EXHIBIT 13
                 MACDERMID'S 2002 ANNUAL REPORT TO STOCKHOLDERS
<TABLE>
<CAPTION>

KEY  OPERATING  METRICS
(In  thousands,  except  per  share  amounts)


<S>                                         <C>            <C>               <C>       <C>         <C>
                                                            (unaudited) (1)
                                            Twelve         Twelve
                                            Months Ended   Months Ended      Twelve    Months      Ended
                                            December 31,   December 31,                March 31,
                                                     2002             2001       2001        2000      1999
OPERATING RESULTS
------------------------------------------  -------------  ----------------  --------  ----------  --------
Net sales. . . . . . . . . . . . . . . . .  $     687,561  $       745,653   $794,776  $  758,080  $612,801
Gross profit . . . . . . . . . . . . . . .  $     282,767  $       289,825   $335,566  $  343,386  $286,429
Net earnings (excluding impairment,
restructuring and merger charges) (2). . .  $      33,401  $        27,056   $ 42,980  $   50,210  $ 55,626
Diluted earnings per common share
(excluding impairment, restructuring, and
merger charges) (2). . . . . . . . . . . .  $        1.03  $          0.84   $   1.33  $     1.55  $   1.72
Net earnings (loss). . . . . . . . . . . .  $       9,349  $       (24,300)  $ 34,804  $   45,358  $ 55,626
Diluted earnings (loss) per common share .  $        0.29  $         (0.77)  $   1.07  $     1.40  $   1.72

FINANCIAL POSITION AT YEAR END
------------------------------------------  -------------  ----------------  --------  ----------  --------
Working capital. . . . . . . . . . . . . .  $     139,510  $       140,270   $125,689  $  133,318  $117,643
Current ratio. . . . . . . . . . . . . . .            1.9              1.8        1.5         1.7       1.6
Total assets . . . . . . . . . . . . . . .  $     707,893  $       790,885   $884,825  $  790,492  $737,289
Total debt . . . . . . . . . . . . . . . .  $     323,167  $       412,363   $472,884  $  411,258  $410,081
Common shareholders' equity. . . . . . . .  $     217,738  $       203,431   $230,669  $  213,254  $163,350
Total debt as a percent of total
capitalization . . . . . . . . . . . . . .           60.0             67.0       67.2        65.9      71.5

OTHER DATA
------------------------------------------  -------------  ----------------  --------  ----------  --------
Return on sales (%) (excluding
impairment, restructuring and merger
charges) (2) . . . . . . . . . . . . . . .            4.9              3.6        5.4         6.6       9.1
Return on average common equity (%)
(excluding impairment, restructuring and
merger charges) (2). . . . . . . . . . . .           15.9             12.5       19.4        26.7      41.3
Cash provided by operations. . . . . . . .  $     126,193  $       102,970   $ 59,070  $   59,834  $ 80,456
Capital expenditures (net) . . . . . . . .          4,387           14,214     15,653      23,398    19,935
                                            -------------  ----------------  --------  ----------  --------
Owner earnings (3) . . . . . . . . . . . .  $     121,806  $        88,756   $ 43,417  $   36,436  $ 60,521
                                            =============  ================  ========  ==========  ========

<FN>

(1)  Includes  the  fourth  quarter  from  the  fiscal  year ended March 31, 2001 for the operating results
unaudited  column.
(2) Net earnings excluding impairment, restructuring and merger charges, net of related tax effects ("NEE")
is  not  intended  to  represent  net  earnings as defined by generally accepted accounting principles.  It
should  not  be used as an alternative to net earnings as an indicator of operating performance and may not
be comparable to similarly titled measures used by other entities.  Management believes NEE is a meaningful
measure  of  the  Corporation's  underlying  results  of operations.  Return on sales and return on average
common  equity  incorporates  NEE  as  the  basis  for  these  calculations.
(3)  Represents  cash  flow  from  operations,  less  net capital spending.  Management believes that Owner
Earnings  portrays  a  meaningful  measure  of  the  impact of free cash flow, which is an important factor
towards  the  growth of intrinsic shareholder value over time.  Owner Earnings is not intended to represent
cash flow from operations as defined by generally accepted accounting principles.  It should not be used as
an  alternative  to  net  income  as an indicator of operating performance or to cash flows as a measure of
liquidity  and  may  not  be  comparable  to  similarly  titled  measures  used  by  other  entities.
</TABLE>




MESSAGE  TO  SHAREHOLDERS


Dear  Shareholders,
What a difference a year makes!  Last year we commented about surviving the "100
year  flood".  We  ended  2002 with zero balance on our senior bank revolver and
$32  million  in cash in the bank.  Granted, we still have $301 million in bonds
due  in  2011 and a small amount of joint venture debt, but in two years we went
from  $475  million in senior debt to essentially zero.  The biggest contributor
to 2002's lower debt balance was $121.8 million in Owner Earnings (OE) generated
during  the  year.  After the end of the year, our Board of Directors approved a
million  share  repurchase  authorization.  Yes,  a year makes a big difference.

THE  RAW  NUMBERS.  2002 revenues were $687.6 million compared to $745.7 million
in  the  comparable prior period.  Earnings before charges were $36.1 million or
$1.12 per share compared to $27.2 million or $.84 on the same basis in the prior
year.  After  charges,  earnings  were  $9.3 million compared to a loss of $24.3
million  in  the  prior  year.  Owner  Earnings  of $121.8 were up 37% from last
year's  record.

One  look at the revenues will tell you the external environment continued to be
difficult. The worldwide printed circuit market was depressed all year and there
has been no sign of recovery.  Industrial production in Europe and North America
-  where  75% of our revenues are derived was anemic all year.  The printing and
publishing  industry  experienced  another  poor year.  Like most companies that
serve the industrial economy, the reality is that we tend to follow the external
environment,  at  least generally.  This is especially true now because we spent
the last two years focusing on surviving, not growing.  OK, not surviving in the
literal sense, but insuring that we would come out the other end of the 100 year
flood  with  our  options  intact.  I  would  like  to  be  able  to say we were
successful generating cash, lowering costs, AND focusing on growing, but alas we
were  not.  I  was  unable  to take my eye off the "ensure we survive" ball long
enough  to  give  attention  to  anything  else.  And  like  it  or  not,  this
organization  tends  to  focus  on  what  I  do.

I  believe  our focus over the last two years was appropriate.  We practiced the
adage,  "In order to have a brilliant future, first you have to be sure you have
a  future".  Clearly  some of our competitors fared much worse.  Several of them
had  to  take  dramatic  measures including bankruptcy - and serious shareholder
dilution that verged on bankruptcy - to "survive".  The bottom line is I believe
2002  is  yet  another  testament  to  the  strength  of MacDermid's culture and
business  model.  We generated $121.8 million in cash in the midst of one of the
toughest  market  environments  I  have  ever  seen.

A  COMMENT  ON  WEIGHING  VS. VOTING:  Many of our shareholders know we are long
time  followers  of  what  I  call "Buffett Principles", taken from the business
philosophies  of  Warren  Buffett.  An  important  Buffett principle is, "In the
short  term  the  stock  market is a voting machine and in the long term it is a
weighing  machine".  This  means  that at any given point in time the market may
overreact  in  it's valuation of a particular stock, either too high or too low.
In  the  case  of  the late 90's bubble it overreacted towards the whole market.
Just  because the market says the dot com is worth so much "per hit", it doesn't
mean it is so - long term.  A business model that generates no cash over time is
valueless.  Further  this  principle holds that over time, financial performance
and market value tend to converge.   This principle is what drives our cash flow
discipline.  Frankly  I wouldn't take great comfort if I thought I had to depend
on  Wall  Street  to  "vote"  on  our relative success.  Our cash flow in effect
allows  us to take matters into our own hands.  Here's an overly simple example.
Say  we  generate $60 million in free cash flow per year for the next ten years.
At  the  end of ten years we would have $600 million in cash in the bank.  Today
our  market  cap  is  a  little  over $600 million.  Do you think all else being
equal,  our  market value would still be $600 million, or equal to only the cash
in  the  bank?  Not  likely.  Regardless of how depressed Mr. Market felt at the
time,  one would assume the more objective 'weighing' would have to take over at
some  point.  Maybe a better way to look at it is as follows.  Assume Mr. Market
was depressed for the whole 10 years, our stock price never moved, and we simply
took  the  cash and bought back our stock each year. In ten years there would be
one  share left that generated $60 million in free cash!  I think Mr. Market, no
matter  how  depressed he was, would offer more than $20 for $60 million in cash
flow!  So,  we believe that it is a mathematical certainty that if we perform we
will  be  rewarded over time.  The end result is called intrinsic value, defined
as  the  total amount of cash that can be taken out of a business over its life,
valued  in  today's  dollars.  The  above  example is admittedly superficial and
overly  simplistic.  However,  we have run detailed and sophisticated models and
firmly  believe  our  future  is  very  bright,  even  using  very  conservative
assumptions.  There  is  simply  no peer company of any size large or small that
comes  anywhere  close  to  our  cash  flow  performance.   If you want proof, I
recommend you spend the money to come to our meeting for interested shareholders
and  investors  in Omaha, Nebraska on May 2.  At this meeting we will go through
the detailed models and attempt to compare relative valuations over time between
our  model  and  a  traditional  model.

CASH FLOW.  What drives cash flow?  As we have such a strong orientation towards
intrinsic  value  which  is  driven  by cash flow, I believe it is worthwhile to
spend a little more time on the subject.  The most important driver of cash flow
is  earnings.  It would be very difficult to generate exceptional cash flow over
time  without  earnings.  However,  earnings don't guarantee cash flow.  Another
very  important  driver  of cash flow is capital expenditures, that is, the cash
spent  for  large items like land, buildings, equipment etc.  From an accounting
standpoint,  you  spend  the  money up-front for the asset, and then amortize or
expense  it  over  its useful life.  So whereas you might have "earnings" of $10
million  in  a  given year, if you spend $10 million in capital expenditures you
actually generate no cash at all.  The last large driver of cash flow is working
capital or the funds needed to support revenue.  The way most businesses sell to
other  businesses  is  on  credit.  In  this  case, you sell and ship a product,
recognize a profit, but until the invoice is actually paid you generate no cash.
Additionally  when  you  sell  more,  you usually need to have more inventory to
support the higher sales.  For MacDermid historically we needed 30 cents or more
in working capital for every dollar in increased sales.  Over the last two years
we  have  brought  that  number  down  to more like 25 cents.  But nevertheless,
unless  you  earn  incremental  after  tax  profits  of 25 or 30 cents for every
incremental  dollar  in sales growth (very unlikely), you will have to invest in
working  capital  in  excess  of  the increased profits.  This year it worked in
reverse.  Our  sales  went  down  and therefore we had to invest less in working
capital.  That  is why the $121.8 million in free cash flow cannot be used in an
intrinsic  value  calculation.  It is simply not sustainable.  If we analyze our
cash flow this year we find that out of the $121.8 million in Owner Earnings $53
million  came  from  less  working capital.  Of the $53 million, $17 million was
simply  a  result  of lower sales.  An additional $38 million came from reducing
our  investment  in  inventory  and  receivables  even  more than the decline in
revenues.  Last  year  we  set  an  objective  of  improving our working capital
management and these are gratifying results.  We believe there is still room for
improvement,  but  not at as fast a rate.  In 2002 we spent $4.4 million net, in
capital expenditures.  That is frugal!  For next year our OE will greatly depend
on  the  external  environment.  If  revenues  improve  we  will  have to invest
modestly more in working capital than the additional profits generated.  We will
certainly  spend  more in 2003 in capital expenditures, more on the order of $10
to  $12 million.  If we have to invest to support revenue growth, Owner Earnings
could  very  well be dramatically lower than 2002.  All else being equal between
2002  and 2003 (including revenues), simple math indicates OE will be reduced by
most  of  the  $53  million  in  lower  working  capital, and the higher capital
expenditures  of  say  $8  million.  So best case our OE next year might come in
around $60 million.  If revenues and earnings go up, which we sure hope, OE will
be  even  less  short  term.  "Isn't  lower  OE  a  bad  thing",  you  ask?  Not
necessarily.  If  OE  is  temporarily  reduced to fund growth in working capital
that  leads to more free cash flow in the future, that can be a good investment.
The  key  is  that  the future higher cash flow must be sufficient to offset the
lower  future  value  of  a  dollar  compared to the current value that is being
invested.

USE OF CASH.  As mentioned above the Board of Directors approved a million share
repurchase  authorization.  I  view  share  repurchases  as  a  very  attractive
alternative  to other investments, in many cases.  In 1994 we bought back 25% of
our shares outstanding for $30 million.  Whereas I view the current situation as
similarly  attractive,  we  are  in  a  very  different situation from a capital
structure  standpoint.  We have a stated target for debt not to exceed 2.5 times
cash flow.  We ended the year about on target.  That means we have choices about
future  cash  flow as we generate it.  Given the low capital investment required
in  our  business, we could consider increasing dividends, buying back stock, or
making  cash  acquisitions.  At  this time dividends are less attractive because
they  are  taxed  twice,  once at the corporate level and again when you receive
them.  In  addition,  dividends are not voluntary, i.e. when we issue dividends,
all  shareholders  must accept them.  In a stock repurchase scheme, you have the
option  of  selling a few shares and maintaining your proportional ownership, or
not  selling  and  increasing  your  stake  in  the  future.  It is important to
understand  that  an  authorization  does  not necessarily mean we will actually
acquire  the  shares.  A  million  shares  may  seem small, but over time, if we
repeat the process, it can add up.  There are some restrictions to acquiring our
own  shares  in our bond covenants as well.  The longer the external environment
remains  difficult,  the  better  the  chances of us being presented with a very
attractive  acquisition  candidate.  It  makes  sense  to  keep some dry powder.

GUTS  TO  FAIL.  In  2002 we took non-cash charges of $39.2 million.  That is on
top  of  $69  million  in 2001.  Is this an admission of failure?  The answer is
absolutely  yes.  In the late 90's we embarked on a purposeful strategic remake.
We believed we had little choice if we were to better ensure our survival from a
generational standpoint.  There is a more detailed discussion of this in the mid
year  shareholders  message reprinted at the back of this report.  MacDermid has
long  had a basic philosophical belief in calculated risk taking called "guts to
fail".  Basically  this  holds  that  one must take risks to gain advantage.  We
judge  ourselves not by our mistakes, but by the end result, in balance.  Here's
how  I  look  at  it.  I  became CEO in 1990.  That year we earned $5.3 million.
Owner Earnings were $5.5 million.  Shares outstanding were about the same as now
adjusted  for  9:1  splits  since then.  In 1998 earnings were $30.5 million and
Owner Earnings were $27.6 million.  2002 earnings (not counting the charge) were
$36.1 million and Owner Earnings were $121.8 million.  By far the most important
question you should ask is, what would earnings have been if we had not embarked
on  the  strategic  remake?  I suggest they would have been back to 1990 levels,
perhaps  worse.  The  fact  that  earnings and cash flow are higher than when we
started  the remake in 1998 is in my humble view an unqualified success. This is
especially  true  given  that  we  are  earning  at  "trough  market  levels".

THE  QUESTION  OF  THE  YEAR.  Is MacDermid a one trick pony?  In other words we
have proven that we can generate cash like no one else, but can we grow?  On the
front  cover  of this report is our corporate strategy in graphic form.  We call
it  the  "bookend  strategy".  The  strategy  holds  that we will preferentially
invest  in  the  bookends  of R&D on the front end, and technical service on the
back  end.  This is what is most important to our customers.  All other costs in
between  the bookends will be controlled very tightly.  It may sound simple, but
execution  is  incredibly  difficult,  especially  for  large  companies  which
represent  most  of our competitors.  In fact, this is a long term strategy.  It
depicts  how we have always made strategic decisions.  "Yes", you ask, "but what
about  your  admission  earlier  that  you obsessed with keeping your eye on the
'survival'  ball"?  It's  true,  we  didn't pay as much attention to pushing the
bookends  as  we  might have.  We did however insure we maintained the bookends.
                                                        ----------
The  vast  majority  of our cost reductions over the last two years were between
the  bookends.  We  ended  this two year period of "surviving" with our bookends
very  much  intact.  We believe we are the only competitor who can say that.  To
emphasize  the  bookends  is  a relatively easy switch in prioritization for us.
Our  R&D as a percent of sales is the highest it has ever been.  We have decided
to  maintain  that  percentage  as  revenues  recover.  We  are  making  modest
organizational shifts emphasizing product line management as opposed to having a
sole focus on geographic P&L management.  The Clan MacDermid is very responsive.
Just  consider  how  they  responded  to  the cost and cash flow orientation.  I
believe  the  Clan will also respond with vigor to our new innovation and market
share gain orientation.  One thing is very clear to me.  Our competitors in many
cases  are  weak.  They  cut costs indiscriminately, in some cases significantly
reducing  the  field  infrastructure.  It  should  be easy pickings.  However, I
remain  cautioned  as  market  share  gain in this business has always been very
difficult.  Customers  are  very  conservative.

SEE  YOU  IN  OMAHA.  As  mentioned  above we will hold a meeting for interested
shareholders  and  investors  in  Omaha,  Nebraska  on May 2, two days after our
normal  annual  shareholders  meeting in Waterbury, Connecticut.  In addition we
will  hold a four day leadership meeting in Omaha at the same time.  One hundred
of our top managers from around the world purchased a $2,000+ share of Berkshire
Hathaway this year in order to attend the meeting.  We will attend the Berkshire
meeting  en  masse  and  then spend a couple of additional days discussing value
creation.  As  much  as  I  respect  Mr.  Buffett  and believe in the "Berkshire
Principles",  the reason we feel so compatible is due to the MacDermid heritage,
most of which was established by my father Harold Leever 50 years ago.  If these
principles  seem  familiar,  it's  because they are the foundation of MacDermid.

SHAREHOLDER  PRINCIPLES.  I  urge  everyone  to  study the MacDermid Shareholder
Principles  printed  on  page  one  of  this  report.  We  take these principles
seriously.  This  year  we  adopted  additional partnership oriented policies to
further  reinforce  our  Philosophy.  Examples  include;
     -    Share retention. The Board of Directors decided to require that 75% of
          the net shares acquired by option or other share plans, after the cost
          of  exercise  and  payment  of taxes, be retained permanently while an
          executive is an active employee. This applies to Directors as well who
          are  compensated  entirely  by  restricted  shares  or  options.
     -    Policy  of  not  repricing options. This should go without saying, but
          just  to  be  clear  we  have  adopted a policy not to reprice options
          without  shareholder  approval.
     -    Formal  establishment  of  a  Lead Director. The Board appointed Quinn
          Spitzer  as  Lead Director charged with chairing meetings of the Board
          when  I  am  not  in attendance, which occurs during a portion of each
          meeting of our Board. He also meets one on one with other directors as
          well as with members of senior management to insure an unfiltered flow
          of  information.
     -    Stock  Options.  We  attempt  to  treat  stock  options  as if we were
          partners  in  a business. Option holders do not gain unless you do. We
          may  have  the  only option plan in existence that is both indexed and
          performance  based. The options have no value unless we perform better
          than the Standard and Poors Specialty Chemical Index. Additionally the
          number  of  options  goes  up  or down depending on our achievement of
          preset  financial  objectives.  You  should  be  cheering  for  us!

CONSERVATIVE  APPROACH  TO  ACCOUNTING.  MacDermid  has  long  believed in being
appropriately  conservative in our reporting and accounting.  The company has no
off balance sheet entities.  We have no debt that isn't shown on our books.  Our
pension  accounting  is  ahead  of  the pack.  You will note that we changed our
assumptions for 2002 for return and discount that based on a recent study put us
in the most conservative 10% of all companies.  We incurred $1 million in higher
pension  expense  in  2002  as  a  result.  The  vast  majority of companies are
changing  assumptions  for  2003.  We  took  the  more conservative approach and
reacted  early.

THE  CLAN  MACDERMID.  Clan  is  the Scottish word for family.  We are a classic
Scottish family, dedicated, scrappy, and committed to the cause.  I'd hate to be
a  competitor of MacDermid.  We just keep on coming at you.  We have the unusual
ability  to  rally  around  the  tartan.  You  as  a shareholder are lucky to be
partnered  with  such  a  fine  group  of men and women.  I am lucky to be their
leader.  We  have  come  through a trying period.  Our strategy going forward is
simple,  the  execution  of  it  is  not.  I  promise  you maximum effort from a
dedicated  Clan  MacDermid.  Wish  us  luck.  Dan


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

MANAGEMENT'S  DISCUSSION  &  ANALYSIS  OF  FINANCIAL  CONDITION
&  RESULTS  OF  OPERATIONS
(In  thousands,  except  share  and  per  share  amounts)
<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS

                                                                               (unaudited)                     (unaudited)
                                                                              Twelve Months    Nine Months     Nine Months
                                                               Year Ended         Ended           Ended           Ended
                                                              December 31,    December 31,     December 31,    December 31,
                                                             --------------  ---------------  --------------  --------------
                                                                  2002            2001             2001            2000
                                                             --------------  ---------------  --------------  --------------
<S>                                                          <C>             <C>              <C>             <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . .  $     687,561   $      745,653   $     533,860   $     582,995
Cost of sales . . . . . . . . . . . . . . . . . . . . . . .        404,794          455,828         326,211         329,593
                                                             --------------  ---------------  --------------  --------------
   Gross profit . . . . . . . . . . . . . . . . . . . . . .        282,767          289,825         207,649         253,402

Operating expenses:
   Selling, technical and administrative. . . . . . . . . .        189,414          198,923         144,119         156,281
   Amortization . . . . . . . . . . . . . . . . . . . . . .          6,226           10,952           6,084          15,774
   Impairment charges                                               35,371           56,602          51,802             ---
   Restructuring costs                                                 ---           22,338          21,264           5,589
   Merger related costs                                                ---              ---             ---           1,473
                                                             --------------  ---------------  --------------  --------------
                                                                   231,011          288,815         223,269         179,117
                                                             --------------  ---------------  --------------  --------------
      Operating profit (loss) . . . . . . . . . . . . . . .         51,756            1,010         (15,620)         74,285
Other income (expense):
   Interest income. . . . . . . . . . . . . . . . . . . . .            608            1,395             802           1,414
   Interest expense . . . . . . . . . . . . . . . . . . . .        (35,833)         (37,952)        (28,291)        (25,587)
   Miscellaneous income                                                690              ---             ---             ---
   Miscellaneous expense. . . . . . . . . . . . . . . . . .         (3,297)          (1,599)         (1,203)         (2,339)
                                                             --------------  ---------------  --------------  --------------
                                                                   (37,832)         (38,156)        (28,692)        (26,512)
                                                             --------------  ---------------  --------------  --------------
Earnings (loss) before income taxes and minority interests.         13,924          (37,146)        (44,312)         47,773
Income tax (expense) benefit. . . . . . . . . . . . . . . .         (4,455)          12,956          15,510         (17,581)
Minority interests                                                    (120)            (110)           (110)            ---
                                                             --------------  ---------------  --------------  --------------
   Net earnings (loss). . . . . . . . . . . . . . . . . . .  $       9,349   $      (24,300)  $     (28,912)  $      30,192
                                                             ==============  ===============  ==============  ==============

Earnings (loss) per share:
   Basic. . . . . . . . . . . . . . . . . . . . . . . . . .  $        0.29   $        (0.77)  $       (0.91)  $        0.97
                                                             ==============  ===============  ==============  ==============
   Diluted. . . . . . . . . . . . . . . . . . . . . . . . .  $        0.29   $        (0.77)  $       (0.91)  $        0.93
                                                             ==============  ===============  ==============  ==============
Weighted average number of common
  shares outstanding:
     Basic. . . . . . . . . . . . . . . . . . . . . . . . .     32,220,066       31,719,065      31,911,570      31,132,118
                                                             ==============  ===============  ==============  ==============
     Diluted. . . . . . . . . . . . . . . . . . . . . . . .     32,475,155       32,386,989      32,381,519      32,402,219
                                                             ==============  ===============  ==============  ==============
</TABLE>

CONSOLIDATED  OVERVIEW
IN  2002,  MACDERMID,  INCORPORATED  (THE CORPORATION), COMPLETED ITS FIRST FULL
FISCAL  YEAR  ENDING  DECEMBER 31ST.  AFTER RESHAPING ITS BUSINESS SEGMENTS OVER
THE  PAST  THREE  YEARS  THROUGH  A  SERIES  OF  MERGER  AND  ACQUISITIONS  AND
RESTRUCTURINGS,  THE  CORPORATION  EXPERIENCED  A  SETTLING YEAR IN 2002 WITH NO
ACQUISITION,  DIVESTITURE  OR  MAJOR  RESTRUCTURING OCCURRING.  THE FOCUS OF ALL
BUSINESS  SEGMENTS,  IN  EVERY  GEOGRAPHIC  REGION,  WAS A CONCENTRATION TOWARDS
GENERATING  MAXIMUM  CASH  FLOWS.  AS  A RESULT, THE CORPORATION COMPLETELY PAID
DOWN BORROWINGS UNDER ITS REVOLVING CREDIT FACILITY.  CASH FLOWS FROM OPERATIONS
OF $126,193 WERE AN ALL-TIME HIGH.  RESULTS FOR 2002 INCLUDED IMPAIRMENT CHARGES
OF  $35,371,  RESULTING  PRIMARILY  FROM GOODWILL WRITTEN OFF IN THE ELECTRONICS
MANUFACTURING SEGMENT, UNDER STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 142
"GOODWILL  AND  OTHER  INTANGIBLE  ASSETS" (SFAS142).  ECONOMIC FORECASTS REMAIN
SKEPTICAL  AND  SO  THE  CORPORATION  CONTINUES  TO  FOCUS  ON  WORKING  CAPITAL
MANAGEMENT  AND  PRODUCT  DEVELOPMENT  THAT  WILL YIELD INCREASED SALES FROM THE
DEVELOPMENT  OF  NEW  PRODUCTS  AND  GENERATE  STRONG  CASH FLOWS.  IN 2001, THE
CORPORATION  CHANGED  ITS  FISCAL  YEAR  END  FROM  MARCH  31,  TO  DECEMBER 31.
ACCORDINGLY,  THE  TRANSITION  PERIOD ENDED DECEMBER 31, 2001, CONSISTED OF ONLY
NINE  MONTHS.
     NET SALES FOR FISCAL 2002 WERE $687,561, WHICH WAS $58,092, OR 8% LESS THAN
NET  SALES  OF  $745,653  FOR THE SAME PERIOD IN 2001.  PROPRIETARY SALES, WHICH
DECREASED  $36,271 OR 6%, WERE ROUGHLY 82% OF NET SALES FOR BOTH FISCAL 2002 AND
THE  SAME  PERIOD  IN  2001.  THERE  WAS  AN  APPROXIMATE  2% POSITIVE EFFECT ON
TRANSLATED  SALES  RESULTING  FROM  FOREIGN  CURRENCIES,  PRIMARILY  THE  EURO,
STRENGTHENING  AGAINST  THE US DOLLAR DURING THE YEAR.  AS A RESULT, PROPRIETARY
SALES  FOR  FISCAL  2002,  ON A COMPARABLE BASIS EXCLUDING THE EFFECT OF FOREIGN
CURRENCY,  WERE  8%  LESS  THAN  THE  SAME  PERIOD  IN  2001.
     COST  OF SALES WAS $404,794 FOR FISCAL 2002 AS COMPARED TO $455,828 FOR THE
SAME  PERIOD  IN  2001.  THIS RESULTED IN A GROSS PROFIT PERCENTAGE OF 41.1% FOR
FISCAL  2002  AS COMPARED TO 38.9% FOR THE SAME PERIOD IN 2001. THE GROSS PROFIT
IMPROVEMENT  IS  THE  RESULT  OF  PLANT  CLOSINGS  AND  COST  REDUCTION  EFFORTS
ASSOCIATED  WITH  PREVIOUS  RESTRUCTURING  ACTIVITIES.  SELLING,  TECHNICAL  AND
ADMINISTRATIVE  ("ST&A")  EXPENSES  IN  FISCAL 2002 WERE $189,414 AS COMPARED TO
$198,923 IN THE SAME PERIOD IN 2001. THIS INCLUDES EMPLOYEE STOCK OPTION EXPENSE
OF $3,145 FOR FISCAL 2002 AND $619 FOR THE SAME PERIOD IN 2001 INCLUDED IN ST&A,
AS  A  RESULT  OF  APPLYING  THE  FAIR  VALUE EXPENSE METHOD OF ACCOUNTING UNDER
STATEMENT  OF FINANCIAL ACCOUNTING STANDARDS NO. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION  (SFAS123).  AMORTIZATION  EXPENSE  WAS  $6,226  IN  FISCAL 2002 AS
COMPARED  TO  $10,952 IN THE SAME PERIOD IN 2001, AS A RESULT OF THE APPLICATION
OF  SFAS142  AND STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 121, ACCOUNTING
FOR  THE IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
(SFAS121).  AFTER  GIVING EFFECT TO IMPAIRMENT CHARGES OF $35,371 IN FISCAL 2002
AND  IMPAIRMENT AND RESTRUCTURING CHARGES OF $78,940 IN THE SAME PERIOD IN 2001,
OPERATING  PROFIT WAS $51,756 FOR FISCAL 2002 AS COMPARED TO $1,010 FOR THE SAME
PERIOD  IN  2001.  EXCLUDING THE IMPAIRMENT AND RESTRUCTURING CHARGES, OPERATING
PROFIT  FOR  FISCAL  2002  WOULD HAVE BEEN $87,127 AS COMPARED TO $79,950 IN THE
SAME  PERIOD  IN  2001.
     AS A RESULT OF THE ABOVE DISCUSSION, FISCAL 2002 DILUTED EARNINGS PER SHARE
OF  $0.29  COMPARES  TO A DILUTED LOSS PER SHARE OF $0.77 FOR THE SAME PERIOD IN
2001. FOREIGN CURRENCY TRANSLATION RESULTED IN HIGHER REPORTED EARNINGS OF $0.01
PER  SHARE  FOR  FISCAL  2002.  THE CORPORATION ACHIEVED AN EARNINGS IMPROVEMENT
DESPITE  WEAK  SALES  VOLUMES  IN  THE  ELECTRONICS  AND COMMERCIAL PRINTING AND
PUBLICATION  MARKETS,  DUE  TO  A  FULL YEAR OF COST SAVINGS FROM PREVIOUS YEARS
RESTRUCTURINGS,  LOWER AMORTIZATION OF INTANGIBLES AND AN IMPROVED EFFECTIVE TAX
RATE  IN  FISCAL  2002.
ACQUISITIONS
There  were  no acquisitions during fiscal 2002 or transition year 2001.  During
fiscal  2001, the Corporation acquired a 60% interest in Eurocir S.A., a printed
circuit board manufacturer based in Spain.  The fiscal year ended March 31, 2001
consolidated  operating  results  include  the  operations of Eurocir S.A. since
January  1,  2001.  This  acquisition was financed through bank borrowings under
the  Corporation's  revolving  credit  facility.  The  total  purchase  price of
approximately  $31,000  was accounted for as a purchase transaction and included
inventory,  fixed  assets  and  goodwill  of  approximately  $27,000.  Minority
interest  amounts  are included in the financial statements at December 31, 2002
and  2001.  There is no minority interest separately identified in the financial
statements  at  March  31,  2001  because  the  final  determination of purchase
allocations  had not been completed as of the balance sheet date and the amounts
were  not  considered  material  to  the  financial statement presentation.  The
purchase  and  sale  agreement  includes  a  put  and  call  arrangement for the
remaining  40% interest which expires after the fifth anniversary of the closing
date.  The  purchase  price  for  the  remaining  40%  is based on a multiple of
earnings  from  operations  before interest, taxes on earnings, depreciation and
amortization ("EBITDA") during the period ending on the fifth anniversary of the
closing  date.  During  2002,  printed  circuit  board  markets  increasingly
deteriorated  in  Europe  and  North America.  Due to this situation, discounted
cash flows for Eurocir S.A. were assessed pursuant to the provisions of SFAS142,
which  resulted  in  the goodwill associated with this business determined to be
impaired.  The  Corporation  charged  $27,389  against  earnings  in  the fourth
quarter  of  2002  to  write-off  this  balance.
     On  June  13, 2000, the Corporation acquired the assets, subject to certain
liabilities,  of  the  digital  graphics  business unit of VirtualFund.com, Inc.
(Colorspan)  and  the  results  of  Colorspan  are  included in the consolidated
operating  results  since  that date.  The acquisition was financed through bank
borrowings  under  the  Corporation's  revolving  credit  facility.  The  total
purchase  price  of  approximately  $47,000  was  accounted  for  as  a purchase
transaction  and  included  inventory,  fixed  assets, goodwill of approximately
$25,000 and other intangible assets of approximately $17,000.  During transition
year  2001, digital printing equipment sales increasingly fell short of forecast
due  to  factors  such as delayed product introduction.  This resulted in future
budgeted cash flows being reduced.  As a result, the recoverability of Colorspan
goodwill  and  other intangible assets were assessed, pursuant to the provisions
of  SFAS121 and SFAS142, and written-off with $40,675 charged to earnings during
the  last  quarterly  period  of  transition  year  2001.
RESTRUCTURING
In  the  last  quarter  of  transition  year 2001, the Corporation announced the
closure  of  certain  of  its  Printing  Solutions  (formerly  Graphic Arts) and
Advanced  Surface  Finishing  manufacturing  facilities.  The  activities of the
affected locations have been relocated to other facilities in order to run those
operations  more  cost  effectively.  In  connection  with  these  actions,
restructuring  charges  of  $1,859  for  severance  related costs and $7,807 for
facility  closing  costs,  disposal  services and asset write-offs were recorded
during  the  transition  year  ended  December 31, 2001.  Total cash payments of
$3,023 and other charges of $6,643 have been made since inception.  In addition,
an  $11,598  charge,  consisting  of a cash charge of $709 for severance related
costs  and  other  charges  of  $10,889  for  asset write-offs was taken for the
closure  of  the  production  activities at Dynacircuits.  At December 31, 2002,
this  restructuring  action  has  been completed and no provisions remain in the
consolidated  balance  sheet.
     During  the  second  quarter  of  fiscal  year  ended  March  31,  2001  a
restructuring  program  was  begun in an effort to reposition operations in both
Printing  Solutions  and Advance Surface Finishing.  The Corporation took action
to reduce its cost structure on operations that had increased significantly from
acquisitions  over  the  previous  two years.  In connection with these actions,
restructuring  charges  of  $6,133 for severance and $530 for lease cancellation
and  asset  write-offs  were  recorded  during fiscal year ended March 31, 2001.
Total  cash  payments  of  $5,904 and other charges of $759 have been made since
inception.  At  December  31, 2002, this restructuring action has been completed
and  no  provisions  remain  in  the  consolidated  balance  sheet.
TWELVE  MONTHS ENDED DECEMBER 31, 2002 VS. TWELVE MONTHS ENDED DECEMBER 31, 2001
SALES,  COSTS  AND  EXPENSES:
     Printing  Solutions:
     Net  sales  of  $282,896 decreased 5% in fiscal 2002 for Printing Solutions
due  to  weaker market conditions worldwide in printing and publication markets.
Proprietary  products  represent  approximately  99%  of  the  net sales for the
Printing Solutions segment.  Net proprietary sales of $279,660 decreased 5% from
net  proprietary  sales  of $293,105 for the same period 2001.  Foreign currency
translation  had  the  effect  of  increasing  sales  approximately  1%.
     Costs  as  a percentage of sales decreased slightly in fiscal 2002 from the
same  period  in  2001. As a result, gross profit percentage was 41.7% in fiscal
2002  as  compared  to  40.1%  for the same period in 2001. This was primarily a
result  of  a  full  year of cost savings from a plant closing during transition
year  2001.
     ST&A  expenses  were $69,215 for fiscal 2002 as compared to $75,288 for the
same  period  in  2001.  ST&A  as  a  percentage of sales, 24.5% for fiscal 2002
compares  to  25.4%  for  the  same  period in 2001. This decrease was largely a
result  of  management's  focus  on  savings  from  selling  and  office support
synergies.  Research and development expenses of $10,491 in fiscal 2002 compares
to  $12,873 for the same period in 2001. Total amortization expense was $600 for
fiscal  2002  and $1,898 for the same period in 2001. The decrease is due to the
discontinuation  of  goodwill  amortization.  The  twelve  month  period in 2001
includes  impairment and restructuring costs of $32,188. The resulting operating
profit  (after  amortization and impairment and restructuring costs) was $48,244
for  fiscal  2002  and  $9,587  for  the  same  period  in  2001.
     Advanced  Surface  Finishing:
     Net  sales  of  $324,180  decreased 10% in fiscal 2002 for Advanced Surface
Finishing.  Proprietary  products  represent  approximately 88% of the net sales
for  the  Advanced Surface Finishing segment.  Net proprietary sales of $284,628
decreased 7% from net proprietary sales of $307,454 for the same period in 2001.
Sales  were  soft to the electronics markets as customer volumes have decreased.
Foreign  currency  translation  had the effect of increasing sales approximately
2%.
     Costs  as  a percentage of sales decreased slightly in fiscal 2002 from the
same  period  in  2001. As a result, gross profit percentage was 48.3% in fiscal
2002 compared to 46.6% for the same period in 2001. The most significant factors
were a product mix that continues to shift towards newer technologies and a full
year  of  cost  savings  from  a  plant  closing  during  transition  year 2001.
     ST&A expenses were $113,926 for fiscal 2002 as compared to $115,403 for the
same  period  in  2001.  ST&A  as  a  percentage of sales, 35.1% for fiscal 2002
compares to 32.1% for the same period in 2001. This increase was principally due
to  certain  sales  support  costs that are fixed in nature and higher insurance
costs.  Research  and  development expenses of $8,613 in fiscal 2002 compares to
$8,242  for  the  same period in 2001. Total amortization expense was $5,599 for
fiscal  2002  and $8,657 for the same period in 2001. The decrease is due to the
discontinuation  of goodwill amortization. Fiscal 2002 includes impairment costs
of  $982 and the same period in 2001 includes impairment and restructuring costs
of  $31,209.  The  resulting operating profit (after amortization and impairment
and  restructuring  costs)  was $35,913 for fiscal 2002 and $12,221 for the same
period  in  2001.
     Electronics  Manufacturing:
     Printed  circuit  board  sales of $80,485 in fiscal 2002 decreased 10% from
$89,904  for  the  same  period  in  2001.  Foreign currency translation had the
effect of increasing sales approximately 5% for fiscal 2002.  Net sales continue
to  reflect  a  slowdown  in technology spending and weaker consumer confidence.
     Costs  as  a  percentage  of  sales  decreased in fiscal 2002 from the same
period  in  2001.  As  a  result,  gross profit percentage increased to 10.3% in
fiscal  2002  from  3.8% for the same period in 2001. This improvement is due to
the  closure  of  the  Dynacircuits  facility  during  transition  year  2001.
     ST&A  expenses  were  $6,274  for fiscal 2002 as compared to $8,232 for the
same  period  in  2001.  ST&A  as  a  percentage  of sales, 7.8% for fiscal 2002
compares to 9.2% for the same period in 2001. Total amortization expense was $27
for fiscal 2002 and $396 for the same period in 2001. The decrease is due to the
discontinuation  of goodwill amortization. Fiscal 2002 includes impairment costs
of  $34,389  and  the  same period in 2001 includes impairment and restructuring
costs  of  $15,543.  The  resulting  operating  losses  (after  amortization and
impairment and restructuring costs) were $32,401 for fiscal 2002 and $20,798 for
the  same  period  in  2001.
INCOME  TAXES:  The overall effective income tax rate decreased to 32% in fiscal
2002 from 35% for the same period in 2001.  The reduction in the income tax rate
is  primarily  attributable to a change in the earnings mix from higher to lower
tax  jurisdictions  and  the  implementation  of  domestic  tax  minimization
strategies.
NET  EARNINGS:  The  Corporation  reduced  its  bank debt by over $80,000 during
fiscal  2002,  resulting  in  net interest expense of $35,225 for fiscal 2002 as
compared  to  $36,557 for the same period in 2001.  A diluted earnings per share
of  $0.29 for fiscal 2002, compares to a diluted loss per share of $0.77 for the
same  period  in  2001.  Foreign  currency  translation  resulted  in  increased
reported  earnings  of  $0.01  per  share  for  fiscal  2002.
NINE  MONTHS  ENDED  DECEMBER  31,  2001 VS. NINE MONTHS ENDED DECEMBER 31, 2000
SALES,  COSTS  AND  EXPENSES:
     Printing  Solutions:
     Net  sales  of  $219,595  decreased 6% in transition year 2001 for Printing
Solutions.  Proprietary  products  represent  approximately  99% of the Printing
Solutions  segment.  Net  proprietary  sales  of  $216,748 decreased 7% from net
proprietary  sales  of  $232,570  for the same period in 2000.  Foreign currency
translation  had  the  effect of reducing sales approximately 1%.  The Colorspan
acquisition  added  $6,599  proprietary sales.  Net proprietary sales would have
decreased  9%  from  the  previous  year,  without  the  effects related to this
acquisition  and foreign currency exchange.  The decrease was due to weak demand
for  printing  plates  used  with  advertising  as well as declining printer and
hardware  sales.
     Costs  as  a percentage of sales increased somewhat in transition year 2001
over  the  same  period in 2000. This was due to increased costs for printer and
hardware  products  and  higher  overhead  costs.  As  a  result,  gross  profit
percentage  was  40.0% in transition year 2001 as compared to 41.4% for the same
period  in  2000.
     ST&A  expenses were $56,969 for transition year 2001 as compared to $62,423
for  the  same  period in 2000. This 9% decrease was largely a result of savings
from  restructuring  for  management  and office support redundancies. ST&A as a
percentage  of  sales  was 26.0% as compared to 26.6% for the same period in the
previous year. Research and development expenses of $8,738 decreased 6% from the
same  period  in  the  previous  year.  Total  amortization expense was $507 for
transition  year  2001  as  compared  to $6,683 for the same period in 2000. The
decrease  is  due to the discontinuation of goodwill amortization. The resulting
operating  profit  of  $30,169  (after  amortization)  for  transition year 2001
increased  8%  over  the  same  period  in  2000.
     Advanced  Surface  Finishing:
     Net  sales  of  $250,963 decreased 26% in transition year 2001 for Advanced
Surface Finishing.  Proprietary sales represent approximately 89% of total sales
for  transition year 2001.  Net proprietary sales of $218,297 decreased 22% from
net proprietary sales of $280,161 for the same period in 2000.  Foreign currency
translation  had  the  effect  of  reducing  sales  approximately $7,216, or 2%.
Divestitures  accounted  for  $7,645  proprietary  sales.  Net proprietary sales
would  have  decreased  approximately  20%  from the same period in the previous
year,  without  the  effects  related  to  the divestitures and foreign currency
exchange.  The  decrease  was  primarily due to weak demand in worldwide markets
for  electronics  chemistry.
     Costs as a percentage of sales decreased slightly for transition year 2001.
Most  significantly  due to a product mix shift towards newer technologies and a
more  efficient pricing structure for certain other products. As a result, gross
profit percentage was 47.0% in transition year 2001 as compared to 46.5% for the
same  period  in  2000.
     ST&A  expenses were $81,054 for transition year 2001 as compared to $93,056
for  the  same  period  in  2000. This 13% decrease was principally due to lower
selling expenses associated with reduced sales activity. ST&A as a percentage of
sales  was 32.3%, as compared to 27.4% for the same period in the previous year,
because  the  elimination  of  these  costs lagged behind the decrease in sales.
Research  and  development expenses of $6,185 decreased 19% from the same period
in  the previous year. Total amortization expense was $5,550 for transition year
2001  as  compared  to  $9,091  for  the  same  period  in 2000. The decrease is
principally  due  to  the discontinuation of goodwill amortization. As a result,
operating  profit  of  $30,273  (after  amortization)  for  transition year 2001
decreased  47%  from  the  same  period  in  2000.
     Electronics  Manufacturing:
     The  Electronics Manufacturing segment was newly formed by the acquisitions
of  the remaining interest in the Dynacircuits joint venture, in July 2000 and a
60%  majority  interest  in  Eurocir  S.A.,  in  January 2001.  The Dynacircuits
operations ceased, effective September 30, 2001.  The circuit board sales of the
Electronics  Manufacturing  segment  are  non-proprietary  and  gross  profit is
significantly  less  than  the  specialty  chemical  business.
     Net  sales  were $63,302 for transition year 2001 as compared to $8,532 for
the  same  period  in  2000.  The  increase  is  due  to nine months of sales in
transition  year  2001  with  none  in  the  comparable period, for Eurocir S.A.
     Costs as a percentage of sales were in line with operating expectations for
Eurocir, while continuing in excess of normal operating levels for Dynacircuits,
for  transition  year  2001.  Therefore,  gross  profit  percentage was 4.9% for
transition  year  2001.  Costs  were in excess of sales for the same period last
year  due  to  start-up  costs  at  Dynacircuits.  ST&A expenses were $6,096 for
transition  year  2001 as compared to $802 for the same period in 2000, a result
of  the  Eurocir  S.A.  acquisition  in  transition  year 2001. Operating losses
totaled  $2,995  (after  amortization)  for  transition year 2001 as compared to
$4,143  for  the  same  period  in  2000.
INCOME  TAXES:  The  overall  effective  income  tax  rate  decreased  to 35% in
transition  year  2001 from 36.8% in the same period in 2000.  The rate decrease
was  a  result  of a combination of non-deductible goodwill charges in the prior
year,  an increase in the deferred tax asset valuation reserve and the change in
earnings  mix  from  higher  to  lower  taxed  jurisdictions.
NET  EARNINGS:  Transition  year  2001  resulted  in a diluted loss per share of
$0.91.  This  compares  to  a  diluted  earnings per share of $0.93 for the same
period  in  the  previous  year.  Foreign currency translation resulted in lower
reported  earnings  of  $0.02  per  share  for  transition  year 2001.  Overall,
transition year 2001 net sales were 8% lower than the comparable period in 2000.
However,  proprietary  sales  were  down  17%  and this was somewhat offset with
printed  circuit  board sales, which carry a much lower gross margin.  Expenses,
excluding charges for restructuring, impairment and merger related costs in each
of  the  years,  were  reduced  5%  and amortization expense was 61% lower, as a
result  of the elimination of goodwill amortization.  Interest expense increased
11%  over the same period in the previous year due to higher interest rates as a
result  of  a  bond  offering  completed on June 20, 2001, partially offset by a
reduction in debt balances of $63,000.  As a result, diluted earnings per share,
excluding charges for restructuring, impairment and merger related costs in each
of  the  years,  was $0.57 for transition year 2001 as compared to $1.07 for the
same  period  in  2000.
CRITICAL  ACCOUNTING  POLICIES
In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgement  based  on  its understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are  subject to an inherent degree of uncertainty, accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
     The  Corporation's  critical  accounting  policies  include  the following:
     Revenue  Recognition: The Corporation recognizes revenue, including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  The  Corporation's  shipping  terms are customarily "FOB shipping
point"  and  do  not  include  right  of  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.
     Account  Receivable: The Corporation performs ongoing credit evaluations of
its  customers  and  adjusts  credit  limits  based upon payment history and the
customer's  credit  worthiness. The Corporation continually monitors collections
and  payments  from its customers and maintains a provision for estimated credit
losses  based  upon  historical  experience and any specific customer collection
issues  that  it has identified. While such credit losses have historically been
within  management's  expectations and the provisions for bad debts established,
there  is no guarantee that the Corporation will continue to experience the same
credit  loss  rates  as  in  the  past.
     Inventories:  The  Corporation values inventory at lower of average cost or
replacement  market. Management regularly reviews obsolescence to determine that
inventories  are appropriately reserved. In making any determination, historical
write-offs,  customer  demand,  alternative  product  uses,  usage  rates  and
quantities  of  stock  on  hand  are  considered.  Inventory  in  excess  of the
Corporation's  estimated usage requirements is written down to its estimated net
realizable  value.
     Goodwill  and  other  long-lived  assets: The Corporation records property,
plant  and  equipment  at cost. Depreciation and amortization of property, plant
and  equipment  are  provided  over the estimated useful lives of the respective
assets,  on the straight-line basis. The Corporation categorizes and depreciates
its  assets  over  periods  ranging  from  3-5  years  for  computers, software,
furniture,  fixtures and autos, 5-20 years for machinery and equipment, and 5-30
years  for  building  and  building  improvements.  Leasehold  improvements  are
amortized  over  the  lesser  of the useful life of the asset or the life of the
lease. Expenditures for maintenance and repairs are charged directly to expense;
renewals  and  betterments,  which  significantly  extend  the  useful lives are
capitalized.  Costs  and  accumulated  depreciation  and  amortization on assets
retired  or disposed of are removed from the accounts and any resulting gains or
losses are credited or charged to earnings. Patents and various other intangible
assets  are amortized on a straight-line basis over their estimated useful lives
as  determined  by an appropriate valuation. The present periods of amortization
are  15  years for patents and range between 5 and 30 years for other separately
identified  intangible  assets.  The  Corporation assesses the carrying value of
goodwill  and other long-lived assets in accordance with SFAS142 and SFAS144. In
many  instances,  projected  future  cash  flows  are used in these assessments.
Estimation  factors,  including  but  not  limited to, the timing of new product
introductions,  market  conditions  and  competitive  environment  could  affect
previous  projections.
     Environmental  Matters:  The  nature  of  the  Corporation's operations and
products  exposes  it  to  the  risk  of  liabilities  or claims with respect to
environmental  cleanup  or other matters, including those in connection with the
disposal  of  hazardous  materials.  As  such,  the  Corporation  is  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.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  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,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure. It is the Corporation's policy to review these environmental issues in
light  of  historical  experience and to reserve for those that both a liability
has  become  probable  and  the cost is reasonably estimable, in accordance with
Statement  of  Financial  Accounting  Standards  No.  5,  "Accounting  for
Contingencies".
     Employee Benefit Plans: The Corporation sponsors a defined benefit plan and
a  retirement  medical  benefit  plan  for  its  domestic  employees  providing
retirement  benefits  based  upon  years of service and compensation levels. The
Corporation  also  sponsored a defined benefit plan for its United Kingdom based
employees  employed  at  its  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 effect current
year  and  future year pension expense and the projected benefit obligation. The
effect  of  changing  the  plan  discount rate assumption to 6.75% in 2002, from
7.25%  in  transition  year  2001, increased the projected benefit obligation by
approximately  $3,500  and  is  expected  to increase pension expense in 2003 by
approximately  $700.  Management  estimates  that  a  50 basis point drop in the
discount  rate  for the valuation at December 31, 2003, will increase the plan's
projected  benefit  obligation  by  approximately $4,500 and increase the plan's
pension  expense  by  approximately  $1,000.  However,  these increases could be
offset  by  other  factors such as favorable asset experience or additional cash
contributions  to  the  plan.
NEW  ACCOUNTING  STANDARDS  AND  ACCOUNTING  CHANGES
In  June  2001,  the FASB issued Statement of Financial Accounting Standards No.
143,  Accounting  for  Asset  Retirement  Obligations  (SFAS143) which addresses
financial  accounting  and  reporting  for  obligations  associated  with  the
retirement  of  tangible  long-lived  assets and the associated asset retirement
costs.  SFAS143  requires  recognition  of  asset  retirement  obligations  as a
liability rather than a contra-asset.  Adoption of SFAS143, effective January 1,
2003, will not have a material effect on the Corporation's financial statements.
     Effective  January  1, 2002, the Corporation adopted Statement of Financial
Accounting  Standards  No.  144,  Accounting  for  the Impairment or Disposal of
Long-Lived  Assets  (SFAS144)  which  excludes from the definition of long-lived
assets  goodwill and other intangibles that are not amortized in accordance with
SFAS142.  SFAS144  requires  long-lived  assets  to be disposed of by sale to be
measured  at  the  lower  of  carrying  amount  or fair value less cost to sell,
whether  reported  in  continuing  operations  or  in  discontinued  operations.
SFAS144  also  expands  the  reporting  of  discontinued  operations  to include
components  of  an  entity  that  have  been  or will be disposed of rather than
limiting  such discontinuance to a segment of a business.  Prior to the adoption
of  SFAS144,  the  impairment  of  long-lived  assets  was  assessed  under  the
provisions  of  SFAS121.  SFAS144  retained  the  requirements  of  SFAS121  to
recognize  an  impairment loss only if the carrying amount of a long-lived asset
is not recoverable from its undiscounted cash flows and to measure an impairment
loss  as the difference between the carrying amount and fair value of the asset.
The  adoption  of  SFAS144 did not have any impact on the carrying amount of the
Corporation's  long-lived  assets.
     In  April 2002, the FASB issued Statement of Financial Accounting Standards
No.  145,  Rescission  of  FASB  Statements  No. 4, 44 and 64, Amendment of FASB
Statement  No.  13,  and  Technical  Corrections (SFAS145). SFAS145, among other
things,  rescinds  SFAS  No.  4,  which  required  all gains and losses from the
extinguishment of debt to be classified as an extraordinary item and amends SFAS
No.  13  to  require that certain lease modifications that have economic effects
similar  to  sale-leaseback  transactions be accounted for in the same manner as
sale-leaseback  transactions.  Adoption  of  SFAS145, effective January 1, 2003,
will  not  have  a  material  effect  on the Corporation's financial statements.
     In  July  2002  the FASB issued Statement of Financial Accounting Standards
No.  146,  Accounting  for  Costs  Associated  with  Exit or Disposal Activities
(SFAS146)  which  requires  companies to recognize costs associated with exit or
disposal  activities  when  a liability is incurred rather than at the date of a
commitment to an exit or disposal plan.  The provisions of SFAS146 are effective
for  exit  or  disposal  activities  that are initiated after December 31, 2002.
Adoption  of SFAS146, effective January 1, 2003, will not have a material effect
on  the  Corporation's  financial  statements.
     In  January  2003,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  148,  Accounting  for  Stock-based Compensation - Transition and
Disclosure  (SFAS148)  which  amends  SFAS123  to provide alternative methods of
transition for enterprises that elect to change to the SFAS123 fair value method
of  accounting  for  stock-based  employee  compensation.  Since the Corporation
adopted  the  fair  value  method  of  accounting  for  stock-based  employee
compensation  for  the  reporting  year ended December 31, 2001, the alternative
methods  of transition to that method provided by SFAS148 will have no effect on
the  its  financial statements.  SFAS148 also amends the disclosure requirements
of SFAS123 to require prominent disclosures in both annual and interim financial
statements  about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  The required disclosures
have  been  provided  in  these  financial statements, and the disclosures to be
provided  in  interim  financial  reports  will  be provided for interim periods
beginning  in  2003.
     In November 2002, the FASB issued Interpretation No. 45 (FIN45) Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others,  which  requires  that  a liability be
recorded  in  the  guarantor's  balance  sheet upon issuance of a guarantee.  In
addition,  FIN45  requires  disclosures  about the guarantees that an entity has
issued,  including  product  warranty  liabilities.  The  Corporation  does  not
maintain  any  warranty  expense  or  related liabilities for its core specialty
chemicals business.  Warranties for certain ancillary business are not material.
The  Corporation  adopted  FIN45  at  December  31,  2002  and it did not have a
material  effect  on  its  consolidated  financial  statements.
     In  January  2003,  the  FASB  issued  FIN  No. 46 (FIN46) Consolidation of
Variable  Interest  Entities  and Interpretation of Accounting Research Bulletin
No. 51.  FIN46 requires certain variable interest entities to be consolidated by
the  primary  beneficiary of the entity if the equity investors in the entity do
not  have the characteristics of a controlling financial interest or do not have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  subordinated  financial  support  from  other  parties.  FIN46  is
effective  for  all  new  variable  interest  entities created or acquired after
January  31,  2003.  The  Corporation does not expect that the adoption of FIN46
will  have  a  significant  effect  on  its  consolidated  financial statements.

LIQUIDITY  AND  CAPITAL  RESOURCES
The  principal  sources  and  uses of cash in the fiscal year ended December 31,
2002,  the  nine-month  period ended December 31, 2001 and the fiscal year ended
March  31,  2001  were  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>            <C>             <C>
                                                Nine Months
                                 Year Ended     Ended           Year Ended
                                 December 31,   December 31,    March 31,
                                          2002           2001          2001
                                 -------------  --------------  ------------
Cash provided by:
Operations. . . . . . . . . . .  $     126,193  $      83,565   $    59,070
Proceeds from disposition of
fixed assets and businesses . .          2,890          2,431        16,749
Exercise of stock options                  360            ---           ---
Net increase in borrowings                 ---            ---        32,962
                                 -------------  --------------  ------------
                                 $     129,443  $      85,996   $   108,781
Cash used for:
Capital expenditures. . . . . .          7,277          6,934        22,437
Business acquisitions                      ---            ---        88,630
Purchase of treasury shares . .            822            635           196
Dividend payments . . . . . . .          2,581          1,929         2,493
Deferred financing fees                    ---          8,837           ---
Net decrease in borrowings             104,021         62,577           ---
                                 -------------  --------------  ------------
                                 $     114,701  $      80,912   $   113,756
Effect of exchange rates. . . .  $         210          ($563)      ($2,595)
                                 -------------  --------------  ------------
Net increase (decrease) in cash  $      14,952  $       4,521       ($7,570)
                                 =============  ==============  ============
</TABLE>

     Cash  flows  from  operations  are  used  to  fund  dividend  payments  to
shareholders  ($0.08  per  common  share  for  fiscal  2002),  working  capital
requirements  of  the  Corporation,  capital expenditures and repayment of debt.
The  Corporation  has  paid  cash dividends continuously since 1948.  During the
year ended December 31, 2002, cash flows provided by operations of $126,193 were
51% greater than $83,565 cash flows provided by operations for nine months ended
December 31, 2001.  Cash flows from operations consisted of net income of $9,349
plus  non-cash  charges of $27,185 for depreciation and amortization, impairment
charges  of $35,371, stock options compensation of $3,145, bad debt provision of
$5,292  and other changes in working capital of $45,851.  Significant cash flows
were  generated  in  fiscal  2002 due to reduced working capital, as a result of
proactive  working  capital measures during a period of sales decline.  The high
level  of  cash  flows generated by these measures may not repeat should working
capital  requirements  increase  as  a  result  of increased sales from economic
recoveries  worldwide.  From  time-to-time MacDermid utilizes additional outside
sources  to  fund  overall  needs,  including major capital projects for new and
upgraded research and technical, manufacturing and administrative facilities and
for  business  acquisitions.  In  certain years, the Corporation has embarked on
programs  that  have  required  significant  amounts of funds in excess of those
available  from  cash  flows  from  operations.  The  Corporation  continues  to
generate significant cash flows in excess of working capital requirements.  As a
result, the Corporation managed a net repayment of debt amounting to $104,021 in
fiscal  2002  and  $62,577  in  transition  year  2001.
     New  opportunities  for  business acquisitions, which become available from
time  to  time,  are evaluated individually as they arise based upon MacDermid's
criteria  for  technological  improvement and innovation, potential for earnings
growth  and  compatibility  with the existing distribution channels.  Management
intends  to  pursue  those opportunities that have a strong potential to enhance
shareholder  value.  There were no acquisitions in 2002 or transition year 2001.
In  January  2001,  the  Corporation acquired a 60% interest in Eurocir S.A., an
electronics printed circuit board manufacturer for approximately $31,000 as part
of  its plan to further the application of its ViaTek process for the production
of  double-sided  circuit  boards.
     Capital  spending  is  managed  on  a  worldwide basis for new and upgraded
technical  equipment  and  facilities.  Capital  spending  during the year ended
December  31,  2002 was $7,277 (less $2,890 dispositions is $4,387 net) compared
to  $6,934  (less  $2,431  dispositions is $4,503 net) for the nine months ended
December  31,  2001.  For 2003, planned new capital projects total approximately
$13,000.
     The  Board  of Directors has, from time to time, authorized the purchase of
issued  and  outstanding  shares  of the Corporation's common stock. Pursuant to
these  authorizations,  MacDermid  acquired 39,799 shares during fiscal 2002 and
32,044  shares  during  transition  year 2001 in privately negotiated purchases.
Treasury  shares  may  be  used  for transfer or sale to employee benefit plans,
business acquisitions or for other corporate purposes. At December 31, 2002, the
outstanding  authorization  to  purchase  up  to  102,483  shares  would  cost
approximately  $2,342  if  exercised  at  the  NYSE  closing price on that date.
Subsequently,  the Board of Directors authorized an additional 1,000,000 shares,
on  February  25,  2003.
     The  Corporation's  financial  position  remains strong and, other than the
satisfaction  of  debt  obligations,  there are no long-range commitments, which
would  have a significant impact upon results of operations, financial condition
or  liquidity.  The  Corporation had domestic and foreign short-term uncommitted
credit  lines  with  banks approximating $54,000 ($5,124 outstanding at December
31,  2002)  in  addition  to  a $175,000 committed revolving credit facility (no
borrowings  outstanding  at  December  31,  2002).  Management  believes  that
additional  borrowing  could  be  obtained  if  needed.

     Contractual  cash  commitments  for the fiscal years subsequent to December
31,  2002  are  summarized  in  the  following  table:
<TABLE>
<CAPTION>



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

Obligation . . . . . . . . . . . .  Next Year    2-4 Years   5 Years or More  Total
----------------------------------  ----------  ----------  ----------------  --------


Long-term debt . . . . . . . . . .  $    5,000  $    7,949  $        302,158  $315,107
Capital leases . . . . . . . . . .       1,230       1,291               415     2,936
Operating leases . . . . . . . . .       8,973      10,228             5,179    24,380
                                    ----------  ----------  ----------------  --------
Total contractual cash commitments  $   15,203  $   19,468  $        307,752  $342,423
</TABLE>

ENVIRONMENTAL  AND  LEGAL  MATTERS
Environmental  Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty  chemicals  and systems, and products, including raw materials, expose
it to the risk of liabilities or claims with respect to environmental cleanup or
other  matters,  including  those  in  connection with the disposal of hazardous
materials.  As  such,  the  Corporation is 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.  The  Corporation  has incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws and regulations.  The Corporation 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,  the  Corporation  maintains  a  disciplined  environmental  and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.
     The  Corporation  has been named as a potentially responsible party ("PRP")
at  three  Superfund sites.  There are many other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
     In  addition, some of the Corporation's 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 the Corporation is
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.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase  price  payment of approximately $2,000.  The Corporation estimates the
range  of  cleanup  costs  at  its  Canning  sites  between  $2,000  and $5,000.
Investigations  into  the  extent  of  contamination,  however, are ongoing with
respect  to  some  of  these sites.  To the extent the Corporation's liabilities
exceed  $2,000, it may be entitled to additional indemnification payments.  Such
recovery  may  be  uncertain,  however,  and  would  likely  involve significant
litigation  expense.  The  Corporation  does  not  anticipate  that  it  will be
materially  affected  by environmental remediation costs, or any related claims,
at  any  contaminated  sites,  including  the  Canning  sites.  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  June  25,  2002,  the  U.S.  Environmental  Protection  Agency  brought  an
administrative complaint against the Adams, Massachusetts manufacturing facility
owned  by MacDermid Printing Solutions, LLC, alleging that the facility violated
certain  regulations and permit requirements regarding air emissions and related
record  keeping  matters.  The  allegations  arise primarily out of conduct that
allegedly  occurred  prior  to  the  Corporation's  acquisition  of the facility
through  its  December  1999  acquisition  of Polyfibron Technologies, Inc.  The
Corporation  has  entered  into  a  settlement  with  the  EPA  regarding  these
allegations.  The  settlement required a payment of $230 and resolved the issues
alleged.
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  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.  The Corporation
was  subsequently  informed  that  it  was  a  subject  of  the  grand  jury's
investigation  in  connection  with  alleged  criminal violations of the federal
Clean  Water  Act pertaining to its wastewater handling practices.  In addition,
two  of  the Corporation's former employees, who worked at the Huntington 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  and $10 and 2 years probation, as well as community service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was 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  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the  management of waste materials. The complaint alleges violations of its
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.
     The  Corporation voluntarily resolved both of these matters on November 28,
2001.  As  a  result,  MacDermid,  Incorporated  is  required  to  pay fines and
penalties totaling $2,500, without interest, over six quarterly installments. As
of December 31, 2002, the Corporation has paid $2,042 and will pay the remaining
amount  of  $458  during  the  quarter  ending  March 31, 2003. In addition, the
Corporation  is  required  to  pay  $1,550  to  various  local  charitable  and
environmental organizations and causes. As of December 31, 2002, the Corporation
has  paid $1,420 and a final payment for these donations of $130 will be paid on
April  30,  2003. The Corporation has been placed on probation for two years and
will  perform  certain  environmental  audits,  as well as other environmentally
related actions. The Corporation had recorded liabilities during the negotiation
period  and  therefore its results of operations and financial position were not
affected  by  these  arrangements.
     Various  other  legal  proceedings are pending against the Corporation. The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature  of its business. Certain claims are covered by liability insurance.
The  Corporation  believes 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.
FORWARD  LOOKING  STATEMENTS
This  report  and  other  Corporation 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 the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  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:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.
     All  forward-looking  statements  should  be  considered  in light of these
factors.  The  Corporation  undertakes  no  obligation to update forward-looking
statements  or  risk  factors  to  reflect  new  information,  future  events or
otherwise.

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
(In  thousands,  except  share  and  per  share  amounts)


<S>                                                          <C>             <C>                  <C>
                                                             Year Ended      Nine Months Ended    Year Ended
                                                             December 31,    December 31,         March 31,
                                                             --------------  -------------------  ------------
                                                                      2002                 2001          2001
                                                             --------------  -------------------  ------------

Net sales . . . . . . . . . . . . . . . . . . . . . . . . .  $     687,561   $          533,860   $   794,776
Cost of sales . . . . . . . . . . . . . . . . . . . . . . .        404,794              326,211       459,210
                                                             --------------  -------------------  ------------
   Gross profit . . . . . . . . . . . . . . . . . . . . . .        282,767              207,649       335,566

Operating expenses:
   Selling, technical and administrative. . . . . . . . . .        189,414              144,119       211,073
   Amortization . . . . . . . . . . . . . . . . . . . . . .          6,226                6,084        20,641
   Impairment charges . . . . . . . . . . . . . . . . . . .         35,371               51,802         4,800
   Restructuring costs                                                 ---               21,264         6,663
   Merger related costs                                                ---                  ---         1,473
                                                             --------------  -------------------  ------------
                                                                   231,011              223,269       244,650
                                                             --------------  -------------------  ------------
      Operating profit (loss) . . . . . . . . . . . . . . .         51,756              (15,620)       90,916
Other income (expense):
   Interest income. . . . . . . . . . . . . . . . . . . . .            608                  802         2,007
   Interest expense . . . . . . . . . . . . . . . . . . . .        (35,833)             (28,291)      (35,251)
   Miscellaneous income                                                690                  ---           ---
   Miscellaneous expense. . . . . . . . . . . . . . . . . .         (3,297)              (1,203)       (2,735)
                                                             --------------  -------------------  ------------
                                                                   (37,832)             (28,692)      (35,979)
                                                             --------------  -------------------  ------------
Earnings (loss) before income taxes and minority interests.         13,924              (44,312)       54,937
Income tax (expense) benefit. . . . . . . . . . . . . . . .         (4,455)              15,510       (20,133)
Minority interests                                                    (120)                (110)          ---
                                                             --------------  -------------------  ------------
   Net earnings (loss). . . . . . . . . . . . . . . . . . .  $       9,349   $          (28,912)  $    34,804
                                                             ==============  ===================  ============

Earnings (loss) per share:
   Basic. . . . . . . . . . . . . . . . . . . . . . . . . .  $        0.29   $            (0.91)  $      1.12
                                                             ==============  ===================  ============
   Diluted. . . . . . . . . . . . . . . . . . . . . . . . .  $        0.29   $            (0.91)  $      1.07
                                                             ==============  ===================  ============
Weighted average number of common
  shares outstanding:
     Basic. . . . . . . . . . . . . . . . . . . . . . . . .     32,220,066           31,911,570    31,153,006
                                                             ==============  ===================  ============
     Diluted. . . . . . . . . . . . . . . . . . . . . . . .     32,475,155           32,381,519    32,400,385
                                                             ==============  ===================  ============
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  INCOME
(In  thousands)


<S>                                        <C>             <C>                  <C>
                                           Year Ended      Nine Months Ended    Year Ended
                                           December 31,    December 31,         March 31,
                                           --------------  -------------------  ------------
                                                    2002                 2001          2001
                                           --------------  -------------------  ------------

Net earnings (loss) . . . . . . . . . . .  $       9,349   $          (28,912)  $    34,804
Other comprehensive income:
   Foreign currency translation . . . . .         10,977               (3,690)       (7,597)
   Minimum pension liability (net of tax)         (7,460)               6,716        (9,670)
   Hedging activities (net of tax)                   276                 (276)          ---
                                           --------------  -------------------  ------------
Comprehensive income (loss) . . . . . . .  $      13,142   $          (26,162)  $    17,537
                                           ==============  ===================  ============
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
(In  thousands,  except  share  and  per  share  amounts)

ASSETS


<S>                                               <C>        <C>
                                                     December     31,
                                                  ---------  --------
                                                       2002      2001
                                                  ---------  --------

Current assets:
Cash and equivalents . . . . . . . . . . . . . .  $  32,019  $ 17,067
Accounts receivable, less allowance for doubtful
   receivables of $12,743 and $14,642. . . . . .    142,806   164,230
Inventories. . . . . . . . . . . . . . . . . . .     85,738   111,034
Prepaid expenses . . . . . . . . . . . . . . . .      5,457     8,068
Deferred income taxes. . . . . . . . . . . . . .     22,598    13,831
                                                  ---------  --------
              Total current assets . . . . . . .    288,618   314,230
                                                  ---------  --------
Net property, plant and equipment. . . . . . . .    132,581   152,482
Goodwill . . . . . . . . . . . . . . . . . . . .    194,200   222,571
Patents, trademarks and other intangibles. . . .     31,825    37,425
Deferred income taxes. . . . . . . . . . . . . .     32,186    32,109
Other assets, net. . . . . . . . . . . . . . . .     28,483    32,068
                                                  ---------  --------
                                                  $ 707,893  $790,885
                                                  =========  ========
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

<TABLE>
<CAPTION>

LIABILITIES  &  SHAREHOLDERS  '  EQUITY


<S>                                             <C>         <C>
                                                   December      31,
                                                ----------  ---------
                                                     2002       2001
                                                ----------  ---------

Current liabilities:
Notes payable. . . . . . . . . . . . . . . . .  $   5,124   $ 12,961
Current installments of long-term obligations.      6,230      5,614
Accounts payable . . . . . . . . . . . . . . .     63,819     61,388
Dividends payable. . . . . . . . . . . . . . .        646        643
Accrued compensation . . . . . . . . . . . . .     11,560     10,068
Accrued interest . . . . . . . . . . . . . . .     13,043     14,507
Accrued expenses, other. . . . . . . . . . . .     44,959     58,311
Income taxes . . . . . . . . . . . . . . . . .      3,727     10,468
                                                ----------  ---------
              Total current liabilities. . . .    149,108    173,960
                                                ----------  ---------
Long-term obligations. . . . . . . . . . . . .    311,813    393,788
Retirement benefits, less current
   portion . . . . . . . . . . . . . . . . . .     19,688     12,308
Other long-term liabilities. . . . . . . . . .      1,138        281
Deferred income taxes. . . . . . . . . . . . .      5,535      4,364
                                                ----------  ---------
              Total liabilities. . . . . . . .    487,282    584,701
                                                ----------  ---------

Minority Interest. . . . . . . . . . . . . . .      2,873      2,753

Contingencies

Shareholders' equity:
Common stock. Authorized 75,000,000
shares;
   issued 46,639,757 shares in 2002 and
46,409,757 shares in 2001 at a stated value of
   $1.00 per share . . . . . . . . . . . . . .     46,640     46,410
Additional paid-in capital . . . . . . . . . .     21,261     16,923
Retained earnings. . . . . . . . . . . . . . .    225,387    218,619
Accumulated other comprehensive income:
   Foreign currency translation. . . . . . . .     (5,372)   (16,349)
   Additional minimum pension liability. . . .    (10,414)    (2,954)
   Hedging activities                                 ---       (276)
Less cost of common shares held in
 treasury, 14,349,453 and 14,309,654 in 2002
 and 2001, respectively. . . . . . . . . . . .    (59,764)   (58,942)
                                                ----------  ---------
              Total shareholders' equity . . .    217,738    203,431
                                                ----------  ---------
                                                $ 707,893   $790,885
                                                ==========  =========
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)


<S>                                           <C>             <C>                  <C>
                                              Year Ended      Nine Months Ended    Year Ended
                                              December 31,    December 31,         March 31,
                                              --------------  -------------------  ------------
                                                       2002                 2001          2001
                                              --------------  -------------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss). . . . . . . . . . . .  $       9,349   $          (28,912)  $    34,804
  Adjustments to reconcile net earnings
(loss) to
   net cash provided by operating
activities:
     Depreciation of fixed assets. . . . . .         20,959               17,990        22,193
     Amortization. . . . . . . . . . . . . .          6,226                6,084        20,641
     Provision for bad debts . . . . . . . .          5,292                5,986         3,859
     Deferred income taxes . . . . . . . . .         (4,994)             (27,950)       (5,479)
     Stock compensation. . . . . . . . . . .          4,028                  664            28
     Minority interests                                 120                  110           ---
     Impairment charges. . . . . . . . . . .         35,371               51,802         4,800


  Changes in assets and liabilities net of
   effects from acquisitions and
dispositions:
     Decrease (increase) in receivables. . .         27,684               24,618        (8,742)
     Decrease (increase) in inventories. . .         31,071               30,336       (16,131)
     Decrease (increase) in prepaid
expenses . . . . . . . . . . . . . . . . . .          2,884               (1,709)          435
     Increase (decrease) in accounts
payable. . . . . . . . . . . . . . . . . . .         (3,651)             (20,099)          108
     Increase (decrease) in accrued
expense. . . . . . . . . . . . . . . . . . .         (3,455)              14,269        (5,092)
     Increase (decrease) in income tax
       Liabilities . . . . . . . . . . . . .         (9,509)                (102)        5,818
     Other . . . . . . . . . . . . . . . . .          4,818               10,478         1,828
                                              --------------  -------------------  ------------
           Net cash flows provided by
            Operating activities . . . . . .        126,193               83,565        59,070
                                              --------------  -------------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures . . . . . . . . . . .         (7,277)              (6,934)      (22,437)
  Proceeds from disposition of fixed
assets . . . . . . . . . . . . . . . . . . .          2,890                2,431         6,784
  Acquisitions of businesses                            ---                  ---       (88,630)
  Dispositions of businesses                            ---                  ---         9,965
           Net cash flows used in investing
                                              --------------  -------------------  ------------
            activities . . . . . . . . . . .         (4,387)              (4,503)      (94,318)
                                              --------------  -------------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayments of short-term
borrowings . . . . . . . . . . . . . . . . .        (18,356)              (2,822)      (14,749)
  Proceeds from long-term borrowings . . . .         82,611              388,346       105,344
  Repayments of long-term borrowings . . . .       (168,276)            (448,101)      (57,633)
  Bond financing fees                                   ---               (8,837)          ---
  Exercise of stock options                             360                  ---           ---
  Acquisition of treasury stock. . . . . . .           (822)                (635)         (196)
  Dividends paid . . . . . . . . . . . . . .         (2,581)              (1,929)       (2,493)
                                              --------------  -------------------  ------------
           Net cash flows provided by (used
in)
            Financing activities . . . . . .       (107,064)             (73,978)       30,273
EFFECT OF EXCHANGE RATE CHANGES ON
CASH
  AND EQUIVALENTS. . . . . . . . . . . . . .            210                 (563)       (2,595)
                                              --------------  -------------------  ------------
NET INCREASE (DECREASE) IN CASH AND
CASH
  EQUIVALENTS. . . . . . . . . . . . . . . .         14,952                4,521        (7,570)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF
  YEAR . . . . . . . . . . . . . . . . . . .         17,067               12,546        20,116
                                              --------------  -------------------  ------------
CASH AND CASH EQUIVALENTS AT END OF
YEAR . . . . . . . . . . . . . . . . . . . .  $      32,019   $           17,067   $    12,546
                                              ==============  ===================  ============

CASH PAID FOR INTEREST . . . . . . . . . . .  $      38,663   $           14,339   $    33,593
                                              ==============  ===================  ============
CASH PAID FOR INCOME TAXES . . . . . . . . .  $       9,829   $           14,102   $    20,592
                                              ==============  ===================  ============
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY

(In  thousands)


<S>                            <C>      <C>          <C>        <C>             <C>        <C>
                                                                ACCUMULATED
                                        ADDITIONAL              OTHER                      TOTAL
                               COMMON   PAID IN      RETAINED   COMPREHENSIVE   TREASURY   SHAREHOLDERS'
                               STOCK    CAPITAL      EARNINGS   INCOME          STOCK      EQUITY
                               -------  -----------  ---------  --------------  ---------  -------------

Balance at March 31, 2000 . .  45,412       13,866    217,149          (5,062)   (58,111)       213,254

Stock options                     ---           45        ---             ---        ---             45
Stock awards (cancelled)           (4)         (13)       ---             ---        ---            (17)
Net earnings                      ---          ---     34,804             ---        ---         34,804
Cash dividends                    ---          ---     (2,493)            ---        ---         (2,493)
Tax benefit                       ---        2,539        ---             ---        ---          2,539
Currency translation              ---          ---        ---          (7,597)       ---         (7,597)
Increase in minimum pension
liability                         ---          ---        ---          (9,670)       ---         (9,670)
Shares acquired                   ---          ---        ---             ---       (196)          (196)
                               -------  -----------  ---------  --------------  ---------  -------------
Balance at March 31, 2001 . .  45,408       16,437    249,460         (22,329)   (58,307)       230,669
                               -------  -----------  ---------  --------------  ---------  -------------

Stock awards                      ---          664        ---             ---        ---            664
Exercise of warrants            1,002       (1,002)       ---             ---        ---            ---
Net loss                          ---          ---    (28,912)            ---        ---        (28,912)
Cash dividends                    ---          ---     (1,929)            ---        ---         (1,929)
Tax benefit                       ---          824        ---             ---        ---            824
Currency translation              ---          ---        ---          (3,690)       ---         (3,690)
Reduction in minimum pension
Liability                         ---          ---        ---           6,716        ---          6,716
Hedging activities                ---          ---        ---            (276)       ---           (276)
Shares acquired                   ---          ---        ---             ---       (635)          (635)
                               -------  -----------  ---------  --------------  ---------  -------------
Balance at December 31, 2001.  46,410       16,923    218,619         (19,579)   (58,942)       203,431
                               -------  -----------  ---------  --------------  ---------  -------------

Stock options                     180        3,325        ---             ---        ---          3,505
Stock awards                       50          833        ---             ---        ---            883
Net earnings                      ---          ---      9,349             ---        ---          9,349
Cash dividends                    ---          ---     (2,581)            ---        ---         (2,581)
Tax benefit                       ---          180        ---             ---        ---            180
Currency translation              ---          ---        ---          10,977        ---         10,977
Increase in minimum pension
Liability                         ---          ---        ---          (7,460)       ---         (7,460)
Hedging activities                ---          ---        ---             276        ---            276
Shares acquired                   ---          ---        ---             ---       (822)          (822)
                               -------  -----------  ---------  --------------  ---------  -------------
Balance at December 31, 2002.  46,640       21,261    225,387         (15,786)   (59,764)       217,738
                               =======  ===========  =========  ==============  =========  =============
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(In  thousands,  except  share  and  per  share  amounts)
1.SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(A)  BUSINESS  DESCRIPTION.  MacDermid,  Incorporated  and  its  subsidiaries
(collectively,  the  "Corporation" or "MacDermid") was established in Waterbury,
Connecticut,  in  1922.  The  Corporation develops, produces and markets a broad
line of specialty chemical products that are used worldwide.  These products are
supplied  to  the  metal and plastic finishing markets (for automotive and other
applications),  the  electronics  industry  (to  imprint  electrical patterns on
circuit  boards),  the  offshore  oil  and  gas  markets  (for  oil drilling and
exploration)  and to the commercial printing and packaging industries (for image
transfer  and  offset  printing  applications).  The  Corporation,  through  its
majority  owned  subsidiary,  also  designs  and manufactures electronic circuit
boards.
     The  Board  of  Directors on May 21, 2001 voted to change the Corporation's
fiscal  year  to  December  31st.  This  change was effective December 31, 2001.
Accordingly, the Corporation reported a nine month transition year from April 1,
2001  through  December  31,  2001,  reflecting the Corporation's nine months of
operations, comprehensive income/(loss), cash flows and changes in stockholders'
equity.
(B)  PRINCIPLES  OF  CONSOLIDATION.  The  accompanying  consolidated  financial
statements  include  the  accounts  of  the  parent  corporation  and all of its
majority-owned  domestic and foreign subsidiaries.  All significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.  Certain
amounts  in the prior periods of the consolidated financial statements have been
reclassified  to  conform  with  the  current  year  presentation.
(C)  USE  OF ESTIMATES. The preparation of the consolidated financial statements
in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported  amounts  of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of  revenues  and  expenses  during  the reporting period.  Actual results could
differ  from  those  estimates.
(D) CASH AND CASH EQUIVALENTS. For the purpose of the consolidated statements of
cash  flows,  the  Corporation  considers  all  highly  liquid  debt instruments
purchased  with  an  initial  maturity  of  three  months  or  less  to  be cash
equivalents.
(E) CONCENTRATIONS OF CREDIT RISK. The Corporation's business operations consist
principally  of  the  manufacture  and sale of specialty chemicals, supplies and
related  equipment to customers throughout much of the world.  Approximately 40%
of the business is concentrated in the printing industry used for a wide variety
of  applications,  including  offset blankets, printing plates, textile blankets
and  rubber  based  covers  for industrial rollers, while 30% of the business is
concentrated  with  manufacturers  of printed circuit boards which are used in a
wide  variety  of  end-use applications, including computers, communications and
control  equipment,  appliances,  automobiles and entertainment products.  As is
usual  for  this business, the Corporation generally does 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.
(F)  INVENTORIES.  Inventories  are  stated  at  the  lower  of  average cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories are appropriately reserved.  In making any determination, historical
write-offs,  product  evolution, usage rates and quantities of stock on hand are
considered.  Inventory  in  excess  of  the  Corporation's  estimated  usage
requirements  is  written  down  to  its  estimated  net  realizable  value.
(G)  PROPERTY,  PLANT AND EQUIPMENT AND OTHER LONG-LIVED ASSETS. Property, plant
and  equipment  are  stated  at cost. Depreciation and amortization of property,
plant  and  equipment  are  provided  over  the  estimated  useful  lives of the
respective  assets,  principally  on  the  straight-line basis.  The Corporation
categorizes  and  depreciates  its assets over periods ranging from 3 to 5 years
for  computers, software, furniture, fixtures and autos and over periods ranging
from  5  to  20  years  for  machinery,  equipment,  buildings  and  building
improvements.  Capital  leases  are amortized over the lesser of the useful life
of the asset or the life of the lease.  Expenditures for maintenance and repairs
are  charged  directly  to expense; renewals and betterments which significantly
extend  the useful lives are capitalized. Costs and accumulated depreciation and
amortization  on assets retired or disposed of are removed from the accounts and
the  gains  or  losses  resulting  therefrom, if any, are credited or charged to
earnings.
     Patents  and  various  other  intangible  assets  are  amortized  on  a
straight-line  basis  over  their  estimated  useful  lives  as  determined  by
management's  evaluation.  The  present periods of amortization are 15 years for
patents  and  range  between  5  and  30  years  for other separately identified
intangible  assets.
     Effective  January  1, 2002, the Corporation adopted Statement of Financial
Accounting  Standards  No.  144,  Accounting  for  the Impairment or Disposal of
Long-Lived Assets (SFAS144) which requires the Corporation to assess depreciated
or  amortized  long-lived asset groups for impairment whenever events or changes
in  circumstances  indicate  their  carrying  value  may not be recoverable. The
impairment,  if  any,  is  measured by the difference between carrying value and
estimated  fair value and charged to expense in the period identified. Estimated
fair value is generally based on a projected discounted cash flow method using a
discount rate determined by management to be commensurate with the risk inherent
in  the  business  underlying  the asset in question. The remaining amortization
periods  are  periodically  evaluated  and  are revised if considered necessary.
Prior  to  the  adoption  of  SFAS144,  the  impairment of long-lived assets was
assessed under the provisions of Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be  Disposed  of (SFAS121). Fiscal 2002 includes a $7,000 charge to earnings for
assets  written  down  from  the  application  of  SFAS144. Transition year 2001
includes  an $11,598 charge to earnings and fiscal 2001 includes a $3,945 charge
to  earnings  for  assets  written  down  from the application of SFAS121. These
assets have been removed from service and management will evaluate future use or
potential  sale.
(H)  GOODWILL  AND OTHER INTANGIBLE ASSETS. The Corporation adopted Statement of
Financial  Accounting  Standards  No.  142, Goodwill and Other Intangible Assets
(SFAS142),  as  of  April 1, 2001.  Pursuant to SFAS142, goodwill and intangible
assets  with  indeterminable  lives will no longer be amortized, but instead the
carrying amounts will be periodically compared to the current fair value and, if
impairment  occurs, an adjustment to the carrying amount will be required with a
charge  to expense in the period identified.  During 2002, printed circuit board
markets  increasingly  deteriorated  in  Europe  and North America.  Due to this
situation,  discounted cash flows for Eurocir S.A. were assessed pursuant to the
provisions  of  SFAS142,  which  resulted  in  the goodwill associated with this
business  determined  to  be  impaired.  As  a  result,  the Corporation charged
$27,389  against earnings in the fourth quarter of 2002 to write-off the Eurocir
S.A.  goodwill balance.  During transition year 2001, digital printing equipment
sales increasingly fell short of forecast due to factors such as delayed product
introduction.  This  resulted in future budgeted cash flows being reduced.  As a
result,  the  recoverability  of  Colorspan goodwill and other intangible assets
were  assessed pursuant to the provisions of SFAS142 and SFAS121 and written-off
during  the  last  quarterly  period  of  transition year 2001.  The Corporation
charged  $44,963 against earnings in transition year 2001 for Colorspan goodwill
and  other  intangible  assets,  as well as certain other intangible assets that
were  determined  to  be  impaired.  See  Note  1(q)  to  Consolidated Financial
Statements,  Acquisitions.
(I)  EMPLOYEE  BENEFITS.  The Corporation sponsors a variety of employee benefit
programs,  most  of  which  are  non-contributory.
  RETIREMENT. Non-contributory pension and profit sharing retirement plans and a
defined  contribution  401K  retirement  plan  covers substantially all domestic
employees.  The  Corporation  maintains a domestic and a foreign defined benefit
pension  plan.  The projected unit credit actuarial method is used for financial
reporting purposes.  In addition, the Corporation contributes to domestic profit
sharing  and  employee  stock ownership plans, which provide retirement benefits
based  upon  amounts  credited  to  employee  accounts  within  the  plans.  The
Corporation's  funding  policy for qualified plans is consistent with federal or
other  regulations  and  customarily  equals  the amount deducted for income tax
purposes.  Foreign  subsidiaries  contribute to plans, which may be administered
privately  or  by  government  agencies  in  accordance  with local regulations.
  POST-RETIREMENT.  The Corporation currently accrues for post-retirement health
care  benefits  for  U.S.  employees  hired  prior  to  April  1,  1997.  The
post-retirement  health  care  plan  is  unfunded.
  POST-EMPLOYMENT.  The  Corporation  currently  accrues  for  post-employment
disability  benefits  to  employees meeting specified service requirements.  The
post-employment  benefits  plan  is  unfunded.
(J)  FINANCIAL INSTRUMENTS. Statement of Financial Accounting Standards No. 107,
Disclosures  about  Fair  Value of Financial Instruments (SFAS107) requires that
reporting  entities  provide,  to  the  extent  practicable,  the  fair value of
financial  instruments,  both  assets  and  liabilities.  The  Corporation's
outstanding  long-term  fixed rate bonds bear interest of 9.125%, which compares
to 8.5% at fair market value based on the market price of the Corporation's bond
issue  at  December  31,  2002.  The  fair  value  of these outstanding bonds at
December  31,  2002,  is  approximately  $324,000.  The carrying amounts for the
Corporation's  other financial instruments approximate fair value because of the
short  maturity  or  variable  rates  of  those  instruments.
     Under  Statement  of Financial Accounting Standards No. 133, Accounting for
Derivative  Instruments  and  Hedging  Activities  (SFAS133),  adopted  by  the
Corporation  on  April  1,  2001,  hedge accounting provides for the deferral of
gains  or  losses  on  derivative  instruments  until  such  time as the related
transactions  occur.  For those derivatives that do not meet the requirements of
this  pronouncement,  the Corporation recognizes periodic increases or decreases
in  the  fair  value of the derivative with a charge to earnings.  Interest rate
swap  agreements  have  been  employed  by the Corporation to optimize borrowing
costs  by  reducing  exposure  to  possible  future  changes  in interest rates.
Interest  rate  swaps outstanding at December 31, 2002, have not been designated
as  part  of  a  hedge.  Net  receipts  or payments on the swaps are accrued and
recognized  as  adjustments  to  interest  expense.  The estimated fair value of
these  financial instruments at December 31, 2002 is a liability of $3,422 based
on  the  quoted market price from the banks holding the instruments.  On January
7,  2003,  the  Corporation paid the fair market value of $1,053 to purchase the
release  from  liability  on  some  of  these  instruments.  For  the year ended
December 31, 2002, there were charges to earnings of $2,611 and a deferred gain,
net of income taxes, of $276 recorded to accumulated other comprehensive income.
(K)  FOREIGN  OPERATIONS. The assets and liabilities of foreign subsidiaries are
translated  into  U.S.  dollars  at year-end rates of exchange while revenue and
expense  accounts  are translated at weighted-average rates in effect during the
periods.  Translation  of  the  financial  statements resulted in an increase in
equity  of $10,977 in 2002 and a decrease in equity of $3,690 in transition year
2001  and $7,597 in fiscal year 2001.  Foreign currency transactions included in
the  consolidated  statements of earnings resulted in a gain of $650 in 2002 and
losses  of  $362  and  $475  in  transition  year  2001  and  fiscal  year 2001,
respectively.
(L)  REVENUE  RECOGNITION. The Corporation recognizes revenue, including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  The  Corporation's  shipping  terms are customarily "FOB shipping
point"  and  do  not  include  right  of  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.
(M)  OPERATING  EXPENSES. Cost of sales consists primarily of raw material costs
and  related  purchasing  and receiving costs used in the manufacturing process,
salary  and  wages,  fringe  benefits, packaging costs, plant overhead and other
costs  associated  with  the  manufacture  and distribution of the Corporation's
products.
     Selling,  technical and administrative expenses (ST&A) consist primarily of
personnel  and  travel  costs,  advertising  and  marketing  expenses,  product
development  expenses,  administrative  expenses  associated  with  accounting,
finance,  legal,  human  resource,  risk management and overhead associated with
these  functions.
     Research  and  development  costs are expensed as incurred, under ST&A, and
were $19,104 in 2002, $14,922 in transition year 2001 and $24,466 in fiscal year
2001.
(N)  INCOME  TAXES.  The  provision  for income taxes includes federal, foreign,
state  and  local  income  taxes  currently  payable.  Deferred income taxes are
recognized  at currently enacted tax rates for temporary differences between the
financial  reporting  and  income tax basis of assets and liabilities.  Deferred
taxes  are  not provided on the undistributed earnings of subsidiaries operating
outside  the  United  States  that  will  be  permanently  reinvested.
(O) STOCK-BASED PLANS. Effective April 1, 2001, the Corporation adopted the fair
value  expense  recognition  provisions  of  Statement  of  Financial Accounting
Standards  No.  123,  Accounting  for  Stock  Based  Compensation  (SFAS123)
prospectively,  to all stock options granted, modified or settled after April 1,
2001.  Accordingly, compensation expense is measured using the fair value at the
date of grant for options granted after April 1, 2001.  The resulting expense is
amortized  over  the  period  in  which the options are earned.  Previously, and
since  April 1, 1996, the Corporation had adopted the disclosure requirements of
SFAS123  and  continued to account for its stock options by applying the expense
recognition  provisions  of  APB  Opinion No. 25, Accounting for Stock Issued to
Employees  ("APB25").
     Had  the  Corporation  used  the  fair  value expense recognition method of
accounting  for  its  stock  option  plans  (beginning  in  1996)  and  charged
compensation cost against income, over a period consistent with the terms of the
grant,  based  on  the  fair  value  at  the date of grant, net earnings and net
earnings  per  common share for the year ended December 31, 2002, the transition
year  ended  December  31,  2001 and fiscal year ended March 31, 2001 would have
been  reduced  to  the  following  pro  forma  amounts:

<TABLE>
<CAPTION>

(In  thousands,  except  per  share  amounts)


<S>                                  <C>             <C>                  <C>
                                     Year Ended      Nine Months Ended    Year Ended
                                     December 31,    December 31,         March 31,
                                              2002                 2001          2001
                                     --------------  -------------------  ------------
Net earnings available for
common
  shareholders
   As reported. . . . . . . . . . .  $       9,349   $          (28,912)  $    34,804
Add: stock based employee
compensation expense included in
reported net income, net of related
tax effects . . . . . . . . . . . .          2,739                  402            --
Deduct: total stock based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects . . . . . . . .         (3,425)                (994)       (1,190)
                                     --------------  -------------------  ------------
   Pro forma. . . . . . . . . . . .  $       8,663   $          (29,504)  $    33,614
                                     ==============  ===================  ============

Net earnings per common share
  Basic
   As reported. . . . . . . . . . .  $        0.29   $            (0.91)  $      1.12
   Pro forma. . . . . . . . . . . .  $        0.27   $            (0.92)  $      1.08
Diluted
   As reported. . . . . . . . . . .  $        0.29   $            (0.91)  $      1.07
   Pro forma. . . . . . . . . . . .  $        0.27   $            (0.92)  $      1.04
</TABLE>

The  pro forma information above includes stock options granted between April 1,
1995  and  March  31,  2001.  Effects  of  applying  FAS  123,  using  the  fair
value-based  method of accounting, is not representative of the pro forma effect
on  earnings  in  future  years  because it does not take into consideration pro
forma  compensation  expense  related  to  stock  options granted prior to 1996.
(P)  COMMON  SHARE  DATA.  Statement  of Financial Accounting Standards No. 128,
Earnings  Per  Share  (SFAS128)  requires  the presentation of basic and diluted
earnings  per  share (EPS).  EPS is calculated based upon net earnings available
for  common  shareholders  after  deduction  for  preferred  dividends.  The
computation  of  basic  EPS  is based upon the weighted-average number of common
shares  outstanding  during  the period.  Diluted EPS is computed based upon the
weighted-average  number  of  common  shares  outstanding plus the effect of all
dilutive  contingently  issuable  common shares from stock options, stock awards
and  warrants  that  were  outstanding during the period.  Dilutive contingently
issuable common shares are excluded from the computation in periods in which the
result  would  have  an  anti-dilutive effect on earnings per share.  There were
options and warrants totaling 1,162,300 and 469,949 for 2002 and transition year
2001,  respectively, excluded from the diluted EPS calculation because they were
anti-dilutive.
     The  following  table  reconciles  basic  weighted-average  common  shares
outstanding  to  diluted  weighted-average  common  shares  outstanding:

<TABLE>
<CAPTION>



<S>                               <C>           <C>                <C>
                                  Year Ended    Nine Months Ended  Year Ended
                                  December 31,  December 31,       March 31,
                                          2002               2001        2001
                                  ------------  -----------------  ----------
Basic. . . . . . . . . . . . . .    32,220,066         31,911,570  31,153,006
Dilutive effect of stock options       255,089            257,866     246,027
Dilutive effect of warrants                ---            212,083   1,001,352
                                  ------------  -----------------  ----------
Diluted. . . . . . . . . . . . .    32,475,155         32,381,519  32,400,385
                                  ============  =================  ==========
</TABLE>

(Q)  ACQUISITIONS.  Late in fiscal 2001, the Corporation acquired a 60% interest
in Eurocir S.A., a printed circuit board manufacturer based in Spain.  The total
purchase  price  of  approximately  $31,000  was  accounted  for  as  a purchase
transaction  and  included inventory, fixed assets and goodwill of approximately
$27,000.  The  consolidated  operating  results  have  included  the  results of
Eurocir  S.A. since January 1, 2001.  Minority interest amounts are reflected in
the  financial  statements  at December 31, 2002 and 2001.  There is no minority
interest  separately  identified  in  the  financial  statements for fiscal 2001
because  the  amounts  were  not  considered material to the financial statement
presentation  and  final  determination  of  purchase  allocations  had not been
completed  as  of  the  balance  sheet  date.  The  purchase  and sale agreement
includes a put and call arrangement for the remaining 40% interest which expires
after  the  fifth  anniversary  of the closing date.  The purchase price for the
remaining  40%  is  based  on  a  multiple  of  earnings  from operations before
interest, taxes on earnings, depreciation and amortization ("EBITDA") during the
period ending on the fifth anniversary of the closing date.  The acquisition was
financed  through  bank  borrowings under the revolving credit facility.  During
2002,  printed  circuit  board  markets  increasingly deteriorated in Europe and
North  America.  Due  to  this situation, discounted cash flows for Eurocir S.A.
were  assessed  pursuant  to  the  provisions  of SFAS142, which resulted in the
goodwill  associated with this business determined to be impaired.  Accordingly,
the  Corporation  charged $27,389 against earnings in the fourth quarter of 2002
to  write-off  the  Eurocir  S.A.  goodwill  balance.
     On  June  13, 2000, the Corporation acquired the assets, subject to certain
liabilities,  of the digital graphics business unit of VirtualFund.com, Inc. and
those  results  are  included  in  the consolidated operating results since that
date.  The  acquisition was financed through bank borrowings under the revolving
credit  facility.  The  total  purchase  price  of  approximately  $47,000  was
accounted  for  as  a purchase transaction and included inventory, fixed assets,
goodwill  of  approximately $25,000 and other intangible assets of approximately
$17,000.  During  transition  year  2001,  digital  printing  equipment  sales
increasingly  fell  short  of  forecast  due  to factors such as delayed product
introduction.  This  resulted in future budgeted cash flows being reduced.  As a
result,  the  recoverability  of  Colorspan goodwill and other intangible assets
were  assessed,  pursuant  to  the  provisions  of  SFAS121  and  SFAS142,  and
written-off with $40,675 charged to earnings during the last quarterly period of
transition  year  2001.
     The  following table shows the balance for acquisition reserves included in
other  accrued  liabilities  on  the  Consolidated Balance Sheet at December 31,
2002.  The  payment column includes amounts paid of $210 in fiscal 2002, $312 in
transition  year  2001 and $621 in fiscal 2001. The activity is shown cumulative
since  inception  and  the  remaining  balance will be paid periodically through
fiscal  2008:

<TABLE>
<CAPTION>

(In  thousands)


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

Description . . . . .  Inception   Adjustments    Payment   Balance
---------------------  ----------  -------------  --------  --------


U.S. facilities . . .  $    3,550  $      1,035   $  3,374  $  1,211
Overseas facilities .         650          (150)        73       427

U.S. redundancies . .         700           500      1,200        --
Overseas redundancies       1,350         2,600      3,950        --

U.S. environmental. .       2,000            --        188     1,812
                       ----------  -------------  --------  --------
Total . . . . . . . .  $    8,250  $      3,985   $  8,785  $  3,450
                       ==========  =============  ========  ========
</TABLE>

(R)  RESTRUCTURING  CHARGES.  In  the  last quarter of transition year 2001, the
Corporation announced the closure of certain of its Printing Solutions (formerly
Graphic  Arts)  and  Advanced  Surface  Finishing manufacturing facilities.  The
activities  of the affected locations have been relocated to other facilities in
order  to  run those operations more cost effectively.  In connection with these
actions,  restructuring charges of $1,859 for severance related costs and $7,807
for facility closing costs, disposal services and asset write-offs were recorded
during  the  transition  year  ended  December 31, 2001.  Total cash payments of
$3,023 and other charges of $6,643 have been made since inception.  In addition,
an  $11,598  charge,  consisting  of a cash charge of $709 for severance related
costs  and  other  charges  of  $10,889  for  asset write-offs was taken for the
closure  of  the  production  activities at Dynacircuits.  At December 31, 2002,
this  restructuring  action  has  been completed and no provisions remain in the
consolidated  balance  sheet.
     During  the  second  quarter  of  fiscal  year  ended  March  31,  2001  a
restructuring  program  was  begun in an effort to reposition operations in both
Printing  Solutions  and Advance Surface Finishing.  The Corporation took action
to reduce its cost structure on operations that had increased significantly from
acquisitions  over  the  previous  two years.  In connection with these actions,
restructuring  charges  of  $6,133 for severance and $530 for lease cancellation
and  asset  write-offs  were  recorded  during fiscal year ended March 31, 2001.
Total  cash  payments  of  $5,904 and other charges of $759 have been made since
inception.  At  December  31, 2002, this restructuring action has been completed
and  no  provisions  remain  in  the  consolidated  balance  sheet.
(S)  RECENT  ACCOUNTING  STANDARDS.  In  June 2001, the FASB issued Statement of
Financial  Accounting  Standards  No.  143,  Accounting  for  Asset  Retirement
Obligations  (SFAS143)  which  addresses  financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS143  requires  recognition  of  asset
retirement  obligations  as a liability rather than a contra-asset.  Adoption of
SFAS143,  effective  January  1,  2003,  will  not have a material effect on the
Corporation's  financial  statements.
     Effective  January  1, 2002, the Corporation adopted Statement of Financial
Accounting  Standards  No.  144,  Accounting  for  the Impairment or Disposal of
Long-Lived  Assets  (SFAS144)  which  excludes from the definition of long-lived
assets  goodwill and other intangibles that are not amortized in accordance with
SFAS142.  SFAS144  requires  long-lived  assets  to be disposed of by sale to be
measured  at  the  lower  of  carrying  amount  or fair value less cost to sell,
whether  reported  in  continuing  operations  or  in  discontinued  operations.
SFAS144  also  expands  the  reporting  of  discontinued  operations  to include
components  of  an  entity  that  have  been  or will be disposed of rather than
limiting  such discontinuance to a segment of a business.  Prior to the adoption
of  SFAS144,  the  impairment  of  long-lived  assets  was  assessed  under  the
provisions  of  SFAS121.  SFAS144  retained  the  requirements  of  SFAS121  to
recognize  an  impairment loss only if the carrying amount of a long-lived asset
is not recoverable from its undiscounted cash flows and to measure an impairment
loss  as the difference between the carrying amount and fair value of the asset.
The  adoption  of  SFAS144 did not have any impact on the carrying amount of the
Corporation's  long-lived  assets.
     In  April 2002, the FASB issued Statement of Financial Accounting Standards
No.  145,  Rescission  of  FASB  Statements  No. 4, 44 and 64, Amendment of FASB
Statement  No.  13,  and  Technical Corrections (SFAS145).  SFAS145, among other
things,  rescinds  SFAS  No.  4,  which  required  all gains and losses from the
extinguishment of debt to be classified as an extraordinary item and amends SFAS
No.  13  to  require that certain lease modifications that have economic effects
similar  to  sale-leaseback  transactions be accounted for in the same manner as
sale-leaseback  transactions.  Adoption  of  SFAS145, effective January 1, 2003,
will  not  have  a  material  effect  on the Corporation's financial statements.
     In  July  2002  the FASB issued Statement of Financial Accounting Standards
No.  146,  Accounting  for  Costs  Associated  with  Exit or Disposal Activities
(SFAS146)  which  requires  companies to recognize costs associated with exit or
disposal  activities  when  a liability is incurred rather than at the date of a
commitment to an exit or disposal plan.  The provisions of SFAS146 are effective
for  exit  or  disposal  activities  that are initiated after December 31, 2002.
Adoption  of SFAS146, effective January 1, 2003, will not have a material effect
on  the  Corporation's  financial  statements.
     In  January  2003,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  148,  Accounting  for  Stock-based Compensation - Transition and
Disclosure  (SFAS148)  which  amends  SFAS123  to provide alternative methods of
transition for enterprises that elect to change to the SFAS123 fair value method
of  accounting  for  stock-based  employee  compensation.  Since the Corporation
adopted  the  fair  value  method  of  accounting  for  stock-based  employee
compensation  for  the  reporting  year ended December 31, 2001, the alternative
methods  of transition to that method provided by SFAS148 will have no effect on
its  financial  statements.  SFAS148  also amends the disclosure requirements of
SFAS123  to  require  prominent disclosures in both annual and interim financial
statements  about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  The required disclosures
have  been  provided  in  these  financial statements, and the disclosures to be
provided  in  interim  financial  reports  will  be provided for interim periods
beginning  in  2003.
     In November 2002, the FASB issued Interpretation No. 45 (FIN45) Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others,  which  requires  that  a liability be
recorded  in  the  guarantor's  balance  sheet upon issuance of a guarantee.  In
addition,  FIN45  requires  disclosures  about the guarantees that an entity has
issued,  including  product  warranty  liabilities.  The  Corporation  does  not
maintain  any  warranty  expense  or  related liabilities for its core specialty
chemicals business.  Warranties for certain ancillary business are not material.
The  Corporation  adopted  FIN45  at  December  31,  2002  and it did not have a
material  effect  on  its  consolidated  financial  statements.
     In  January  2003,  the  FASB  issued  FIN  No. 46 (FIN46) Consolidation of
Variable  Interest  Entities  and Interpretation of Accounting Research Bulletin
No. 51.  FIN46 requires certain variable interest entities to be consolidated by
the  primary  beneficiary of the entity if the equity investors in the entity do
not  have the characteristics of a controlling financial interest or do not have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  subordinated  financial  support  from  other  parties.  FIN46  is
effective  for  all  new  variable  interest  entities created or acquired after
January  31,  2003.  The  Corporation does not expect that the adoption of FIN46
will  have  a  significant  effect  on  its  consolidated  financial statements.

2.VALUATION  AND  QUALIFYING  ACCOUNTS  AND  RESERVES
The  major  components of the allowance for doubtful receivables at December 31,
2002  and  2001,  and  March  31,  2001  were  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>                <C>         <C>         <C>            <C>           <C>
                                                                        BALANCE
                   BALANCE     ADDITIONS                                AT
                   AT          CHARGED     ADDITIONS                    END
                   BEGINNING   TO          DUE TO                       OF
                   OF PERIOD   EARNINGS    ACQUISITIONS   DEDUCTIONS*   PERIOD
                   ----------  ----------  -------------  ------------  --------

March 31, 2001. .  $   10,541  $    3,859  $         894  $      3,536  $ 11,758
                   ==========  ==========  =============  ============  ========
December 31, 2001  $   11,758  $    5,986            ---  $      3,102  $ 14,642
                   ==========  ==========  =============  ============  ========
December 31, 2002  $   14,642  $    5,292            ---  $      7,191  $ 12,743
                   ==========  ==========  =============  ============  ========
<FN>

*  Bad  debts  charged  off  less  recoveries  and  translation  adjustments.
</TABLE>


3.INVENTORIES
The  major  components  of  inventory  at  December  31,  were  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>                         <C>      <C>
                               2002      2001
                            -------  --------

Finished goods . . . . . .  $43,639  $ 57,882
Raw materials and supplies   30,625    38,199
Equipment. . . . . . . . .   11,474    14,953
                            -------  --------
   Inventories . . . . . .  $85,738  $111,034
                            =======  ========
</TABLE>

4.PROPERTY,  PLANT  AND  EQUIPMENT
The  major components of property, plant and equipment (at cost) at December 31,
were  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>                                   <C>       <C>
                                          2002      2001
                                      --------  --------

Land and improvements. . . . . . . .  $  9,635  $ 11,359
Buildings and improvements . . . . .    90,168    91,345
Machinery, equipment and fixtures. .   185,529   190,012
                                      --------  --------
                                       285,332   292,716
Less accumulated depreciation and
amortization . . . . . . . . . . . .   152,751   140,234
                                      --------  --------
   Net property, plant and equipment  $132,581  $152,482
                                      ========  ========
</TABLE>

5.GOODWILL  AND  OTHER  INTANGIBLE  ASSETS
The  Corporation  adopted  Statement  of Financial Accounting Standards No. 142,
Goodwill  and  Other  Intangible Assets (SFAS142) as of April 1, 2001.  The fair
value of goodwill using the expected value of future cash flows was in excess of
the  carrying  value  upon adoption.  During 2002, printed circuit board markets
increasingly  deteriorated  in Europe and North America.  Due to this situation,
discounted  cash flows for Eurocir S.A. were assessed pursuant to the provisions
of  SFAS142,  which  resulted  in  the  goodwill  associated  with this business
determined  to be impaired.  The Corporation charged $27,389 against earnings in
the  fourth  quarter of 2002 to write-off the Eurocir S.A. goodwill balance.  In
addition,  $982 was charged against earnings to write off certain other goodwill
in  certain reportable units no longer supported by discounted cash flows, under
Advance  Surface  Finishing.  During  transition  year  2001,  digital  printing
equipment  sales  increasingly  fell  short  of  forecast due to factors such as
delayed product introduction.  This resulted in future budgeted cash flows being
reduced.  As  a  result,  the  recoverability  of  Colorspan  goodwill and other
intangible  assets  were  assessed  pursuant  to  the  provisions of SFAS121 and
SFAS142  and  written-off  during  the  last quarterly period of transition year
2001.  The  Corporation charged $44,963 against earnings in transition year 2001
for  Colorspan  goodwill  and  other  intangibles (see Note 1(q) to Consolidated
Financial  Statements, Acquisitions), as well as certain other intangible assets
that  were  determined  to  be  impaired.
     The  carrying  amounts  of  Goodwill by segment (Advanced Surface Finishing
("ASF"),  Printing  Solutions ("PS") and Electronics Manufacturing ("EM")) as of
December  31,  2002  and  2001,  are  as  follows:

<TABLE>
<CAPTION>



<S>                                 <C>        <C>        <C>        <C>
(In thousands) . . . . . . . . . .  ASF        PS         EM         Total
                                    ---------  ---------  ---------  ---------
Balance as of April 1, 2001. . . .  $115,878   $ 96,042   $ 24,178   $236,098
Goodwill added during the year . .     6,396         --      2,930      9,326
Goodwill impaired during the year.        --    (23,792)        --    (23,792)
Effects of currency translation. .       778       (120)       281        939
                                    ---------  ---------  ---------  ---------
Balance as of December 31, 2001. .  $123,052   $ 72,130   $ 27,389   $222,571
Goodwill impaired during the year.      (982)        --    (27,389)   (28,371)
                                    ---------  ---------  ---------  ---------
Balance as of December 31, 2002. .  $122,070   $ 72,130         --   $194,200
                                    =========  =========  =========  =========
</TABLE>

Acquired  intangible  assets  at  December  31,  2002  and  2001 are as follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>            <C>              <C>             <C>      <C>              <C>             <C>
                                         2002                                      2001
                                --------------                            --------------
               Gross Carrying   Accumulated     Net      Gross Carrying   Accumulated     Net
               Amount           Amortization    Amount   Amount           Amortization    Amount
               ---------------  --------------  -------  ---------------  --------------  -------
Patents . . .  $        19,698  $      (8,123)  $11,575  $        20,865  $      (8,357)  $12,508
Trademarks. .           27,481         (8,788)   18,693           28,281         (8,093)   20,188
Manufacturing
Process . . .               --             --        --            5,252         (5,252)       --
Others. . . .            3,607         (2,050)    1,557           19,612        (14,883)    4,729
               ---------------  --------------  -------  ---------------  --------------  -------
   Total. . .  $        50,786  $     (18,961)  $31,825  $        74,010  $     (36,585)  $37,425
               ===============  ==============  =======  ===============  ==============  =======
</TABLE>

Included  in  the table above, is the net carrying amount of $16,233 at December
31,  2002  and  2001  for  trademarks  which  are not being amortized due to the
indefinite  life  associated  with  these  assets.
<TABLE>
<CAPTION>



<S>                                  <C>            <C>                  <C>
Additional Transitional
Disclosures:. . . . . . . . . . . .  Year Ended     Nine Months Ended    Year Ended
(in thousands). . . . . . . . . . .  December 31,   December 31,         March 31,
                                              2002                2001          2001
                                     -------------  -------------------  -----------
Reported net earnings (loss). . . .  $       9,349  $          (28,912)  $    34,804
Add back:  Goodwill amortization. .             --                  --         6,781
                                     -------------  -------------------  -----------
Adjusted net earnings (loss). . . .  $       9,349  $          (28,912)  $    41,585

Basic earnings (loss) per share:
  Reported net earnings (loss). . .  $        0.29  $            (0.91)  $      1.12
  Goodwill amortization . . . . . .             --                  --   $      0.21
                                     -------------  -------------------  -----------
  Adjusted net earnings (loss). . .  $        0.29  $            (0.91)  $      1.33

Diluted earnings (loss) per share:
   Reported net earnings (loss) . .  $        0.29  $            (0.91)  $      1.07
   Goodwill amortization. . . . . .             --                  --   $      0.21
                                     -------------  -------------------  -----------
  Adjusted net earnings (loss). . .  $        0.29  $            (0.91)  $      1.28
</TABLE>



Aggregate  amortization  expense  of  intangible  assets  for  2002  was $2,454.
Estimated  amortization  expense  for  the  Corporation's  intangible  assets is
expected  to  approximate  $2,500  for  each  of  the  next  five  fiscal years.


6.NOTES  PAYABLE
Notes  payable at December 31, 2002 and 2001 consisted of outstanding borrowings
under  available  lines  of  credit.  The terms of the lines of credit generally
provide  for  interest rates at or below the prime rate on the date of borrowing
for  its  domestic borrowings and vary with local currency exchange rate changes
with  its  foreign  borrowings.  The  lines  of  credit  aggregate approximately
$54,000  at  December 31, 2002 and can be withdrawn at any time at the option of
the  banks.  The  weighted-average  interest  rates  on  short-term  borrowings
outstanding  at  the  end  of  December  31,  2002  and 2001 were 4.3% and 5.0%,
respectively.
7.EMPLOYEE  BENEFIT  &  STOCK  OPTION  PLANS
PENSION,  POST-RETIREMENT  &  POST-EMPLOYMENT  BENEFITS
The Corporation has defined benefit pension, defined contribution profit sharing
and  employee  stock  ownership  plans  for  substantially  all  of its domestic
employees.  Aggregate  amounts  charged to earnings for these plans for the year
ended December 31, 2002, transition year ended December 31, 2001 and fiscal year
ended  March  31,  2001  were  $5,709,  $3,168  and  $2,347,  respectively.
PENSION. The domestic pension plan provides retirement benefits based upon years
of  service and compensation levels. Plan assets at fair value consist primarily
of  listed  stocks,  bonds  and  guaranteed  investment  contracts, and included
393,255 shares of the Corporation's common stock having a market value of $8,986
at  December 31, 2002 and $6,666 at December 31, 2001.  The Corporation also has
a  retirement  and  death  benefit  plan,  covering  employees  located in Great
Britain.  As  of  April 6, 1997, this plan converted from a defined benefit to a
defined  contribution  basis  for  pensionable  service  after  that  date.  The
obligation  has been recognized for past service benefits, which continue on the
defined  benefit  basis.  The  Corporation's other foreign subsidiaries maintain
benefit  plans  that  are  consistent  with  statutory  practices  and  are  not
significant.
POST-RETIREMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit
post-retirement  medical  and  dental  plan  that  covers  all  of  its domestic
full-time  employees, hired prior to April 1, 1997, who retire after age 55 with
at  least 10 to 20 years of service (depending upon the date of hire).  Eligible
employees retiring after March 31, 1998 are required to contribute the full cost
of  the plan until they reach age 65.  At age 65 the Corporation will contribute
a  portion  of  the  cost.  The Corporation's subsidy level is subject to a cap,
which  increases 3% each year.  Retirees will be required to contribute the plan
cost  in  excess  of  the  cap  in  addition  to  other  required contributions.
     The  projected  benefit obligation for the post-retirement plan at December
31,  2002  comprised 60% retirees, 9% fully eligible active participants and 31%
other  active  participants.  The  annual  increase  in  cost  is  3%  for
post-retirement  medical  benefits (no assumed rate increase for dental benefits
since  it  is a scheduled plan) since the Corporation's contributions are at the
defined  cap.  The  medical  cost  trend  rate  assumption  has no effect on the
amounts  reported  due  to  the  cap  on  contributions paid by the Corporation.
POST-EMPLOYMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit,
post-employment  compensation continuation plan that covers all of its full time
domestic  employees.  Employees  who  have  completed  at  least  six  months of
service,  become  permanently  disabled  and  are  unable  to return to work are
eligible  to  receive  a benefit under the plan.  The benefit may range from one
week  to  a  maximum  of  six  months  of  compensation.  The  estimated ongoing
after-tax  annual  cost  is  not  material.
The following table sets forth the components of the pension and post-retirement
benefit  plans  with  respect to the Consolidated Balance Sheets at December 31,
2002  and  2001:

<TABLE>
<CAPTION>

(in  thousands)


<S>                            <C>         <C>         <C>         <C>        <C>         <C>
                                                                              Post        Retirement
                                                                              ----------  ------------
                               Pension     Benefits                           Benefits
                               ----------  ----------                         ----------
                                    2002                    2001                   2002          2001
                               ----------              ----------             ----------  ------------
                               Domestic    Foreign     Domestic    Foreign    Domestic    Domestic
                               ----------  ----------  ----------  ---------  ----------  ------------
Reconciliation of Projected
Benefit Obligation:
Projected benefit obligation
at
Beginning of year . . . . . .  $  42,187   $  39,758   $  39,064   $ 47,037   $   5,975   $     5,532
Service cost (benefits
earned
During the period). . . . . .      3,836         479       2,726        514         126            91
Interest cost on the
projected
Benefit obligation. . . . . .      3,010       2,279       2,132      2,088         417           313
Plan participants
contribution. . . . . . . . .         --         214          --        148          --            --
Plan amendments . . . . . . .        103          --          --         --         892            --
Actuarial (gain)/loss
excluding
Assumption change . . . . . .     (1,238)      2,692      (1,005)    (9,056)       (450)          364
Actuarial (gain)/loss due to
Assumption change . . . . . .      3,220          --          --         --         314            --
Benefits paid . . . . . . . .     (1,654)     (1,549)       (730)    (1,245)       (380)         (325)
Translation difference. . . .         --       4,458          --        272          --            --
                               ----------  ----------  ----------  ---------  ----------  ------------
Projected benefit obligation
at
End of year . . . . . . . . .     49,464      48,331      42,187     39,758       6,894         5,975
                               ----------  ----------  ----------  ---------  ----------  ------------

Reconciliation of Fair Value
of
Plan Assets:
Fair value of plan assets at
Beginning of year . . . . . .     31,752      38,453      34,806     41,045          --            --
Actual return on plan assets
(net of expenses) . . . . . .      4,266      (3,472)     (2,324)    (2,048)         --            --
Employer contribution . . . .      1,729         363          --        261         380           325
Plan participants
contribution. . . . . . . . .         --         214          --        148          --            --
Benefits paid . . . . . . . .     (1,654)     (1,549)       (730)    (1,245)       (380)         (325)
Translation difference. . . .         --       3,769          --        292          --            --
                               ----------  ----------  ----------  ---------  ----------  ------------
Fair value of plan assets at
end of year . . . . . . . . .     36,093      37,778      31,752     38,453          --            --
                               ----------  ----------  ----------  ---------  ----------  ------------

Funded Status:
Funded status . . . . . . . .    (13,267)    (10,554)    (10,435)    (1,304)     (6,894)       (5,975)
Unrecognized net actuarial
Loss. . . . . . . . . . . . .      7,730      14,878       7,662      4,835       1,718         1,980
Unamortized prior service
cost. . . . . . . . . . . . .        192          --         114         --          --            --
Plan amendments . . . . . . .         --          --          --         --         892            --
                               ----------  ----------  ----------  ---------  ----------  ------------
Net amount recognized . . . .     (5,345)      4,324      (2,659)     3,531      (4,284)       (3,995)


Amounts recognized in the
Consolidated Balance Sheet
consists of:
Accrued benefit liability . .     (5,345)    (10,554)     (2,659)    (1,304)     (4,284)       (3,995)
Accumulated other
Comprehensive income. . . . .         --      14,878          --      4,835          --            --
                               ----------  ----------  ----------  ---------  ----------  ------------
Net amount recognized . . . .  $  (5,345)  $   4,324   $  (2,659)  $  3,531   $  (4,284)  $    (3,995)
                               ==========  ==========  ==========  =========  ==========  ============

Weighted Average
Assumptions:
Discount rate . . . . . . . .       6.75%        5.5%       7.25%       6.0%       6.75%         7.25%
Rate of compensation
increase. . . . . . . . . . .        5.0%        4.5%        5.0%       4.5%         --            --
Long-term rate of return on
Assets. . . . . . . . . . . .        8.0%        8.0%        9.0%       8.0%         --            --
Annual increase in cost of
Medical benefits. . . . . . .         --          --          --         --         3.0%          3.0%
</TABLE>

The  following  table  sets forth the components of net periodic benefit cost of
the  pension  and post-retirement benefit plans with respect to the Consolidated
Statements  of  Earnings  for  the year ended December 31, 2002, transition year
ended  December  31,  2001  and  fiscal  year  ended  March  31,  2001:
<TABLE>
<CAPTION>

(in  thousands)

                     Pension     Benefits                                                   Post     Retirement   Benefits
                    ----------  ----------                                                ---------  -----------  ---------
                                                                                                                    March
                                                                                                                  ---------
                     December      31,                               March        31,     December       31,         31,
                    ----------  ----------                         ----------  ---------  ---------  -----------  ---------
                       2002                    2001                   2001                  2002        2001        2001
                    ----------              ----------             ----------             ---------  -----------  ---------
                     Domestic    Foreign     Domestic    Foreign    Domestic    Foreign   Domestic    Domestic    Domestic
                    ----------  ----------  ----------  ---------  ----------  ---------  ---------  -----------  ---------
<S>                 <C>         <C>         <C>         <C>        <C>         <C>        <C>        <C>          <C>
Net Periodic
Benefit Expense:
Service cost . . .  $   3,836   $     479   $   2,726   $    514   $   3,056   $    735   $     126  $        91  $     109
Interest cost on
the projected
Benefit obligation      3,010       2,279       2,132      2,088       2,482      2,357         417          313        387
Expected return
on plan
 Assets. . . . . .     (2,483)     (2,525)     (2,322)    (2,424)     (3,540)    (3,165)         --           --         --
Amortization of
prior service
Cost . . . . . . .         25          --          12         --          58         --         126           --         80
Amortization of
transition
Obligation . . . .         --          --          --       (332)       (229)        --          --           --         --
Recognized
actuarial
 (gain)/loss . . .        280         723          38        590        (179)      (117)         --          104         --
Curtailment gain .         --          --          --         --        (339)        --          --           --         --

Net periodic
                    ----------  ----------  ----------  ---------  ----------  ---------  ---------  -----------  ---------
benefit cost . . .  $   4,668   $     956   $   2,586   $    436   $   1,309   $   (190)  $     669  $       508  $     576
                    ==========  ==========  ==========  =========  ==========  =========  =========  ===========  =========
</TABLE>

EMPLOYEE  STOCK  INCENTIVE  PLANS
1992  PLAN:  In 1993, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1992 (the 1992 plan), for the issuance of up to
2,700,000  shares  under  which  certain  employees  have  been  granted options
totaling  2,545,565  shares.  Options  granted under the 1992 plan are generally
exercisable,  at  a  price  equal to two-thirds of the market price at the grant
date,  during a four-year period beginning with the grant date.  The options are
exercisable  into  restricted  shares  of  common stock, which cannot be sold or
transferred, except back to the Corporation at cost, during the four-year period
commencing  with  the  exercise  date.
     For  options granted prior to April 1, 2001, compensation expense, which is
equal  to  the  difference  between  the  fair market value of the Corporation's
common  stock  on  the  date  of  an  option grant and the exercise price of the
underlying  shares  was  amortized  over  a  six-year  period.  There  was  no
compensation  expense  for  this plan in 2002.  Compensation expense relating to
this  plan was $45 for both transition year 2001 and fiscal year ended March 31,
2001.
1995  PLAN:  In  1996,  the Corporation adopted a non-qualified equity incentive
plan,  approved  by  the  shareholders  in  July  1995  (the 1995 plan), for the
issuance of up to 900,000 shares under which certain employees have been granted
a  total of 472,947 restricted shares, having market prices of between $4.75 and
$38.31  on  the dates of grant.  All shares of restricted stock issued under the
1995  plan  must  be  held  and  cannot  be  sold  or transferred, except to the
Corporation  for  a  period  of  four  years  from  the  date  of the award.  No
compensation expense was charged during 2002, transition year ended December 31,
2001  or  fiscal  year  ended  March  31,  2001.
1998  PLAN:  In 1999, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1999 (the 1998 plan), for the issuance of up to
1,500,000  shares  under  which  certain  employees  have  been  granted options
totaling  1,006,650  shares.  Options  granted under the 1998 plan generally are
exercisable  during  a ten-year period beginning with the grant date, at a price
equal  to  a  one-third-premium  over  market  price  at the date of grant.  The
options  are  exercisable  into  unrestricted  shares of common stock, except as
otherwise  provided,  under  the  terms  of  the plan, at the time of grant.  No
compensation expense was charged during 2002, transition year ended December 31,
2001  or  fiscal  year  ended  March  31,  2001.
2001 PLANS: In 2001, the Corporation adopted a non-qualified key executive stock
option  plan,  approved  by shareholders in July 2001 (the 2001 executive plan),
for  the  issuance  of up to 3,000,000 shares under which certain employees have
been  granted options totaling 1,448,369 shares.  Options granted under the 2001
executive  plan  generally are exercisable during a six-year period beginning at
the vesting date, which is four years after the grant date.  The option price is
variable,  based  upon  the  market  price  at  date  of grant, adjusted for the
Corporation's  performance  in  comparison  to  the Standard and Poors Specialty
Chemicals  Index  during the exercise period.  The number of options is variable
based  upon  a  multiple  determined  by the Corporation's cumulative percentage
owner  earnings  growth  during  the  four year vesting period.  The options are
exercisable  into  unrestricted  shares  of  common  stock,  except as otherwise
provided  at  the  time  of  grant.
     Also,  in  2001, the Corporation adopted a non-qualified all employee stock
option plan, approved by shareholders in July 2001 (the 2001 employee plan), for
the  issuance  of up to 1,000,000 shares under which certain employees have been
granted  options  totaling  426,050  shares.  Options  granted  under  the  2001
employee  plan  generally  are exercisable during a six-year period beginning at
the  vesting date, which is four years after the grant date, at a price equal to
the  market  price  at  the  date  of  grant.  The  options are exercisable into
unrestricted shares of common stock, except as otherwise provided at the time of
grant.
     Options  issued  under  the  Corporation's  stock  incentive  plans  and
outstanding  at  December  31,  2002  have exercise prices ranging from $1.79 to
$55.50,  expiring  periodically through fiscal 2012, summarized in the following
table  as  of  December  31,  2002  and  2001,  and  March  31,  2001:

<TABLE>
<CAPTION>



<S>                                  <C>                  <C>                <C>                   <C>          <C>
                                              FIXED OPTION PLANS                                        INDEXED OPTION PLANS
                                             -------------------                                        --------------------
                                     NUMBER               WEIGHTED-AVERAGE                         NUMBER       WEIGHTED-AVERAGE
                                     OF OPTIONS           EXERCISE PRICE                           OF OPTIONS   EXERCISE PRICE
                                     -------------------  -----------------                        ----------   -----------------

Outstanding March 31, 2000. . . . .           1,203,715   $           30.16                                --                  --
Fiscal 2001 activity:
   Granted. . . . . . . . . . . . .             265,000   $           30.33                                --                  --
   Exercised. . . . . . . . . . . .                  --                  --                                --                  --
   Forfeited. . . . . . . . . . . .                  --                  --                                --                  --
   Outstanding at March 31, 2001. .           1,468,715   $           30.30                                --                  --

Transition year 2001 activity:
   Granted. . . . . . . . . . . . .             557,250   $           16.75                           670,500   $           16.75
   Exercised. . . . . . . . . . . .                  --                  --                                --                  --
   Forfeited. . . . . . . . . . . .                  --                  --                                --                  --
   Outstanding at December 31, 2001           2,025,965   $           26.39                           670,500   $           16.75

Fiscal 2002 activity:
   Granted. . . . . . . . . . . . .              30,250   $           20.02                           977,869   $           19.54
   Exercised. . . . . . . . . . . .            (180,000)  $            2.00                                --                  --
   Forfeited. . . . . . . . . . . .            (161,450)  $           16.75                          (200,000)  $           17.66
   Outstanding at December 31, 2002           1,714,765   $           29.75                         1,448,369   $           18.51
</TABLE>


Total options exercisable under fixed option plans were 1,288,715 as of December
31, 2002 and 1,468,715 as of December 31, 2001 and March 31, 2001.  There are no
options  exercisable  under  the indexed option plans for all periods presented.

<TABLE>
<CAPTION>

The following table summarizes information about fixed stock options outstanding
at  December  31,  2002:


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

EXERCISE. . .  NUMBER       WEIGHTED-AVERAGE  WEIGHTED-AVERAGE
PRICES. . . .  OUTSTANDING  REMAINING LIFE    EXERCISE PRICE
-------------  -----------  ----------------  -----------------


1.79-$1.89 .      270,000         1.1 years  $            1.84
16.75-$20.29      426,050         8.6 years  $           16.98
30.33-$32.75      277,065         7.2 years  $           30.44
45.00-$55.50      741,650         6.3 years  $           46.98
               -----------  ----------------  -----------------
                 1,714,765         6.2 years  $           29.75
</TABLE>


<TABLE>
<CAPTION>

The  following  table  summarizes  information  about  indexed  stock  options
outstanding  at  December  31,  2002:


<S>            <C>          <C>               <C>
EXERCISE. . .  NUMBER       WEIGHTED-AVERAGE  WEIGHTED-AVERAGE
PRICES. . . .  OUTSTANDING  REMAINING LIFE    EXERCISE PRICE
-------------  -----------  ----------------  -----------------


16.75-$21.40    1,448,369         8.8 years  $           18.51
</TABLE>



     The  weighted-average  grant-date fair value of options granted in 2002 was
$11.28  for  fixed  options and $8.61 for indexed options and in transition year
2001  was $6.14 for fixed options and $3.75 for indexed options. The application
of  the fair value expense recognition method of accounting for options resulted
in  the  following expense included in the results of operations: for 2002, $590
for  fixed  options and $2,555 for indexed options and for transition year 2001,
$357  for  fixed  options  and  $262  for  indexed options. The weighted-average
grant-date  fair  value  of fixed options granted in fiscal year 2001 was $6.96.
The  fair-values  were  determined by utilizing the Black-Scholes option-pricing
model  and  the  following  key  assumptions:

<TABLE>
<CAPTION>



<S>                      <C>                 <C>       <C>               <C>        <C>              <C>
                                    December 31, 2002             December 31,2001             March 31, 2001
                                   ------------------            ----------------             ---------------
                                  (indexed)   (fixed)                    (indexed)          (fixed)   (fixed)

Risk-free interest rate               1.84%     4.24%                        2.11%            4.65%     6.50%
Expected option life. .            6 years   6 years                      6 years          6 years   6 years
Expected volatility . .               39.1%     53.0%                        19.6%            30.0%     30.0%
Dividend yield. . . . .               0.38%     0.38%                        0.48%            0.48%     0.40%
</TABLE>


8.INCOME  TAXES
Income  tax  expense  (benefit) for fiscal 2002, transition year 2001 and fiscal
2001  consisted  of:
<TABLE>
<CAPTION>

(In  thousands)


<S>              <C>                  <C>         <C>
                 Current              Deferred    Total
                 -------------------  ----------  ---------
                                 December 31, 2002
                                -------------------
U.S. Federal. .  $             (803)  $   3,422   $  2,619
State and local                (271)        864        593
Foreign . . . .              10,523      (9,280)     1,243
                 -------------------  ----------  ---------
        Totals.  $            9,449   $  (4,994)  $  4,455
                 ===================  ==========  =========
                                 December 31, 2001
                                -------------------
U.S. Federal. .  $            2,292   $ (23,804)  $(21,512)
State and local                 783      (3,584)    (2,801)
Foreign . . . .               9,365        (562)     8,803
                 -------------------  ----------  ---------
        Totals.  $           12,440   $ (27,950)  $(15,510)
                 ===================  ==========  =========
                                   March 31, 2001
                                -------------------
U.S. Federal. .  $            4,981   $  (1,758)  $  3,223
State and local                 939        (363)       576
Foreign . . . .              19,692      (3,358)    16,334
                 -------------------  ----------  ---------
        Totals.  $           25,612   $  (5,479)  $ 20,133
                 ===================  ==========  =========
</TABLE>


The  deferred tax provision, in the table above, does not reflect the tax effect
of  items  credited  directly  to equity under Statement of Financial Accounting
Standards  No.  87, Employers' Accounting for Pensions, hedging activities under
SFAS133  and  the effect of foreign currency translation on foreign deferred tax
assets  and  liabilities  which  totaled  $2,566  for fiscal 2002 and $2,057 for
transition  year  2001.

Income  tax expense (benefit) differed from the amounts computed by applying the
U.S.  Federal  statutory  tax rates to pretax income for fiscal 2002, transition
year  2001  and  fiscal  2001  as  a  result  of  the  following:
<TABLE>
<CAPTION>

(In  thousands)


<S>                              <C>         <C>        <C>
                                 December         31,   March 31,
                                 ----------  ---------  -----------
                                      2002       2001         2001
                                 ----------  ---------  -----------

U.S. Federal statutory tax rate         35%        35%          35%
                                 ==========  =========  ===========
Taxes computed at U.S.
   Statutory rate . . . . . . .  $   4,873   $(15,510)  $   19,148
State income taxes, net of
   federal benefit. . . . . . .        499     (2,471)         375
Foreign tax rate differential .     (3,256)    (1,518)      (2,024)
Export tax benefits . . . . . .       (769)      (478)        (861)
Change in valuation reserve . .      3,904      4,211           --
Non-deductible goodwill . . . .         --         --        2,250
Other, net. . . . . . . . . . .       (796)       256        1,245
                                 ----------  ---------  -----------
   Actual income taxes. . . . .  $   4,455   $(15,510)  $   20,133
                                 ==========  =========  ===========
Effective tax rate. . . . . . .       32.0%      35.0%        36.8%
                                 ==========  =========  ===========
</TABLE>


Earnings  before  income  taxes  included foreign earnings of $13,372 for fiscal
2002,  $29,914  for  transition  year  2001  and  $50,584  for  fiscal  2001.
     The  Corporation  has  not  recognized  a  deferred  tax  liability for the
undistributed  earnings  of  foreign  subsidiaries that arose in fiscal 2002 and
prior years because the Corporation does not expect to repatriate those earnings
in the foreseeable future.  A deferred tax liability will be recognized when the
Corporation  expects  that  it  will  recover  those  earnings  in  a  taxable
transaction,  such as the receipt of dividends or sale of the investment, net of
foreign  tax credits.  At December 31, 2002, the undistributed earnings of those
subsidiaries  were  approximately $174,131.  A determination of the deferred tax
liability  relating to the undistributed earnings of foreign subsidiaries is not
practical.
The  tax effects of temporary differences that give rise to significant portions
of  the deferred tax assets and liabilities at December 31, 2002 and 2001 are as
follows:

<TABLE>
<CAPTION>

(In  thousands)


<S>                                        <C>        <C>
                                               2002       2001
                                           ---------  ---------

Deferred tax assets:
  Accounts receivable, primarily due to
   Allowance for doubtful accounts. . . .  $  2,238   $  3,035
  Inventories . . . . . . . . . . . . . .     5,287      5,294
  Accrued liabilities . . . . . . . . . .     5,638      6,791
  Acquisition accrued liabilities . . . .     6,909      7,101
  Employee benefits . . . . . . . . . . .    13,674     11,286
  Foreign tax credits . . . . . . . . . .     7,114      3,211
  Net operating losses. . . . . . . . . .     6,896      5,820
  Impairment and asset write-downs. . . .    36,527     25,052
  Alternative minimum tax credits . . . .     1,043        172
  Other . . . . . . . . . . . . . . . . .     8,612      8,202
                                           ---------  ---------
     Total gross assets . . . . . . . . .    93,939     75,964
     Valuation reserve. . . . . . . . . .   (14,103)   (10,031)
                                           ---------  ---------
        Total gross deferred tax assets .    79,835     65,933
Deferred tax liabilities:
  Plant and equipment, primarily due
to
   Depreciation.. . . . . . . . . . . . .     3,901      4,221
  Intangibles and other assets. . . . . .    17,471     11,579
  Other . . . . . . . . . . . . . . . . .     9,214      8,557
                                           ---------  ---------

     Total gross deferred tax liabilities    30,586     24,357
                                           ---------  ---------
        Net deferred asset. . . . . . . .  $ 49,249   $ 41,576
                                           =========  =========
</TABLE>


     The  Corporation  has recorded a valuation reserve to reflect the estimated
amount  of deferred tax assets that may not be realized due to the expiration of
tax  credits  and  net  operating loss carry-forwards. The valuation reserve for
deferred  tax  assets  was  $14,103  and  $10,031 at December 31, 2002 and 2001,
respectively.  The  net  change  in the valuation reserve for fiscal 2002 was an
increase  of $4,072. The increase in valuation reserve is related to an increase
in  foreign  tax  credits  and  foreign  net  operating losses, which may not be
realized. The increase in the valuation reserve related to foreign net operating
losses  is  reported  in  the  rate reconciliation as foreign rate differential.
Management  believes  it is more likely than not, the remaining net deferred tax
assets  of  $49,249  will  be  realized  as the results of future operations are
expected  to  generate  sufficient  taxable  income.
     During  fiscal  2002,  transition  year  2001 and fiscal 2001, the lapse of
restrictions  upon  stock  exercised  under  the  stock  option  and award plans
resulted  in  a  tax  benefit of $180, $824 and $2,539, respectively, which were
recorded  as  increases  to  additional  paid-in  capital.
     At  December  31,  2002,the Corporation has approximately $2,200 of federal
net  operating  losses  and  $17,600  of  foreign  net operating losses that are
available  for  carryforward.  The  carryforward  periods  range from 5 years to
unlimited.

9.LONG-TERM  OBLIGATIONS
Long-term  obligations at December 31, 2002 and 2001 consisted of the following:
<TABLE>
<CAPTION>

(In  thousands)


<S>                                          <C>       <C>
                                                 2002      2001
                                             --------  --------
Senior subordinated notes, unsecured, 9
1/8% interest at December 31, 2002 due
in 2011 . . . . . . . . . . . . . . . . . .  $300,156  $300,057
Term loans, unsecured, variable interest
(5.75% at December 31, 2002) due in
quarterly installments to 2008. . . . . . .     7,859     9,785
Term loans, collaterized, variable interest
(4.75% at December 31, 2002) due in
quarterly installments to 2006. . . . . . .     4,864     2,404
Term loan, unsecured, variable interest
(4.26% at December 31, 2002) due in
semi-annual installments to 2005. . . . . .       508       604
Revolving loan, unsecured, variable
  interest, expiring in 2003
     5.00% at December 31, 2001 . . . . . .        --     9,000
     5.59% at December 31, 2001 . . . . . .        --     6,699
     5.59% at December 31, 2001 . . . . . .        --    27,122
     6.32% at December 31, 2001 . . . . . .        --    38,084
Capitalized lease obligations . . . . . . .     2,936     3,279
Other, due in varying amounts to 2008 . . .     1,720     2,368
                                             --------  --------
Total long-term obligations . . . . . . . .   318,043   399,402
Less current portion. . . . . . . . . . . .     6,230     5,614
                                             --------  --------
Long-term portion . . . . . . . . . . . . .  $311,813  $393,788
                                             ========  ========
</TABLE>

 Minimum  future  principal  payments  on  long-term  obligations  subsequent to
December  31,  2002  are  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>         <C>

2003 . . .  $  6,230
2004 . . .     3,295
2005 . . .     3,998
2006 . . .     1,947
2007 . . .     1,236
Thereafter   301,337
            --------
Total. . .  $318,043
            ========
</TABLE>


     The  Corporation  has  a  $175,000 committed revolving credit facility that
expires in 2003. The Corporation can borrow foreign currencies and U. S. dollars
against  this  facility.  Commitment  fees  under the revolving credit lines are
variable,  ranging from 25 to 75 basis points on the unused balance. Under these
loans,  the most restrictive covenants provide that earnings before interest and
taxes,  as  defined in the credit agreement, as a ratio to interest expense must
be  greater  than 1.5 to 1; consolidated net worth must be at least $159,018 and
earnings  before  interest,  taxes, depreciation and amortization, as defined in
the  credit  agreement, as a ratio to total debt shall not exceed 4.25 to 1. The
revolving credit facility bears interest at a variable rate, which is based on a
ratio  of  the Corporation's debt to earnings before certain expenses. The rates
were  set  from 1.25% to 3.00% above the applicable London interbank market rate
("LIBOR").  At December 31, 2002 there were no borrowings outstanding under this
facility.
     The  Corporation  has  entered  into  interest rate swap agreements for the
purpose  of  reducing  its exposure to possible future changes in interest rates
applicable to the term and revolving loans.  The fixed rates are compared to the
applicable  three-month  LIBOR  rates  as a basis for payment, or receipt of the
rate  differential  as  applied to the notional amount of each swap transaction.
At  December  31,  2002,  the  Corporation  has:
     Notional  US  dollar  coverage $25,000 expires December 31, 2005 compares a
     fixed  5.5950%  rate  to  US  LIBOR.
     Notional  (Euro  7,747)  US  dollar  coverage  $6,906 expires June 30, 2004
     compares  fixed  4.9000%  rate  to  EUROBOR
     Notional  (Euro 7,747) US dollar coverage $6,906 expires September 30, 2005
     compares  fixed  5.1240%  rate  to
          EUROBOR
     Notional  (Euro  6,817)  US  dollar  coverage  $6,078 expires June 30, 2005
     compares  fixed  4.8825%  rate  to  EUROBOR
None  of these swaps have been designated as hedges for accounting purposes.  On
January  7,  2003,  the  Corporation  paid  the  fair  market value of $1,053 to
purchase the release from liability on the instruments tied to the EUROBOR rate.
10.SEGMENT  REPORTING
The  Corporation  operates on a worldwide basis, supplying proprietary chemicals
for two distinct segments, Advanced Surface Finishing and Printing Solutions.  A
third  segment,  Electronics  Manufacturing  designs  and  manufactures  printed
circuits  boards  in  Europe  through  a majority owned subsidiary.  These three
segments,  under  which the Corporation operates, are managed separately as each
segment  has  differences  in  technology and marketing strategies. The Advanced
Surface  Finishing  segment's  proprietary chemical compounds are primarily used
for automotive, electronic and other industrial applications.  In automotive and
other  applications  its  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 its products are used to etch
copper and imprint electrical patterns on circuit boards and in offshore oil and
gas  exploration  its  chemicals  and  fluids  are  used in hydraulic systems as
lubricants  and  cleaning  agents  to assist in drilling and logging operations.
The  Printing  Solutions  segment's complete line of offset and textile printing
blankets  and photo-polymer plates are used by commercial printing and packaging
industries.  These  products  allow  for  both  image  transfer  in flexographic
applications  and  in  offset  printing  applications.  Its products are used to
improve  print  quality  and  productivity  for  commercial  printing.  It  also
manufactures and markets a complete line of digital printers with color graphics
and  other  features.  The  Electronics  Manufacturing segment is a designer and
manufacturer  of  both  single-sided  and double-sided printed circuit boards in
Europe  through  its  majority  owned  subsidiary  Eurocir  SA.
     The  business  segments  reported below are the segments of the Corporation
for  which  separate  financial information is available and for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of the business segments are the same as
those  described  in the Note 1 to Consolidated Financial Statements, Summary of
Significant  Accounting  Policies.
     Net  sales for all of the Corporation's products fall into one of the three
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears  on  those  costs.  Operating  income  amounts  are  evaluated  before
amortization  of  intangible  assets  and  non-recurring  charges.  The business
segment  identifiable  assets  which follow are reconciled to total consolidated
assets  including  unallocated  corporate  assets  which  consist  primarily  of
deferred  tax  assets,  equity  method  investments  and certain other long term
assets  not  directly  associated with the support of the individual operations.

<TABLE>
<CAPTION>

Worldwide  operations  are summarized by business segment in the following tables:


<S>                              <C>             <C>                  <C>
                                 Year Ended      Nine Months Ended    Year Ended
                                 December 31,    December 31,         March 31,
                                          2002                 2001          2001
                                 --------------  -------------------  ------------
NET SALES TO UNAFFILIATED
CUSTOMERS:
Printing Solutions. . . . . . .  $     282,896   $          219,595   $   311,767
Advanced Surface Finishing. . .        324,180              250,963       447,875
Electronics Manufacturing . . .         80,485               63,302        35,134
                                 --------------  -------------------  ------------
Consolidated Net Sales. . . . .  $     687,561   $          533,860   $   794,776
                                 ==============  ===================  ============
OPERATING PROFIT:
Printing Solutions. . . . . . .  $      48,844   $           30,676   $    48,045
Advanced Surface Finishing. . .         42,494               35,822        82,481
Electronics Manufacturing . . .          2,015               (2,968)       (6,033)
                                 --------------  -------------------  ------------
                                        93,353               63,530       124,493
Amortization of Intangibles . .         (6,226)              (6,084)      (20,641)
Impairment, Restructuring and
Merger Costs. . . . . . . . . .        (35,371)             (73,066)      (12,936)
                                 --------------  -------------------  ------------
Consolidated Operating Profit
(Loss). . . . . . . . . . . . .  $      51,756   $          (15,620)  $    90,916
                                 ==============  ===================  ============
AMORTIZATION:
Printing Solutions. . . . . . .  $         600   $              507   $     8,788
Advanced Surface Finishing. . .          5,599                5,550        11,484
Electronics Manufacturing . . .             27                   27           369
                                 --------------  -------------------  ------------
Consolidated Amortization . . .  $       6,226   $            6,084   $    20,641
                                 ==============  ===================  ============
DEPRECIATION:
Printing Solutions. . . . . . .  $       9,209   $            7,653   $     9,481
Advanced Surface Finishing. . .          6,799                6,666         9,219
Electronics Manufacturing . . .          4,598                3,325         3,282
Corporate . . . . . . . . . . .            353                  346           211
                                 --------------  -------------------  ------------
Consolidated Depreciation . . .  $      20,959   $           17,990   $    22,193
                                 ==============  ===================  ============
CAPITAL EXPENDITURES:
Printing Solutions. . . . . . .  $       3,195   $            1,079   $     4,832
Advanced Surface Finishing. . .          2,521                2,829        11,534
Electronics Manufacturing . . .          1,379                3,026         2,781
Corporate . . . . . . . . . . .            182                   --         3,290
                                 --------------  -------------------  ------------
Consolidated Capital Spending..  $       7,277   $            6,934   $    22,437
                                 ==============  ===================  ============
IDENTIFIABLE ASSETS:
Printing Solutions. . . . . . .  $     410,087   $          431,353   $   345,849
Advanced Surface Finishing. . .        136,436              177,253       426,869
Electronics Manufacturing . . .         95,961              132,296        91,665
Corporate . . . . . . . . . . .         65,409               49,983        20,442
                                 --------------  -------------------  ------------
Consolidated Assets . . . . . .  $     707,893   $          790,885   $   884,825
                                 ==============  ===================  ============
</TABLE>


Worldwide operations are summarized by geographic region (determined by customer
location)  in  the  following  table:
<TABLE>
<CAPTION>

(In  thousands)


<S>                          <C>        <C>        <C>        <C>       <C>
                             UNITED     OTHER                 ASIA
                             STATES     AMERICAS   EUROPE     PACIFIC   CONSOLIDATED
                             ---------  ---------  ---------  --------  --------------

Year Ended December 31,
---------------------------
2002
---------------------------
Net sales to unaffiliated
customers . . . . . . . . .  $274,759   $  20,376  $275,179   $117,247  $     687,561
Operating profit (loss) . .    27,841       4,970    (1,266)    20,211         51,756
Identifiable assets . . . .   304,546      26,811   323,772     52,764        707,893
Nine Months Ended December
---------------------------
31, 2001
---------------------------
Net sales to unaffiliated
customers . . . . . . . . .  $226,638   $  16,129  $205,465   $ 85,628  $     533,860
Operating profit (loss) . .   (51,413)      3,811    18,933     13,049        (15,620)
Identifiable assets . . . .   205,625      19,950   481,842     83,468        790,885
Year Ended March 31, 2001
---------------------------
Net sales to unaffiliated
customers . . . . . . . . .  $370,199   $  28,019  $261,141   $135,417  $     794,776
Operating profit. . . . . .    28,496       6,966    31,421     24,033         90,916
Identifiable assets . . . .   364,182      16,224   416,717     87,702        884,825
</TABLE>


11.COMMON  AND  TREASURY  STOCK
The  Corporation's Restated Certificate of Incorporation provides for 75 million
authorized  common  shares.
Common  shares issued are summarized in the following table at December 31, 2002
and  2001  and  March  31,  2001:
<TABLE>
<CAPTION>



<S>                                 <C>          <C>         <C>
                                                 SHARES
                                                 ----------
                                    December            31,  March 31,
                                    -----------  ----------  -----------
                                          2002         2001        2001
                                    -----------  ----------  -----------

COMMON STOCK:
Balance - beginning of period. . .  46,409,757   45,408,464  45,412,325
Shares issued - options exercised.     180,000           --          --
Shares issued - stock awards . . .     130,000           --          --
Shares cancelled - stock awards. .     (80,000)          --      (3,861)
Shares issued - warrants exercised          --    1,001,293          --
                                    -----------  ----------  -----------
Balance - end of period. . . . . .  46,639,757   46,409,757  45,408,464
                                    ===========  ==========  ===========
</TABLE>



     Between December 29, 1999 and April 30, 2001, there were 1,001,352 warrants
held  by  Citicorp  Mezzanine Partners, L.P. ("Citicorp") which upon exercise of
the  warrants,  shares  of the Corporation's common stock would be issued. Under
the terms of the warrants Citicorp may purchase the common shares at an exercise
price of approximately $.001 per share, at any time between December 29,1999 and
December  29,  2004,  inclusive.  On May 1, 2001, the Corporation issued 311,520
common  shares  upon the exercise of the same number of warrants by Citicorp and
cancellation  of 18 warrants to cover the exercise price. Then, on June 10, 2001
the  Corporation  issued  689,773  common  shares  upon the exercise of the same
number  of  warrants  by  Citicorp  and cancellation of 41 warrants to cover the
exercise  price.  As a result, there are no longer any warrants for common stock
of  the  Corporation  outstanding.
     The  Board  of  Directors  has from time-to-time authorized the purchase of
issued  and  outstanding  shares  of the Corporation's common stock.  Any future
repurchases under these authorizations will depend on various factors, including
the  market  price  of  the  shares,  the  Corporation's  business and financial
position and general economic and market conditions.  Additional shares acquired
pursuant  to  such  authorization will be held in the Corporation's treasury and
will  be  available  for  the  Corporation  to issue without further shareholder
action  (except  as  required  by  applicable law or the rules of any securities
exchange  on  which  the  shares  are then listed).  Such shares may be used for
various  corporate  purposes,  including  contributions under existing or future
employee benefit plans, the acquisition of other businesses and the distribution
of  stock  dividends.  At  December  31,  2002,  there  was  a  balance  of such
outstanding  authorizations totaling 102,483 shares.  Subsequently, the Board of
Directors  authorized  an  additional  1,000,000  shares,  on February 25, 2003.
Treasury  stock activity is summarized in the following table for the year ended
December  31,  2002,  the  transition  year ended December 31, 2001 and the year
ended  March  31,  2001:

<TABLE>
<CAPTION>



<S>                            <C>         <C>         <C>
                                           SHARES
                                           ----------
                               December           31,   March 31,
                                     2002        2001        2001
                               ----------  ----------  ----------

TREASURY STOCK:
Balance - beginning of period  14,309,654  14,277,610  14,267,816
Shares acquired . . . . . . .      39,799      32,044       9,794
                               ----------  ----------  ----------
Balance - end of period . . .  14,349,453  14,309,654  14,277,610
                               ==========  ==========  ==========
</TABLE>

12.LEASE  COMMITMENTS
The Corporation has leases that expire at various dates through 2011 for certain
office  and  warehouse  space,  transportation,  computer  and  other equipment.
Contingent  rentals  are  paid  for  warehouse space on the basis of the monthly
quantities of materials stored and for transportation and other equipment on the
basis  of  mileage  or usage.  Total rental expense for these leases amounted to
$9,758 in fiscal 2002, $7,482 for transition year 2001 and $8,662 in fiscal year
2001, of which $877, $733 and $1,594, respectively, were contingent rentals.  In
addition, the Corporation has leased equipment at customers, which are generally
subject  to  sublease  agreements.  Net  rental  expense  for  these  sublease
agreements  amounted  to income of $368 in fiscal 2002, $338 for transition year
2001  and  expense  of  $1,849  in  fiscal  2001.
     Minimum  lease  commitments  under  operating  leases  for the fiscal years
subsequent  to  December  31,  2002  are  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>         <C>           <C>        <C>
                                     NET
            COMMITMENTS   SUBLEASE   COMMITMENTS
            ------------  ---------  ------------

2003 . . .  $      9,140  $     167  $      8,973
2004 . . .         4,059         --         4,059
2005 . . .         3,286         --         3,286
2006 . . .         2,883         --         2,883
2007 . . .         2,530         --         2,530
Thereafter         2,649         --         2,649
            ------------  ---------  ------------
   Total .  $     24,547  $     167  $     24,380
            ============  =========  ============
</TABLE>

13.OTHER  INCOME  (EXPENSE)
The  major  components of other income (expense) for the year ended December 31,
2002,  nine months ended December 31, 2001 and year ended March 31, 2001 were as
follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>                             <C>             <C>                 <C>
                                Year Ended      Nine Months Ended   Year Ended
                                December 31,    December 31,        March 31,
                                --------------  ------------------  -----------
                                         2002                2001         2001
                                --------------  ------------------  -----------
Miscellaneous income:
Foreign exchange                $         650                 ---          ---
Joint ventures                             40                 ---          ---
                                --------------  ------------------  -----------
   Total miscellaneous income   $         690                 ---          ---
                                ==============  ==================  ===========

Miscellaneous expense:
Interest rate swaps                   ($2,611)               (410)         ---
Foreign exchange                          ---                (362)        (475)
Joint ventures                            ---                 ---       (1,438)
Other. . . . . . . . . . . . .           (686)               (431)        (822)
                                --------------  ------------------  -----------
   Total miscellaneous expense        ($3,297)            ($1,203)     ($2,735)
                                ==============  ==================  ===========
</TABLE>


14.CONTINGENCIES,  ENVIRONMENTAL  AND  LEGAL  MATTERS
Environmental  Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty  chemicals  and systems, and products, including raw materials, expose
it to the risk of liabilities or claims with respect to environmental cleanup or
other  matters,  including  those  in  connection with the disposal of hazardous
materials.  As  such,  the  Corporation is 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.  The  Corporation  has incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws and regulations.  The Corporation 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,  the  Corporation  maintains  a  disciplined  environmental  and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.
     The  Corporation  has been named as a potentially responsible party ("PRP")
at  three  Superfund sites.  There are many other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
     In  addition, some of the Corporation's 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 the Corporation is
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.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase  price  payment  of approximately $2,000. The Corporation estimates the
range  of  cleanup  costs  at  its  Canning  sites  between  $2,000  and $5,000.
Investigations  into  the  extent  of  contamination,  however, are ongoing with
respect  to  some  of  these  sites. To the extent the Corporation's liabilities
exceed  $2,000,  it may be entitled to additional indemnification payments. Such
recovery  may  be  uncertain,  however,  and  would  likely  involve significant
litigation  expense.  The  Corporation  does  not  anticipate  that  it  will be
materially  affected  by environmental remediation costs, or any related claims,
at  any  contaminated  sites,  including  the  Canning  sites.  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  June  25,  2002,  the  U.S.  Environmental  Protection  Agency  brought  an
administrative complaint against the Adams, Massachusetts manufacturing facility
owned  by  MacDermid  Graphic  Arts,  Inc.,  alleging that the facility violated
certain  regulations and permit requirements regarding air emissions and related
record  keeping  matters.  The  allegations  arise primarily out of conduct that
allegedly  occurred  prior  to  the  Corporation's  acquisition  of the facility
through  its  December  1999  acquisition  of Polyfibron Technologies, Inc.  The
Corporation  has  entered  into  a  settlement  with  the  EPA  regarding  these
allegations.  The  settlement required a payment of $230 and resolved the issues
alleged.
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  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.  The Corporation
was subsequently informed that it is a subject of the grand jury's investigation
in  connection  with  alleged criminal violations of the federal Clean Water Act
pertaining  to  its  wastewater  handling  practices.  In  addition,  two of the
Corporation's  former  employees,  who worked at the Huntington 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  and  $10  and  2  years  probation,  as  well  as  community  service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was 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  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the  management of waste materials. The complaint alleges violations of its
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.
     The  Corporation voluntarily resolved both of these matters on November 28,
2001.  As  a  result,  MacDermid,  Incorporated  is  required  to  pay fines and
penalties totaling $2,500, without interest, over six quarterly installments. As
of December 31, 2002, the Corporation has paid $2,042 and will pay the remaining
amount  of  $458  during  the  quarter  ending  March 31, 2003. In addition, the
Corporation  is  required  to  pay  $1,550  to  various  local  charitable  and
environmental organizations and causes. As of December 31, 2002, the Corporation
has  paid $1,420 and a final payment for these donations of $130 will be paid on
April  30,  2003. The Corporation has been placed on probation for two years and
will  perform  certain  environmental  audits,  as well as other environmentally
related actions. The Corporation had recorded liabilities during the negotiation
period  and  therefore its results of operations and financial position were not
affected  by  these  arrangements.
     Various  other  legal proceedings are pending against the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes 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.
15.FINANCIAL  INFORMATION  FOR  GUARANTORS  OF  THE  CORPORATION'S BOND OFFERING
The  Corporation  issued  9  1/8%  Senior  Subordinated  Notes ("Bond Offering")
effective  June  20,  2001,  for the face amount of $301,500, which pay interest
semiannually  on  January  15th  and July 15th and mature in 2011.  The proceeds
were used to pay down existing long-term debt.  This Bond Offering is guaranteed
by  substantially  all  existing  and future directly or indirectly wholly-owned
domestic  restricted  subsidiaries  of  the  Corporation  ("Guarantors").  The
Guarantors,  fully,  jointly  and  severally,  irrevocably  and  unconditionally
guarantee  the performance and payment when due of all the obligations under the
Bond Offering.  The Corporation's unrestricted subsidiaries that result from the
January 2001 Eurocir acquisition and its foreign subsidiaries are not guarantors
of  the  indebtedness  under  the  Bond  Offering.  The  following  financial
information  is  presented  to  give additional disclosures to the Corporation's
Consolidated  Financial  Statements, with respect to: a) MacDermid, Incorporated
(as  the  issuer),  b) the Guarantors, c) the non-guarantor subsidiaries, d) the
unrestricted  non-guarantor  subsidiaries,  e)  elimination  entries  and f) the
Corporation on a consolidated basis for and as of the fiscal year ended December
31,  2002, the transition year ended December 31, 2001 and the fiscal year ended
March 31, 2001.  The equity method has been used by the Corporation with respect
to  investments  in  subsidiaries.  The  equity  method  also  has  been used by
subsidiary  guarantors with respect to investments in non-guarantor subsidiaries
and  by  subsidiary  non-guarantors  with respect to investments in unrestricted
non-guarantor  subsidiaries.  Financial statements for subsidiary guarantors are
presented  as  a  combined  entity.  The  financial information includes certain
allocations  of revenues and expenses based on management's best estimates which
is  not  necessarily indicative of financial position, results of operations and
cash  flows  that  these entities would have achieved on a stand-alone basis and
should  be read in conjunction with the Consolidated Financial Statements of the
Corporation.

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS  YEAR  ENDED  DECEMBER  31,  2002

                                                                                                            MACDERMID
                                                                           UNRESTRICTED                    INCORPORATED

<PAGE>
                            MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                           INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                          --------------  --------------  --------------  --------------  --------------  --------------
<S>                       <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . .  $      95,004   $     182,348   $     345,281   $      80,485   $     (15,557)  $     687,561
Cost of sales. . . . . .         63,916          89,510         194,729          72,196         (15,557)        404,794
                          --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . .         31,088          92,838         150,552           8,289              --         282,767
Operating expenses:
Selling, technical and
administrative . . . . .         48,882          40,393          93,866           6,273              --         189,414
Amortization of
intangibles. . . . . . .          3,208           1,907           1,084              27              --           6,226
Impairment and
restructuring costs. . .            470           7,512              --          27,389              --          35,371
                          --------------  --------------  --------------  --------------  --------------  --------------
                                 52,560          49,812          94,950          33,689              --         231,011
                          --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss).        (21,472)         43,026          55,602         (25,400)             --          51,756
Other income (expense):
Equity in earnings of
subsidiaries . . . . . .         28,969           8,467         (28,026)             --          (9,410)             --
Interest income. . . . .             70              88             417              33              --             608
Interest expense . . . .        (22,795)         (5,106)         (5,268)         (2,664)             --         (35,833)
Miscellaneous, net . . .         (2,528)            194            (317)             44              --          (2,607)
                          --------------  --------------  --------------  --------------  --------------  --------------
                                  3,716           3,643         (33,194)         (2,587)         (9,410)        (37,832)
                          --------------  --------------  --------------  --------------  --------------  --------------

Earnings (loss) before
taxes. . . . . . . . . .        (17,756)         46,669          22,408         (27,987)         (9,410)         13,924
Income taxes benefit
(expense). . . . . . . .         27,105         (17,700)        (13,941)             81              --          (4,455)
Minority interest. . . .             --              --              --            (120)             --            (120)
                          --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . .  $       9,349   $      28,969   $       8,467   $     (28,026)  $      (9,410)  $       9,349
                          ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>



<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS  NINE  MONTHS  ENDED  DECEMBER  31,  2001

                                                                                                            MACDERMID
                                                                           UNRESTRICTED                    INCORPORATED

<PAGE>
                            MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                           INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                          --------------  --------------  --------------  --------------  --------------  --------------
<S>                       <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . .  $      80,810   $     151,899   $     260,857   $      55,633   $     (15,339)  $     533,860
Cost of sales. . . . . .         56,389          84,740         150,112          50,309         (15,339)        326,211
                          --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . .         24,421          67,159         110,745           5,324              --         207,649
Operating expenses:
Selling, technical and
administrative . . . . .         31,966          38,866          68,845           4,442              --         144,119
Amortization of
intangibles. . . . . . .          3,095           2,489             473              27              --           6,084
Impairment and
restructuring costs. . .          9,108          61,986           1,972              --              --          73,066
                          --------------  --------------  --------------  --------------  --------------  --------------
                                 44,169         103,341          71,290           4,469              --         223,269
                          --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss).        (19,748)        (36,182)         39,455             855              --         (15,620)
Other income (expense):
Equity in earnings of
subsidiaries . . . . . .        (29,106)         24,551            (879)             --           5,434              --
Interest income. . . . .            127             176             479              20              --             802
Interest expense . . . .        (15,539)        (11,261)            787          (2,278)             --         (28,291)
Miscellaneous, net . . .            950             (14)         (2,146)              7              --          (1,203)
                          --------------  --------------  --------------  --------------  --------------  --------------
                                (43,568)         13,452          (1,759)         (2,251)          5,434         (28,692)
                          --------------  --------------  --------------  --------------  --------------  --------------

Earnings (loss) before
taxes. . . . . . . . . .        (63,316)        (22,730)         37,696          (1,396)          5,434         (44,312)
Income taxes benefit
(expense). . . . . . . .         34,404          (6,376)        (13,145)            627              --          15,510
Minority interest. . . .             --              --              --            (110)             --            (110)
                          --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . .  $     (28,912)  $     (29,106)  $      24,551   $        (879)  $       5,434   $     (28,912)
                          ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS  YEAR  ENDED  MARCH  31,  2001

                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED

<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales . . . . . . . .  $     165,367   $     246,335   $     412,672   $      21,978   $     (51,576)  $     794,776
Cost of sales . . . . . .        115,020         144,421         230,694          20,651         (51,576)        459,210
                           --------------  --------------  --------------  --------------  --------------  --------------
Gross profit. . . . . . .         50,347         101,914         181,978           1,327              --         335,566
Operating expenses:
Selling, technical and
administrative. . . . . .         43,968          52,558         112,936           1,611              --         211,073
Amortization of
intangibles . . . . . . .          6,101          10,367           3,804             369              --          20,641
Impairment,
restructuring and merger
costs . . . . . . . . . .             --          12,081             855              --              --          12,936
                           --------------  --------------  --------------  --------------  --------------  --------------
                                  50,069          75,006         117,595           1,980              --         244,650
                           --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss) .            278          26,908          64,383            (653)             --          90,916
Other income (expense):
Equity in earnings of
subsidiaries. . . . . . .         39,928          38,003          (1,010)             --         (76,921)             --
Interest income . . . . .            394           1,118             488               7              --           2,007
Interest expense. . . . .        (13,272)        (14,762)         (6,491)           (726)             --         (35,251)
Miscellaneous, net. . . .            203          (2,409)           (817)            288              --          (2,735)
                           --------------  --------------  --------------  --------------  --------------  --------------
                                  27,253          21,950          (7,830)           (431)        (76,921)        (35,979)
                           --------------  --------------  --------------  --------------  --------------  --------------

Earnings (loss) before
taxes . . . . . . . . . .         27,531          48,858          56,553          (1,084)        (76,921)         54,937
Income taxes benefit
(expense) . . . . . . . .          7,273          (8,930)        (18,550)             74              --         (20,133)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $      34,804   $      39,928   $      38,003   $      (1,010)  $     (76,921)  $      34,804
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEET  DECEMBER  31,  2002

                                                                                                           MACDERMID
                                                                          UNRESTRICTED                   INCORPORATED

<PAGE>
                            MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                       <C>            <C>             <C>             <C>             <C>             <C>
                          INCORPORATED   SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                          -------------  --------------  --------------  --------------  --------------  -------------
ASSETS
------------------------
Current assets:
Cash and equivalents . .  $      14,153  $       2,314   $      15,214   $         338   $          --   $      32,019
Accounts receivables,
net. . . . . . . . . . .         10,561         21,322          98,228          12,695              --         142,806
Due (to)/from affiliates        132,264        (69,017)        (36,066)        (27,181)             --              --
Inventories. . . . . . .          9,002         26,269          42,497           7,970              --          85,738
Prepaid expenses . . . .            488          1,323           3,646              --              --           5,457
Deferred income taxes. .         17,059             --           4,587             952              --          22,598
                          -------------  --------------  --------------  --------------  --------------  -------------
Total current assets . .        183,527        (17,789)        128,106          (5,226)             --         288,618
                          -------------  --------------  --------------  --------------  --------------  -------------

Property, plant and
equipment, net . . . . .         15,100         42,779          55,129          19,573              --         132,581
Goodwill, net. . . . . .         21,680         68,574         103,946              --              --         194,200
Intangibles, net . . . .             --          6,686          25,049              90              --          31,825
Deferred income taxes. .         31,312             --             185             689              --          32,186
Investments in
subsidiaries . . . . . .        314,126        225,676         (21,318)             --        (518,484)             --
Other assets, net. . . .          8,173         10,130           8,537           1,643              --          28,483
                          -------------  --------------  --------------  --------------  --------------  -------------
                          $     573,918  $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                          =============  ==============  ==============  ==============  ==============  =============
</TABLE>

<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED
<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current liabilities:
Notes payable. . . . . . .  $          --   $          --   $       1,792   $       3,332   $          --   $       5,124
Current installments of
long term obligations. . .             --             146             391           5,693              --           6,230
Accounts payable . . . . .         11,208           7,975          30,347          14,289              --          63,819
Dividend payable . . . . .            646              --              --              --              --             646
Accrued compensation . . .          2,883           2,756           5,244             677              --          11,560
Accrued interest . . . . .         12,953              --              11              79              --          13,043
Accrued expenses other . .         16,061           7,494          19,336           2,068              --          44,959
Income taxes . . . . . . .         (4,763)          2,804           6,201            (515)             --           3,727
                            --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities.         38,988          21,175          63,322          25,623              --         149,108

Long-term obligations. . .        301,732             705             719           8,657              --         311,813
Accrued postretirement . .         15,462              --           4,226              --              --          19,688
Other long term. . . . . .             (2)             50             972             118              --           1,138
Deferred income taxes. . .             --              --           4,719             816              --           5,535
                            --------------  --------------  --------------  --------------  --------------  --------------
   Total liabilities . . .        356,180          21,930          73,958          35,214              --         487,282
Minority interests . . . .             --              --              --           2,873              --           2,873

Shareholders' equity:
Common stock . . . . . . .         46,640             (50)          3,760               3          (3,713)         46,640
Additional paid-in capital         21,261         207,741         109,614          10,260        (327,615)         21,261
Retained earnings. . . . .        225,387         115,397         115,205         (29,917)       (200,685)        225,387
Accumulated other
comprehensive income:
Foreign currency
translation. . . . . . . .         (5,372)         (8,962)         (2,903)         (1,664)         13,529          (5,372)
Additional minimum
pension liability. . . . .        (10,414)             --              --              --              --         (10,414)
Less cost common shares
in treasury. . . . . . . .        (59,764)             --              --              --              --         (59,764)
                            --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity        217,738         314,126         225,676         (21,318)       (518,484)        217,738
                            --------------  --------------  --------------  --------------  --------------  --------------

                            $     573,918   $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEET  DECEMBER  31,  2001

                                                                                                           MACDERMID
                                                                          UNRESTRICTED                   INCORPORATED
<PAGE>
                            MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                       <C>            <C>             <C>             <C>             <C>             <C>
                          INCORPORATED   SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                          -------------  --------------  --------------  --------------  --------------  -------------
ASSETS
------------------------
Current assets:
Cash and equivalents . .  $       4,419  $       1,881   $      10,261   $         506   $          --   $      17,067
Accounts receivables,
net. . . . . . . . . . .         14,361         28,107         106,645          15,117              --         164,230
Due (to)/from affiliates        246,066       (184,474)        (39,295)        (22,297)             --              --
Inventories. . . . . . .         17,442         35,849          49,314           8,429              --         111,034
Prepaid expenses . . . .            779          2,707           4,582              --              --           8,068
Deferred income taxes. .          9,781             --           3,451             599              --          13,831
                          -------------  --------------  --------------  --------------  --------------  -------------
Total current assets . .        292,848       (115,930)        134,958           2,354              --         314,230
                          -------------  --------------  --------------  --------------  --------------  -------------

Property, plant and
equipment, net . . . . .         20,231         57,730          54,702          19,819              --         152,482
Goodwill, net. . . . . .         16,056         80,221          99,187          27,107              --         222,571
Intangibles, net . . . .             --         11,219          26,106             100              --          37,425
Deferred income taxes. .         28,376             --           2,624           1,109              --          32,109
Investments in
subsidiaries . . . . . .        231,820        224,640           9,192              --        (465,652)             --
Other assets, net. . . .         12,153          9,325           9,649             941              --          32,068
                          -------------  --------------  --------------  --------------  --------------  -------------
                          $     601,484  $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                          =============  ==============  ==============  ==============  ==============  =============
</TABLE>


<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED
<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current liabilities:
Notes payable. . . . . . .  $          --   $          --   $       5,898   $       7,063   $          --   $      12,961
Current installments of
long term obligations. . .             --             148             482           4,984              --           5,614
Accounts payable . . . . .          8,630           9,091          28,649          15,018              --          61,388
Dividend payable . . . . .            643              --              --              --              --             643
Accrued compensation . . .          1,830           3,270           4,334             634              --          10,068
Accrued interest . . . . .         14,486              --              21              --              --          14,507
Accrued expenses other . .         21,639          14,980          19,783           1,909              --          58,311
Income taxes . . . . . . .         (2,533)          7,785           5,214               2              --          10,468
                            --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities.         44,695          35,274          64,381          29,610              --         173,960

Long-term obligations. . .        349,140             802          34,733           9,113              --         393,788
Accrued postretirement . .          4,218              --           8,055              35              --          12,308
Other long term. . . . . .             --              71             210              --              --             281
Deferred income taxes. . .             --            (762)          4,399             727              --           4,364
                            --------------  --------------  --------------  --------------  --------------  --------------
Total liabilities. . . . .        398,053          35,385         111,778          39,485              --         584,701
Minority interests . . . .             --              --              --           2,753              --           2,753

Shareholders' equity:
Common stock . . . . . . .         46,410             (99)          3,809               3          (3,713)         46,410
Additional paid-in capital         16,923         125,936         100,248          10,260        (236,444)         16,923
Retained earnings. . . . .        218,619         126,625         135,166          (1,891)       (259,900)        218,619
Accumulated other
comprehensive income:
Foreign currency
translation. . . . . . . .        (16,349)        (20,642)        (14,583)            820          34,405         (16,349)
Additional minimum
pension liability. . . . .         (2,954)             --              --              --              --          (2,954)
Hedging activities . . . .           (276)             --              --              --              --            (276)
Less cost common shares
in treasury. . . . . . . .        (58,942)             --              --              --              --         (58,942)
                            --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity        203,431         231,820         224,640           9,192        (465,652)        203,431
                            --------------  --------------  --------------  --------------  --------------  --------------

                            $     601,484   $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  YEAR  ENDED  DECEMBER  31,  2002

                                                                                                               MACDERMID
                                                                              UNRESTRICTED                    INCORPORATED
<PAGE>
                               MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows from
operating activities:
Net earnings. . . . . . . .          9,349          28,969           8,467         (28,026)         (9,410)          9,349
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation. . . . . . . .          2,372           6,293           7,696           4,598              --          20,959
Amortization. . . . . . . .          3,208           1,907           1,084              27              --           6,226
Provision for bad debts . .            750             468           3,555             519              --           5,292
Deferred income taxes . . .         (7,683)             40           2,351             298              --          (4,994)
Stock compensation. . . . .          3,376             606              46              --              --           4,028
Minority interests. . . . .             --              --              --             120              --             120
Equity in
(earnings)/losses of
subsidiaries. . . . . . . .        (28,969)         (8,467)         28,026              --           9,410              --
Impairment charge . . . . .            470           7,512              --          27,389              --          35,371
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . .          3,048           6,318          14,241           4,077              --          27,684
Decrease (increase) due
to/from affiliates. . . . .            764           7,361          (9,185)          1,060              --              --
Decrease (increase) in
inventories . . . . . . . .          8,440           9,579          11,294           1,758              --          31,071
Decrease (increase) in
prepaid expenses. . . . . .            291           1,384           1,209              --              --           2,884
Increase (decrease) in
accounts payable. . . . . .          2,581          (1,116)         (2,064)         (3,052)             --          (3,651)
Increase (decrease) in
accrued expenses. . . . . .          9,164          (5,856)         (6,838)             75              --          (3,455)
Increase (decrease) in
income tax liabilities. . .         (4,765)         (4,982)            704            (466)             --          (9,509)
Other . . . . . . . . . . .         13,655          (1,305)         (6,792)           (740)             --           4,818
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows provided by
operating activities. . . .         16,051          48,711          53,794           7,637              --         126,193
                             --------------  --------------  --------------  --------------  --------------  --------------

Cash flows from
Investing activities:
Capital expenditures. . . .         (1,020)         (2,303)         (2,575)         (1,379)             --          (7,277)
Proceeds from
disposition of fixed
assets. . . . . . . . . . .            507           1,998             226             159              --           2,890
Net cash flows (used in)
                             --------------  --------------  --------------  --------------  --------------  --------------
investing activities. . . .           (513)           (305)         (2,349)         (1,220)             --          (4,387)
                             --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Short-term (repayments)
borrowings - net. . . . . .         47,345         (34,516)        (25,019)         (6,166)             --         (18,356)
Long-term borrowings. . . .         79,599              --              --           3,012              --          82,611
Long-term repayments. . . .       (158,507)             --          (6,198)         (3,571)             --        (168,276)
Exercise of stock options .            360              --              --              --              --             360
Acquisition of treasury
stock . . . . . . . . . . .           (822)             --              --              --              --            (822)
Dividends paid. . . . . . .         26,221         (13,457)        (15,345)             --              --          (2,581)
                             --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by/(used in) financing
activities. . . . . . . . .         (5,804)        (47,973)        (46,562)         (6,725)             --        (107,064)
                             --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on cash and
cash equivalents. . . . . .             --              --              70             140              --             210
                             --------------  --------------  --------------  --------------  --------------  --------------

Net increase (decrease)
in cash and cash
equivalents . . . . . . . .          9,734             433           4,953            (168)             --          14,952
Cash and cash
equivalents at beginning
of year . . . . . . . . . .          4,419           1,881          10,261             506              --          17,067
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . .  $      14,153   $       2,314   $      15,214   $         338   $          --   $      32,019
                             ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  NINE  MONTHS  ENDED  DECEMBER  31,  2001

                                                                                                               MACDERMID
                                                                              UNRESTRICTED                    INCORPORATED
<PAGE>
                               MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows from
operating activities:
Net earnings. . . . . . . .        (28,912)        (29,106)         24,551            (879)          5,434         (28,912)
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation. . . . . . . .          2,998           5,736           6,035           3,221              --          17,990
Amortization. . . . . . . .          3,095           2,489             473              27              --           6,084
Provision for bad debts . .          1,774           1,877           2,072             263              --           5,986
Deferred income taxes . . .        (27,134)           (319)            421            (918)             --         (27,950)
Stock compensation. . . . .            664              --              --              --              --             664
Minority interests. . . . .             --              --              --             110              --             110
Equity in
(earnings)/losses of
subsidiaries. . . . . . . .         29,106         (24,551)            879              --          (5,434)             --
Impairment charge . . . . .          7,720          42,110           1,972              --              --          51,802
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . .          5,663           6,257          10,447           2,251              --          24,618
Decrease (increase) due
to/from affiliates. . . . .         (4,247)           (772)          5,221            (202)             --              --
Decrease (increase) in
inventories . . . . . . . .         10,280          13,323           5,539           1,194              --          30,336
Decrease (increase) in
prepaid expenses. . . . . .         (1,512)           (259)             45              17              --          (1,709)
Increase (decrease) in
accounts payable. . . . . .         (5,331)         (5,914)         (5,352)         (3,502)             --         (20,099)
Increase (decrease) in
accrued expenses. . . . . .         17,755            (528)         (2,389)           (569)             --          14,269
Increase (decrease) in
income tax liabilities. . .          1,477           3,650          (5,127)           (102)             --            (102)
Other . . . . . . . . . . .         (5,043)         14,467           1,785            (731)             --          10,478
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows provided by
operating activities: . . .          8,353          28,460          46,572             180              --          83,565
                             --------------  --------------  --------------  --------------  --------------  --------------

Cash flows from
investing activities:
Capital expenditures. . . .           (242)         (1,023)         (2,643)         (3,026)             --          (6,934)
Proceeds from
disposition of fixed
assets. . . . . . . . . . .            202               7           1,974             248              --           2,431
Net cash flows (used in)
                             --------------  --------------  --------------  --------------  --------------  --------------
investing activities. . . .            (40)         (1,016)           (669)         (2,778)             --          (4,503)
                             --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Short-term (repayments)
borrowings - net. . . . . .         83,552         (11,223)        (74,783)           (368)             --          (2,822)
Long-term borrowings. . . .        336,500              --          47,357           4,489              --         388,346
Long-term repayments. . . .       (428,406)         (9,812)         (7,427)         (2,456)             --        (448,101)
Bond financing fees . . . .         (8,837)             --              --              --              --          (8,837)
Acquisition of treasury
stock . . . . . . . . . . .           (635)             --              --              --              --            (635)
Dividends paid. . . . . . .          9,629          (6,761)         (4,797)             --              --          (1,929)
                             --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by/(used in) financing
activities. . . . . . . . .         (8,197)        (27,796)        (39,650)          1,665              --         (73,978)
                             --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on cash and
cash equivalents. . . . . .              2              --            (577)             12              --            (563)
                             --------------  --------------  --------------  --------------  --------------  --------------

Net increase (decrease)
in cash and cash
equivalents . . . . . . . .            118            (352)          5,676            (921)             --           4,521
Cash and cash
equivalents at beginning
of year . . . . . . . . . .          4,301           2,233           4,585           1,427              --          12,546
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . .  $       4,419   $       1,881   $      10,261   $         506   $          --   $      17,067
                             ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS  YEAR  ENDED  MARCH  31,  2001

                                                                                                               MACDERMID
                                                                              UNRESTRICTED                    INCORPORATED

<PAGE>
                               MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows from
operating activities:
Net earnings. . . . . . . .         34,804          39,928          38,003          (1,010)        (76,921)         34,804
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation. . . . . . . .          3,990           8,738           8,226           1,239              --          22,193
Amortization. . . . . . . .          6,101          10,367           3,804             369              --          20,641
Provision for bad debts . .          1,641           1,222             946              50              --           3,859
Deferred income taxes . . .         (2,573)         (4,899)          2,056             (63)             --          (5,479)
Stock compensation. . . . .             28              --              --              --              --              28
Equity in
(earnings)/losses of
subsidiaries. . . . . . . .        (39,928)        (38,003)          1,010              --          76,921              --
Impairment charge . . . . .             --           3,945             855              --              --           4,800
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
receivables . . . . . . . .         12,836          (9,092)        (11,863)           (623)             --          (8,742)
Decrease (increase) due
to/from affiliates. . . . .         35,406         191,412        (246,509)         19,691              --              --
Decrease (increase) in
inventories . . . . . . . .          4,752         (12,576)         (6,838)         (1,469)             --         (16,131)
Decrease (increase) in
prepaid expenses. . . . . .          2,156           1,081          (2,783)            (19)             --             435
Increase (decrease) in
accounts payable. . . . . .         (2,849)         (2,996)          1,462           4,491              --             108
Increase (decrease) in
accrued expenses. . . . . .         (7,639)           (825)          1,695           1,677              --          (5,092)
Increase (decrease) in
income tax liabilities. . .         (1,214)           (451)          7,917            (434)             --           5,818
Other . . . . . . . . . . .         58,911        (142,953)         91,799          (5,929)             --           1,828
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows provided by/
(used in) operating
activities. . . . . . . . .        106,422          44,898        (110,220)         17,970              --          59,070
                             --------------  --------------  --------------  --------------  --------------  --------------

Cash flows from
Investing activities:
Capital expenditures. . . .         (5,193)         (3,019)        (11,443)         (2,782)             --         (22,437)
Proceeds from
disposition of fixed
assets. . . . . . . . . . .          3,986          (1,257)          3,982              73              --           6,784
Acquisition of
businesses. . . . . . . . .       (129,435)        (34,667)         95,129         (19,657)             --         (88,630)
Disposition of
businesses. . . . . . . . .            550              --           9,415              --              --           9,965
                             --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by/(used in) investing
activities. . . . . . . . .       (130,092)        (38,943)         97,083         (22,366)             --         (94,318)
                             --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Short-term (repayments)
borrowings - net. . . . . .         18,804         (34,701)         (4,873)          6,021              --         (14,749)
Long-term borrowings. . . .         17,000          50,000          38,344              --              --         105,344
Long-term repayments. . . .        (23,673)        (24,382)         (9,578)             --              --         (57,633)
Acquisition of treasury
stock . . . . . . . . . . .           (196)             --              --              --              --            (196)
Dividends paid. . . . . . .         10,295              --         (12,788)             --              --          (2,493)
All other . . . . . . . . .             --           2,632          (2,632)             --              --              --
                             --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by/(used in) financing
activities. . . . . . . . .         22,230          (6,451)          8,473           6,021              --          30,273
                             --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on cash and
cash equivalents. . . . . .             (1)              4          (2,400)           (198)             --          (2,595)
                             --------------  --------------  --------------  --------------  --------------  --------------

Net increase (decrease)
in cash and cash
equivalents . . . . . . . .         (1,441)           (492)         (7,064)          1,427              --          (7,570)
Cash and cash
equivalents at beginning
of year . . . . . . . . . .          5,742           2,725          11,649              --              --          20,116
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash
equivalents at end of
year. . . . . . . . . . . .  $       4,301   $       2,233   $       4,585   $       1,427   $          --   $      12,546
                             ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

MANAGEMENT'S  STATEMENT  OF  FINANCIAL  RESPONSIBILITY
MacDermid,  Incorporated  (Logo)
245  Freight  Street
Waterbury,  CT  06702


To  The  Shareholders
MacDermid,  Incorporated
     The  financial  information  in  this  report,  including  the  audited
consolidated  financial statements, has been prepared by management. Preparation
of  consolidated  financial  statements  and  related  data  involves the use of
judgment.  Accounting  principles  used  in  preparing  consolidated  financial
statements  are  those  that  are  generally  accepted  in  the  United  States.
     To  safeguard Corporate assets, it is important to have a sound but dynamic
system  of  internal  controls  and procedures that balances benefits and costs.
The  Corporation  employs professional financial managers whose responsibilities
include  implementing  and overseeing the financial control system, reporting on
management's  stewardship  of  assets  entrusted  to  it  by  share  owners  and
performing  accurate  and  proper  maintenance  of  the  accounts.
     Management  has  long  recognized  its  responsibility  for  conducting the
affairs  of  the  Corporation  and  its  affiliates  in  an ethical and socially
responsible  manner.  MacDermid,  Incorporated  is  dedicated  to  the  highest
standards  of  integrity.  Integrity  is  not  an  occasional requirement, but a
continuing  commitment.
     KPMG  LLP  conducts  an  objective,  independent  review  of  management's
fulfillment  of  its  obligations relating to the fairness of reported operating
results  and  financial  condition.  Their  report  for  2002 appears below this
statement.
     The  Audit  Committee  of  the  Board  of  Directors,  consisting solely of
Directors independent of MacDermid, Incorporated, maintains an ongoing appraisal
on  behalf  of the share owners of the effectiveness of the independent auditors
and  the  Corporation's staff of financial and operating management with respect
to  the  financial  and  internal  controls.
/s/Gregory  M.  Bolingbroke                    /s/Daniel  H.  Leever
Senior  Vice  President,  Treasurer and Corporate Controller     Chairman of the
Board  and  Chief  Executive  Officer

INDEPENDENT  AUDITORS'  REPORT
KPMG  LLP  (Logo)
Certified  Public  Accountants
One  Financial  Plaza
Hartford,  CT  06103-4103


The  Board  of  Directors  and  Shareholders
MacDermid,  Incorporated
     We  have audited the accompanying consolidated balance sheets of MacDermid,
Incorporated  and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated  statements  of  earnings,  comprehensive  income,  cash  flows and
changes  in  shareholders' equity for the year ended December 31, 2002, the nine
months  ended  December  31,  2001  and  the  year  ended March 31, 2001.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.
     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in  the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.
     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in all material respects, the financial position of MacDermid,
Incorporated  and subsidiaries as of December 31, 2002 and 2001, and the results
of  their  operations and their cash flows for the year ended December 31, 2002,
the  nine  months  ended  December 31, 2001 and the year ended March 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.
     As  discussed  in  Note  1 to Consolidated Financial Statements, Summary of
Significant  Accounting  Policies,  effective April 1, 2001, the Corporation: 1)
changed its method of accounting for employee stock options by adopting the fair
value  expense  recognition  provisions  of  Statement  of  Financial Accounting
Standards  ("SFAS") 123, Accounting for Stock-Based Compensation, 2) changed its
method  of  accounting  for derivatives to conform to the provisions of SFAS133,
Accounting for Derivative Instruments and Hedging Activities, and 3) changed its
method  of  accounting  for  goodwill  and  other  intangibles to conform to the
provisions  of  SFAS142,  Goodwill  and  Other  Intangible  Assets.
/s/KPMG  LLP
February  4,  2003

<TABLE>
<CAPTION>

FIVE  YEAR  SELECTED  FINANCIAL  DATA
(In  thousands,  except  per  share  amounts)

                                              Twelve Months Ended    Nine Months Ended    Twelve     Months     Ended
                                                  December 31,         December 31,                March 31,
<S>                                           <C>                   <C>                  <C>       <C>         <C>
                                                              2002                2001       2001        2000      1999
OPERATING RESULTS
--------------------------------------------  --------------------  -------------------  --------  ----------  --------
Net sales. . . . . . . . . . . . . . . . . .  $            687,561  $          533,860   $794,776  $  758,080  $612,801
Income (loss) before extraordinary charge. .  $              9,349  $          (28,912)  $ 34,804  $   49,120  $ 55,626
Net earnings (loss). . . . . . . . . . . . .  $              9,349  $          (28,912)  $ 34,804  $   45,358  $ 55,626
Diluted earnings (loss) per common share . .  $               0.29  $            (0.91)  $   1.07  $     1.40  $   1.72

FINANCIAL POSITION AT YEAR END
--------------------------------------------  --------------------  -------------------  --------  ----------  --------
Total assets . . . . . . . . . . . . . . . .  $            707,893  $          790,885   $884,825  $  790,492  $737,289
Long-term debt (includes short-term portion)  $            318,043  $          399,402   $461,136  $  406,697  $406,381

SHARE DATA
--------------------------------------------  --------------------  -------------------  --------  ----------  --------
Cash dividends per common share. . . . . . .  $               0.08  $             0.06   $   0.08  $     0.08  $   0.08
</TABLE>

<TABLE>
<CAPTION>

SELECTED  QUARTERLY  FINANCIAL  DATA
(UNAUDITED)
(In  thousands,  except  share  and  per  share  amounts)

                                      Fiscal       Year       2002         by       Quarters
                                    -----------  --------  ----------  ----------  ----------
                                       March       June    September    December     Total
                                    -----------  --------  ----------  ----------  ----------
<S>                                 <C>          <C>       <C>         <C>         <C>
Net sales. . . . . . . . . . . . .  $   166,956  $176,722  $  168,146  $ 175,737   $ 687,561
Gross profit . . . . . . . . . . .  $    69,421  $ 75,970  $   70,964  $  66,412   $ 282,767
Net earnings (loss). . . . . . . .  $     7,332  $  9,673  $    8,665  $ (16,321)  $   9,349
Diluted earnings per common
share. . . . . . . . . . . . . . .  $      0.23  $   0.30  $     0.27  $   (0.51)  $    0.29

                                    Transition   Year            2001  by          Quarters
                                    -----------  --------  ----------  ----------  ----------
                                    March        June      September   December    Total
                                    -----------  --------  ----------  ----------  ----------
Net sales. . . . . . . . . . . . .  n/a          $185,094  $  171,663  $ 177,103   $ 533,860
Gross profit . . . . . . . . . . .  n/a          $ 72,673  $   66,306  $  68,670   $ 207,649
Net earnings (loss). . . . . . . .  n/a          $  7,899  $    4,170  $ (40,981)  $ (28,912)
Diluted earnings per common share.  n/a          $   0.24  $     0.13  $   (1.28)  $   (0.91)

</TABLE>

<TABLE>
<CAPTION>

MARKET  RANGE  TRADING  RECORD

                                    2002                    2001
                                   -----                    -----
<S>                        <C>     <C>     <C>     <C>     <C>     <C>
QUARTER . . . . . . . . .  High            Low     High            Low
                           ------          ------  ------          ------
March . . . . . . . . . .  $23.44          $16.49  $21.56          $15.70
June. . . . . . . . . . .  $23.49          $19.37  $18.85          $16.00
September . . . . . . . .  $22.16          $16.97  $18.00          $12.40
December. . . . . . . . .  $24.30          $19.18  $17.60          $11.49

Closing price December 31          $22.85                  $16.95
</TABLE>

<TABLE>
<CAPTION>

DIVIDEND  RECORD

                      2002                          2001
                     -------                       ------
<S>        <C>       <C>      <C>        <C>       <C>      <C>
           Record    Payable  Amount     Record    Payable  Amount
           Date      Date     Declared   Date      Date     Declared
           --------  -------  ---------  --------  -------  ---------
QUARTER
March . .   3/15/02   4/2/02  $    0.02   3/15/01   4/2/01  $    0.02
June. . .   6/17/02   7/1/02  $    0.02   6/15/01   7/3/01  $    0.02
September   9/16/02  10/1/02  $    0.02   9/15/01  10/2/01  $    0.02
December.  12/16/02   1/3/03  $    0.02  12/15/01   1/8/02  $    0.02
</TABLE>


CORPORATE  INFORMATION
DIRECTORS:
DANIEL  H.  LEEVER,  Chairman  of  the  Board  and  Chief  Executive  Officer
DONALD  G.  OGILVIE,  Executive  Vice  President,American  Bankers  Association
JOSEPH  M.  SILVESTRI,  Vice  President  of  Citicorp  Venture  Capital  Ltd.
JAMES  C.  SMITH,  Chairman  of  the  Board  and  Chief  Executive
Officer,  Webster  Financial  Corporation
T.  QUINN  SPITZER,  JR.,  Partner  of  McHugh  Consulting
ROBERT  ECKLIN,  Executive  Vice  President  of  Corning

CORPORATE  HEADQUARTERS:
MacDermid,  Incorporated
245  Freight  Street
Waterbury,  Connecticut  06702
(203)  575-5700

AUDITORS:
KPMG  LLP
Certified  Public  Accountants
One  Financial  Plaza
Hartford,  CT  06103-4103

SEC  FORM  10-K:
The  Annual Report and the SEC Form 10-K report, as well as, periodic reports on
SEC  Form  10-Q  report  are  available  at  the  Corporation's  website
(www.macdermid.com)  as soon as practicable after the reports are filed with the
SEC.  These  reports  are  also  available without charge by written request to:
Corporate  Secretary
MacDermid,  Incorporated
245  Freight  Street
Waterbury,  CT  06702

REGISTRAR  OF  STOCK  AND  TRANSFER  AGENT:
The  Bank  of  New  York,  Website  -  stock.bankofny.com
Send  Email  to:  Shareowner  -  svcd@bankofny.com

SHAREHOLDERS'  QUESTIONS:
Shareholders with questions concerning non-receipt of dividend checks, obtaining
a  duplicate  1099  statement, or of a general nature can call 1-877-268-5209 or
should  write  to:
     The  Bank  of  New  York
     Shareholder  Relations  Department  -  11E
     P.O.  Box  11258  -  Church  Street  Station
     New  York,  NY  10286
Send  certificates  for  transfer  and  address  changes  to:

The  Bank  of  New  York
Receive  and  Deliver  Department
P.O.  Box  11002  -  Church  Street  Station
New  York,  NY  10286

A  systematic investment service is available to all MacDermid shareholders. The
service  permits  investment  of MacDermid, Incorporated dividends and voluntary
cash  payments  in  additional  shares  of  MacDermid  stock.

MARKET  &  DIVIDEND  INFORMATION:
The  common  shares  of MacDermid, Incorporated are traded on the New York Stock
Exchange  (Symbol:  MRD).  Price and shares traded are listed in principal daily
newspapers and are supplied by NYSE. Approximate number of Registered Holders as
of  March  1,  2003  is  800.  CUSIP-554273  102.

ANNUAL  MEETING:
The  Annual Meeting of Shareholders will be held on Wednesday, April 30, 2003 at
3:00  p.m.,  at  the  Corporate Headquarters, 245 Freight Street, Waterbury, CT.

INVESTORS  INFORMATION  SESSION:
In  addition  to  the Annual Meeting of Shareholders noted above, MacDermid will
also  be holding a separate investors information session on Friday, May 2, 2003
at  the  Embassy  Suites  in  Omaha,  Nebraska  at  2:00  p.m.