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

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934
For  the  fiscal  year  ended  December31,  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 incorporation or organization)     (I.R.S.
                          Employer 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.



<PAGE>

                                Introductory Note
This  Form  10-K/A  is being filed solely for the purpose of making revisions to
the  following  items  previously  included in our Form 10-K for the fiscal year
ended  December  31,  2004:
-     Item  7:  Management's  Discussion and Analysis of Financial Condition and
Results  of Operations, Liquidity and Capital Resources.  The last table in this
section,  meant  to  summarize our ability to fund both our required obligations
and  our shareholder growth initiatives for 2005, contained a footing error when
filed on March 16, 2005.  This error was corrected in the printing of our annual
report  and  has  been  corrected  herein.
Our  certifying  officers have certified this filing via updated Section 302 and
906  certifications,  attached  hereto  as  exhibits  32.1,  32.2,  and  99.1.
Except  as  described  above,  we  have  not  amended  or modified the financial
information  or other disclosures contained in our Form10-K as originally filed.
This  Form  10-K/A  does  not  reflect  events occurring after the filing of the
original  Form 10-K, nor does it modify or update the disclosures therein in any
way  other  than  as  required to reflect the amendments described above and set
forth  below.  The  following represents only the information required by Item 7
of  Form  10-K,  and  does  not  include  Item  7A  or  any  other  item.



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

Note: This item was formerly incorporated by reference to Exhibit 13 in our Form
10-K  for  the  year  ended  December  31,  2004.


Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations
(in  thousands  of  dollars,  except  shares  and  per  share  amounts)

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.

CONSOLIDATED  OVERVIEW

EXECUTIVE  OVERVIEW

Our  consolidated  business  consists of two business segments, Advanced Surface
Finishing  and Printing Solutions.  The Advanced Surface Finishing (ASF) segment
supplies  chemicals  used  for  finishing  metals  and non-metallic surfaces for
automotive  and  other  industrial applications, electro-plating metal surfaces,
etching,  and  imaging  to  create electrical patterns on circuit boards for the
electronics  industry, and offshore lubricants and cleaners for the offshore oil
and  gas  markets.  The  Printing  Solutions (MPS) segment supplies an extensive
line  of offset printing blankets, photo-polymer plates and digital printers for
use  in the commercial printing and packaging industries for image transfer.  In
both  of  our  business segments, we continue to invest significant resources in
research  and  development  and  intellectual  properties  such  as  patents,
trademarks,  copyrights  and  trade  secrets  as  our  business depends on these
activities  for  our  financial  stability  and  future  growth.

Our  products  are  sold  in  a competitive, global economy, which exposes us to
certain currency, economic and regulatory risks and opportunities. Approximately
60%  of  our  net  sales  and  identifiable  assets for the year ended and as of
December  31,  2004,  are  denominated in currencies other than the U.S. dollar,
predominantly  the Euro, British Pound Sterling, and the Hong Kong dollar. We do
not  manage  our  foreign currency exposure in a manner that would eliminate the
effects  of  changes  in  foreign exchange rates on our earnings, cash flows and
fair  values  of  assets  and liabilities, and as such our financial performance
could  be positively or negatively impacted by changes in foreign exchange rates
in  any given reporting period. For the year ended December 31, 2004, net sales,
net  earnings  and  net  assets  and liabilities were positively impacted by the
effect of foreign currency translation resulting primarily from the Euro and the
British  Pound  Sterling  strengthening  against the U.S. dollar compared to the
previous  year,  as  discussed  further  below.

We focus on growing revenues and the generation of cash from operations in order
to  build  shareholder  value.  Specifically,  we plan to improve top line sales
growth  over  the  longer  term  by  focusing  on:
-     utilizing  our  technical  service  and  outstanding products to penetrate
global  markets  for  all  products,
-     supporting  working  capital  initiatives focused on maximizing cash flows
during  a  period  of  continued  economic  uncertainty  in our primary markets,
-     emphasizing  efficiency  improvements  throughout  the  organization,
-     adding  new  products  through  internal research and development, relying
heavily  on  our  internal  knowledge  base,
-     strengthening  the  common identity of our products through a new branding
initiative  called  "Yes  We  Can!"  and
-     acquiring  strategically  sound  companies  or  products.

Our  competitors  include  many  large  multi-national  chemical  firms based in
Europe,  Asia,  and  the U.SNew competitive products or pricing policies of our
competitors  can materially affect demand for and pricing of our products, which
could  have  a  significant  impact  on  our  financial  results.

Our  performance  for  the year ended December 31, 2004, reflects the results of
our key opportunities, philosophies and risks, as outlined above.  Specifically,
we experienced a positive impact on our financial results due to higher sales of
proprietary  goods in the ASF segment and favorable foreign currency translation
as  discussed  above.  Our printing solutions business suffered the impacts of a
soft  sales  market,  resulting  in  an  offsetting decrease in consolidated net
sales.  We  also  began  realizing  the  benefits  of  cost-saving  initiatives
implemented  in  2003.

From  a cash flow standpoint, we continue to maintain a high level of liquidity,
with  working capital of over $250,000.  We generate substantial amounts of cash
from  our  normal  operations,  resulting in a total increase in cash of $76,535
between  December  31,  2003,  and  2004.

The  following summary of results further explains the results of our operations
during  the  years  ended  December  30, 2004, 2003, and 2002, in addition to an
analysis  of  our  liquidity  during  2004.


<TABLE>
<CAPTION>


SUMMARY  OF  THE  CONSOLIDATED  RESULTS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2004,  2003,  AND  2002.


<S>                                    <C>                     <C>         <C>            <C>        <C>         <C>
                                       YEAR ENDED.            2003      CURRENCY      YEAR ENDED     2002        CURRENCY
                                       DECEMBER 31,         TO 2004     ADJUSTED     DECEMBER 31,   TO 2003      ADJUSTED
                                     2004        2003       %CHANGE     %CHANGE*        2002        %CHANGE       %CHANGE
                                                            FAVORABLE (UNFAVORABLE)                FAVORABLE (UNFAVORABLE)

Net sales . . . . . . . . .  $     660,785   $ 619,886        6.6%        2.0%      $ 611,490       1.4%          (3.6%)
Cost of sales . . . . . . .        347,544     329,271       (5.5%)      (0.7%)       337,012       2.3%           6.7%
                                   --------------------                             ----------
    Gross profit. . . . . .        313,241     290,615        7.8%        3.3%        274,478       5.9%           0.2%

Gross profit percentage . .          47.4%       46.9%         **          **           44.9%        **             **

Operating expenses. . . . .        207,831     191,465       (8.5%)      (3.9%)       190,345      (0.6%)          5.1%
                                   --------------------                             ----------
    Operating profit. . . .        105,410      99,150        6.3%        2.2%         84,133      17.8%          12.1%

Interest income
(expense), net. . . . . . .        (29,615)    (30,178)       1.9%        1.8%        (33,883)     10.9%          13.1%
Other income (expense). . .          1,942       4,314         **          **          (2,651)       **             **
                                   --------------------                             ----------
Earnings from
continuing operations
before income taxes
and cumulative effect
of accounting change. . . .         77,737      73,286        6.1%        1.0%         47,599      54.0%          43.4%
Income taxes. . . . . . . .        (24,513)    (23,466)      (4.5%)       0.3%        (16,122)    (45.6%)        (34.7)%
                                   --------------------                             ----------
Earnings from
continuing operations
before cumulative
effect of accounting
change. . . . . . . . . . .         53,224      49,820        6.8%        1.6%         31,477      58.3%          48.0%
Discontinued
operations, net of tax. . .            -         5,592         **          **         (22,128)       **             **
Cumulative effect of
accounting change . . . . .            -         1,014         **          **             -          **             **
                                   --------------------                             ----------
Net earnings. . . . . . . .  $      53,224   $  56,426       (5.7%)      (9.7%)     $   9,349      503.6%        379.4%
                                   =======     =======                                 ======
Diluted earnings
per share . . . . . . . . .  $        1.72   $    1.80       (4.4%)      (8.5%)     $    0.29      520.7%        386.5%
                                   =======     =======                                 ======
Comprehensive income. . . .  $      62,641   $  74,587      (16.0%)        **       $  13,142      467.5%           **
                                   =======     =======                                 ======


<FN>

*  Currency adjusted percent change is calculated based on a constant foreign exchange rate period-over-period.  Management
believes  this  more  accurately  reflects  true fluctuation in the business without the effect of changing exchange rates.
**  Not  a  meaningful  statistic.
</TABLE>

<TABLE>
<CAPTION>


SUMMARY  OF  KEY  SEGMENTED  RESULTS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2004,  2003,  AND 2002.


<S>                 <C>        <C>         <C>            <C>        <C>         <C>       <C>
                       YEAR ENDED . .             2003     CURRENCY  YEAR ENDED    2002   CURRENCY
                      DECEMBER 31, .             TO 2004   ADJUSTED  DECEMBER 31, TO 2003 ADJUSTED
                     2004        2003            %CHANGE   %CHANGE*      2002    %CHANGE   %CHANGE*
                                              FAVORABLE (UNFAVORABLE)        FAVORABLE (UNFAVORABLE)
ADVANCED SURFACE
FINISHING
Total net sales. .  $386,723   $ 348,131           11.1%       5.1%  $ 328,594       5.9%       0.6%
Operating profit .  $ 62,728   $  50,858           23.3%      16.0%  $  35,888      41.7%      30.2%
Operating profit
percentage . . . .      16.2%       14.6%            **         **        10.9%       **         **

PRINTING SOLUTIONS
Total net sales. .  $274,062   $ 271,755            0.8%     (2.2%)  $ 282,896     (3.9%)     (8.5%)
Operating profit .  $ 42,682   $  48,292         (11.6%)    (13.1%)  $  48,245       0.1%     (2.1%)
Operating profit
percentage . . . .      15.6%       17.8%            **         **        17.1%       **         **

CONSOLIDATED TOTAL
Total net sales. .  $660,785   $ 619,886            6.6%       2.0%  $ 611,490       1.4%     (3.6%)
Operating profit .  $105,410   $  99,150            6.3%       2.2%  $  84,133      17.8%      12.1%
Operating profit
percentage . . . .      16.0%       16.0%            **         **        13.8%       **         **
<FN>


*  Currency  adjusted  percent  change  is  calculated  based  on  a  constant foreign exchange rate
period-over-period.  Management  believes  this  more  accurately  reflects  true fluctuation in the
business  without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>


2004  VS.  2003
---------------

NET  SALES

We  experienced  an  increase in sales of $40,899, or 6.6% during the year ended
December 31, 2004, when compared with the previous year.  While our consolidated
sales  increase  benefited  from  favorable foreign currency exchange rates, our
sales  increased  almost  $12,700, or 2.0% on a constant-dollar basis.  Sales of
proprietary  products  represented  approximately 94% of our total sales in both
2004  and 2003.  Our ASF business led our overall sales growth due in large part
to  better  performance from our U.S. operating units and volume growth in Asia.
We  experienced  growth  in  both  our  electronics and industrial product lines
within  this  reporting  segment.  While  growth  in  industrial  products  was
concentrated  in  the U.S., we experienced most of our growth in our electronics
product  lines  in  Asia, particularly in China and Japan.  Partially offsetting
this  growth  was  a reduction in overall sales volume in our Printing Solutions
segment  caused  by a soft market and the effects of changes in our distribution
system  wherein  we  are  beginning  to  sell  directly to our customers in some
geographic  markets  of  the  business.

COST  OF  SALES  AND  GROSS  PROFIT

Cost  of sales decreased slightly when excluding the effects of foreign currency
translation.  This  decrease,  when  coupled with the year-over-year increase in
sales,  caused  an  increase  in  gross profit margin during 2004.  Increases in
gross  profit  margin were driven by lower production costs, particularly in the
ASF  segment in the United States, where we realized the benefits of cost-saving
initiatives  implemented  in  2003.  This  was  partially  offset by lower gross
profit margins in our MPS segment as a result of a soft market, lower volume and
the  resulting  de-leveraging  of  fixed  overhead  costs.

OPERATING  EXPENSES

Operating  expenses increased 8.5% during the year ended December 31, 2004, when
compared  with  the  same  period  the  previous year.  Excluding the effects of
foreign  currency,  operating  expenses  increased  3.9%.  Contributing  to this
increase were increases in research and development expense, particularly in our
MPS  segment in the Americas and Europe.  We also saw an increase in selling and
technical  expense  in  our ASF segment, especially in our operations in Asia as
our business grew in that region.  Also contributing to higher costs were higher
costs  from  corporate,  including  relocation and other employee-related costs.
Overall  average  headcount  excluding  headcount  from  discontinued operations
increased  slightly  from  the  previous  year.

OPERATING  PROFIT

Operating profit during 2004 was $6,260 higher than in 2003, representing growth
of  approximately  6.3% year-over-year.  As a percentage of net sales, operating
profit  was  a steady 16% in both 2004 and 2003.  Our operating profit increases
were  due  in  large part to the improved business conditions in the ASF segment
and  favorable  foreign  currency  rates,  as  discussed  above.

INTEREST  INCOME  (EXPENSE)

Interest  income  (expense),  net  remained relatively constant in 2004 compared
with 2003.  We experienced some benefit this year as a result of higher interest
income  earned  from holding higher cash balances during the year.  This balance
consists  primarily  of  interest expense on our outstanding fixed interest rate
bonds.

OTHER  INCOME

We  realized  a  gain  of  $2,214 on the purchase of treasury stock from a third
party  on  September  22,  2003,  representing the difference between the market
price  of  the  shares  on  the  date  of purchase and the actual purchase price
pursuant  to  an  outstanding  purchase and sale agreement (described further at
Footnote  11  to  our  Consolidated  Financial  Statements, "Common and Treasury
Stock.").  In  2004,  we  realized  a  foreign currency exchange loss of $1,541.
This  was  partially  offset by gains from the disposal of a small joint venture
interest  and  other  non-operating  activities.

INCOME  TAX  EXPENSE

Our  effective  tax  rate  for the year ended December 31, 2004, was 31.5%, down
from 32.0% in 2003.  In the third fiscal quarter of 2004, our tax rate increased
from  32% to 33% primarily as a result of U.S. taxes on foreign repatriations in
excess  of  available  current  foreign  tax  credits  and  foreign  tax  credit
carry-forwards.  As  a  result of tax planning strategies, we realized a benefit
from  the expected future utilization of tax loss carryforwards in Europe in the
fourth  quarter  of  2004.  These  tax  loss  carryforwards  had previously been
reserved.

EARNINGS  FROM  CONTINUING  OPERATIONS

Earnings  from  continuing operations before the cumulative effect of accounting
change  increased  6.8%  year-over-year,  or  1.6% on a currency adjusted basis.
This  increase  is  due  primarily to an increase in our gross profit percentage
coupled  with  lower  interest  expense,  which  was  partially offset by higher
operating  costs,  as  discussed  above.

DISCONTINUED  OPERATIONS

In  2003,  we  sold  our  60%  interest  in  Eurocir  S.A.  (Eurocir) to the 40%
stakeholders  of Eurocir.   The sale, which represented substantially all of our
electronics  manufacturing  segment, was treated as a discontinued operation and
is  more fully described in the discussion of 2003 vs. 2002 results.  There were
no  significant  divestitures  in  2004.

NET  EARNINGS

2004  net  earnings  decreased  5.7%  from  2003, or 9.7% on a currency adjusted
basis.  This  decrease  was due to one-time gains experienced in 2003 related to
the  disposal  of  our Eurocir business and a cumulative effect of an accounting
change.  Excluding  these  factors,  net  earnings  increased 6.8%, or 1.6% on a
currency-adjusted  basis,  year-over-year  due  to  the factors described above.

DILUTED  EARNINGS  PER  SHARE

Diluted  earnings  per  share decreased 4.4% in year 2004 compared to year 2003.
On  a currency-adjusted basis, this decrease was 8.5%.  Much of this decrease is
due  to  gains  in  2003  related  to the disposal of our Eurocir business and a
one-time  gain  for  the  cumulative  effect of an accounting change.  Excluding
these one-time gains, earnings per share increased $0.13 per share from $1.59 in
2003  to  $1.72 in 2004.  This increase in diluted earnings per share was due to
favorable  foreign  currency  rates  and  growth  in  the business, as well as a
reduction  in  the  average  number  of  shares  outstanding  due  to  the stock
repurchase  in  2003, as described more fully in Footnote 11 to our Consolidated
Financial  Statements,  "Common  and  Treasury  Stock."

OTHER  COMPREHENSIVE  INCOME

Other  comprehensive income decreased by $11,946 for the year ended December 31,
2004  compared to the previous year.   This decrease is a result of the decrease
in  net  earnings  described  above  and  a  decrease  in  the  foreign currency
translation  adjustment  recognized  during  the  year.  We hold assets that are
denominated  in  currencies that have been strengthening against the U.S. dollar
over  the last several years, primarily the Euro, British Pound Sterling and the
Japanese  Yen.  The strengthening of these currencies was less in 2004 than 2003
which  resulted  in  a  smaller  amount  of  foreign  currency translation being
recognized  this  year.

2003  VS.  2002
---------------

NET  SALES

Net  sales  for  the  year ended December 31, 2003, were approximately 1% higher
than  the  year  ended December 31, 2002.  This increase was driven primarily by
favorable  changes  in  foreign  currency  exchange rates.  On a constant-dollar
basis,  our  sales  decreased  approximately  $23,200,  or 3.6%, year-over-year.
Sales  of  our proprietary products, which made up 93.8% of total sales in 2003,
decreased  4.7%  year-over-year when excluding the positive effects of favorable
foreign currency translation.  Decreases in proprietary sales were driven by our
MPS  segment, which experienced a decrease of 8.5% or approximately $25,000 on a
currency adjusted basis.  The sales decreases in MPS were due to the elimination
of  certain  unprofitable  product  lines, changing sales practices for printing
blankets products lines in the United States and weak demand for printing plates
used  in  publication  markets  during 2003.  Partially offsetting the MPS sales
decrease  was  a  0.6% increase on a currency adjusted basis in our ASF segment.

COST  OF  SALES  AND  GROSS  PROFIT

Cost  of  sales  decreased  from 2002 to 2003 by 2.3%.  Increases due to foreign
currency  translation were more than offset by decreases predominantly resulting
from  lower  sales  and  increased  plant  efficiencies.  As a result, our gross
profit  percentage  increased  from  44.9%  in  2002  to  46.9%  in  2003.

We  experienced  decreases  in  cost  of  sales in both our ASF and MPS segments
primarily  as  a result of lower sales.  The ASF segment experienced an increase
in  plant  closings  and  cost  reduction  efforts associated with restructuring
activities  in the years leading up to 2003 as well as a shift in product mix to
technologies  that  are  more  efficient  and carry more favorable margins.  The
gross profit percentage in the ASF segment increased from 47.6% in 2002 to 50.1%
in 2003.  In the MPS segment, plant closings and restructuring activities in the
years  leading  up  to  2003  resulted  in  an  increase in the MPS gross profit
percentage from 41.7% in 2002 to 42.7% in 2003 as benefits from these activities
were  realized.

OPERATING  EXPENSES

Operating  expenses  were  relatively  flat  from  2002  to 2003.  Excluding the
negative  effects  of  foreign  currency  exchange  rates,  operating  expenses
decreased  5.1%  year-over-year.  This decrease was due largely to a decrease in
headcount  resulting  from  restructuring  activities in the years leading up to
2003  and  lower  amortization.  Partially offsetting these decreases was a 3.9%
increase  in  research  and  development expense as we continue to invest in our
future  product  growth.

OPERATING  PROFIT

Operating profit increased significantly from 2002 to 2003 as a result of higher
gross  profit  and  the  realization  of benefits created through cost-reduction
efforts  as  described above.  As a percent of sales, operating profit increased
from  approximately  14.0%  in  2002  to  approximately  16.0%  in  2003.

INTEREST  INCOME  (EXPENSE)

Net  interest  expense  decreased  approximately  $3,705  between  2002 and 2003
primarily  as a result of debt payoff activity during those two years.  In 2002,
we  reduced  bank  debt  by  approximately  $80,000.  In  2003,  we paid off the
remaining  portion  of  our  term  loans  and  other  debt, excluding our senior
subordinated  debt  and  capitalized  lease  obligations.  Lower  average  debt
balances  in  2003  resulted  in  lower  interest  expense  compared  to  2002.

OTHER  INCOME  (EXPENSE)

Other  income  (expense)  fluctuated  from  a $2,651 expense to $4,314 in income
between  2002  and  2003.  This  change was largely the result of changes in the
fair  value  of  our  interest rate swap and realized foreign exchange gains and
losses.  In  addition,  we  experienced  a  gain on the purchase of our treasury
stock,  as  described  more  fully  in Footnote 11 to our Consolidated Financial
Statements,  "Common  and  Treasury  Stock."

INCOME  TAX  EXPENSE

Our effective tax rate attributable to continuing operations decreased to 32% in
2003  versus  33.9%  in  2002.  The  rate decrease was primarily a result of the
utilization of foreign tax credits and a change in earnings mix from higher rate
tax  jurisdictions  to  lower  rate  tax  jurisdictions.

EARNINGS  FROM  CONTINUING  OPERATIONS

Earnings  from  continuing operations before the cumulative effect of accounting
change  increased  54%  in  2003 versus 2002. On a currency adjusted basis, this
increase  was  43.4%.  The  year-over-year  increase  was the result of a higher
gross  profit  margin  and  lower interest expense in 2003 than in 2002, coupled
with an increase in other income of $6,965, resulting from the factors discussed
above.

DISCONTINUED  OPERATIONS

On  December  9, 2003, we divested our share in Eurocir, a printed circuit board
manufacturer  located  in  Europe,  which  represented  significantly all of our
electronics  manufacturing  segment.  Accordingly,  the  sale  was accounted for
under  Financial  Accounting  Standard No. 144, Accounting for the Impairment or
Disposal  of  Long-Lived Assets (FAS No. 144), as a discontinued operation.  The
operating  results and cash flows from operations have therefore been segregated
from  the  financial  results  of  continuing  operations  in  our  consolidated
statements of earnings and consolidated statements of cash flows for all periods
presented.

The  sales  price  of  $5,000 consisted of $3,000 of consideration received upon
closing  and  $2,000  of interest-bearing notes due in 2009.  As of December 31,
2004,  and  2003, $2,000 was included in other long-term assets related to these
notes.

The amounts segregated from continuing operations in our consolidated statements
of  earnings  consisted  of  the  following:


<TABLE>
<CAPTION>



<S>                                                  <C>                         <C>
                                                                   YEAR ENDED
                                                     DECEMBER 31, 2003    DECEMBER 31, 2002

Net sales . . . . . . . . . . . . . . . . . . . . .  $           78,747   $           80,485

Loss before income taxes and minority interest. . .  $             (940)  $          (33,674)
Income tax (expense) benefit. . . . . . . . . . . .                 (12)              11,666
Minority interest . . . . . . . . . . . . . . . . .                   -                 (120)
                                                     -------------------  -------------------
Loss from discontinued operations before
gain on sale. . . . . . . . . . . . . . . . . . . .                (952)             (22,128)
Gain on sale of discontinued operations, net of tax               6,544                    -
                                                     -------------------  -------------------
Discontinued operations, net of tax . . . . . . . .  $            5,592   $          (22,128)
                                                     ===================  ===================
</TABLE>


Included  in discontinued operations for the year ended December 31, 2003, was a
pre-tax gain on disposal of discontinued operations of $5,630 with a tax benefit
of  $914  resulting  in  an  after-tax  gain  of  $6,544, recorded in the fourth
quarter.  Included  in  discontinued  operations for the year ended December 31,
2002,  was  a  pre-tax  charge of $27,389 for goodwill impairment and $7,000 for
other  asset  impairment  recognized  pursuant  to  the  provisions of Financial
Accounting Standard No. 142, Goodwill and Other Intangible Assets (FAS No. 142),
and  Financial  Accounting  Standard  No.  144, Accounting for the Impairment or
Disposal  of  Long-Lived  Assets  (FAS  No.  144),  respectively.

NET  EARNINGS

Net earnings increased significantly year-over-year.  The loss from discontinued
operations was significantly higher in 2002 versus 2003 due to asset impairments
as discussed above in 2002 which increased the loss, versus a gain from the sale
of  these  operations  in  2003.  Interest  expense  was lower due to lower debt
balances.  Also  contributing  to  year-over-year increases in net earnings were
improved gross margins and decreases in operating expenses and cost of sales due
to  cost-reduction  initiatives  such as plant closures and headcount reduction.
Additionally,  in  2003  we  recognized  a benefit from the cumulative effect of
change  in  accounting  principle related to outstanding options to purchase our
own  stock.


<PAGE>
DILUTED  EARNINGS  PER  SHARE

In  addition  to  the  factors above, diluted earnings per share were positively
impacted  by  the  repurchase  of  over 2,200 shares of our stock during 2003 as
described  more  fully  in Footnote 11 to our Consolidated Financial Statements,
"Common  and Treasury Stock."  This resulted in lower average shares outstanding
in  2003  compared  to  2002.

OTHER  COMPREHENSIVE  INCOME

Other  comprehensive income increased by $61,445 for the year ended December 31,
2003  compared  to the previous year.  This increase is a result of the increase
in  net  earnings  described  above, an increase in foreign currency translation
adjustment  recognized  during the year and an increase in the amount of minimum
pension liability recognized.  We hold assets that are denominated in currencies
that  have  been  strengthening against the U.S. dollar over the last two years,
primarily  the  Euro,  British  Pound  Sterling  and  the  Japanese  Yen.  The
strengthening  in 2003 was greater than the strengthening in 2002 which resulted
in  a  larger amount of foreign currency translation being recognized this year.
Changes  in  actuarial  assumptions  in  2002  caused  a decrease in the minimum
pension  liability  recognized  in  that  year.

<TABLE>
<CAPTION>


LIQUIDITY  AND  CAPITAL  RESOURCES

The table below summarizes our cash flows for the years ended December 31, 2004,
and  2003:


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

<PAGE>
                                            2004       2003     VARIANCE
Cash provided by (used in):
Continuing operations . . . . . . . . .  $85,277   $ 94,552   $  (9,275)
Discontinued operations . . . . . . . .        -     (3,135)      3,135
                                         --------  ---------  ----------
Total Operating Activities. . . . . . .   85,277     91,417      (6,140)
Investing Activities. . . . . . . . . .   (8,534)    (5,704)     (2,830)
Financing Activities. . . . . . . . . .   (4,017)   (57,972)     53,955
Effect of exchange rate changes on cash    3,809      1,534       2,275
                                         --------  ---------  ----------
Net change in cash. . . . . . . . . . .  $76,535   $ 29,275   $  47,260
                                         ========  =========  ==========
</TABLE>


The  majority  of  our  liquidity is derived from cash produced from operations.
Our  cash  flow  provided by operating activities was $85,277 during 2004, which
was  a  $6,140 decrease from cash provided in the previous year.  Year-over-year
changes in cash flow from operating activities were driven by the cash impact of
discontinued  operations and changes in tax assets and liabilities, inventories,
and  accounts receivable.  In 2003, cash used in discontinued operations had the
effect  of  decreasing  net  cash  provided  by  operating activities by $3,135.
Excluding  the  effect  of  discontinued  operations, cash provided by operating
activities  decreased  $9,275  or  nearly  10%,  year-over-year.  Tax  planning
strategies  in 2004 reduced the negative impacts of tax activities on cash flows
in  2004  when  compared to 2003.  Inventories and accounts receivable increased
during  2004  as a result of increased sales activity in the year in contrast to
2003,  when  proactive  working  capital  measures  had  the  effect of reducing
inventories  and  other  current  accounts.

Cash  used  in investing activities increased $2,830 for the year ended December
31,  2004,  when  compared with the previous year.  2003 benefited from proceeds
from the disposition of our Electronics Manufacturing segment, as described more
fully  in  Footnote  16  to our Consolidated Financial Statements, "Discontinued
Operations."  In  2004,  we earned higher proceeds from fixed asset dispositions
due  in  large  part  to  the  sale  of  equipment  formerly associated with our
Electronics Manufacturing segment for approximately $1,700, as described further
in  Footnote  4  to  our Consolidated Financial Statements, "Property, Plant and
Equipment."

On  May  7, 2003, we purchased 1,350,000 shares of our own stock from one of our
shareholders for approximately $30,500.  On September 22, 2003, we purchased all
of the remaining shares owned by that shareholder for an additional $21,293.  As
a  result,  our  net  cash  used in financing activities decreased significantly
during  the  2004  year  compared with the prior year.  Excluding the effects of
these  purchases,  net cash used in financing activities decreased approximately
$2,200  year-over-year.  This  change  was  driven by higher net debt repayments
during  2003  compared  with  2004.

We  increased our quarterly dividend from $0.02 to $0.03 in the third quarter of
2003.  The  dividend  was increased again in the first quarter of 2004 to $0.04,
bringing  our  annual  dividend to $0.16 per share from $0.10 per share in 2003.
However,  due to the timing of dividend funding, cash dividends paid during 2004
were  consistent  with  those  paid  in  2003.

The  Board  of Directors from time to time authorizes the purchase of issued and
outstanding  shares  of  MacDermid, Inc.'s common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any  future  repurchases  by  us  will  depend on various factors, including the
market  price  of  the  shares,  our business and financial position and general
economic  and  market  conditions.  Additional  shares acquired pursuant to such
authorizations  will  be  held  in  our treasury and will be available for us to
issue  various  corporate purposes without further shareholder action (except as
required  by applicable law or the rules of any securities exchange on which the
shares are then listed).  At December 31, 2004, the outstanding authorization to
purchase  approximately  798,280  shares  would  cost  approximately  $28,818.

We  believe  that we have the financial flexibility to deliver shareholder value
while  meeting  our  contractual obligations.  Future estimated contractual cash
commitments for the years subsequent to December 31, 2004, are summarized in the
following  table:

<TABLE>
<CAPTION>



<S>                             <C>       <C>      <C>       <C>      <C>
                                          LESS THAN.  2-3      4-5    AFTER 5
                                  TOTAL. . 1 YEAR    YEARS    YEARS     YEARS
                                --------  -------  --------  -------  --------
Long-term debt . . . . . . . .  $301,632  $     -  $      -  $   132  $301,500
Semi-annual bond interest. . .   192,584   27,512    55,024   55,024    55,024
Capital leases . . . . . . . .       824      264       396       54       110
Operating leases . . . . . . .    21,651    6,838     7,082    3,493     4,238
Pension funding requirements .    33,500    5,500    14,000   14,000         -
Purchase obligations and other     1,943    1,943         -        -         -
                                --------  -------  --------  -------  --------
Total contractual cash
commitments. . . . . . . . . .  $552,134  $42,057  $ 76,502  $72,703  $360,872
                                ========  =======  ========  =======  ========
</TABLE>

As  of  December  31, 2004, we had cash and cash equivalents of $137,829 and net
working  capital  of  $260,103.  At  December  31,  2003,  we  had cash and cash
equivalents  of  $61,294  and  net  working  capital of $179,692.  Excluding our
non-monetary items (prepaid expenses and deferred taxes) our working capital was
$231,617 as of December 31, 2004, compared to $148,595 at December 31, 2003.  We
have a long-term credit arrangement, which consists of a combined revolving loan
facility  that  permits  borrowings,  denominated  in  U.S.  dollars and foreign
currencies, of up to $50,000.  There has been no balance outstanding or activity
on this revolving loan facility for any of the periods presented.  We have other
uncommitted  credit  facilities  which  presently  total  approximately $42,400.
The  following  table reflects our ability to fund both our required obligations
and  our  shareholder  growth  initiatives for 2005, using our current financial
resources:

<TABLE>
<CAPTION>



<S>                                                          <C>

Cash and cash equivalents as of December 31, 2004 . . . . .  $137,829
Other net current monetary assets and liabilities as of
December 31, 2004 . . . . . . . . . . . . . . . . . . . . .    93,788
                                                             --------
                                                              231,617

Available borrowings under revolving loan facility. . . . .    50,000
Availability under other uncommitted credit facilities. . .    42,400
                                                             --------
    Total cash available and potentially available. . . . .   324,017

Contractual cash commitments due in next year . . . . . . .    42,057
Expected 2005 capital expenditures. . . . . . . . . . . . .    15,000
Expected 2005 dividend payments . . . . . . . . . . . . . .     7,264
                                                             --------
    Excess of cash available and potentially available over
requirements. . . . . . . . . . . . . . . . . . . . . . . .  $259,696
                                                             ========
</TABLE>

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, 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.  We estimate the range
of  cleanup  costs  at  the  Canning  sites  between  $2,000 and $5,000 and have
recorded  a  $3,300  accrual  (comprised of the foregoing $1,700 reserve and the
$1,600  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 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 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:

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 our
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.

FORWARD-LOOKING  STATEMENTS

This  report and our other reports include forward-looking statements within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  relate  to analyses and other information that is based on forecasts
of  future  results  and  estimates  of  amounts  not  yet  determinable.  These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.

The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and  beliefs concerning future events affecting us and are subject
to  uncertainties  and  factors  relating  to  our  operations  and  business
environment,  all of which are difficult to predict and many of which are beyond
our  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements.

The  following  factors  are among those that may cause actual results to differ
materially  from  the  forward-looking  statements:

Risk  in  foreign  markets
Approximately  60%  of our sales and gross profit in 2004 was contributed by our
foreign-based  subsidiaries.  As  such,  we  are highly subject to various risks
inherent  to  conducting business outside of our country of domicile, including,
but not limited to, the impact of social and economic instability in some of the
countries  in  which  we  do  business  and  impacts  of  governmental change or
governmental  instability  in  some  regions  in  which our products are sold or
produced.  Most  notably,  we  operate  in  challenging  environments  that  are
experiencing  periods  of rapid social and political change in countries such as
China,  Mexico, Brazil, and other Latin American and Asian countries.  Likewise,
because  we  do not hedge our foreign currency translation risks, our results of
operations  could be significantly impacted on a U.S. dollar basis from relative
strengthening  or  weakening  of  the  dollar  against  other  currencies.

Acquisitions  and  dispositions
We have in the past and may in the future make strategic acquisitions or dispose
of  portions  of  our business.  We do not receive any assurance with respect to
these  transactions  that  we will be successful in realizing our objectives, or
that  realization  may  not take longer than expected, or that there will not be
unintended  adverse  consequences  to  the  completion  of  these  transactions.

Supply
We  are subject to increases in raw materials prices and periodic limitations in
the  availability  of  materials needed to manufacture goods.  These factors may
disrupt  our  supply  chain  and  may  have  an  adverse effect on our financial
results.

Technology
We rely on our patents and trademarks and the protection that these intellectual
property  rights  provide  to  us for our financial stability and future growth.
Successful  defense  of  these  rights  is  paramount  to  our  future  success.
Likewise,  our success in developing and implementing new technologies and other
intellectual  property  will  have  a significant effect on our future financial
results.

Products  and  Sales
We  operate  in  a  fast-paced  industry  that  relies  on  new technologies and
successful  new  product implementation for financial success and stability.  We
cannot  be  assured  that we will have success in developing and introducing new
products,  nor  can we be assured of their success in the marketplace. Likewise,
we  may  experience  a  shift  in  our  sales  mix from more- to less-profitable
products  which  we  are  not  able  to  anticipate.

Environmental  and  Legal  Risk
The  nature  of  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 related to
the  disposal  of  hazardous  materials.  We  have  been  named as a potentially
responsible  party at two Superfund sites in the United States and are currently
subject  to  environmental  investigations  and/or cleanup activities at various
other  sites in the midwestern and eastern portions of the United States.  These
matters  are  more  thoroughly  described in our discussion of environmental and
legal  matters in the Footnotes to our Consolidated Financial Statements.  While
we  do  not  expect  that  current litigation will have a material impact on our
results  of  operations, ultimate costs of cleanup could vary significantly from
our  estimates.  Likewise,  we  are  not  able  to  predict  or anticipate other
litigation  or  cleanup  costs  at contaminated sites not currently known to the
company.

We  are  also subject to litigation in the normal course of business.  The costs
and  other  effects  of pending litigation and administrative actions against us
cannot be determined with certainty.  While management does not believe that any
current  proceedings  will have a material adverse effect on our business, there
can  be  no  assurance that the outcome of such proceedings will be as expected.
Please  refer  to  Footnote  14  in  our  Consolidated  Financial  Statements.

All  forward-looking  statements should be considered in light of these factors.
We  undertake no obligation to update forward-looking statements or risk factors
to  reflect  new  information,  future  events  or  otherwise.

CRITICAL  ACCOUNTING  ESTIMATES

In preparing our Consolidated Financial Statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
make  estimates and assumptions that effect reported amounts in our consolidated
financial  statements.  Management  uses  their  best  judgment  based  on their
understanding  and  analysis  of  the  relevant  circumstances  to  reach  these
decisions.  These  judgments,  by  nature,  are subject to an inherent degree of
uncertainty.  Accordingly,  actual  results  could differ significantly from the
estimates  applied.  Management  has  reviewed our critical accounting estimates
with  our  Audit  Committee  and  our  Board  of  Directors.

Our  critical  accounting  estimates  include  the  following:

Allowance  for  doubtful  receivables:  We  maintain  an allowance for estimated
credit  losses based upon our historical collections experience and any specific
customer collection issues that we have identified through continuous monitoring
of customer collections and payments.  Historically, our provisions for such bad
debts  based on historical experience have adequately matched actual experience,
however,  there  is  no  guarantee  that we will continue to experience the same
credit  loss  rates  as in the past.  Further, we are not able to predict future
changes  in  the financial condition of our customers.  If circumstances related
to  our  customers  deteriorate or if credit loss rates change considerably from
past  experience,  our  estimates of the recoverability of our trade receivables
could  be  materially  affected,  we  may  be  required  to  record  additional
allowances.  During  the  years  ended  December  31,  2004,  2003  and 2002, we
recorded  an  allowance  for  doubtful receivables of $3,562, $2,606 and $4,773,
respectively  in  the  selling, technical and administrative expense line on our
Consolidated  Statements  of  Income.

Reserve for obsolete inventories: We value inventory at lower of average cost or
market  and  maintain  a  reserve for estimated inventory obsolescence, which is
regularly  reviewed  by  management. Our calculation of the reserve for obsolete
inventories considers historical write-offs, customer demand, product evolution,
usage  rates  and  quantities  of  stock on hand.  Based on this information, we
reserve  against  obsolete  and  slow-moving inventory up to the inventory's net
realizable  value.  Significant  changes  in any of the factors used to estimate
this  allowance  could  materially  affect  our  allowance and may require us to
record additional reserves, which are expensed through the cost of sales line in
our  consolidated  statements  of  income.  Historically,  our  reserve has been
adequate  to  cover  actual  expense.  During the years ended December 31, 2004,
2003  and  2002,  we held reserves of $15,274, $16,179 and $16,292, respectively
related  to  our  inventories.

Goodwill  and intangible assets:  We evaluate the carrying value of our goodwill
and  indefinite-lived intangible assets annually, or more often if circumstances
warrant,  in accordance with Statement of Financial Accounting Standard No. 142,
Goodwill  and Other Intangible Assets (FAS No. 142).  Our evaluations require us
to  estimate  future  cash  flows  to  be  generated  by  our  goodwill  and
indefinite-lived  intangible  assets  in  order  to assess the recoverability of
these  assets.   This  process  requires  us  to  make significant judgments and
assumptions  about  future  business  conditions,  including future revenues and
discount  rates,  based upon the best information available to us at the time of
the  assessment.  Changes  in  any  of  the  assumptions  we  use to perform our
impairment  testing  could  have  a  material  effect  on  our assessment of the
recoverability of these assets, and could thereby require us to write down these
assets  to  our  estimated  net  realizable  value.  If  an asset is found to be
impaired,  the impairment would be recorded in the operating expense line on our
consolidated  statements  of  income.  In  2002, we recorded a charge of $982 in
general and administrative expense to write off goodwill in our ASF segment that
was  no longer supported by our discounted cash flow analysis.  Also included in
discontinued  operations for 2002 were pre-tax charges of $27,389 for a goodwill
impairment  recognized  pursuant to the provisions of FAS No. 142.  We performed
goodwill  and  intangible  asset  impairment  testing  during  our fourth fiscal
quarter  of  2004  and  determined  that  no balance was impaired.  Based on our
annual  assessment,  we  do  not  expect  that  any impairments are forthcoming.

Joint  ventures:  We  hold interests in various other entities which manufacture
products similar or complimentary to our products. We generally apply the equity
method  of  accounting  to  investments where we own 20% or more of the entity's
equity  and where we do not exercise significant influence.  Our share of income
from these joint ventures is recorded in the miscellaneous income (expense) line
of  the  consolidated  statements of income.  Management regularly evaluates the
recoverability  of  these  investments.  If there is significant doubt about our
ability  to  recover our investment, we impair or reserve against the investment
in miscellaneous income (expense) in our consolidated statements of income up to
the  asset's  estimated  realizable  value.  The  value  of  the investments and
impairments  related  to  these  ventures  have  historically  been  immaterial.

Income  taxes:  As of December 31, 2004, 2003 and 2002, we recorded deferred tax
assets  related  to  income tax loss carryforwards, investment credits and other
items  of $84,476, $101,782 and $93,938, respectively.  These assets were offset
by  valuation allowances of $11,952, $17,246, and $14,103, respectively, thereby
resulting  in net deferred tax asset of $72,524, $84,536, $79,835 for each year.
We determine our income tax valuation by considering multiple factors, including
the  tax  jurisdiction,  the  carryforward  period,  and our income tax planning
strategies.  We  record a valuation allowance when, based on available evidence,
we  conclude that it is more likely than not that a portion or all of a deferred
tax  asset  will  not  be  realized.  This  valuation  allowance  could  change
significantly  if  tax  laws  change  in  any  of  the jurisdictions where we do
business  or  if any of our assumptions used in the calculation of the allowance
change  significantly.  We  cannot  reasonably  foresee any of these changes and
base  our  valuations  on  best  evidence  at  the  time  of  the  assessment.

Environmental and Other Legal Matters:  The nature of our business exposes us to
the  risk  of liability of claims with respect to environmental cleanup or other
matters, including those in connection with the disposal of hazardous materials.
As  such, from time to time, we are subject to costs associated with the cleanup
of  various  contaminated  sites  (See Footnote 14 to our Consolidated Financial
Statements, "Contingencies, Environmental and Legal Matters"). Because there are
often  many  parties  that  are held responsible for paying for cleanup, we must
estimate  our  reserve  based  on  the  best  information we have at the time of
assessment.  It  is  our  policy to review environmental issues in light of both
historical  experience and current information and reserve accordingly.   We are
unable  to  predict what our actual costs will be for environmental cleanup with
complete  accuracy.  Significant  changes  in  third  party cleanup estimates or
departures from past experience could have a material impact on our reserves for
environmental  issues.

We  are  also  subject  to  litigation  in  the ordinary course of business (see
Footnote  14,  Contingencies,  Environmental  and  Legal  Matters).

We  reserve for legal and environmental contingencies when a liability for those
contingencies  has  become  probable  and  the  cost is reasonably estimable, in
accordance  with  Statement  of Financial Accounting Standards No. 5, Accounting
for Contingencies (FAS No. 5).  Any significant litigation or significant change
in  our estimates of cleanup costs could materially affect our financial results
and  cause  us  to increase our provision for related costs.  Any provision made
for  these costs are expensed to selling, technical and administrative expenses.
Historically,  our  legal  and  environmental provisions have adequately matched
actual  expense.

Employee  Benefit  Plans:  We  sponsor  a  defined  benefit  pension  plan and a
retirement  medical benefit plan for our domestic employees providing retirement
benefits based upon years of service and compensation levels.  We also sponsored
a  defined  benefit pension plan for our United Kingdom-based employees employed
at our Canning subsidiary that was frozen as of April 6, 1997, when the plan was
converted  from  a  defined  benefit  plan  to a defined contribution plan.  The
projected  benefit  obligations and pension expenses from both of these plans is
dependent  upon various factors such as the discount rate, actual return on plan
assets  and  the funding of the plan.  Management can neither predict the future
interest  rate  environment,  which  directly  impacts  the  selection of future
discount  rates,  nor  predict  future  asset returns that the pension plan will
experience.  Changes  in  these  assumptions will affect current year and future
year  pension  expense  and the projected benefit obligation.  The plan discount
rate  assumption  was changed to 6.0% in 2004 from 6.25% in 2003 and the rate of
compensation  increase assumption was changed to 4.5% in 2003 from 5.0% in 2002.
The  net  effect  of  changing  these  assumptions  resulted  in  an increase of
approximately $1,600 in the projected benefit obligation and is expected to keep
pension  expense flat in 2005.  Management estimates that a 100 basis point drop
in  the  discount rate for the valuation at December 31, 2004, will increase the
plan's  projected  benefit  obligation  by approximately $2,000 and increase the
plan's  pension expense by approximately $1,500.  However, these increases could
be offset by other factors such as favorable asset experience or additional cash
contributions  to  the  plan.

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:  April  13,  2005                            /s/  Daniel  H.  Leever
                                                   -----------------------

                                                        Daniel  H.  Leever
                                                         Chairman  and
                                                 Chief  Executive  Officer


Date:  April  13,  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

<PAGE>