10-K
                       Annual Report on Form 10-K for 2001
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C., 20549-1004
                                    Form 10-K

( ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934  [FEE  REQUIRED]
                                       OR
(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  [NO FEE REQUIRED] For the transition period from April 1, 2001 to
December  31,  2001
                          Commission file number 0-2413
                             MACDERMID, INCORPORATED
             (Exact name of Registrant as specified in its Charter)
                           Connecticut     06-0435750
              (State of incorporation)     (IRS Employer I.D. No.)
              245 Freight Street, Waterbury, Connecticut 06702-0671
                    (Address of principal executive offices)
        Registrant's Telephone Number, including Area Code (203) 575-5700
        Securities registered pursuant to Section 12(g) of the Act:  NONE
     Securities  registered  pursuant  to  Section  12(b)  of  the  Act:
<TABLE>
<CAPTION>



<S>                                        <C>
                                           Name of each
Title of each class                        exchange on which registered
-----------------------------------------  ----------------------------
Common Stock Without Par Value             New York Stock Exchange
9.125% Senior Subordinated Notes due 2011  PORTAL
</TABLE>



Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  (  )
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject  to the filing
requirements  for  the  past  90  days.        Yes  (X)   No  (  )
The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant  as  of  March  1,  2002  (based on the closing price on such date as
reported  on  the  New  York  Stock  Exchange)  was  $494,258,000.
The  number  of  shares  of Registrant's Common Stock outstanding as of March 1,
2002  was  32,121,303  shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions  of  the  Corporation's  2001  Annual  Report  to  Shareholders  are
incorporated  by reference into Parts I and II hereof and filed as Exhibit 13 to
this  Report.  The  Proxy  Statement  mailed approximately March 22, 2002 to the
Corporation's  stockholders  in connection with the annual meeting scheduled for
May  1,  2002  is  incorporated  herein  by  reference  into  Part  III  hereof.

                                     PART I
Item  1BUSINESS
Item  1(a)  GENERAL  DEVELOPMENT  OF  BUSINESS
Established  in Waterbury, Connecticut, in 1922, MacDermid, Incorporated and its
subsidiaries'  (collectively,  the  "Corporation"  or "MacDermid") common shares
have  traded  on  the New York Stock Exchange under the symbol "MRD" since 1998.
Prior to that, and since 1966, its common shares were traded on the NASDAQ stock
exchange.  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 (for automotive and other consumer
surfacing),  electronics  (to  imprint electrical patterns on circuit boards and
etching),  offshore  lubricants  (for  oil  drilling  and exploration), printing
plates,  offset  and  textile  blankets  and  photo-polymer printing industries.
MacDermid  offers  a  line  of horizontal processing equipment primarily for the
production of printed circuit boards and chemical machining applications used in
conjunction with certain of its chemical products.  The Corporation also designs
and  manufactures  electronic  circuit boards.  For a further description of the
Corporation's  business,  see  Item  1(d)  below.
Item  1(b)  CHANGE  IN  FISCAL  YEAR
During  2001,  the  Corporation  changed  its  fiscal  year end from March 31 to
December  31.  Therefore, the results of operations for the period from April 1,
2001  to  December  31,  2001  ("transition  year 2001") covers a period of nine
months.
Item  1(c)  FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS
MacDermid  provides  development,  manufacture, sale and technical service for a
large  variety of specialty chemical processes and related equipment, as well as
printed  circuit  boards  under  three  reportable  industry  segments.  The
Corporation  operates  on  a  worldwide  basis  for proprietary chemicals in two
distinct  segments,  Graphic  Arts  and  Advanced  Surface  Finishes.  The third
segment,  Electronics  Manufacturing  operates in Europe.  These three segments,
under which the Corporation operates, are managed separately as each segment has
differences  in  technology  and  marketing  strategies.
Item  1(d)  of  this  report  provides  information concerning the Corporation's
classes  of products and Item 1(e) of this report includes financial information
concerning operations by business segment and by geographic region as well as on
a  consolidated  basis.  Additional  information with respect to the business is
shown  in  the  Notes  to  Consolidated  Financial  Statements  portion  of  the
Corporation's 2001 Annual Report to Shareholders, included as Exhibit 13 to this
Form  10-K,  and  is  incorporated  by  reference.
Item  1(d)  NARRATIVE  DESCRIPTION  OF  BUSINESS
(i)  MacDermid  produces  and markets over 5,000 proprietary chemical compounds.
These  proprietary  chemical  compounds  are  used  for cleaning, activating and
polishing,  mechanical  plating,  mechanical  galvanizing,  electro-plating,
phosphatizing  metal  surfaces,  stripping  of  metal and final coating of metal
surfaces,  filtering,  anti-tarnishing,  rust  retarding  and  etching, imaging,
deposition  of metal, offshore lubricants, offset printing blanket technologies,
flexographic packaging applications, relief printing plates, wide format ink jet
printing  devices  along  with  ink  and  media  consumables  and other chemical
processes.  Research  in  connection  with  proprietary  products  is  conducted
principally  in  the United States, with additional research facilities in Great
Britain,  Spain,  France  and  Japan.
In  the  Americas,  MacDermid  both  manufactures and markets its entire line of
proprietary  products  by  way of more than 150 sales and service personnel.  In
certain  areas  of  the  United  States  distributors  and  manufacturing
representatives  also sell and service certain of its products.  The Corporation
maintains  chemical  inventories  at  approximately  15  distribution  points
throughout  the United States.  Typically these facilities are leased or rented.
In  Canada,  Mexico  and  Brazil the Corporation markets certain of its products
through  wholly  owned  subsidiaries.  In  Vermont,  a  wholly  owned subsidiary
manufactures  and markets equipment in conjunction with the proprietary chemical
business.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries.  European  business is generated by way of more than 300 sales and
service  representatives  who  are  employed  by  the Corporation's subsidiaries
located  in  France,  Germany,  Great Britain, Italy, Holland, Spain, Sweden and
Switzerland.  MacDermid  owns  and  operates  manufacturing facilities in Spain,
Great  Britain,  Italy  and  France.  In  Germany,  a  wholly  owned  subsidiary
manufactures  and markets equipment in conjunction with the proprietary chemical
business.
In  the  Asia-Pacific  region,  the Corporation markets its proprietary products
through  wholly  owned subsidiaries in Australia, China/Hong Kong, Japan, Korea,
New  Zealand,  Singapore, and Taiwan.  Asia-Pacific business is generated by way
of  more  than  50  sales  and service representatives who are employed by those
local  subsidiaries.  In  addition,  sales  are  made  in  India,  Malaysia, the
Philippines  and  Thailand directly or through distributors.  MacDermid owns and
operates subsidiary manufacturing facilities in Taiwan, China, Australia and New
Zealand. In Taiwan, a wholly owned subsidiary manufactures and markets equipment
in  conjunction  with  the  proprietary  chemical  business.
In  other foreign markets certain of the Corporation's proprietary chemicals are
sold in certain countries of South America, Europe and Asia through distributors
or  manufactured  and  sold  through  licensees.
Chemicals, supplies and equipment manufactured by others and resold by MacDermid
consist  of  basic  chemicals,  automatic  plating conveyors, barrel plating and
pollution  control  equipment,  rectifiers, pumps and filters.  Resale items are
marketed in conjunction with and as an aid to the sale of proprietary chemicals.
(ii)  The  Corporation  has  the  following  four classes of principal products:
(A)  Chemical  compounds,  printing  plates  and  blankets  produced  by  the
Corporation,  most  of  which are the result of its own research and development
and,  therefore,  are  referred  to  as  proprietary  products;
(B)  Equipment in support of the chemical business of which approximately 55% is
manufactured  by  the  Corporation;
(C)  Printed  circuit  boards  for  a wide variety of consumer applications; and
(D)  Resale  chemicals  and  supplies.

The following table sets forth the classes of the Corporation's products and the
respective percentage of total consolidated revenue for the transition year 2001
and  the  previous  two  fiscal  years:

<TABLE>
<CAPTION>



<S>                            <C>                    <C>              <C>
Class of Products              Transition Year 2001   March 31, 2001   March 31, 2000

Proprietary Chemicals                            82%              89%              89%
Electronic Boards                                12%               4%             ---
Equipment                                         3%               3%               5%
Resale Chemicals and Supplies                     3%               4%               6%
</TABLE>



 (iii)     MacDermid  uses  in excess of 1,100 chemicals as raw materials in the
manufacture  of its proprietary products.  With few exceptions, several domestic
sources  of  supply  are  available  for  all  such raw materials and for resale
chemicals,  supplies and equipment.  During the transition year 2001, there were
no  significant  difficulties  in  obtaining  raw  materials  essential  to  its
business.
(iv)     During  the  Transition  year  2001, more than 20% of the Corporation's
proprietary  sales  were  derived  from  products  covered  by  patents owned by
MacDermid  or  produced  under  patent  license  agreements.  MacDermid  owns
approximately 190 non-expired U.S. Patents, for which corresponding patents have
been  obtained  or are pending in most industrialized nations, and has more than
20  patent  applications  pending in the U.S.  In addition, the Corporation owns
approximately  445  non-expired  foreign  patents.  The  patents  owned  by  the
Corporation  are  important  to  its  business and have varying remaining lives.
Although  certain  of  these  patents  are  increasingly  more  important to its
business,  the  Corporation  believes  that its ability to provide technical and
testing services to its customers and to meet the rapid delivery requirements of
its  customers  is  equally, if not more, important.  In addition, MacDermid has
many  proprietary  products  which  are  not covered by patents and which make a
large  contribution  to its total sales.  Further, the Corporation owns a number
of  domestic and foreign trade names and trademarks for which it considers to be
of  value  in  identifying  MacDermid and its products.  The Corporation neither
holds  nor  has  granted  any  franchises  or  concessions.
(v)     No  material  portion  of  the  Corporation's  business  is  seasonal.
(vi)     It  is  necessary  to  maintain  finished  goods inventory at locations
throughout  the  United  States  and  in  the  foreign  countries  in  which the
Corporation  operates so that it may meet the rapid delivery requirements of its
customers.  This  impacts  working  capital  requirements  by  requiring  a
considerable  investment  in  inventories  to  service  its customers.  Customer
payment  terms,  which  vary  by  country,  are  generally  in accord with local
industry  practice.
(vii)     No  major  portion  of  the Corporation's business is dependent upon a
single  customer  or  a  few customers, the loss of whom would have a materially
adverse  effect  on  its  business.
(viii)     Since products are taken from inventory stock to ship against current
orders,  there  is  essentially  no  backlog  of  orders  for  the Corporation's
proprietary  chemical  products.  MacDermid  does  not consider the absence of a
backlog  to  be  significant.
(ix)     No  material  portion  of  the  Corporation's  business  is  subject to
re-negotiation  of  profits  or  termination of contracts or subcontracts at the
election  of  the  Government.
(x)     The  Corporation provides a broad line of proprietary chemical compounds
and  supporting  services.  MacDermid  has  many competitors, estimated to be in
excess of 100 in some proprietary product areas.  Some large competitors operate
globally,  as  does  MacDermid,  but most operate locally or regionally.  To the
best  of  the Corporation's knowledge no single competitor competes with all its
proprietary  products.  The  Corporation  maintains extensive support, technical
and  testing  services  for  its  customers,  and is continuously developing new
products.  Management  believes  that  the  Corporation's  combined abilities to
manufacture,  sell, service and develop new products and applications enables it
to  compete  successfully  both  locally  and  world-wide.
(xi)     MacDermid  spent approximately $14,922,000 for the transition year 2001
and $24,466,000 and $22,548,000 during fiscal years 2001 and 2000, respectively,
on  research  and  development  activities.  Substantially  all  research  and
development  activities  were  performed  by  the  Corporation  with the greater
percentage  related  to  the  development  of  new  products.
(xii)     For  many years, MacDermid has developed proprietary products designed
to  reduce  the  discharge  of  pollutant  materials  into  the  environment and
eliminate  the  use  of  certain  targeted  raw  materials  while  enhancing the
efficiency  of  customer chemical processes.  For this reason, efforts to comply
with  Federal,  State  and  Local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, are expected to have
a  positive  effect  upon  the  Corporation's  competitive  position.  Capital
expenditures  for  environmental  control  facilities  and  compliance  was
approximately  $0.5 million in the fiscal year ended March 31, 2001 and was less
than  that for the transition year ended December 31, 2001.  Though difficult to
predict,  future spending of this nature is likely to return to previous levels.
(xiii)     As  of  December 31, 2001, MacDermid had 3,484 full time employees as
compared  to  4,022  full  time  employees  as  of  March  31,  2001.

Item  1(e)  FOREIGN  AND  DOMESTIC  OPERATIONS
MacDermid's  2001  Annual Report to Shareholders, included as Exhibit 13 to this
Form  10-K  and  incorporated by reference, provides information with respect to
geographic  areas  including  operating  information  and  the  effect  upon
shareholders'  equity  of  the  translation  of  foreign  currency  financial
statements.

<PAGE>
Item  2  PROPERTIES
The  following table identifies certain information with regard to the principle
properties  owned  by  the  Corporation:
<TABLE>
<CAPTION>



<S>                     <C>                                          <C>
LOCATION                PRINCIPLE USE                                APPROXIMATE SQ. FT.
Waterbury, Connecticut  Executive and marketing offices, corporate               114,000
                        service, customer support and research labs
Waterbury, Connecticut  Factory and warehouse                                    180,000
Middletown, Delaware    Factory, warehouse, labs and offices                      85,000
Ferndale, Michigan      Factory, warehouse and offices                            75,000
Cedar Rapids, Iowa      Factory, warehouse and offices                            25,000
Adams, Massachusetts    Factory, warehouse and offices                           130,000
Morristown, Tennessee   Factory, warehouse and offices                           250,000
Atlanta, Georgia        Research labs and sales offices                           65,000
San Marcos, California  Factory, warehouse, labs and offices                     235,000
Pasadena, Texas         Factory, warehouse and offices                            35,000
Birmingham, England     Warehouse, labs and offices                              110,000
Birmingham, England     Factory and warehouse                                    120,000
Wigan, England          Factory, warehouse and offices                            65,000
Cernay, France          Factory, warehouse and offices                           235,000
Dormans, France         Factory, warehouse, labs and offices                      35,000
Evreux, France          Factory and warehouse                                     68,000
Steinbach, France       Factory and warehouse                                    150,000
Villemeux, France       Factory, warehouse and offices                            50,000
Pioltello, Italy        Factory, warehouse and offices                             4,000
Dusseldorf, Germany     Factory                                                   17,000
Zulpich, Germany        Factory and offices                                       12,000
Barcelona, Spain        Factory, warehouse, labs and offices                      31,000
Hong Kong, China        Factory, warehouse and offices                            30,000
Panyu, China            Factory and warehouse                                     64,000
Hsin Chu, Taiwan        Factory, warehouse, labs and offices                      30,000
</TABLE>



The Corporation also owns property in Franklin Park and Waukeegan, Illinois, New
Hudson,  Michigan,  and  Vernon,  Connecticut.  Outside  the  United States, the
Corporation also owns property in Droitwich, England.  These properties are
vacant  and  could  be used for manufacturing should the need arise, or could be
leased  or  sold  should  an  opportunity  arise.
In  addition,  MacDermid  leases office, laboratory, warehouse and manufacturing
facilities  as  needed.  During the year, such additional facilities were leased
in  California,  Massachusetts, Michigan, Minnesota, North Carolina, New Jersey,
Rhode  Island,  Texas,  Vermont,  Washington,  Canada,  Mexico,  Holland, Italy,
France,  Germany,  Spain, Sweden, Australia, China, Japan, Korea, Singapore, and
several  other  foreign  countries.  All owned and leased facilities are in good
condition  and  are  of  adequate  size  for  present  business  volume.
Item  3  LEGAL  PROCEEDINGS
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  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  will  be required to pay fines and penalties totaling
$2,500,  without interest, over six quarterly installments.  In addition, $1,550
will  be  paid  to  various local charitable and environmental organizations and
causes.  The  Corporation  will  be  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  future  results of operations and financial position will not be
affected  by  these  arrangements.
Item  4  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
No  matters  were submitted to a vote of MacDermid's security holders during the
last  quarter  of  the  transition  year  2001.
Item  4-A  EXECUTIVE  OFFICERS  OF  MACDERMID
The  names, offices and ages (as of December 31, 2001) of the executive officers
of  MacDermid,  each of whom has been employed in his/her respective offices for
more  than  five  years,  except  as  noted  are  as  follows:
<TABLE>
<CAPTION>



<S>                     <C>     <C>
Daniel H. Leever        age 53  Board Chairman (since July 1998), Chief Executive
                                Officer and President (since May 2001)
John L. Cordani         age 38  Corporate Secretary and General Counsel
Gregory M. Bolingbroke  age 52  Vice President and Treasurer (since September 2000)
                                and Corporate Controller
Dick Boehner            age 54  Vice President of Corporate Development (since July
                                2001)  Previously, and since 1998 he was a Senior
                                Vice President at Great Lakes Chemical and since
                                1994 he was Vice President, Business Development
                                at Allied Signal
</TABLE>




Stephen  Largan  resigned  the  office  of  Vice  President of Finance effective
September  2001  and  now  serves  as  the  president  of  a  division.
John  P.  Malfettone  was  named  Executive  Vice  President and Chief Financial
Officer effective January 7, 2002.  He served, since 1990, as Vice President and
Controller,  Vice President of Finance at GE Capital and most recently, Managing
Director  at  GE  Equity.
          PART  II
Item  5     MARKET  FOR  MACDERMID'S  COMMON  STOCK  AND RELATED SECURITY HOLDER
MATTERS
Information  with  respect to the market for MacDermid's Common Stock, dividends
paid  and  other  related  information  is contained in its transition year 2001
Annual  Report  to  Shareholders  included  as  Exhibit 13 to this form 10-K and
incorporated  by  reference.
Item  6     SELECTED  FINANCIAL  DATA
The  selected  financial  data  (Five  Year Summary) is contained in MacDermid's
transition  year  2001  Annual  Report to Shareholders included as Exhibit 13 to
this  Form  10-K  and  incorporated  by  reference.
Item  7     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  is  contained  in  MacDermid's transition year 2001 Annual Report to
Shareholders  included  as  Exhibit  13  to  this  Form 10-K and incorporated by
reference.
Item  7(a)  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
The  Corporation  is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing  and  financing  activities. The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.
MacDermid  is  exposed to interest rate risk primarily from its credit facility,
which  is  based  upon various floating rates.  The Corporation has entered into
interest  rate  swaps,  a  portion  of  which  have  been  designated as hedging
instruments  under the provisions of Statement of Financial Accounting Standards
No.  133,  Accounting  for  Derivative  Instruments  and Hedging Activities.  At
December 31, 2001, the aggregate notional amount covers 55% of its borrowings on
this  credit  facility.  The  resulting  weighted-average fixed interest rate is
5.9%  under  this  facility.  The  Corporation  further  reduced its exposure to
interest  rate risk with a fixed rate bond offering during transition year 2001.
See  Notes  to  Consolidated Financial Statements, Note 14 Financial Information
for  Guarantors  of  the Corporation's Bond Offering for additional information.
Based  upon  expected  levels  of  borrowing  in  2002  and  providing  for swap
protection, an increase in interest rates of 100 basis points would result in an
incremental  interest  expense  of  less  than  $700,000.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products in over 25 countries.  Approximately 57% of the Corporation's sales are
denominated  in  currencies  other  than  the US Dollar, predominantly the Pound
Sterling,  the  Euro,  the  Yen,  Hong  Kong and New Taiwan Dollars.  During the
transition  year  2001  there was a negative impact on earnings of approximately
$0.02  per  share, or approximately 2%.  Those earnings are generally reinvested
locally  and  the  impact  on operating cash flows has been less than $2,500,000
annually.  Management  continually  reviews the balance between foreign currency
denominated  assets and liabilities in order to minimize the exposure to foreign
exchange  fluctuations.  Approximately  58%  of  the  Corporation's identifiable
assets are denominated in currencies other than the US Dollar, predominantly the
Pound  Sterling,  the  Euro,  the  Yen,  Hong  Kong  and  New  Taiwan  Dollars.
MacDermid  does  not enter into any derivative financial instruments for trading
purposes.  The  Corporation  has  certain other supply agreements for quantities
but  has  chosen  not  to  enter  into  any price hedging with its suppliers for
commodities.  Additional  information  about  market  risk  is  contained  in
MacDermid's  transition  year  2001  Annual  Report  to Shareholders included as
Exhibit  13  to  this  Form  10-K  and  incorporated  by  reference.
Item  8     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
The  consolidated  financial  statements,  including  the  notes thereto, of the
Corporation  are  contained in MacDermid's transition year 2001 Annual Report to
Shareholders  included  as  Exhibit  13  to  this  Form 10-K and incorporated by
reference.
Item  9  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE
Not  applicable.
PART  III
Item  10  DIRECTORS  AND  OFFICERS
The discussion of "Election of Directors" and a portion of the discussion in the
section,  "Interest  of Management and Others in Certain Transactions and Family
Relationships" contained in MacDermid's Proxy Statement dated March 22, 2002 are
incorporated  herein  by  reference  thereto.  Officers  of  the Corporation are
listed  in  Item  4A,  above.
Item  11  EXECUTIVE  COMPENSATION
The  discussion  of  "Executive  Compensation"  contained  in  MacDermid's Proxy
Statement  dated  March  22,  2002  is incorporated herein by reference thereto.
Item  12     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT
Information  with respect to the security ownership of certain beneficial owners
and  management contained in MacDermid's Proxy Statement dated March 22, 2002 is
incorporated  herein  by  reference  thereto.
Item  13     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS  AND  FAMILY
RELATIONSHIPS
The discussion of "Interest of Management and Others in Certain Transactions and
Family  Relationships"  contained in MacDermid's Proxy Statement dated March 22,
2002  is  incorporated  herein  by  reference  thereto.
PART  IV
Item  14     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON
FORM  8-K
(a)     (1)     Financial  Statements
The  consolidated  financial  statements  and  report thereon of KPMG LLP, dated
February 4, 2002 are contained in MacDermid's transition year 2001 Annual Report
to Shareholders included as Exhibit 13 to this Form 10-K and incorporated herein
by  reference.
     (2)     Financial  Statement  Schedules
The  following  schedules  are filed as part of this Annual Report on Form 10-K.
This  supplementary  financial  data  should  be  read  in  conjunction with the
consolidated  financial  statements  and  comments  thereto  referred  to above.
Schedules  not included with this supplementary financial data have been omitted
because  they  are not applicable, are immaterial or the required information is
included  in  the  consolidated  financial  statements  or  related  notes  to
consolidated  financial  statements.
Schedule  II  -  Valuation  and Qualifying Accounts and Reserves is contained in
MacDermid's  transition  year  2001  Annual  Report  to Shareholders included as
Exhibit  13  to  this  Form  10-K  and  incorporated  herein  by  reference
     (3)     Exhibits
An index to the exhibits filed or incorporated by reference immediately precedes
such  exhibits.
     (b)  Reports  on  Form  8-K
The  Corporation  filed a report on Form 8-K, dated November 28, 2001 during the
last  quarter  of  the transition year 2001.  This report was for the purpose to
announce  a  voluntary settlement of the environmental investigation by the U.S.
Attorney  for  the  District  of  Connecticut and the civil litigation which was
filed  on  behalf  of the Connecticut Department of Environmental Protection, in
July  1999.
                                   SIGNATURES
Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934, the Registrant has duly caused this Annual Report on Form 10-K to
be  signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.
                             MACDERMID, INCORPORATED
                                  (Registrant)
                             Dated:  March 22, 2002
By  /s/  Daniel  H.  Leever     By        /s/  John  P.  Malfettone
         Daniel  H.  Leever                    John  P.  Malfettone
         Director,  Chairman,  President       Executive  Vice  President  and
         and  Chief  Executive  Officer        Chief  Financial  Officer


Daniel  H.  Leever,  pursuant  to powers of attorney, which are being filed with
this  Annual  Report  on  Form  10-K,  has  signed below on February 26, 2002 as
attorney-in-fact  for  the  following  directors  of  the  Registrant:
Donald  G.  Ogilvie     -     James C. Smith     -     Joseph M. Silvestri     -
T.  Quinn  Spitzer
/s/  Daniel  H.  Leever
Daniel  H.  Leever

                                  EXHIBIT INDEX
                          2001 FORM 10-K ANNUAL REPORT
<TABLE>
<CAPTION>



<S>          <C>                                                                        <C>
Exhibit No.
3.1          Restated Certificate of Incorporation, MacDermid, Incorporated             By reference
             amended as of December 1, 1997.  Exhibit 19 to September 30,
             1991 Form 10-Q Quarterly Report is incorporated by reference
             herein.
3.2          Restated By-Laws of MacDermid, Incorporated amended as of May              By reference
             21, 2001.  Exhibit 3.2 to March 31, 2001 Form 10-K Annual Report
             is incorporated by reference herein.
4.1          Credit Agreement, amended, dated as of May 25, 2001,                       By reference
             among MacDermid, Incorporated, the Banks signatory
             thereto and Bank of America, as Agent, letter of credit issuing
             bank and swing line lender.  Exhibit 4.1.b to March 31, 2001 Form
             10-K Annual Report is incorporated by reference herein
4.2          Credit Agreement, amended, dated as of November 9, 2001,                   Attached
             among MacDermid, Incorporated, the Banks signatory
             thereto and Bank of America, as Agent, letter of credit issuing
             bank and swing line lender.
10.1         MacDermid, Incorporated Special Stock Purchase Plan,                       By reference
             amended as of November 1, 1992.  Exhibit 10 to 1993
             Form 10-K Annual Report is incorporated by reference herein.
10.2         MacDermid, Incorporated 1995 Equity Incentive Plan.  Exhibit               By reference
             10.2 to 1996 Form 10-K Annual Report is incorporated by
             reference herein.
10.3         MacDermid, Incorporated 1998 Equity Incentive Plan.  Exhibit               By reference
             10.3 to 1999 Form 10-K Annual Report is incorporated by reference herein.
10.4         MacDermid, Incorporated 2001 Equity Incentive Plans.  Exhibit              By reference
             10.4 to March 31, 2001 Form 10-K Annual Report is incorporated
             by reference herein.
11           Computation of per share earnings.                                         By reference
             Note 1(q) to MacDermid's Transition Year 2001 Annual Report to
             Stockholders
13           Portions of MacDermid's Transition Year 2001 Annual Report to              Attached
             Stockholders as required by Item 8
21           Subsidiaries of MacDermid, Incorporated                                    Attached
23           Independent Auditors' Consent                                              Attached
24           Power of Attorney                                                          Attached
</TABLE>