UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-K

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934
   For  the  fiscal  year  ended  December 31,  2004
                                  ------------------
                                       OR
[ ]   TRANSITION  REPORT  PERSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
   For  the  transition  period  from  _____________  to  _____________

                         Commission file number  1-13889
                                                 -------

                             MacDermid, Incorporated
                             -----------------------
             (Exact name of registrant as specified in its charter)

             Connecticut                                 06-0435750
             -----------                               ------------
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                    Identification No.)


               1401 Blake Street, Denver, Colorado          80202
               -----------------------------------          -----
          (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code  (720) 479-3060
                                                          ---------------

Securities  registered  pursuant  to  section  12(b)  of  the  Act:

     Title  of  each  class:        Name  of  each exchange on which registered:
     -----------------------        --------------------------------------------

     Common  Stock  without  Par  Value               New  York  Stock  Exchange
     9.125%  Senior  Subordinated  Notes  due  2011   New  York  Stock  Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by section 13 or 15(d) of the Securities and Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.
                              Yes   X  No
                                  ---     ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.
                              Yes   X  No
                                  ---     ---

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).
                              Yes   X  No
                                  ---     ---

The  aggregate market value of voting common stock held by non-affiliates of the
registrant  at  the close of business on June 30, 2004, was $1,025,578,059 based
upon the last sales price reported for such date on the New York Stock Exchange.
The number of shares of the Registrant's Common Stock outstanding as of March 1,
2005,  was  30,313,697  shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions  of  the  Corporation's  2004  Annual  Report  to  Shareholders  are
incorporated herein by reference into Parts I and II hereof and filed as Exhibit
13 to this Report.  The definitive proxy statement to be filed and mailed to the
Corporation's  stockholders  on  or  before  30  days prior to the Corporation's
annual  meeting  scheduled for May 12, 2005, is incorporated herein be reference
into  Part  III  hereof.


<TABLE>
<CAPTION>

MACDERMID,  INCORPORATED
INDEX


<S>          <C>

PART  I
Item  1:     Business
Item  2:     Properties
Item  3:     Legal  Proceedings
Item  4:     Submission  of  Matters  to  a  Vote  of  Security  Holders

PART  II
Item  5:     Market  for  Registrant's  Common  Equity,  Related  Stockholder
             Matters and  Issuer  Purchases  of  Equity  Securities
Item  6:     Selected  Financial  Data
Item  7:     Management's  Discussion  and  Analysis  of Financial Condition and
             Results  of Operation
Item  7A:    Quantitative  and  Qualitative  Disclosures  about  Market  Risk
Item  8:     Financial  Statements  and  Supplementary  Data
Item  9:     Changes  in  and  Disagreements  with Accountants on Accounting and
             Financial Disclosure
Item  9A:    Controls  and  Procedures
Item  9B:    Other  Information

PART  III
Item  10:    Directors  and  Executive  Officers  of  the  Registrant
Item  11:    Executive  Compensation
Item  12:    Security  Ownership  of  Certain  Beneficial Owners and Management
Item  13:    Certain  Relationships  and  Related  Transactions
Item  14:    Principal  Accountant  Fees  and  Services

PART  IV
Item  15:    Exhibits,  Financial  Statement  Schedules

Signatures

<FN>

</TABLE>


                                     PART I

Unless otherwise noted in this report, any description of us includes MacDermid,
Inc.  (MacDermid)  as  a  consolidated  entity,  the  Advanced Surface Finishing
segment  (ASF),  the  Printing  Solutions segment (MPS), and our other corporate
entities.

Item  1.  Description  of  Business

Item  1(a)  General  Development  of  Business

Established  in  Waterbury, Connecticut in 1922, MacDermid researches, develops,
acquires, manufactures, markets and services specialty chemicals and systems for
the  metal  and  plastic  finishing,  electronics, graphic arts and offshore oil
industries.  Our  products,  which are used worldwide, are supplied to the metal
and  plastic finishing markets for automotive and other industrial applications,
markets within the electronics industry to create electrical patterns on circuit
boards,  the  offshore oil and gas markets as lubricants and cleaning agents for
oil  drilling and exploration and also to the commercial printing, newspaper and
packaging  industries  for  image transfer using offset or flexographic printing
applications,  photopolymer  plates  and  digital  printers.

Our  common  shares  have traded on the New York Stock Exchange under the symbol
MRD since 1998.  Prior to that, and since 1966, our common shares were traded on
the  NASDAQ  stock  exchange.

Significant  developments
In  December  2003,  we  sold  our interest in Eurocir S.A. back to the minority
shareholders  for $5 million cash and other consideration.  During the period we
held  Eurocir  S.A.  we  included  its  operations  in  a  separate  Electronics
Manufacturing segment.  The sale of Eurocir S.A. substantially terminated all of
our  operations in electronic manufacturing business.  As such, those operations
have  been reclassified as discontinued operations in our consolidated statement
of  earnings.

Item  1(b).  Financial  Information  About  Segments
MacDermid  has  two  distinct  segments, Advanced Surface Finishing and Printing
Solutions.  See  the  Notes to Consolidated Financial Statements within our 2004
Annual  Report to Shareholders, which is incorporated by reference as Exhibit 13
to this Form 10-K, for further description of the segments and related financial
information.

Item  1(c)  Narrative  Description  of  Business
Some  of  the  following  statements  may  describe  our  expectations of future
products  and business plans, financial results, performance and events.  Actual
results may differ materially from these forward-looking statements.  Please see
Item  7,Management's  Discussion and Analysis - Cautionary Statement Pursuant to
Safe  Harbor Provisions of the Private Securities Litigation Reform Act of 1995,
for  factors  that  may  negatively  impact  our  performance.  The  following
statements  are  expressly  made  subject  to  those  and  other  risk  factors.

MacDermid  develops,  produces  and  markets  a broad line of specialty chemical
products  that  are used worldwide.  We employ over 2,300 people in more than 15
different  countries.  Approximately 60% of our sales and net assets are outside
the  United  States.

Our  Products

We  have  the  following  two  classes  of  principal  products:
(a)  chemical  compounds,  printing  plates and blankets produced by us, most of
which  are  the  result  of  our  own and acquired research and development and,
therefore,  are  referred  to  as  proprietary  products;  and
(b)  resale  non-proprietary  chemicals  and  supplies.

We  provide  our  products  to our customers via two business segments: Advanced
Surface  Finishing  and  Printing  Solutions.  The  Advanced  Surface  Finishing
segment  produces  and  sells  proprietary chemical compounds that are primarily
used  for  automotive,  other industrial, electronics and offshore applications.
In  automotive  and  other  industrial  applications,  our products are used for
cleaning,  activating,  polishing,  mechanical  plating, mechanical galvanizing,
electro-plating,  phosphatizing,  stripping  and  coating,  filtering,
anti-tarnishing  and  rust  retarding  for  metal  and  plastic  surfaces.  In
electronics  applications,  our  products  are  used  to  etch copper and create
electrical patterns on circuit boards.  In offshore oil and gas exploration, our
chemicals  and  fluids are used in hydraulic systems as lubricants and corrosion
inhibitors to assist in drilling and production operations.  Chemicals, supplies
and  equipment  manufactured  by  others  and  resold  by  us  consist  of basic
chemicals,  automatic  plating  conveyors,  barrel plating and pollution control
equipment,  rectifiers,  pumps  and filters.  We also offer a line of horizontal
processing  equipment primarily for the production of printed circuit boards and
chemical machining applications used in conjunction with certain of our chemical
products.

The  Printing  Solutions  segment  offers  a  complete  line  of offset printing
blankets  and  photo-polymer  plates  that  are  used by commercial printing and
packaging  industries.  These  products  allow  for  both  image  transfer  in
flexographic applications and in offset printing applications.  Our products are
used to improve print quality and productivity for commercial printing.  We also
manufacture  and  market a complete line of digital printers with color graphics
and  other  features.

Manufacturing
We  use  in excess of 1,100 chemicals as raw materials in the manufacture of our
proprietary  products.  With  few exceptions, several domestic sources of supply
are  available for all such raw materials and for resale chemicals, supplies and
equipment.  During  fiscal  year 2004, there were no significant difficulties in
obtaining  raw  materials  essential  to  our  business.

We  own  and operate manufacturing facilities in the United States, Spain, Great
Britain,  Italy,  France, Taiwan, China, Australia and New Zealand.  We also own
and  operate  six  manufacturing facilities and maintain chemical inventories at
more  than  10  leased  or  rented distribution points within the United States.

It is necessary to maintain finished goods inventory at locations throughout the
United  States  and  in the foreign countries in which we operate so that it may
meet  the  rapid  delivery  requirements of our customers.  This impacts working
capital  requirements  by  requiring a considerable investment in inventories to
meet this demand.  Since products are taken from inventory stock to ship against
current  orders,  there  is  no  backlog  of orders for our proprietary chemical
products.  Customer  payment  terms,  which  vary  by  country, are generally in
accord  with  local  industry  practice.

Sales,  Marketing  and  Distribution
The  following  table  sets forth the classes of our products and the respective
percentage  of  total consolidated revenue for fiscal year 2004 and the previous
two  fiscal  periods:




<TABLE>
<CAPTION>

<S>                    <C>
CLASS OF PRODUCTS      FISCAL YEAR 2004   FISCAL YEAR 2003   FISCAL YEAR  2002
Proprietary chemicals  619,135,000  94%   581,744,000  94%   574,860,000   94%
Resale chemicals
and supplies            26,374,000   4%    19,523,000   3%    16,920,000    3%
Equipment and other     15,276,000   2%    18,619,000   3%    19,710,000    3%
<FN>


</TABLE>


Proprietary  sales  are  generated from manufactured chemical compounds produced
from our own research and development laboratories and manufacturing facilities.
In  many  cases,  these  products  are  protected  with  patents  or trademarks.
Proprietary products have higher gross margins than non-proprietary products and
are  viewed  by  management  as  more  critical  to  our  overall  performance.

Methods  for  selling  and  marketing  our proprietary products vary slightly by
geographic  region.  In total, we generate business through the efforts of sales
and  service  personnel  and  regional  distributors  and  manufacturing
representatives.

In  the  Americas,  we  market our entire line of proprietary products by way of
more  than  275  sales  and  service  personnel.  In certain areas of the United
States,  distributors  and  manufacturing  representatives also sell and service
many  of  our  products.  We  market  certain of our products through
wholly-owned subsidiaries in Canada, Mexico  and  Brazil.

Our  European business is generated through distributors and by way of more than
350  sales  and  service  representatives  who  are employed by our subsidiaries
located  in  France, Germany, Great Britain, Italy, Holland, Spain, Belgium, and
Scandinavia.  In  this  region,  we  market our proprietary products principally
through  wholly-owned  subsidiaries.

Our Asia-Pacific business is generated by way of more than 300 sales and service
representatives  who  are employed by those local subsidiaries.  In this region,
we  market  our proprietary products through either wholly owned subsidiaries or
branch  in Australia, China/Hong Kong, Japan, Korea, New Zealand, Singapore, and
Taiwan.

In  addition  to  the countries where we have wholly-owned subsidiaries, some of
our  proprietary chemicals are sold in other countries throughout South America,
Europe  and Asia through distributors.  Resale items are marketed in conjunction
with  and  as  an  aid  to  the  sale  of  proprietary  chemicals.

Revenue  from product sales, including freight charged to customers, is recorded
upon  shipment  to the customer if the collection of the resulting receivable is
probable.  Our  stated  shipping terms are customarily FOB shipping point and do
not  include  customer  inspection  or  acceptance  provisions.  Equipment sales
arrangements  may  include right of inspection or acceptance provisions in which
case  revenue  is  deferred  until  these provisions have been satisfied.  Where
circumstances  arise  where  title  has not passed, or revenue is not earned, we
defer  revenue  recognition  in  accordance  with  criteria  set  forth in Staff
Accounting  Bulletin  No.  101,  Revenue  Recognition  in  Financial Statements.

No  material portion of our business is seasonal.  Likewise, no major portion of
our business is dependent upon a single customer or a few customers, the loss of
whom  would  have  a  materially  adverse  effect  on  our  business.

Research  and  Development
Research in connection with proprietary products is performed principally in the
United  States, Great Britain, Spain, France, and Japan.  We spent approximately
$21,916,000  during  fiscal  year 2004, $19,955,000 during fiscal year 2003, and
$19,202,000  during  fiscal  year  2002  on research and development activities.
Substantially all research and development activities were performed internally.

Intellectual  Property
We  own  approximately  190  non-expired  U.S.  Patents, for which corresponding
patents  have  been  obtained or are pending in most industrialized nations.  In
addition,  we own approximately 445 non-expired foreign patents.  The patents we
own  are  important  to our business and have varying remaining lives.  Although
certain  of  these  patents  are increasingly more important to our business, we
believe  that  our  ability  to  provide  technical  and testing services to its
customers  and  to  meet  the  rapid  delivery  requirements of our customers is
equally, if not, more important.  In addition, we have many proprietary products
which  are  not  covered  by  patents and which make a large contribution to our
total  sales.  Further,  we own a number of domestic and foreign trade names and
trademarks  which  we  consider  to be of value in identifying MacDermid and our
products.  We  do  not  hold  nor have we granted any franchises or concessions.

Government  and  Environmental  Regulation
We  are  subject  to numerous federal, state, and local laws in the countries in
which  we  operate,  including tax, environmental and other laws that govern the
way  we conduct our business.  However, no portion of our business is subject to
re-negotiation  of  profits  or  termination of contracts or subcontracts at the
election  of  the  governments  in  the  countries  in  which  we  operate.

In  response  to  increased  government  attention  to  environmental  matters
worldwide,  we  continue  to develop proprietary products designed to reduce the
discharge  of  pollutant materials into the environment and eliminate the use of
certain  targeted  raw  materials  while  enhancing  the  efficiency of customer
chemical  processes.

Competitive  Environment
We  provide  a  broad  line  of  proprietary  chemical  compounds and supporting
services.  We  have  many  competitors, estimated to be in excess of 100 in some
proprietary  product  areas.  Some  large  competitors operate globally, as does
MacDermid,  but  most  operate  locally  or  regionally.  To  the  best  of  our
knowledge,  no single competitor competes with all our proprietary products.  We
maintain  extensive  support,  technical and testing services for our customers,
and  are continuously developing new products.  Aforementioned efforts to comply
with  Federal,  State  and  Local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, are expected to have
a  positive  effect  upon  our  competitive  position in the future.  Management
believes  that  MacDermid's combined abilities to manufacture, sell, service and
develop  new  products and applications, enables it to compete successfully both
locally  and  worldwide.

People
As  of December 31, 2004, MacDermid had 2,362 full time employees as compared to
2,403  full  time  employees  as  of  December  31,  2003.

Item  1(d)  FOREIGN  AND  DOMESTIC  OPERATIONS
See  our  Annual  Report to Shareholders, incorporated by reference to this Form
10-K  and attached as Exhibit 13, for discussion of our sales, long-lived assets
and  other geographical information as it relates to our country of domicile and
our  foreign  operations.

Item  1(e)  AVAILABLE  INFORMATION
Our  internet website is http://www.macdermid.com.  Through this website we make
available,  free  of  charge,  our  Annual  Reports to Shareholders.  Our annual
reports  on  10-K quarterly reports on Form 10-Q current reports on Form 8-K and
amendments  to  those  reports  are not provided on this website; however, paper
copies  of  these  reports  are available free of charge by writing to MacDermid
Annual  Reports,  1401  Blake  Street,  Denver,  Colorado,  80202.


ITEM  2:  PROPERTIES

Management  believes  that  MacDermid's  production  facilities are suitable for
their  purpose and adequate to support its businesses. The extent of utilization
of  individual facilities varies, but they generally have sufficient capacity to
meet our near-term growth expectations.  The following table lists our principal
facilities  by segment and gives a brief description of the activities performed
at  each  facility:


<TABLE>
<CAPTION>


<S>      <C>                        <C>                             <C>
     LOCATION                    PRINCIPAL  USE              OWNERSHIP  STATUS
Corporate  &  other  support  functions
     Denver,  Colorado           Executive  offices                Owned
     Waterbury,  Connecticut     ASF  and  MPS  segment            Owned
                                 administration offices,
                                 marketing  offices,
                                 corporate  service,
                                 customer  support
                                 and  research  labs

Advanced  Surface  Finishing
     Middletown,  Delaware       Factory                           Owned
     Ferndale,  Michigan         Factory                           Owned
     New  Hudson,  Michigan      Labs  and  offices                Owned
     Pasadena,  Texas            Warehouse  and  offices           Owned
     Hsin  Chu,  Taiwan          Factory,  warehouse,              Owned
                                 labs  and  offices
     Panyu,  China               Factory,  warehouse,              Owned
                                 labs  and  offices
     Yokohama,  Japan            Labs  and  offices                Leased
     Birmingham,  England        Factory,  warehouse,              Owned
                                 labs  and  offices
     Wigan,  England             Factory, warehouse and offices    Owned
     Villemeux,  France          Warehouse  and  offices           Owned
     Novara,  Italy              Factory,  warehouse,              Leased
                                 lab  and  offices
     Eitten-Leur;  Netherlands   Warehouse  and  offices           Leased
     Barcelona,  Spain           Factory,  warehouse,              Owned
                                 lab  and  offices

Printing  Solutions
     Morristown,  Tennessee      Factory                           Owned
     Atlanta,  Georgia           Offices  and  labs                Owned
     San  Marcos,  California    Factory                           Owned
     Eden Prairie, Minnesota     Factory, warehouse,               Leased
                                 labs and offices
     Cernay,  France             Factory,  warehouse,              Owned
                                 labs  and  offices
     Evreux,  France             Warehouse  and  offices           Owned
     Mirambeau,  France          Factory  and  offices
     Campbellfield,  Victoria,
     Australia                   Factory, warehouse and offices    Leased
     Hoofddorp, The  Netherlands Plant  and  warehouse             Leased
     Piotello, Italy             Warehouse and offices             Leased
<FN>


</TABLE>


We  also  own  property  in  Franklin  Park  and  Waukeegan,  Illinois;  Adams,
Massachusetts;  Vernon,  Connecticut;  and Steinbach and Dormans, France.  These
properties are vacant and could be used for manufacturing should the need arise,
or  could  be  leased  or  sold  should  an  opportunity  arise.

In  addition,  we  are  currently  in  the  process of constructing a factory, a
technology  center  and  office  space  in  Suzhou, China.  This construction is
expected  to  be  completed  in  mid-2005.

All  owned  and leased facilities are in good condition and are of adequate size
for  present  business  volume.


ITEM  3:  LEGAL  PROCEEDINGS

Environmental  Issues:

The nature of the our operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect to environmental cleanup or other matters, including those in connection
with  the disposal of hazardous materials.  As such, we are subject to extensive
U.S.  and  foreign laws and regulations relating to environmental protection and
worker  health  and  safety,  including those governing discharges of pollutants
into  the air and water, the management and disposal of hazardous substances and
wastes,  and the cleanup of contaminated properties.  We have incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws  and  regulations.  We  could  incur  significant  additional costs,
including cleanup costs, fines and sanctions and third-party claims, as a result
of  violations  of  or liabilities under environmental laws.  In order to ensure
compliance  with  applicable  environmental,  health  and  safety  laws  and
regulations, we maintain a disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at our plants to identify and categorize potential environmental
exposure.

We  are named as a potentially responsible party ("PRP") at two Superfund sites,
Fike-Artel  in Nitro, West Virginia and Solvent Recovery Service in Southington,
Connecticut.  There  are  many other PRPs involved at these sites.  With respect
to  both  of these sites,  we have entered into cost sharing agreements with the
applicable  PRP groups and our allocated cost share with regard to each of these
sites  is  deminimus  at  0.2%.  Our  ongoing  costs  with  respect to each site
generally  range  from  about $2-$4 thousand dollars per quarter. As a result of
the  deminimus nature of the costs no specific reserve has been established.  We
have  also  been  contacted  with  requests  for  information with regard to two
additional  sites,  Whitney Barrel in Massachusetts and the Lake Calumet Cluster
site in Illinois. We have found no information connecting us or our subsidiaries
to these sites and have not received a PRP notice regarding these two additional
sites.  As  a  result  no  reserve  is deemed appropriate in this regard at this
time.  While the ultimate costs of such liabilities are difficult to predict, we
do  not  expect  that  our  costs  associated with these sites will be material.

In  addition,  some  of  our  facilities  have  an  extended history of chemical
processes  or  other  industrial activities.  Contaminants have been detected at
some  of  these  sites,  with  respect  to which we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental  remediation  reserve of $1,700,000, predominantly attributable to
those  Canning  sites  that  we  believe will require environmental remediation.
With  respect  to  those  sites,  we also believe that our Canning subsidiary is
entitled  under  the  Acquisition  Agreement  ("the  acquisition  agreement") to
withhold  a  deferred  purchase  price  payment of approximately $1,600,000.  We
estimate  the range of cleanup costs at the Canning sites between $2,000,000 and
$5,000,000  and  have  recorded a $3,300,000 accrual (comprised of the foregoing
$1,700,000  reserve and the $1,600,000 deferred purchase price) related to these
costs, representing management's best estimate of total costs within this range.
Investigations  into  the  extent  of  contamination,  however, are ongoing with
respect  to  these  sites.  To  the extent our liabilities exceed the $1,600,000
deferred  purchase  price,  we  may  be  entitled  to additional indemnification
payments.  Such  recovery  may  be  uncertain, however, and would likely involve
significant  litigation  expense.  We  have instituted an arbitration to enforce
the  obligations  of  other  parties to the acquisition agreement concerning the
remediation  of  the  Kearney,  New  Jersey  and  Waukegan, Illinois sites.  The
arbitration  has  been  concluded  with  a  confirmation, in our favor, that the
former  primary shareholders of the entity that operated the Kearney, New Jersey
site  are  responsible  for its remediation to applicable state standards and an
order  to  establish  a  time line for completion of the remediation.  We expect
that  the remediation will take several years.  We are continuing to monitor the
environmental  condition  at  the  Waukegan  site.  Significant  remediation
activities have already been concluded on the Waukegan site, however, it has not
yet  been determined whether additional remediation activities will be required.
We  are  also  in  the process of characterizing contamination at our Huntingdon
Avenue,  Waterbury,  Connecticut  site  which  was  closed  in the quarter ended
September  30,  2003.  The  extent  of  required  remediation  activities at the
Huntingdon  Avenue  site has not yet been determined. We have recorded a reserve
of  $650,000  with regard to this remediation. We do not anticipate that we will
be  materially  affected  by  environmental  remediation  costs,  or any related
claims,  at  any  contaminated  sites,  including  the  Canning  sites  and  the
Huntingdon  Avenue,  Waterbury,  Connecticut site.  It is difficult, however, to
predict the final costs and timing of costs of site remediation.  Ultimate costs
may  vary  from  current estimates and reserves, and the discovery of additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.

Legal  Proceedings:

On January 30, 1997, we were served with a subpoena from a federal grand jury in
Connecticut  requesting  certain  documents relating to an accidental spill from
our Huntingdon Avenue, Waterbury, Connecticut facility that occurred in November
of  1994,  together with other information relating to operations and compliance
at  the  Huntingdon Avenue facility.  We were subsequently informed that we were
subject  to  the  grand jury's investigation in connection with alleged criminal
violations  of the federal Clean Water Act pertaining to out wastewater handling
practices.  In  addition,  two  of  our  former  employees  who  worked  at  the
Huntingdon  Avenue  facility pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were  sentenced  to  fines  of $25,000 and $10,000 and two years of
probation as well as community service.  In a separate matter, on July 26, 1999,
we were named in a civil lawsuit commenced in the Superior Court of the State of
Connecticut  brought  by  the Connecticut Department of Environmental Protection
alleging  various  compliance  violations  at  our Huntingdon Avenue and Freight
Street  locations  between  the  years  1992 through 1998 relating to wastewater
discharges  and  the  management  of  waste  materials.  The  complaint  alleged
violations  of  our  permits  issued  under  the Federal Clean Water Act and the
Resource  Conservation  and Recovery Act as well as procedural, notification and
other requirements of Connecticut's environmental regulations over the foregoing
period  of  time.

We  voluntarily  resolved  these  matters in November 28, 2001.  As a result, we
were  required to pay fines and penalties totaling $2,500,000 over six quarterly
installments,  excluding  interest.  In  addition,  we  were  required  to  pay
$1,550,000  to  various  local  charitable  and  environmental organizations and
causes.  As  of  June  30,  2003, we had paid the full amounts for both of these
arrangements.  We  have  performed  certain  environmental  audits  and  other
environmentally  related  actions  and were placed on a two-year probation which
ended  November  28,  2003.  We  had recorded liabilities during the negotiation
period  and  therefore  our results of operating and financial position were not
affected  by  these  arrangements.

From  time  to  time there are various legal proceedings pending against us.  We
consider  all  such proceedings to be ordinary litigation incident to the nature
of our business.  Certain claims are covered by liability insurance.  We believe
that  the  resolution  of  these claims, to the extent not covered by insurance,
will not individually or in the aggregate, have a material adverse effect on its
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.


ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were submitted to a vote of MacDermid's security holders during the
fourth  quarter  of  fiscal  year  2004.


                                  PART  II


ITEM  5:  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER  PURCHASES  OF  EQUITY  SECURITIES

Information  with respect to the market for our common stock, dividends paid and
other related information is contained in its 2004 Annual Report to Shareholders
included  as  Exhibit  13  to  this  form  10-K  and  incorporated by reference.


ITEM  6:  SELECTED  FINANCIAL  DATA

The  selected financial data (Five Year Summary) is contained in our 2004 Annual
Report to Shareholders included as Exhibit 13 to this Form 10-K and incorporated
by  reference.


ITEM  7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  is  contained  in our 2004 Annual Report to Shareholders included as
Exhibit  13  to  this  Form  10-K  and  incorporated  by  reference.


ITEM  7(A):  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

We  are  exposed to market risk in the normal course of business activity due to
our  operations  in  different  foreign currencies and our ongoing investing and
financing  activities.  The risk of loss can be assessed from the perspective of
adverse changes in fair values, cash flows and future earnings.  While we do not
currently actively hedge any of our foreign currency risk on the open market, we
have  created  natural  hedges  through  the  use  of  intercompany
foreign-currency-denominated  loans.

We operate manufacturing facilities in more than ten countries and sell products
in  approximately twenty-five countries.  Approximately 60% of our net sales and
identifiable  assets  are  denominated  in  currencies other than the US Dollar,
predominantly  the  Euro, the Pound Sterling, and the Hong Kong Dollar.  For the
years  ended December 31, 2004, and 2003, foreign currency translation increased
diluted  earnings  per  share year-over year by approximately $0.08.  The annual
impact  of  foreign  currency  on  operating  cash  flows  historically has been
consistent  with  the  impact  on  earnings.

Our business operations consist principally of manufacture and sale of specialty
chemicals,  supplies  and  related equipment to customers throughout much of the
world.  Approximately  42%  of  our  business  is  concentrated  in the printing
business,  used for a wide variety of applications, while 58% of our business is
concentrated on customers supplying a wide variety of chemicals to manufacturers
of  automotive, other industrial, electronics and offshore applications.   As is
usual  for  these  businesses,  we  generally do not require collateral or other
security  as  a  condition  of  sale, rather relying on credit approval, balance
limitation  and  monitoring  procedures  to control credit risk of trade account
financial  instruments.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.

In  the past, we were exposed to interest rate risk, primarily from our floating
interest  rate  credit  facilities.  At  the time, we entered into interest rate
swap  agreements  for  the  purpose  of reducing our exposure to possible future
changes  in interest rates on these facilities.  On June 20, 2001, we refinanced
these  facilities  with  9  1/8%  Senior  Subordinated  Notes, which reduced our
exposure  to  changing interest rates and is currently unhedged.  However, there
is  still  one interest rate swap outstanding which expires in December of 2005.
This  swap  formerly  hedged  our  floating rate debt, but because we refinanced
these  obligations,  the  swap  is  now  considered speculative.  For additional
information,  see  Note  18, Guarantor Financial Information, in Part I, Item 1.
Based  upon  our current debt structure and expected levels of borrowing for the
remainder  of  2004,  an  increase  in  interest  rates  would  not result in an
incremental  interest  expense.

We  do  not enter into derivative financial instruments for trading purposes but
have  certain  other  supply  agreements  for  raw material inventories and have
chosen  not  to enter into any price hedging with our suppliers for commodities.


ITEM  8:  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Our  consolidated  financial  statements,  including  the  notes  thereto,  are
contained  in  our  2004 Annual Report to Shareholders included as Exhibit 13 to
this  Form  10-K  and  incorporated  by  reference.


ITEM  9:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

None.


ITEM  9(A):  CONTROLS  AND  PROCEDURES

Disclosure  Controls  and  Procedures

Our  principle executive and financial officers have evaluated the effectiveness
of  our  disclosure  controls and procedures (as defined in Rule 13a-14(c) under
the  Securities  Exchange  Act  of  1934) as of December 31, 2004. Based on that
evaluation,  they have concluded that our disclosure controls and procedures are
adequate  and effective.  There have been no significant changes in our internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the  date  they  completed  their  evaluation.  Our management's
assessment  regarding  internal  control  over  financial  reporting  under  the
Sarbanes-Oxley  Act  of  2002  is incorporated herein by reference to our Annual
Report  to  Shareholders,  attached  hereto  as  Exhibit  13.

MacDermid's  independent  auditors have issued an audit report on our assessment
of  MacDermid's  internal  control  over  financial reporting.  This report also
appears  in  our  Annual  Report to Shareholders, attached hereto as Exhibit 13.


Item  9(B):  OTHER  INFORMATION
None.


                                  PART  III


ITEM  10:  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Item  10(A)  DIRECTORS

Members of and nominees for our Board of Directors are identified in the section
of  our  2005  Proxy Statement captioned "Item 1: Election of Directors" and are
incorporated  in  this  Item  10  by  reference  pursuant  to  Regulation  14A.

Item  10(B)  EXECUTIVE  OFFICERS

Information regarding the executive officers of MacDermid, each of whom has been
employed in their respective offices for more than 5 years, except as noted, are
as  follows:

DANIEL  H.  LEEVER  (Age  56):  Mr.  Leever joined MacDermid originally in 1972,
where he worked in sales for 2 years before leaving and rejoining the company in
1982  as  a  financial  analyst.  Over  the  succeeding  16  years,  he held the
positions  of  assistant  to  the  President, International Manager, Director of
MacDermid  Asia,  and  Director  of  International  Business.  In  1988,  he was
promoted  to  Senior Vice President and in 1989 was appointed as Chief Operating
Officer.  In 1990 he was appointed President and Chief Executive Officer and was
named  Chairman  of  the  Board in 1998.  He currently serves as Chairman of the
Board  and  Chief  Executive  Officer  of  MacDermid,  Inc.

STEPHEN  LARGAN  (Age  37):  Mr.  Largan  joined  MacDermid in 1999, when he was
appointed  Vice  President  of  Finance  for  MacDermid,  Inc.  In  2001, he was
appointed as President of our MacDermid Printing Solutions segment.  In December
2003,  Mr.  Largan  was  appointed  Executive  Vice  President  of Operations, a
position  he  held  until  April  2004,  when he was appointed as President.  He
currently serves as President of MacDermid, Inc.  Prior to joining MacDermid, he
served  as  the  Director  of Finance for a multinational subsidiary of the Ford
Motor  Company.

JOHN L. CORDANI (Age 41): Mr. Cordani joined MacDermid in 1986 and was appointed
Corporate  Counsel  in 1993.  In 1994, he was appointed Corporate Secretary.  He
served  as  Corporate  Counsel and Secretary until May 2000.  In May of 2000, he
became  a partner in the law firm of Carmody and Torrance, LLP.  In May 2002, he
returned  to  MacDermid  and  was  reinstated as Corporate Secretary and General
Counsel  and  was  given  the  title of Vice President; these are the offices he
serves  in  currently.  Mr. Cordani is also counsel to Carmody & Torrance, LLP.,
and  an  adjunct  professor  of law at Quinnipiac University School of Law.  Mr.
Cordani  serves  on  the  Boards  of the United Way of Greater Naugatuck and the
Waterbury  Chamber  of  Commerce.

GREGORY  M.  BOLINGBROKE (Age 55): Mr. Bolingbroke joined MacDermid in 1993 as a
Cost  Accountant in Waterbury, Connecticut, prior to which he practiced business
as  a  Chartered  Accountant  in  South  Africa.  He  was  promoted to Corporate
Controller  in  2000  and  appointed  Vice  President and Treasurer in 2001.  He
currently  serves  as Senior Vice President of Finance and Treasurer, a position
he  was  appointed  to  in  2002.

FRANK  MONTEIRO  (Age  34):  Mr.  Monteiro joined MacDermid in 1998 as a General
Accounting  Manager for our Advanced Surface Finishing - Americas business unit.
In 2000, he was promoted to Assistant Controller of Advanced Surface Finishing -
Americas  and  in  2001  was promoted to Treasury Risk Manager for our corporate
business.  In  2002,  Mr.  Monteiro  was  appointed  as  Assistant Treasurer and
thereby  became  an  officer  of the company. He currently service as Assistant
Treasurer  and  Risk  Manager.

Based  upon our review of Forms 3, 4 and 5 filed by certain beneficial owners of
our  Class  B  common  stock,  we are not aware of any failure by the Section 16
reporting  persons  to  timely  file  a  required  form  pursuant to Section 16.

We  have  for  several  years  maintained  a  code of ethics (formally named the
MacDermid,  Inc.  Ethics  Policy  and  Corporate Compliance Manual) ("the Code")
applicable  to  our  Board  of Directors, principal executive officer, principal
financial  officer  and  principal  accounting  officer as well as all our other
employees.  The code of ethics is filed by reference with this report as Exhibit
14.  A  copy  of the Code may be found on our website at www.macdermid.com under
the Corporate Governance section.  Shareholders may also obtain manual copies of
the  Code  by submitting a written request to John Cordani, Corporate Secretary,
245  Freight  Street,  Waterbury,  CT.  06702-0671.

Richard  Boehner was Vice President of Corporate Development from 2001 until his
resignation  in July 2004.  At that time, Salim Haji was named Vice President of
Corporate  Development until his resignation in December 2004.  This position is
currently  vacant.


ITEM  11:  EXECUTIVE  COMPENSATION

The information called for by this item is hereby incorporated by reference from
our  2004  Proxy  Statement  to be filed pursuant to Regulation 14A for the 2004
annual  meeting  of  shareholders.


ITEM  12:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The information called for by this item is hereby incorporated by reference from
our  2004  Proxy  Statement  to be filed pursuant to Regulation 14A for the 2004
annual  meeting  of  shareholders.


ITEM  13:  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The information called for by this item is hereby incorporated by reference from
our  2004  Proxy  Statement  to be filed pursuant to Regulation 14A for the 2004
annual  meeting  of  shareholders.


ITEM  14:  PRINCIPLE  ACCOUNTING  FEES  AND  SERVICES

The information called for by this item is hereby incorporated by reference from
our  2004  Proxy  Statement  to be filed pursuant to Regulation 14A for the 2004
annual  meeting  of  shareholders.



                                   PART IV


ITEM  15:  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES

(a)  Financial  Statements,  Financial  Statement  Schedules  and  Exhibits

(1)     Financial  Statements

Our  consolidated  financial  statements  and  report thereon of KPMG LLP, dated
March 15 2005, are contained in our 2004 Annual Report to Shareholders included
as  Exhibit  13  to  this  Form  10-K  and  incorporated  herein  by  reference.

(2)     Financial  Statement  Schedules

Schedule II is filed as part of this Form 10-K and should be read in conjunction
with  the  financial  statements.  All other schedules have been omitted because
they  are  not  applicable  to  us.

(3)     Exhibits

The  following exhibits are filed as part of, or incorporated by reference into,
this  report  on  Form  10-K.


<TABLE>
<CAPTION>

     EXHIBIT  INDEX  TO  2004  FORM  10-K  ANNUAL  REPORT
     ----------------------------------------------------
<S>              <C>                                              <C>
EXHIBIT NO.     DESCRIPTION
-----------     -----------
3.1       Restated Certificate of Incorporation, MacDermid,        By  reference
          Incorporated amended as of January 16, 1998, is
          incorporated by reference to our  December 31, 2003,
          Form  10-K,  exhibit  3.1.
3.2       Restated  By-Laws  of  MacDermid,  Incorporated          By  reference
          amended as of February 26, 2005. Incorporated  by
          reference to our Current Report on Form 8-K furnished
          March  3,  2005,  Exhibit  99.1
4         Credit  Agreement,  amended,  dated  as  of April 28,    By  reference
          2004 among MacDermid, Incorporated, the banks signatory
          thereto  and Bank of America, N.A. as agent, letter  of
          credit issuing bank and swing line lender. Incorporated
          by reference  to  Form  10-Q  quarterly report for the
          period ended March 30, 2003, Exhibit  4.
10.1      MacDermid,  Incorporated  1992  Special  Stock Purchase  By  reference
          Plan, amended as of November 1, 1992. Incorporated by
          reference to December 31, 1993, Form 10-K  Exhibit  10.
10.2      MacDermid,  Incorporated  1995  Equity Incentive Plan.   By  reference
          Incorporated by reference  to  December  31, 2003,
          Form DEF 14A Definitive proxy statement filed
          March  15,  2004,  Appendix  B.
10.3      MacDermid,  Incorporated  1998  Equity Incentive Plan.   By  reference
          Incorporated by reference  to  December  31  1999,
          Form  10-K  Exhibit  10.3.
10.4      MacDermid,  Incorporated 2001 Equity Incentive Plans.    By  reference
          to December 31, 2003,  Form DEF 14A Definitive proxy
          statement filed March 15, 2004, Appendix B.
10.5      Severance  Agreement.  Incorporated  by  reference to    By  reference
          December 31, 2002 Form  10-K  Exhibit  10.5.
10.6      Employment  Agreement.  Incorporated by reference to     By  reference
          December 31, 2003, Form  10-K  Exhibit  10.6.
11        Computation  of  per share earnings.  See Notes to       By  reference
          Consolidated Financial Statements from MacDermid's
          2004 Annual Report to Shareholders, attached to this
          report  as  Exhibit  13.
12        Computation of ratio of earnings to fixed charges        Attached
13        MacDermid's  2004  Annual  Report to Shareholders, as    Attached
          required by Item 8.
14        Code  of Ethics of MacDermid, Incorporated.              By  reference
          Incorporated by reference to Current  Report  on
          Form 8-K filed June 29, 2004, Exhibit 99.1.
21        Subsidiaries  of  MacDermid,  Incorporated.              Attached
23        Independent  Auditors'  Consent.                         Attached
24        Powers  of  Attorney.                                    Attached
31.1      Principle  Financial  Officer  Certification  under      Attached
          Section  302  of  the Sarbanes-Oxley  Act  of  2002
31.2      Principle  Executive  Officer  Certification  under      Attached
          Section  302  of  the Sarbanes-Oxley   Act  of  2002
32        Corporate  Officers'  Certification under Section        Attached
          906 of the Sarbanes-Oxley  Act  of  2002

<FN>
</TABLE>

(b)  Reports  on  Form  8-K

Current  Report  on Form 8-K dated October 28, 2004, regarding expected earnings
for  the  third  quarter  of  fiscal  year  2004  ended  September  30,  2004.
<PAGE>
SIGNATURES

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  thereunto  duly  authorized.
                                                        MacDermid,  Incorporated
                                                        ------------------------
                                                              (Registrant)


Date:  March  15,  2005                                 /s/  Daniel  H.  Leever
                                                        -----------------------

                                                             Daniel  H.  Leever
                                                                Chairman  and
                                                      Chief  Executive  Officer


Date:  March  15,  2005                           /s/  Gregory  M.  Bolingbroke
                                                  -----------------------------

                                                       Gregory  M.  Bolingbroke
                                              Senior  Vice  President,  Finance




Daniel  H.  Leever,  pursuant  to powers of attorney, which are being filed with
this  Annual  Report  on  Form  10-K,  has  signed  below  on  March  4, 2005 as
attorney-in-fact  for  the  following  directors  of  the  Registrant:
Robert  L.  Ecklin
Donald  G.  Ogilvie
Joseph  M.  Silvestri
James  C.  Smith
T.  Quinn  Spitzer,  Jr.

/s/  Daniel  H.  Leever
-----------------------
      Daniel  H.  Leever
  Chairman  of  the  Board
and  Chief  Executive  Officer





             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------
The  Board  of  Directors  and  Shareholders of
MacDermid,  Incorporated:

Under  date of March 15, 2005, we reported on the consolidated balance sheets of
MacDermid, Incorporated and subsidiaries (MacDermid) as of December 31, 2004 and
2003,  and  the  related  consolidated  statements  of  earnings  and  other
comprehensive income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 2004, which reports are incorporated
by  reference  in  the December 31, 2004 annual report on Form 10K of MacDermid,
Incorporated.  In  connection with our audits of the aforementioned consolidated
financial  statements,  we  also  audited  the  related  consolidated  financial
statement  schedule II.  This financial statement schedule is the responsibility
of  the  Macdermid's management.  Our responsibility is to express an opinion on
this  financial  statement  schedule  based  on  our  audits.

In  our  opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in  all  material  respects,  the  information  set  forth  therein.

/s/ KPMG, LLP


Hartford,  Connecticut
March  15,  2005



<TABLE>
<CAPTION>

SCHEDULE  II:
VALUATION  AND  QUALIFYING  ACCOUNTS
FOR  THE  YEARS  ENDED  DECEMBER  31,  2004,  2003,  AND  2002.
(AMOUNTS  IN  THOUSANDS)


<S>                   <C>              <C>             <C>             <C>
                     BALANCE AT                                      BALANCE
                    BEGINNING OF                                        AT
DESCRIPTION             YEAR        ADDITIONS      DEDUCTIONS      END OF YEAR
-----------         ------------    ---------      ----------      -----------
Allowance  for  doubtful receivables:

December 31, 2004     $11,908         $3,562         $3,648           $11,822
                     ===========    =========      ==========      ===========
December 31, 2003     $12,743         $2,606         $3,441           $11,908
                     ===========    =========      ==========      ===========
December 31, 2002     $14,642         $4,773         $6,672           $12,743
                     ===========    =========      ==========      ===========
<FN>

</TABLE>