock  and  the  Pledged
Receivables  Subsidiary  Notes  and  related  undated stock and note powers duly
executed  in  blank."

1.8     SECTION  8.01  DEBT.  Section  8.01  of  the  Credit Agreement is hereby
---     -------------------   -------------
amended  in  the  following  manner:

BY  DELETING  CLAUSE  (c)  THEREOF  IN ITS ENTIRETY AND BY REPLACING IT WITH THE
              -----------
FOLLOWING  NEW  CLAUSE  (c);
                -----------

                    "(c)  Debt  (in  addition  to  the  allowances  in the other
clauses  of  this  Section  8.01)  in  an aggregate principal amount at any time
-------            -------------
outstanding  not to exceed 15% of Tangible Assets; provided however, that in the
                                                   -------- -------
event  that  the  Debt  incurred  in any single transaction permitted under this
clause  (c)  exceeds  5%  of  Tangible Assets, the terms of such Debt (including
-----------
financing  terms such as maturity and amortization) shall be satisfactory to the
Administrative  Agent;  provided, further, that the Company and its Subsidiaries
                        --------  -------
shall not be permitted to incur additional Debt under this clause (c) during the
                                                           ----------
existence  of  an  Event  of Default or if an Event of Default would occur after
giving  effect  to  the  incurrence  of  such  Debt;"

BY  REPLACING  "$100,000,000"  IN  CLAUSE  (g)  THEREOF WITH "$250,000,000"; AND
                                   -----------

BY  DELETING THE "AND" AT THE END OF CLAUSE (f) THEREOF AND BY REPLACING THE "."
                                     ----------
AT  THE  END  OF CLAUSE (g) THEREOF WITH "; AND" AND BY ADDING THE FOLLOWING NEW
                 ----------
CLAUSE  (h):
-----------
                    "(h)  (i)  Receivables  Facility  Attributed  Debt  and (ii)
intercompany  Debt  of  the  Receivables  Subsidiary owed to the Company and the
Participating  Subsidiaries  to the extent it constitutes a permitted Investment
pursuant  to  Section 8.03(i) and any Debt resulting from the extension, renewal
or  refinancing  of  the  foregoing."

1.9     SECTION  8.03  INVESTMENTS.  Section  8.03  of  the  Credit Agreement is
---     --------------------------   -------------
hereby  amended  in  the  following  manner:

BY  DELETING  CLAUSE  (f) IN ITS ENTIRETY AND BY ADDING THE FOLLOWING NEW CLAUSE
              -----------                                             ----------
(f):
---
                    "  (f)  an  Investment of up to $30 million in the aggregate
after giving effect to the Fourth Amendment to provide for the construction of a
new  plant  for  the  ViaTek program through an existing or newly created ViaTek
entity;"

BY  DELETING THE "AND" AT THE END OF CLAUSE (g) THEREOF AND BY REPLACING THE "."
                                     ----------
AT  THE  END  OF CLAUSE (h) THEREOF WITH "; AND" AND BY ADDING THE FOLLOWING NEW
                 ----------
CLAUSES  (i)  AND  (j):
----------------------
                    "(i) make Investments in the Receivables Subsidiary prior to
the  occurrence  and  continuance  of a Default or Event of Default which in the
judgment  of  the  Company  are  reasonably  necessary  in  connection  with any
Permitted  Accounts  Receivable Securitization, provided that no such Investment
would  cause  a  Default or Event of Default to occur by the making thereof; and

               (j)  so  long  as  no Default or Event of Default exists or would
occur  as  a  result  thereof,  make  an Investment in Eurocir, after the Fourth
Amendment  Effective  Date,  in an amount not to exceed $35 million constituting
the  purchase  of  at  least  60% of the voting equity in Eurocir by the Company
and/or  MacDermid  Espanola,  SA  and/or  a wholly-owned Subsidiary of MacDermid
Espanola,  SA; provided, however, in the event that the Company and/or MacDermid
               --------  -------
Espanola,  SA  and/or such wholly-owned Subsidiary of MacDermid Espanola, SA) is
required  to (or, pursuant to the call option in the Eurocir Purchase Documents,
chooses  to) purchase the remaining 40% of the equity in Eurocir pursuant to the
terms  of the Eurocir Purchase Documents, the Company and/or MacDermid Espanola,
SA and/or a wholly-owned Subsidiary of MacDermid Espanola, SA shall be permitted
to so purchase such equity for any amount not to exceed $60 million on the terms
set  forth  in  the  Eurocir  Purchase  Documents."

1.10     SECTION 8.04  NEGATIVE PLEDGE.  Section 8.04 of the Credit Agreement is
----     -----------------------------   ------------
hereby  amended  by  adding  an  "and"  at  the end of clause (b) thereof and by
                                                       ----------
deleting  clauses (c) through (e) thereof and by replacing such clauses with the
          -----------------------
following  new  clause  (c):
                -----------

               "(c)  Liens not in excess of 15% of Tangible Assets securing  (i)
factoring  programs  of  Foreign  Subsidiaries  in an aggregate amount up to $20
million  at  any  time outstanding; (ii) Debt permitted by Section 8.01(c);  and
                                                           ---------------
(iii)  Liens  on  Receivables Facility Assets transferred (x) to the Receivables
Subsidiary  or  (y)  by  the  Receivables  Subsidiary  to the purchasers of such
receivables  (and  the  filing  of financing statements in connection therewith)
created  by,  and  as  set  forth  in,  the  Receivables Documents pursuant to a
Permitted  Accounts  Receivable  Securitization  permitted  by  subsection
                                                                ----------
8.05(b)(ii)(y)."
--------------

1.11          SECTION  8.05  CONSOLIDATIONS,  MERGERS  AND  SALES  OF  ASSETS.
----          ---------------------------------------------------------------
Section  8.05 of the Credit Agreement is hereby amended in the following manner:
-------------

by  adding  the  language "or any related business" to subsection (b)(i) thereof
                                                       -----------------
immediately  following  the  language  "specialty  chemicals";

BY  DELETING  CLAUSE  (y)  IN  SUBSECTION (b)(ii) THEREOF IN ITS ENTIRETY AND BY
              -----------      ------------------
REPLACING  IT  WITH  THE  FOLLOWING  NEW  CLAUSE  (y:
                                          -----------
     "(y)15% of Tangible Assets with respect to Asset Dispositions consisting of
(a)  equipment in connection with a sale-leaseback transaction pursuant to which
the  Company  or a Subsidiary will be the lessee and (b) contributions and other
transfers  of Receivables Facility Assets by the Company and its Subsidiaries to
the  Receivables Subsidiary and the sales and other transfers by the Receivables
Subsidiary of Receivables Facility Assets to the Issuer, in each case under this
sub  clause (b) pursuant to the Receivables Documents under a Permitted Accounts
---  ------
Receivable  Securitization.";  and
(c) the following new language shall be added to the end of subsection (b) (iii)
                                                            --------------------
thereof:
                    ";  provided, however, the Company may transfer up to 40% of
                        --------  -------
its equity interest in Dynacircuits (either by contribution, sale, or otherwise)
to  Eurocir (or the minority equity holders of Eurocir) on terms satisfactory to
the  Administrative  Agent;  provided, further, that it is expressly agreed that
                             --------  -------
the  net proceeds of any such transaction, if any, under $5 million shall not be
subject  to  the  mandatory  prepayment  provisions  of  Section  2.07(f)."
                                                         ----------------

1.12     SECTION  9.03  MAXIMUM TOTAL DEBT TO CONSOLIDATED EBITDA.  Section 9.03
----     --------------------------------------------------------   ------------
of the Credit Agreement is hereby amended by deleting the language "Consolidated
Total  Debt"  in the introductory paragraph thereto and by replacing it with the
language  "Adjusted  Consolidated  Total  Debt".

1.13     INCORPORATION  OF  REPRESENTATIONS  AND  WARRANTIES.  Article VI of the
----     ---------------------------------------------------   ----------
Agreement  is  hereby  amended  by  adding  the  following  new  Section  6.26:
                                                                 -------------
     "6.26  Representations  and  Warranties  Incorporated  From  the  Fourth
            -----------------------------------------------------------------
Amendment.  Each  of  the representations and warranties given by Company to the
Administrative  Agent  and  the  Lenders  in  the  Fourth Amendment are true and
correct  in all material respects as of the date of the Fourth 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  AND  AGGREGATE  REVOLVING  LOAN  COMMITMENT  INCREASE.
--     ----------------------------------------------------------------------

(a)  The  Company,  the  Administrative  Agent  and  the Majority Lenders hereby
acknowledge  that  PTI  Productos  Technicos  Para  Impressaro LTDA, a Brazilian
corporation  and  a Wholly-Owned Consolidated Subsidiary is a Foreign Subsidiary
subject to the provisions of Section 7.11 of the Credit Agreement but which, due
                             ------------
to  the  relative  cost and difficulty related thereto, shall not be required to
deliver  the  documents  required  by  said  Section  7.11  at  this  time.
                                             -------------

(b)Each  of  the  Lenders listed on Exhibit A attached hereto agrees to increase
                                    ---------
its  existing  Revolving  Loan  Commitment  effective as of the Fourth Amendment
Effective  Date by the amount set forth opposite such Lender's name on Exhibit A
                                                                       ---------
and to make its pro-rata portion of the Revolving Loans requested by the Company
on  the  Fourth  Amendment Effective Date after giving effect to the increase in
such Lender's Revolving Loan Commitment.  Wachovia Bank, N.A. is currently not a
Lender  under  the  Credit Agreement but desires to participate in the Revolving
Loan  Commitment as a Lender effective as of the Fourth Amendment Effective Date
and  agrees  to  make its pro-rata portion of the Revolving Loans outstanding on
the  Fourth  Amendment  Effective  Date  and to make its pro rata portion of the
Revolving Loans requested by the Company on the Fourth Amendment Effective date.
The  existing Schedule 2.01 to the Credit Agreement is hereby amended to reflect
              -------------
the  increases  in  the  Revolving  Loan  Commitments of certain Lenders and the
addition  of  Wachovia  Bank, N.A. as a new Lender by replacing such schedule in
its  entirety  with  the  Schedule  2.01  attached  hereto  as  Exhibit  B.
                          --------------                        ----------

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 Fourth 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 Fourth 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 "Fourth
Amendment  Effective  Date"):

4.1     PROPER  EXECUTION AND DELIVERY OF AMENDMENT. The Company, Administrative
---     -------------------------------------------
Agent, the Majority Lenders and Wachovia Bank, N.A. 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 Fourth 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  Fourth  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
Fourth  Amendment  Effective  Date.

     The Company hereby agrees to deliver to the Administrative Agent, on behalf
of  the  Lenders  (i) a Joinder to the Subsidiary Guaranty and Subsidiary Pledge
Agreement  executed  by  Dynacircuits  and  a  Control Agreement relating to the
equity  interests  in  Dynacircuits;  and (ii) the original stock certificate of
MacDermid  Espanola,  S.A.,  a  Spanish  corporation, together with the required
notarization  from  a  duly authorized notary in Spain to complete the pledge of
such  shares  to  the  Administrative  Agent  for  the  benefit  of the Lenders.

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 Fourth 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 5:00 p.m. E.S.T. on
December  19, 2000 equal to 7.5 bps times the sum of the aggregate Commitment of
such  Lender  as  in  effect  under the Credit Agreement on the Fourth Amendment
Effective  Date;  (b)  the  Company  agrees  to  pay  an  up  front  fee  to the
Administrative Agent on behalf of each Lender (including Bank of America) listed
on  Exhibit  A hereto equal to the fee scheduled on Exhibit A for such Lender on
    ----------                                      ---------
the  Effective  Date;  (c) 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  December  19,  2000  among  the  Company  and  the
Administrative  Agent;  and  (d)  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.
     MacDERMID,  INCORPORATED
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
          -----------------------