UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C., 20549-1004
                                    Form 10-K/A

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934  [FEE  REQUIRED]  For  the  fiscal  year  ended  December  31,  2002
                                       OR
(  )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]
                         Commission file number 1-13889
                             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  each  class         Name  of  each  exchange on which registered
     ----------------------         --------------------------------------------
     Common  Stock  Without  Par  Value               New  York  Stock  Exchange
     9.125%  Senior  Subordinated  Notes  due  2011     New  York Stock Exchange
Indicate  by  check mark 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  (  )
Indicate by check mark whether the Registrant is an accelerated filer as defined
in  Rule  12b-2  of  the  Act.
Yes  (X)  No  (  )
The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant  as  of  the  last  business  day  of  the Registrant's most recently
completed  second  fiscal  quarter  (based  on the closing price on such date as
reported  on  the  New  York  Stock  Exchange)  was  $522,095,000.

The  number  of  shares  of Registrant's Common Stock outstanding as of March 1,
2003  was  32,314,172  shares.
                       DOCUMENTS INCORPORATED BY REFERENCE
Portions  of  the  Corporation's  2002  Annual  Report  to  Shareholders  are
incorporated herein by reference into Parts I and II hereof and filed as Exhibit
13  to  this  Report.  The definitive proxy statement to be filed, and mailed to
the  Corporation's stockholders on, or before 30 days prior to the Corporation's
annual meeting scheduled for April 30, 2003, is incorporated herein by reference
into  Part  III  hereof.

<PAGE>
                                     PART I
ITEM  1:BUSINESS
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 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.  For  a  further  description  of  the Corporation's business, see Items
1(b),  1(c)  and  1(d).
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  (referred  to as "transition year 2001") covers a
period  of  nine  months.
Item  1(b)  FINANCIAL  INFORMATION  ABOUT  INDUSTRY  SEGMENTS
The  Corporation  develops,  manufactures,  and  markets  over 5,000 proprietary
chemical  compounds.  The  Corporation  operates on a worldwide basis, supplying
proprietary  chemicals for two distinct segments, Advanced Surface Finishing and
Printing  Solutions  (formerly  Graphic  Arts).  A  third  segment,  Electronics
Manufacturing  designs and manufactures printed circuit 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.  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  2002 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  develops,  manufactures and markets a broad line of specialty
chemicals,  solutions and other products for three distinct businesses segments:
Advanced  Surface  Finishing,  Printing Solutions and Electronics Manufacturing.
The  Advanced  Surface  Finishing  segment's  proprietary chemical compounds are
primarily used for automotive, electrical 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
electronic  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.  MacDermid also
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  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 leading designer and manufacturer of
both  single-sided and double-sided printed circuit boards in Europe through its
majority  owned  subsidiary  Eurocir  SA.
In  the  Americas,  MacDermid markets its entire line of proprietary products by
way  of  more  than  280  sales  and service personnel.  In certain areas of the
United  States,  distributors  and  manufacturing  representatives also sell and
service many of its products.  The Corporation maintains chemical inventories at
approximately  14  distribution points throughout the United States.  Typically,
these  facilities  are  leased  or  rented.  MacDermid  owns  and  operates  six
manufacturing facilities within the United States.  In Canada, Mexico and Brazil
the  Corporation  markets  certain  of  its  products  through  wholly  owned
subsidiaries.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries.  European  business is generated by way of more than 380 sales and
service  representatives  who  are  employed  by  the Corporation's subsidiaries
located  in  France,  Germany, Great Britain, Italy, Holland, Spain, and Sweden.
MacDermid  owns  and  operates manufacturing facilities in Spain, Great Britain,
Italy,  France  and Germany.  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  either  wholly  owned  subsidiaries  or branch operations in Australia,
China/Hong Kong, Japan, Korea, New Zealand, Singapore, and Taiwan.  Asia-Pacific
business  is generated by way of more than 260 sales and service representatives
who  are  employed  by those local subsidiaries.  In addition, sales are made in
India,  Indonesia,  Malaysia,  the  Philippines, Sri Lanka, Thailand and Vietnam
directly  or  through  distributors.  MacDermid  owns  and  operates  subsidiary
manufacturing  facilities  in  Taiwan,  mainland China, Japan, Australia and New
Zealand.
In  other  foreign  markets  some of the Corporation's proprietary chemicals are
sold in certain countries of South America, Europe and Asia through distributors
or  are  manufactured  and  sold  through  licensees.
Research in connection with proprietary products is performed principally in the
United  States,  with  additional research support activities conducted in Great
Britain,  Spain,  France  and  Japan.
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)  printed  circuit  boards  for  a  wide  variety  of  consumer applications;
(c)  resale  non-proprietary  chemicals  and  supplies;  and
(d)  equipment in support of the chemical business of which approximately 30% is
manufactured  by  the  Corporation.
The following table sets forth the classes of the Corporation's products and the
respective  percentage  of  total consolidated revenue for the year 2002 and the
previous  two  fiscal  years:

<TABLE>
<CAPTION>



<S>                            <C>                 <C>                    <C>
Class of Products . . . . . .  December 31, 2002   Transition Year 2001   March 31, 2001
Proprietary chemicals . . . .                 82%                    82%              89%
Electronic boards . . . . . .                 12%                    12%               4%
Resale chemicals and supplies                  4%                     3%               4%
Equipment . . . . . . . . . .                  2%                     3%               3%
</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  year  2002, there were no
significant  difficulties  in obtaining raw materials essential to its business.
(iv)     For  the  year  ended  December  31,  2002,  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.  The
Corporation  records  revenue  from  product sales, including freight charged to
customers,  upon  shipment  to  the  customer if the collection of the resulting
receivable  is  probable   The  Corporation's  stated  shipping  terms  are  FOB
shipping  point and CIP shipping point and do not include customer inspection or
acceptance provisions.  Where circumstances arise where title has not passed, or
revenue  is  not earned the Corporation defers revenue recognition in accordance
with  criteria  set  forth  in  Staff  Accounting  Bulletin  No.  101,  Revenue
Recognition  in  Financial  Statements.
(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  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  worldwide.
(xi)     MacDermid  spent  approximately  $19,104,000  during  fiscal year 2002,
$14,922,000  for  transition  year  2001 and $24,466,000 for fiscal year 2001 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
expenditure  for  environmental  control  facilities  and  compliance  has  been
approximately  $500,000  to  $1,000,000 historically.  For the fiscal year ended
December  31, 2002, spending of this nature continued at these levels and though
difficult to predict, future spending of this nature is likely to remain in this
range.
(xiii)     As  of  December 31, 2002, MacDermid had 3,166 full time employees as
compared  to  3,484  full  time  employees  as  of  December  31,  2001.
Item  1(d)  FOREIGN  AND  DOMESTIC  OPERATIONS
The  Corporation's 2002 Annual Report to Shareholders, included as Exhibit 13 to
this  Form  10-K  and  is  incorporated  by reference, provides information with
respect  to  business  segment,  geographic regions as well as on a consolidated
basis,  including operating information and the effect upon shareholders' equity
of  the  translation  of  foreign  currency  financial  statements.
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,                  114,000
                        corporate service, customer support
                        and research labs
Waterbury, Connecticut  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
Morristown, Tennessee.  Factory, warehouse and offices                    250,000
Atlanta, Georgia . . .  Offices and labs                                   65,000
San Marcos, California  Factory, warehouse, labs and offices              195,000
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                     40,000
Barcelona, Spain . . .  Factory, warehouse, labs and offices               31,000
Hong Kong, China . . .  Warehouse, labs and offices                        30,000
Panyu, China . . . . .  Factory, warehouse, labs and offices               64,000
Hsin Chu, Taiwan . . .  Factory, warehouse, labs and offices               30,000
</TABLE>



The  Corporation  also  owns  property in Franklin Park and Waukeegan, Illinois;
Adams,  Massachusetts;  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  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, New
Zealand  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  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 $230,000 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 $25,000 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 voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated  is required to pay fines and penalties
totaling  $2,500,000,  without interest, over six quarterly installments.  As of
December  31,  2002,  the  Corporation  has  paid  $2,042,000  and  will pay the
remaining  amount  of  $458,000  during  the  quarter ending March 31, 2003.  In
addition,  the  Corporation  is  required  to  pay  $1,550,000  to various local
charitable and environmental organizations and causes.  As of December 31, 2002,
the  Corporation  has paid $1,420,000 and a final payment for these donations of
$130,000  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.
ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
No matters were submitted to a vote of the Corporation's security holders during
the  fourth  quarter  of  fiscal  year  2002.

          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 2002 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 2002
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  2002  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  has  been  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.
There  were  no outstanding borrowings under this facility at December 31, 2002.
The  Corporation  reduced  its  exposure to interest rate risk with a fixed rate
bond  offering  during  transition  year  2001.  See  Note  15  to  Consolidated
Financial  Statements, Financial Information for Guarantors of the Corporation's
Bond  Offering.  Based  upon  expected levels of borrowing in 2003 and providing
for  swap  protection,  an  increase in interest rates of 100 basis points would
result  in  an  incremental  interest  expense  of  approximately  $150,000.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products in over 25 countries.  Approximately 60% of the Corporation's net sales
and  identifiable assets are denominated in currencies other than the US Dollar,
predominantly  the  Euro,  the Pound Sterling, the Yen, Hong Kong and New Taiwan
Dollars.  For  the year ended December 31, 2002, there was a favorable impact on
earnings  of  approximately  $0.01  per  share,  or  4%.  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.
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  2002  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  2002 Annual Report to Shareholders
included  as  Exhibit  13  to  this  Form  10-K  and  incorporated by reference.
ITEM  9:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES
None.
PART  III
ITEM  10:  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
The information called for by this item is hereby incorporated by reference from
the  Corporation's definitive proxy statement to be filed pursuant to regulation
14A  for  the  2002 annual meeting of shareholders.  Officers of the Corporation
are  listed  in  Item  10(a),  below.
Item  10(a)  EXECUTIVE  OFFICERS  OF  MACDERMID
The  names, offices and ages (as of December 31, 2002) of the executive officers
of  MacDermid,  each  of  whom has been employed in their respective offices for
more  than  five  years,  except  as  noted,  are  as  follows:

<TABLE>
<CAPTION>



<S>                     <C>     <C>
Daniel H. Leever . . .  age 54  Board Chairman (since 1998), Chief Executive
                                Officer (since 1990) and President (since 1989)
John L. Cordani. . . .  age 39  Corporate Secretary and General Counsel (since
                                2001 and previously from 1994 to 2000)  Between
                                May 2000 and July 2001 he was a partner at
                                Carmody and Torrance LLP
Gregory M. Bolingbroke  age 53  Senior Vice President and Treasurer (since 2000) and
                                Corporate Controller (since 1995)
Richard Boehner. . . .  age 55  Vice President of Corporate Development (since
                                2001)  Previously, and since 1998 he was a Senior
                                Vice President at Great Lakes Chemical
</TABLE>



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  and Vice President of Finance at GE Capital and Managing Director at
GE  Equity.  On  September  10, 2002, he resigned from the Corporation to pursue
other  interests.
ITEM  11:  EXECUTIVE  COMPENSATION
The information called for by this item is hereby incorporated by reference from
the  Corporation's definitive proxy statement to be filed pursuant to regulation
14A  for  the  2002  annual  meeting  of  shareholders.
ITEM  12:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
The information called for by this item is hereby incorporated by reference from
the  Corporation's definitive proxy statement to be filed pursuant to regulation
14A  for  the  2002  annual  meeting  of  shareholders.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY RELATIONSHIPS
The information called for by this item is hereby incorporated by reference from
the  Corporation's definitive proxy statement to be filed pursuant to regulation
14A  for  the  2002  annual  meeting  of  shareholders.
ITEM  14:  CONTROLS  AND  PROCEDURES
The  Corporation's principle executive and financial officers have evaluated the
effectiveness  of  the  Corporation's  disclosure  controls  and  procedures (as
defined  in  Rule  13a-14(c)  under the Securities Exchange Act of 1934) as of a
date  within  90  days  of the filing of this report.  Based on that evaluation,
they  have  concluded  that the Corporation's disclosure controls and procedures
are  adequate  and  effective.  There  have  been  no significant changes in the
Corporation's  internal  controls  or  in other factors that could significantly
affect internal controls subsequent to the date they completed their evaluation.

<PAGE>
                                     PART IV
ITEM  15:  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON FORM 8-K
     (a)  Financial  Statements,  Financial  Statement  Schedules  and  Exhibits
     (1)  Financial  Statements
     The consolidated financial statements and report thereon of KPMG LLP, dated
     February  4,  2003  are  contained  in  MacDermid's  2002  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 2002 Annual Report to Shareholders included as Exhibit 13 to
     this  Form  10-K  and  incorporated  herein  by  reference
     (3)  Exhibits
     The  following  exhibits are filed as part of, or incorporated by reference
     into,  this  report  on  Form  10-K.

<TABLE>
<CAPTION>



<S>          <C>                                                               <C>
             EXHIBIT INDEX TO 2002 FORM 10-K ANNUAL REPORT
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 November 9, 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 4.2 to December 31, 2001
             transition report on Form 10-K Annual Report is incorporated by
             reference, herein.
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.
10.5. . . .  Severance Agreement                                               Attached
11. . . . .  Computation of per share earnings.                                By reference
             Note 1(p) to MacDermid's 2002 Annual Report to Stockholders.
13. . . . .  MacDermid's 2002 Annual Report to Stockholders as required by     Attached
             Item 8.
21. . . . .  Subsidiaries of MacDermid, Incorporated                           Attached
23. . . . .  Independent Auditors' Consent                                     Attached
24. . . . .  Power of Attorney                                                 Attached
99. . . . .  Statement Under Section 906 of the Sarbanes-Oxley Act of 2002     Attached
</TABLE>

     (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:  March 27, 2003
By     /s/  Daniel  H.  Leever     By
     Daniel  H.  Leever          Gregory  M.  Bolingbroke
     Chairman,  President          Senior  Vice  President,  Treasurer
     and  Chief  Executive  Officer          and  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 February 25, 2003 as
attorney-in-fact  for  the  following  directors  of  the  Registrant:
Donald  G.  Ogilvie
James  C.  Smith
Joseph  M.  Silvestri
T.  Quinn  Spitzer,  Jr.
Robert  L.  Ecklin
                              /s/ Daniel H. Leever
                                Daniel H. Leever

<PAGE>
                    PRINCIPLE EXECUTIVE OFFICER CERTIFICATION
I,  Daniel  H.  Leever,  certify  that:
1.  I  have reviewed this annual report on Form 10-K of MacDermid, Incorporated;
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "evaluation  date");  and
c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
evaluation  date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors:
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weakness  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.
Date:  March  27,  2003
 /s/  Daniel  H.  Leever
Name:  Daniel  H.  Leever
Title:  Chairman,  President  and  Chief  Executive  Officer

<PAGE>
                    PRINCIPLE FINANCIAL OFFICER CERTIFICATION
I,  Gregory  M.  Bolingbroke,  certify  that:
1.  I  have reviewed this annual report on Form 10-K of MacDermid, Incorporated;
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "evaluation  date");  and
c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
evaluation  date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors:
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weakness  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.
Date:  March  27,  2003
/  s  /  Gregory  M.  Bolingbroke
Name:  Gregory  M.  Bolingbroke
Title:  Senior  Vice  President,  Treasurer  and  Corporate  Controller