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

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934  [FEE  REQUIRED]  For  the  fiscal  year  ended  March  31,  2001.
                                       OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  [NO  FEE  REQUIRED].For  the  transition  period  from        to
                          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:
                Title of Class   - Common Stock Without Par Value
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     market  value  of the voting stock held by non-affiliates of the
Registrant  as  of  May  31,  2001  (based  on the closing price on such date as
reported  on  the  New  York  Stock  Exchange)  was  $377,788,285.
The number of shares of Registrant's Common Stock outstanding as of May 31, 2001
was  31,463,574  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 to be mailed on or about June 11, 2001 to the
Corporation's  stockholders  in connection with the annual meeting scheduled for
July  25,  2001  is   incorporated  herein  by  reference  into Part III hereof.

                                     PART I
Item  1(a)  GENERAL  DEVELOPMENT  OF  BUSINESS
Incorporated  in  Connecticut  in  1922,  MacDermid,  Incorporated  and  its
subsidiaries (collectively, the "Corporation" or "MacDermid") develops, produces
and  markets  a  broad line of specialty chemical products which are used in the
metal  and  plastic  finishing,  electronics,  offshore  lubricants and printing
industries,  worldwide.  MacDermid  offers  a  line  of  horizontal  processing
equipment  used  in  conjunction  with  certain  of  the  Corporation's chemical
products.  This equipment is used primarily in the production of printed circuit
boards  and  in  chemical  machining.
In  December 1995, MacDermid acquired the assets, subject to certain liabilities
of the Electronics and Printing Division of Hercules Incorporated.  The acquired
business  consists  principally  of  the  manufacture  and  sale  of proprietary
products including photo-resists, used to imprint electrical patterns on circuit
boards, and photo-polymer printing, which reproduces quality graphics on package
printing  and  in-store  displays.  The acquisition, accounted for as a purchase
transaction,  was financed through bank borrowings and the issuance of preferred
stock.  The  preferred  stock  was  completely  redeemed by using a portion of a
revolving  credit  facility  in  May  1997.
Between  December  1998  and  February  1999,  MacDermid  acquired  all  of  the
outstanding  share  capital  of W. Canning, plc.  The acquired business consists
principally  of the manufacture and sale of proprietary products including metal
and  plastic  finishing  for  automotive  and  other  consumer surface finishing
industries,  offshore fluids for oil drilling and exploration.  The acquisition,
accounted  for  as a purchase transaction, was financed through bank borrowings.
In  December  1999,  MacDermid completed a merger with PTI Inc.  The acquisition
was accounted for as a pooling-of-interests transaction.  The Corporation issued
6,999,968  shares  and share equivalents of its common stock in exchange for all
of the outstanding shares of PTI Inc.  This business establishes the Corporation
in  the  printing  industry.  The  acquired  business  consists primarily of the
manufacture  and sale of proprietary products including offset blankets, textile
blankets,  printing  plates  and  rubber  based  covers  for industrial rollers.
In  January  2001,  the Corporation acquired a 60% interest in Eurocir S.A.  The
acquired business consists of electronic circuit board design and manufacturing,
with  sales  and  distribution  primarily  concentrated throughout Europe.  This
business  serves  consumers  of  both  single-sided  and double-sided electronic
circuit  boards.  The  acquisition, accounted for as a purchase transaction, was
financed  through  bank  borrowings.
The  Corporation's  original  listing application to the New York Stock Exchange
was  accepted  on  February  26, 1998 and since this date its common shares have
traded  on  the N.Y.S.E., under the symbol "MRD".  From 1966, up to February 26,
1998  the  Corporation's  common  shares  had traded on the NASDAQ stock market.
For  a description of the Corporation's business, see Item 1(c) below.
Item  1(b)  FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS
MacDermid  provides  development,  manufacture, sale and technical service for a
large  variety  of  specialty  chemical processes, related equipment and printed
circuit  boards  in  three  reportable industry segments: Graphic Arts, Advanced
Surface  Finishes  and  Electronics  Manufacturing.  These three segments, under
which  the  Corporation operates on a worldwide basis, are managed separately as
each  segment  has  differences  in  technology  and  marketing  strategies.
Item  1(c)  of  this  Report  provides  information concerning the Corporation's
classes  of products and Item 1(d) 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(c)  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, water treatments 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, the Corporation both manufactures and markets its entire line
of  products  through  more  than 280 sales and service personnel employed by it
and,  in  certain  areas  of  the  United  States,  through  distributors  and
manufacturing  representatives.  The  Corporation maintains chemical inventories
at  more  than  25  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  sales  are made through more than 370 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 subsidiary 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,  and sales are made through more than 50
sales  and  service  representatives who are employed by 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
manufactured  and  sold  in certain countries in South America, Europe and Asia,
the  Corporation's  products  are  sold 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 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 67% is
manufactured  by  the  Corporation;
(C)  Printed  circuit  boards  for  a wide variety of consumer applications; and
(D)  Resale  chemicals  and  supplies.


<PAGE>
<TABLE>
<CAPTION>

The  following  table  sets  forth  the  classes of MacDermid's products and the
respective  percentage  of total consolidated revenue for each of the last three
fiscal  years:


CLASS OF PRODUCTS      2001   2000   1999
---------------------  -----  -----  -----
<S>                    <C>    <C>    <C>
Proprietary Chemicals    89%    89%    88%
Electronic Boards         4%   ---    ---
Equipment                 3%     5%     7%
Resale Chemicals and      4%     6%     5%
Supplies

</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  fiscal  2001,  there  were  no
significant  difficulties  in obtaining raw materials essential to its business.
(iv)     During  fiscal 2001, approximately 20% of MacDermid's proprietary sales
were  derived  from  products  covered  by  patents  owned by the Corporation or
produced  under  patent  license  agreements.  MacDermid  owns  more  than  90
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.  The  patents  owned by the Corporation are
important to its business and have varying remaining lives.  Although certain of
the  Corporation's  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  MacDermid'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 supporting, 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 $24,466,000, $22,548,000 and $21,500,000
during  fiscal  years  2001,  2000  and  1999,  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, may have had a
positive  effect  upon  the  Corporation's  competitive  position.  Capital
expenditures for environmental control facilities had in past years approximated
$1  million  annually.  In  fiscal  2001  there  was an approximate $0.5 million
incurred  for  environmental  compliance.  Though  difficult  to predict, future
spending  of  this  nature  is  likely  to  return  to  previous  levels.
(xiii)     MacDermid employed 4,022 and 3,164 full time, regular employees as of
March  31,  2001  and  2000,  respectively.
Item  1(d)  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.
Item  2  PROPERTIES
Within  the  United  States,  MacDermid  owns  the  following  properties:
In  Connecticut;
At  Waterbury,  a  51,700  square  foot  steel  building,  principally  used for
executive  offices,  marketing  and  corporate support, and a 62,000 square foot
research  and customer service facility, both of which are located on a 5.8 acre
tract.  In  addition,  a  180,000  square foot wood, brick and concrete building
complex  is principally used for manufacturing and warehousing but also includes
some  offices  and  laboratories.  The  complex  is located on a 7.2 acre tract.
Directly  across  the street from this property, is a 31 acre tract of land held
for  possible  future  development.
In  Delaware;
At Middletown, a concrete and steel building of 85,520 square feet consisting of
factory,  laboratory,  warehouse  and  office facilities located on a 10.97 acre
tract.
In  Michigan;
At  Ferndale,  a  steel  frame  and  steel  sided building of 75,000 square feet
consisting principally of factory, warehouse and office facilities, located on a
6.25  acre  tract.
In  Iowa;
At  Cedar Rapids, a concrete and steel building of 25,000 square feet consisting
of  factory,  warehouse  and  office  facilities  located  on  a  .3 acre tract.
In  Massachusetts;
At  Adams,  a  brick  and  wood  building  of  130,000 square feet consisting of
factory,  warehouse  and  office  facilities  located  on  an  8  acre  tract.
In  Tennessee;
At  Morristown,  a brick and steel building of 250,000 square feet consisting of
factory,  warehouse  and  office  facilities  located  on  a  23.75  acre tract.
In  Georgia;
At  Atlanta,  a  brick  and  steel  building of 65,000 square feet consisting of
research  laboratories  and  sales  offices  located  on  a  5.75  acre  tract.
In  California;
At San Marcos, a concrete building of 235,000 square feet consisting of factory,
warehouse,  research laboratories and office facilities located on an 11.75 acre
tract.
In  Illinois;
At  Franklin  Park,  a  masonry  building  of  87,000  square feet consisting of
factory,  warehouse,  and  office  facilities  located  on  a  5.25  acre tract.

The  Corporation also owns property in New Hudson, Michigan, Waukeegan, Illinois
and  Vernon,  Connecticut, which is being held for sale or lease but which could
be  used  for  manufacturing  should  the  need  arise.
Outside  the  United  States,  the  Corporation  owns  additional  properties as
follows:
In  Spain;
At  Barcelona,  a  steel  and  brick  building of 31,000 square feet of factory,
warehouse,  laboratory  and  office  space.
In  England;
At  Birmingham, two brick, concrete and steel buildings, connected by a walkway,
containing  a  total  of  110,000  square  feet  of  manufacturing,  warehouse,
laboratory  and office space and at a separate location nearby a brick, concrete
and  steel building of 120,000 square feet of manufacturing and warehouse space.
At  Wigan,  a  brick,  concrete  and  steel  building  of  65,000 square feet of
manufacturing,  warehouse  and  office  space.
In  France;
At  Villemeux,  a  steel  and  concrete  building  of  50,000  square  feet  of
manufacturing,  warehouse  and  office  space.
At  Dormans,  a  steel  and  concrete building of 35,000 square feet of factory,
warehouse,  laboratories  and  office  space.
At  Cernay,  a  steel  and  concrete building of 235,000 square feet of factory,
warehouse  and  office  space.
At  Steinbach,  a  wood and brick building of 150,000 square feet of factory and
warehouse.
At  Evreux,  a  steel  building  of 68,000 square feet of factory and warehouse.
In  Germany;
At  Dusseldorf,  a  steel  and  concrete  building  of  17,000  square  feet for
manufacturing.
At Zulpich, a steel and concrete building of 12,000 square feet of manufacturing
and  office  space.
In  the  Republic  of  China;
At  Hong  Kong, 30,000 square feet office, laboratories and warehouse space in a
concrete  block  building.
At  Panyu,  three  buildings of reinforced concrete totaling 64,000 square feet,
located  on  a  4  acre  tract,  used  for  factory,  warehouse  and  offices.
In  Taiwan;
At  Hsin  Chu, two buildings of reinforced concrete totaling 30,000 square feet,
located  on  a  1.8  acre  tract,  used  for  factory,  warehouse  and  offices.
The  Corporation  also owns property at Telford and Droitwich, England which are
being  held  for  sale  or  lease.
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  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.  The  Corporation has retained outside law
firms to assist in complying with the subpoena and the underlying investigation.
It  has  cooperated  from  the  outset  with  the investigation and is currently
involved  in  informal  negotiations  with  the  Government  with a view towards
settling  any  and  all  charges in this matter without resort to trial. At this
time  of  these  negotiations  it  is  too  speculative  to quantify the precise
financial  implications  to  the  Corporation.
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 recently sentenced to fines of $25,000 and $10,000 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  is vigorously defending this complaint.  It currently believes that
the  outcome  of  this  proceeding  will  not  materially affect its business or
financial  position,  however, the proceeding is in the early stages. Therefore,
at this time it is too speculative to quantify the financial implications to the
Corporation.
Item  4  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
There  were no matters submitted to a vote of the Corporation's security holders
during  the  fourth  quarter  of  fiscal  2001.
Item  4A  EXECUTIVE  OFFICERS  OF  MACDERMID
The  names, offices and ages (as of March 31, 2001) of the executive officers of
MacDermid, each of whom has been employed in his or her respective office(s) for
more  than  five  years,  except  as  noted  are  as  follows:
Daniel  H.  Leever,  age  52,  has been Board Chairman since July 1998 and Chief
Executive  Officer  since  1990.

Stephen  Largan,  age  33, has been Vice President, Finance since February 1999.
Previously,  and  since  1993  he  was  with a subsidiary of Ford Motor Company,
serving  as  Director  of  Finance.

Gregory  M.  Bolingbroke,  age  51,  has been Vice President and Treasurer since
September  2000  and  Corporate  Controller  since  1995.

Mary  Anne  B. Tillona, age 42, has been Corporate Secretary since June 2000 and
General Counsel since September 2000.  She was Deputy General Counsel from April
2000  to  September  2000.  Previously, and since 1995 she was Corporate Counsel
for  Dexter  Corporation.
          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 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 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  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.
The  Corporation  is  exposed  to  interest  rate risk primarily from its credit
facility,  which  is  based upon various floating rates.  At March 31, 2001, the
Corporation  had  entered  into  interest  rate swaps with an aggregate notional
amount  that  approximates  one-third  of  its  borrowings.  The  resulting
weighted-average  fixed  interest  rate  is 7.4%.  Based upon expected levels of
borrowing  under  this  facility  in  2002, an increase in interest rates of 100
basis  points  would  result  in  an  incremental  $4  million interest expense.

The  Corporation  operates  manufacturing  facilities in ten countries and sells
products in over 25 countries.  Approximately 50% of the Corporation's sales are
denominated  in  currencies  other  than  the US Dollar, predominantly the Pound
Sterling,  currencies  pegged  to  the  Euro,  the Yen, Hong Kong and New Taiwan
Dollars.  In  fiscal  2001,  there  was  a  negative  impact  on  earnings  of
approximately  $0.05  per  share, or less than 5%.  Those earnings are generally
reinvested  locally  and  the  impact on operating cash flows has been less than
$3.5  million  annually.  Management  continually  reviews  the  balance between
foreign  currency  denominated  assets  and liabilities in order to minimize the
exposure  to  foreign  exchange  fluctuations.  Approximately  60%  of  the
Corporation's  identifiable  assets are denominated in currencies other than the
US  Dollar, predominantly the Pound Sterling, currencies pegged to 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 entered into foreign currency forward contracts
covering  a  Deutsche  Mark  commitment.  This  commitment  covers  an equipment
subsidiary  supply  of  a  certain number of machines during fiscal 2001 and the
amounts are immaterial and short-term.  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 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  2001 Annual Report to Shareholders
included  as  Exhibit  13  to  this  Form  10-K  and  incorporated by reference.
Additional  financial  information  is  contained in the Financial Data Schedule
appearing  as  Exhibit  27  to  this  report.
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 June 1, 2001 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  June 1,  2001  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 June 1, 2001 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  June 1,
2001  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 May
18,  2001  are  contained  in  MacDermid's  2001  Annual  Report to Shareholders
included  as  Exhibit 13 to this Form 10-K and incorporated herein by reference.
Additional  financial  information  is  contained in the Financial Data Schedule
included  as  Exhibit  27  to  this  report.
     (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  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
None.
                                   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:  June 1, 2001
By     /s/  Daniel  H.  Leever     By     /s/  Gregory  M.  Bolingbroke
     Daniel  H.  Leever               Gregory  M.  Bolingbroke
     Director,  Chairman, President    Vice  President,  Treasurer  and
     and Chief  Executive  Officer     Corporate  Controller


Daniel  H.  Leever,  pursuant  to powers of attorney, which are being filed with
this  Annual  Report  on  Form  10-K,  has  signed  below  on  May  21,  2001 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



<TABLE>
<CAPTION>

                                           EXHIBIT INDEX
                                   2001 FORM 10-K ANNUAL REPORT


<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 21, 2001.  Attached

4.1.a        Credit Agreement, amended and restated, dated as of December             Attached
             19, 2000, among MacDermid, Incorporated, the Banks signatory
             thereto and Bank of America, as Agent, letter of credit issuing
             bank and swing line lender.

4.1.b        Credit Agreement, amended and restated, dated as of May                  Attached
             25, 2001, 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.

11           Computation of per share earnings.                                       By reference
             Note 1(o) to MacDermid's 2001 Annual Report to Stockholders

13           Portions of MacDermid's 2001 Annual Report to Stockholders               Attached
             as required by Item 8

21           Subsidiaries of MacDermid, Incorporated                                  Attached

23           Independent Auditors' Consent                                            Attached

24           Power of Attorney                                                        Attached

27           Financial Data Schedule                                                  Attached

99           Additional Exhibit - Change in Fiscal Year                               Attached

</TABLE>

<PAGE>