EXHIBIT 13
   PORTIONS of MACDERMID'S TRANSITION YEAR 2001 ANNUAL REPORT TO STOCKHOLDERS

MESSAGE  TO  SHAREHOLDERS

<TABLE>
<CAPTION>

FIVE  YEAR  SELECTED  FINANCIAL  DATA  AS  VIEWED  BY  MANAGEMENT
(In  thousands,  except  share  and  per  share  amounts)

                                                                   (unaudited)
                                                   Nine Months     Nine Months
                                                      Ended           Ended
                                                   December 31,   December 31,       Twelve  Months  Ended  March 31
                                                       2001           2000         2001      2000      1999      1998
<S>                                               <C>             <C>            <C>       <C>       <C>       <C>
OPERATING RESULTS
------------------------------------------------------------------------------------------------------------------------
Net Sales                                         $     533,860   $     582,995  $794,776  $758,080  $612,801  $ 528,567
Gross Profit                                      $     223,139   $     267,661  $354,550  $358,936  $295,133  $ 257,961
Net Earnings (excluding restructuring,
impairment and one-time merger charges)           $      18,581   $      34,655  $ 42,980  $ 50,210  $ 55,626  $  29,758
Diluted Earnings Per Common Share
(excluding restructuring, impairment and one-
time merger charges) (1)                          $        0.57   $        1.07  $   1.33  $   1.55  $   1.72  $    0.92
Diluted Earnings (Loss) Per Common Share          $       (0.91)  $        0.93  $   1.07  $   1.40  $   1.72  $    0.92

FINANCIAL POSITION AT YEAR END
------------------------------------------------------------------------------------------------------------------------
Working Capital                                   $     140,270   $     145,549  $125,689  $133,318  $117,643  $  99,637
Current Ratio                                               1.8             1.7       1.5       1.7       1.6        1.8
Total Assets                                      $     790,885   $     868,911  $884,825  $790,492  $737,289  $ 498,195
Total Debt                                        $     412,363   $     467,056  $472,884  $411,258  $410,081  $ 273,529
Common Shareholders' Equity                       $     203,431   $     236,978  $230,669  $213,254  $163,350  $ 106,315
Total Debt as a Percent of Total Capitalization            67.0            66.3      67.2      65.9      71.5       72.0

OTHER DATA
------------------------------------------------------------------------------------------------------------------------
Return On Sales (%) (excluding restructuring,
 impairment and one-time merger charges)                    3.5             5.9       5.4       6.6       9.1        5.6
Return On Average Common Equity (%)
(excluding restructuring, impairment and one
time merger charges)                                       11.4            20.5      19.4      26.7      41.3       30.6
Cash Provided by Operations                       $      83,565   $      39,665  $ 59,070  $ 59,834  $ 80,456  $  55,610
Capital Expenditures (net)                        $       4,503   $       5,942  $ 15,653  $ 23,398  $ 19,935  $  13,493
Owner Earnings (2)                                $      79,062   $      33,723  $ 43,417  $ 36,436  $ 60,521  $  42,117
EBITDA (excluding restructuring, impairment
and one-time merger charges) (3)                  $      80,317   $     112,750  $143,951  $152,170  $135,958  $ 104,436
<FN>

(1)  Per  share  data  has  been  restated  to  reflect the effect of an 3 for-1 stock split effective February 6, 1998.
(2)  Represents  cash flow from operations, less net capital spending.  Owner Earnings is not intended to represent cash
flow from operations as defined by generally accepted accounting principles.  It should not be used as an alternative to
net  income  as  an  indicator  of  operating  performance  or  to  cash  flows  as  a  measure  of  liquidity.
 (3)  Represents  earnings  (before  minority  interest  and  extraordinary  charge) before interest, taxes on earnings,
depreciation  and  amortization.  EBITDA  is not intended to represent cash flow from operations as defined by generally
accepted  accounting  principles.  It  should  not  be used as an alternative to net income as an indicator of operating
performance  or  to  cash  flow  as  a  measure  of  liquidity.
</TABLE>





Dear  Shareholders,

     We  survived!  Never  in  our wildest imagination would we have thought the
external  environment could be as difficult as it was in this year.  It has been
referred  to  as "the hundred year flood", referencing something so unusual that
no  forecaster  would  consider it a statistical possibility.  Demand in printed
circuits  was  down  by  almost half.  Printed pages, driven by advertising, was
down  dramatically,  and  global  industrial  demand  plummeted  as  the  year
progressed.  I would have never thought that MacDermid's business model would be
so  severely  tested.  I  believe  the  wisdom  of  the strategic re-make is now
crystal  clear.  First  the  numbers.

     This  year  we  changed our fiscal year to December, therefore the official
transition  period  represents  nine  months  instead of the normal twelve.  Net
sales for the nine-month fiscal year ended December 31, 2001 were $533.9 million
versus  $583.0  million  in  the  prior  nine  months.  Net  earnings  before
restructuring  and  impairment  charges were $18.6 million versus $34.7 million.
Earnings  per  share  before  charges  were $0.57 vs. $1.07.  Earnings after the
charges  were  a loss of $28.9 million compared to a $30.2 million profit in the
prior  nine-month  transition  period.

     For  some  time we have been talking about Owner Earnings a measure of free
cash  flow.  For  the  nine months, Owner Earnings were $79.1 million, more than
double  the $33.7 million in the prior nine-month year.  It has been argued that
growth  in  Owner Earnings, the driver of intrinsic value, is the most important
measure  for  determining  shareholder  value  over  time.  It  is  a  measure
popularized  by  Warren Buffett, the legendary investor.  I would recommend that
all shareholders review our Shareholder Principals, plagiarized from Mr. Buffett
with  his  permission (see page 1).  We try to ensure all actions are consistent
with  those  principles.  One  might  observe that because Owner Earnings is the
only "up measure" in this difficult year, it is especially convenient to discuss
it  now.  To  the  contrary.  This  year  illustrates  why  Owner Earnings is so
important.  It  is  one  of  the  few  things  we  could  control  this  year.

     MacDermid's  long-standing  culture  is  critical in understanding us.  The
Clan  (Scottish  for  the  word family) responded to the business environment in
extraordinary  fashion.  Why?  First  and  foremost, we are all owners.  This is
not an intellectual exercise!  Virtually every member of our management team and
thousands  of Clan members around the world own a piece of this company, and act
like  it.  When  business  turns  down, I don't have to call people all over the
world  and  ask  them  what  they  are  doing about it. Our engaged, experienced
leaders,  acting  like  owners  of  the  business,  have  already  begun  taking
appropriate  action  in  hundreds  of locations worldwide before I even know the
business  has turned down!  This year's business downturn has added a new weapon
to our cultural arsenal, working capital management.  We have always referred to
ourselves as "frugal entrepreneurs".  We know cost management.  Historically, we
also  managed  capital  expenditures  well;  however,  we  never  focused enough
attention on working capital.  In addition to me acting as our not-so-benevolent
internal  "banker", we tied compensation to cash flow.  In retrospect I probably
wasted  a  lot  of  energy trying to persuade our team to give more attention to
working  capital.  Entrepreneurs  watch their pocket book.  As a result the team
blew  away  the  first year targets for Owner Earnings in the compensation plan.
This  is  important  because  it gives us another tool to maximize the financial
returns  of  our  businesses.  Yes,  we  will  have to reinvest a portion of the
working  capital back in the business as volume returns, but I believe it can be
at a far lower rate than it has been historically.  I believe we are world class
by  any  standards in managing capital expenditures.  I see no reason why we can
not  attain  similar  performance  levels  in  working  capital  management.
Ultimately,  we  hope  to  be  world-leading  in  overall  cash  generation.

     This  year  provides a vivid example of the strength of our business model.
Reported  revenues for the nine months were down 8%, compared to the same period
last  year.  Adjusted  for  acquisitions,  divestitures  and  currency,  on  an
apples-for-apples  basis,  revenues  were  down 16%, compared to the same period
last  year.  This  decline  is far less than the overall decline in our markets.
Why?  Firstly,  re-occurring revenues make up the vast majority of our revenues.
In many cases, our customers must buy our products whether they produce anything
or not.  Yes, our revenue can be effected by slow downs, especially if dramatic,
but  declines  are  far from linear with demand.  The second important factor is
our  variable  cost structure.  More than 60% of our costs are incurred directly
in  manufacturing  products.  Of those manufacturing costs, 75% are variable raw
materials.  Variable  manufacturing  costs combined with product differentiation
is why our gross profit as a percentage of sales is so consistent.  Thirdly, our
manufacturing  capacity  requires very little capital to maintain or expand.  We
spent $4.5 million in capital expenditures this year.  That amount was more than
sufficient  to maintain our plants and even provided some investment capital for
growth.  So, in a declining revenue climate, we generate a lot of cash.  That IS
something  we  can  control.

     This  year  reinforced  the wisdom behind the strategic re-make we embarked
upon  in  in the late 1990's.  If we had remained almost totally concentrated in
electronics,  as  we were then, survival would have been much less assured.  Our
business  is  now  well  balanced  between  electronic  chemicals, graphic arts,
industrial  plating  additives,  and  specialty offshore fluids.  I believe time
will  prove that all of these businesses, when fully injected with the MacDermid
culture,  will  generate exceptional returns.  We knew when we embarked upon the
urgent  re-balancing  of our business that there was more execution risk than we
would  have  preferred.  However,  as  largely  undiversified owners we couldn't
stand  the  risk  to the entity that the concentrated portfolio represented.  Of
course  we  had a choice.  We could have diversified personally instead but that
just  would not have fit our culture.  I am an extreme believer in Mr. Buffett's
tenant,  "put  all  your  eggs  in  one  basket and watch that basket".  Once we
embarked,  the  biggest  risk  in  the  rapid  diversification  was  betting  on
non-MacDermid  management.  However,  we  had little choice as we enjoyed little
excess  capacity  in  experienced  management.  The  bet  didn't  work.  This
experience  reinforced  to  us  that  it  is  very  unlikely  an acquired senior
management team will be able to embrace our culture.  There are exceptions.  The
management  team  in  Offshore  is absolutely first rate, even by our standards.
The  good  news  is  that  the  execution  issues  are behind us.  We have solid
MacDermidized  management  running  almost  every  business  unit.

     Management  capacity  is still an issue.  We have managed to fill the gaps,
but  frankly  we  are  still  short in bench strength.  We have recruited senior
management  for  Corporate, most notably John Malfettone, our new Executive Vice
President  and  Chief  Financial  Officer.  John  comes  to  us  with multi-year
experience  in  public  accounting  followed  by 12 years with General Electric.
John  is steeped in world-class business systems experience which is vital since
MacDermid  is  no  longer  a  small  company.  We  desire  to  build  upon  our
entrepreneurial heritage while adding just enough business systems to manage the
larger  scale  effectively.  John  will  lead the charge to develop the internal
management  systems  to  give us the capacity to use our extensive cash flow for
investments  in  the  future.  The  most  important  initiative  is  leadership
development.  We  are  embarking  on  a  broad  scale internal development and a
selective recruiting program to ensure we will be ready with management capacity
when  the  opportunities  present  themselves.

     Another  of  my  favorite Buffett sayings is, "In order to have a brilliant
future,  first you have to be sure you have a future."  In order to solidify our
future,  this year we reconfigured our debt structure.  We started the year with
$433.2  million  in  senior  bank  debt.  We ended the year with  $80.9 million.
This  was  accomplished  two  ways.  In  July we issued $300 million in ten-year
subordinated  bonds,  and throughout the nine months we reduced borrowing by $63
million through cash flow generated internally. At the time of our bond offering
we  were  often  asked,  "Why would you replace relatively inexpensive bank debt
with  much  more expensive high yield bonds?"  Our answer was twofold.  Firstly,
at  the time we saw the beginning of the electronics downturn.  Even though most
experts  were calling the downturn an inventory correction, we couldn't be sure,
and  we couldn't stand the downside.  Additionally, we were subject to the whims
of  the  commercial  lenders who have the habit of throwing money at you one day
and  completely  reversing  the next.  In the end we decided we just didn't have
the  margin  of  error  in  our  capital  structure  we needed to be comfortable
regardless  of the cost differential.  Secondly, and I believe more importantly,
our  business  model  should  be  able  to  easily  overcome  the  modest  cost
differential  in  interest expense (about $4 million currently).  If we view the
$300 million in subordinated bonds as semi-permanent capital, I believe  we will
consider them a bargain in the future especially relative to equity, the next in
line in the capital structure.  Having lived through "the hundred year flood" we
have  revisited  at our long-standing risk ratio of debt to EBITDA of 3.5X.  For
now  we will maintain the maximum target if a significant portion is in the form
of  very long term subordinated bonds.  We have always viewed the target as "not
to  exceed."  In the short term we will be concentrating on continuing to reduce
debt  to  get  ourselvesus  below  the  target  with  room  to  spare.

In  recent  times,  aggressive  accounting  has  been in the news. MacDermid has
always been appropriately conservative in our accounting. We have always avoided
accounting  tricks  and other "on the edge" tactics. When you have all your eggs
in  one  basket,  survival  of  the  entity is far more important than trying to
ratchet  a  few  more  points  of  return  by aggressive measures. Last year you
approved  a  new executive stock option plan. It is an indexed performance plan.
The  option  price  is  determined by the movement in the S&P Specialty Chemical
Index,  and the number of options can go up or down depending on our achievement
in Owner Earnings targets over a four year period. The plan provides that if our
stock  price  increases similar to the index, the options are worthless. Only by
beating the index do we gain. While implementing this type of plan we elected to
adopt  fair  value  accounting under Statement of Financial Accounting Standards
No.  123  that  requires  treating  all  stock  options granted thereafter as an
expense  to  the  primary  profit  and  loss statement. We did this gladly as we
believe  it  is  the  right  thing  to  do  in any case. I have a very hard time
understanding why stock options are not a compensation expense no matter how you
look at it. Nevertheless, we are one of only a small handful of public companies
who  have  adopted  this accounting standard. I hope this gives you some comfort
with  our  commitment  to  appropriately  conservative  accounting  practices,
recognizing  that  this  expense (only $0.6 million in the short year) will make
our  earnings  less  comparable  to  others  who  do  not do so. It may make our
earnings  move  volatile  as  the expense will increase or decrease depending on
reaching  different  levels  of Owner Earnings. It will certainly "cost less" if
our  performance  is average. On the other hand it can be extremely lucrative if
our  performance  is  outstanding,  but  management  only  wins  if  you  do.
Entrepreneurial  risk,  entrepreneurial  rewards  the  MacDermid  way.

     The  future.  We  still have very limited visibility.  Forecasting in these
times is extremely unreliable.  We have seen a stable demand for several months.
Does  that mean we have reached the bottom?  We think so.  We know are operating
at  significant positive cash flow.  I believe our survival is well assured.  As
far  as  earnings goes, it is anyone's guess.  Without accurate demand forecasts
it  is  impossible to predict earnings.  What we can say with conviction is that
when  our  markets  come back we should enjoy significant earnings leverage.  We
have  made  permanent  reductions  in our cost structure that should allow us to
make  uncommon  returns.

     A  personal  statement.  This  year we made many painful reductions in cost
that  affected  a  lot  of people.  For that I feel badly.  I wish we could have
avoided  the plant closures and staff reductions.  Had it been a normal cyclical
downturn we could have.  This time was different.  The situation required strong
and  immediate  action.  In  addition  to  other  measures,  we  are closing our
original  plant  in  Waterbury,  CT,  the very building where I often visited my
father's  office  as a young boy.  The combination of the economic realities and
an  impossible  regulatory atmosphere are responsible.  In that plant there were
people  who  contributed  over  20 years of their life to MacDermid.  To all the
people who lost their jobs, I am sorry.  Perhaps there were things we could have
done  differently.  We  did  the best we knew how.  Unfortunately it wasn't good
enough  for  those  of you who lost your jobs.  To each of you impacted, we wish
you well and hope the skills you learned at MacDermid will serve you well in the
future.

     As  painful  as  the year was, I enter 2002 with more confidence than ever.
We have a world-class, battle-hardened leadership team.  I must admit there were
periods  when  I  doubted  our  ability  to  get through this transformation.  I
wondered  if  we had made the fatal mistake of diluting our culture too much.  I
now know that fear was unfounded.  I see examples of the true Clan MacDermid all
over the world in all of our businesses.  We have preserved the culture that got
us  here.  We are poised for greatness.  We have far more to work with than when
I  was  appointed  CEO  in  1990.  We  increased our share price once then by 10
times.  We can do it again (not a prediction).  I assure all the Clan when I say
we will stay true to our Philosophy, and the Philosophy (see inside front cover)
will  take  us  to  greatness.

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









MacDermid,  Incorporated:  Profile  of  an  Industrial  Leader
Founded  in  1922  and  headquartered  in  Waterbury,  Connecticut,  MacDermid,
Incorporated  (NYSE:MRD)  is  a  leading  worldwide  manufacturer  of  specialty
chemical  processes for the metal and plastic finishing, electronics and graphic
arts  industries with operating facilities in over 20 countries. The Corporation
employs  over  3,400  worldwide, many of whom are shareholders. Our vision is to
build  one  of  the  world's  greatest  industrial  companies.


MANAGEMENT'S  DISCUSSION  &  ANALYSIS  OF  FINANCIAL  CONDITION
&  RESULTS  OF  OPERATIONS

(In  thousands,  except  share  and  per  share  amounts)


CONSOLIDATED  OVERVIEW
     This past year, for MacDermid, Incorporated ("the Corporation"), ended on a
transitional  note.  First, a nine-month transition year is being reported, as a
result  of  a  change  in  the  Corporation's fiscal year end from March 31st to
December  31st.  The  nine-month period ended December 31, 2001 will be referred
to  as transition year 2001.  Secondly, transition year 2001 included impairment
and restructuring charges of $73,066.  These charges resulted in large part from
assets  written  down  under Statement of Financial Accounting Standards No. 121
"Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed  Of"  (SFAS121)  and  the  early  adoption  of  Statement  of Financial
Accounting  Standards  No. 142 "Goodwill and Other Intangible Assets" (SFAS142).
Additional  transitional  components were the adoption of the fair value expense
recognition  under  Statement  of  Financial  Accounting  Standards  No.  123
"Accounting  for  Stock  Based  Compensation"  (SFAS123)  in  order  to  more
meaningfully  reflect  the  expense  of  the  Corporation's stock options in the
periods  impacted by these instruments, as well as, the adoption of Statement of
Financial  Accounting  Standards  No.  141  "Business  Combinations"  (SFAS141).
     Net  sales for transition year 2001 were $533,860, which was $49,135, or 8%
less than net sales of $582,995 for same nine-month period in the previous year.
During  the  year,  the  dollar  strengthened  modestly  against  most  foreign
currencies  resulting  in  a  negative  effect of less than 2% on translated net
sales.  Worldwide  economies  were  already  experiencing  a  weakness that only
magnified  after  the  events  of  September  11th..  As  a  result,  comparable
proprietary sales (particularly in electronics markets) for transition year 2001
were  $78,306  less than the same period last year.  This was somewhat offset by
the  inclusion  of  $46,317  non-proprietary  (primarily printed circuit boards)
sales  of  acquired  (net  of  divested)  businesses.
     Transition  year  2001 produced an operating loss of $15,620 as compared to
operating  profit  of  $74,285  for  the comparable period in the previous year.
Operating profit was $57,446 as compared to $81,347 in the comparable nine-month
period  last year when excluding restructuring and impairment charges of $73,066
this  year  and  restructuring and merger charges of $7,062 last year.  This 29%
decline in operating profit was from lower proprietary sales due to the negative
economic  factors which developed during this past year and was partially offset
by sales from acquired electronics manufacturing business that have a much lower
gross  margin  than  the  proprietary  business.  Selling,  technical  and
administrative  ("ST&A")  expenses were $10,931, or 6% less than the same period
last  year,  in  large  part  from  the restructuring program that was initiated
during  the  second  quarter  of  the  fiscal  year  ending  March  31,  2001.
Amortization  of  intangibles  was $9,690, or 61% less than the same period last
year  as  a  result of no longer amortizing goodwill according to SFAS142, which
was  adopted  effective April 1, 2001.  After giving effect to restructuring and
impairment  charges  the  diluted  earnings  per  share  were  a  $0.91 loss for
transition  year  2001  as compared to diluted earnings per share of $0.93 after
merger-related costs and restructuring charges for the similar nine month period
ended  December  31,  2000.  Foreign  currency  translation  resulted  in  lower
reported  earnings  of  $0.02  per  share  for  transition  year  2001.


ACQUISITIONS
     The  Corporation acquired a 60% interest in Eurocir S.A., a printed circuit
board manufacturer based in Spain, effective January 1, 2001.  Fiscal year ended
March  31, 2001 consolidated operating results include the operations of Eurocir
S.A.  since  that  date.  The  acquisition  was financed through bank borrowings
under  the Corporation's revolving credit facility.  The total purchase price of
approximately  $31,000  was accounted for as a purchase transaction and included
inventory,  fixed  assets  and  goodwill  of  approximately  $27,000.  Minority
interest amounts are reflected in the financial statements at December 31, 2001.
There  is no minority interest separately identified in the financial statements
at  March  31,  2001 because the final determination of purchase allocations had
not  been  completed  as  of  the  balance  sheet  date and the amounts were not
considered  material  to the financial statement presentation.  The purchase and
sale  agreement  includes  a  put  and  call  arrangement  for the remaining 40%
interest  which  expires  after  the fifth anniversary of the closing date.  The
purchase  price  for  the  remaining 40% is based on a multiple of earnings from
operations  before  interest,  taxes  on earnings, depreciation and amortization
("EBITDA")  during  the  period  ending  on the fifth anniversary of the closing
date.
On  June  13,  2000,  the  Corporation  acquired  the assets, subject to certain
liabilities,  of  the  digital  graphics  business unit of VirtualFund.com, Inc.
("Colorspan")  and  the  results  of  Colorspan are included in the consolidated
operating  results  since  that  date. The acquisition was financed through bank
borrowings under the Corporation's revolving credit facility. The total purchase
price  of  approximately $47,000 was accounted for as a purchase transaction and
included  inventory,  fixed  assets, goodwill of approximately $25,000 and other
intangible assets of approximately $17,000. During transition year 2001, digital
printing equipment sales increasingly fell short of forecast due to factors such
as  delayed  product  introduction.  This resulted in future budgeted cash flows
being  reduced.  As a result, the recoverability of Colorspan goodwill and other
intangible  assets  were  assessed,  pursuant  to  the provisions of SFAS121 and
SFAS142,  and  written-off  with  $40,675  charged  to  earnings during the last
quarterly  period  of  transition  year  2001.

On  December  29,  1999,  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. ("Polyfibron").  This business positions the Corporation as a worldwide
leader  in  the  Graphic  Arts  markets.  The  primary  products  offered to the
printing  industry  include  offset blankets, printing plates, textile blankets,
sleeves  and  rubber  based  covers  for  industrial  rollers.  The  business
combination  has  been  accounted for as a pooling of interests and accordingly,
the  consolidated  financial statements for the periods prior to the combination
were  restated  to include the accounts and results of operations of Polyfibron.

RESTRUCTURING
     The  Corporation  initiated a restructuring plan during the last quarter of
transition  year  2001  regarding the closure of certain of its Graphic Arts and
Advanced  Surface  Finishing manufacturing facilities.  At December 31, 2001 the
activities  of  the  affected locations are in the process of being relocated to
other  facilities  in  order  to run those operations more cost effectively.  In
connection  with  these  actions,  restructuring charges of $1,859 for severance
related  costs  and  $7,807  for facility disposal services and asset write-offs
were  recorded  during  transition  year  2001  (diluted  $0.20  per  share).
Approximately  20  employees have severed in accordance with this plan resulting
in  cash  payments  of  $56.  This  plan  was only recently undertaken and there
remains  at  December  31,  2001,  a balance of $6,764 for facilities and assets
disposal,  as  well  as, $2,553 for employee severance costs for 82 individuals.
These  cost  saving  measures  are expected to result in total annual savings of
approximately  $5,000  beginning in fiscal 2002.  In addition, an $11,598 charge
was  taken  for the closure of production activities at Dynacircuits as a result
of  structural  changes  in  the printed circuit board market (diluted $0.24 per
share).  This  cost saving measure is expected to result in total annual savings
of  approximately  $7,000  beginning  in  fiscal  2002.
     The  Corporation  had  grown  significantly  through  acquisitions over the
previous  two  fiscal years and a comprehensive review of its cost structure was
undertaken  in  order  to  achieve  cost  savings.  During the second quarter of
fiscal  2001  the  Corporation  began  a  restructuring  program in an effort to
reposition  its  operations in both Graphic Arts and Advanced Surface Finishing.
In  connection with these actions, restructuring charges of $6,133 for severance
for  management  and office support redundancies and $530 for lease cancellation
and  asset  write-offs  were  recorded  during  fiscal year ended March 31, 2001
(diluted  $0.13  per  share).  Approximately  165 employees have been severed in
accordance with the program and an office facility for the previous headquarters
of  Polyfibron was closed.  These cost saving measures are expected to result in
total  ST&A  annual  savings  of approximately $12,000 beginning in fiscal 2002.



Nine  Months  Ended  December  31,  2001 vs. Nine Months Ended December 31, 2000
Sales,  Costs  and  Expenses:
     Graphic  Arts:
     Net  sales  of  $219,595  decreased  6% in transition year 2001 for Graphic
Arts.  Proprietary  products  represent  approximately  99%  of the Graphic Arts
segment.  Net  proprietary  sales  of $216,748 decreased 7% from net proprietary
sales of $232,570 for the same period ended December 31, 2000.  The decrease was
due  to  weak  demand  for  printing  plates  used  with  advertising as well as
declining  printer  and  hardware  sales.  Foreign  currency translation had the
effect  of  reducing  sales  approximately  1%.  The Colorspan acquisition added
$6,599  proprietary  sales.  Net  proprietary sales would have decreased 9% from
the  previous  year, without the effects related to this acquisition and foreign
currency  exchange.
     Costs  as  a percentage of sales increased somewhat in transition year 2001
over  the  same period in 2000.  This was due to increased costs for printer and
hardware  products  and  a  decline  in overhead recoveries.  As a result, gross
profit percentage was 41.7% in transition year 2001 as compared to 42.7% for the
same  period  in  2000.
     ST&A  expenses  (excluding restructuring, impairment and merger costs) were
$60,803  for  transition year 2001 as compared to $65,617 for the same period in
2000.  This  7%  decrease was largely a result of savings from restructuring for
management  and  office  support  redundancies.  ST&A  excluding  restructuring,
impairment  and merger costs, as a percentage of sales, 27.7% was similar to the
previous  year.  Research  and  development expenses of $8,738 decreased 6% from
the  same  period  in the previous year.  Total amortization charged to earnings
was  $507  for transition year 2001 as compared to $6,683 in 2000.  The decrease
is due to the discontinuation of goodwill amortization.  The resulting operating
profit  of  $30,169  (after  amortization) for transition year 2001 increased 8%
over  the  same  period  in  the  previous  year.
     Advanced  Surface  Finishing:
     Net  sales  of  $250,963 decreased 26% in transition year 2001 for Advanced
Surface  Finishing.  Foreign  currency  translation  had  the effect of reducing
sales  approximately  $7,216,  or 2%.  Proprietary sales represent approximately
89%  of total sales for transition year 2001.  Net proprietary sales of $223,436
decreased  24%  from net proprietary sales of $295,022 for the same period ended
December  31,  2000.  Divestitures  eliminated  $7,645  proprietary  sales.  Net
proprietary sales would have decreased approximately 20% from the same period in
the  previous  year, without the effects related to the divestitures and foreign
currency  exchange.  The  decrease was primarily due to weak demand in worldwide
markets  for  electronics  chemistry.
     Costs as a percentage of sales decreased slightly for transition year 2001.
The  most  significant factors were a continuing product mix shift towards newer
technologies  and a more efficient pricing structure for certain other products.
As  a  result,  gross  profit  percentage  was  50.8% in transition year 2001 as
compared  to  50.0%  for  the  same  period  in  2000.
     ST&A  expenses  (excluding restructuring and impairment costs) were $91,688
for  transition  year  2001 as compared to $103,205 for the same period in 2000.
This  11% decrease was principally due to lower selling expenses associated with
reduced sales activity.  ST&A excluding restructuring and impairment costs, as a
percentage  of  sales was 36.5%, as compared to 30.4% for the same period in the
previous  year.  Research  and development expenses of $6,185 decreased 19% from
the  same  period  in the previous year.  Total amortization charged to earnings
was $5,550 for transition year 2001 as compared to $9,091 in 2000.  The decrease
is  principally  due  to  the  discontinuation  of  goodwill amortization.  As a
result,  operating  profit  of  $30,273 (after amortization) for transition year
2001  decreased  47%  from  the  same  period  in  the  previous  year.
     Electronics  Manufacturing:
     The Electronics Manufacturing segment was formed by the acquisitions of the
remaining  interest  in  the  Dynacircuits joint venture, in July 2000 and a 60%
majority interest in Eurocir S.A., in January 2001.  Net sales are classified as
non-proprietary.  The  circuit  board  business does not carry the same level of
gross  margin  as  does the specialty chemical business.  Net sales were $63,302
for  transition  year 2001 as compared to $8,532 for the comparable period ended
December  31,  2000.  The  increase is due to nine months of sales in transition
year  2001  verses  none  in the comparable period, for Eurocir S.A.  Both years
contain  six months of sales for Dynacircuits, however, because these operations
ceased  effective  September  30,  2001.
     Costs as a percentage of sales were in line with operating expectations for
Eurocir, while continuing in excess of normal operating levels for Dynacircuits,
for  transition year 2001.  Therefore, gross profit percentage was 6.6% for this
year.  Costs  exceeded  sales  for  the  same  period  last year due to start-up
difficulties  at  Dynacircuits.  ST&A  expenses  were $7,118 for transition year
2001  as  compared  to  $1,718 for the comparable period in the previous year, a
result of Eurocir S.A. included in transition year 2001 alone.  Operating losses
totaled  $2,995  (after  amortization)  for  transition year 2001 as compared to
$4,143  operating  losses  in  the  same  period  ended  December  31,  2000.
Income  Taxes:  The  overall  effective  income  tax  rate  decreased  to 35% in
transition  year 2001 from 36.8% in fiscal 2001.  The rate decrease was a result
of  a  combination  of  non-deductible  goodwill  charges  in the prior year, an
increase  in the deferred tax asset valuation reserve and the change in earnings
mix  from  higher  to  lower  taxed  jurisdictions.
Net  Earnings:  Transition  year  2001  resulted  in a diluted loss per share of
$0.91.  This  is  compared  to  diluted earnings per share of $0.93 for the same
period  in  the  previous  year.  Foreign currency translation resulted in lower
reported  earnings  of  $0.02  per  share  for  transition  year 2001.  Overall,
transition  year  2001 net sales were 8% lower than the comparable period in the
previous  year.  However,  proprietary sales were down 17% and this was somewhat
offset  with printed circuit board sales, which carry a much lower gross margin.
Expenses,  excluding  charges  for  restructuring, impairment and merger related
costs  in  each  of  the years, were reduced 6% and amortization expense was 61%
lower,  as  a  result  of  the  elimination  of goodwill amortization.  Interest
expense  increased  11%  over the same period in the previous year due to higher
interest  rates  as  a  result  of  a  bond offering completed on June 20, 2001,
partially  offset  by  a  reduction  in  debt balances of $63,000.  As a result,
diluted  earnings per share, excluding charges for restructuring, impairment and
merger related costs in each of the years, was $0.57 for transition year 2001 as
compared  to  $1.07  for  the  same  period  ended  December  31,  2000.


Fiscal  2001  vs.  Fiscal  2000
Sales,  Costs  and  Expenses:
     Graphic  Arts:
     Fiscal  2001  Graphic  Arts  net proprietary sales of $311,767 increased 6%
over  fiscal  2000  net proprietary sales of $293,459.  Acquisitions (net) added
approximately  $37,200  and  a  stronger  U.S. dollar had the effect of reducing
sales  approximately $9,800.  Net proprietary sales would have decreased 3% from
the  previous  year,  without  the  incremental sales related to acquisition and
excluding  the  negative  effect  from  foreign  currency  exchange.
     Costs  as  a percentage of sales increased slightly over the previous year.
Certain excessive manufacturing costs were incurred during the year and overhead
recoveries  declined.  In  addition,  the  acquired  business  added  costs at a
noticeably  higher  percentage  of  sales  than  traditional  business.  These
principal  factors  resulted  in  an overall gross profit percentage of 42.4% in
2001  as  compared  to  45.7%  in  2000.
     ST&A  expenses, excluding restructuring costs in 2001 ($4,351) and one-time
merger  costs  in  2001 and 2000 ($1,473 and $5,727, respectively), were $83,600
for  2001,  a  15%  increase  as  compared  to $72,504 for 2000. ST&A, excluding
acquisition  and foreign currency exchange differences decreased 6%.  ST&A, as a
percentage  of  sales  was  26.8% as compared to 24.7% in the previous year, but
would  have  been  relatively similar absent the effects from acquired business.
Total  research  and  development  costs  were  $13,469  in  2001,  an  increase
(including  the  effect  of  acquired  business)  of  29%  over  2000.  Total
amortization  charged  to  earnings  was $8,788 for 2001 up from $7,030 in 2000.
The  principal effect on this increase is the amortization of goodwill and other
intangibles  from  the  Colorspan acquisition.  As a result, operating profit of
$39,257  (after  amortization)  decreased  24%  from  the  previous  year.
     Advanced  Surface  Finishing:
     Net  sales  of  $447,875  decreased  4% in fiscal 2001 for Advanced Surface
Finishing.  Proprietary  products represent  approximately  87%  of the Advanced
Surface Finishing segment. During fiscal 2001, net proprietary sales of $388,840
increased  2%  over  fiscal  2000,  proprietary sales of $383,000.  Acquisitions
added  approximately  $10,000  and  a  stronger  U.S.  dollar  had the effect of
reducing  sales  approximately  $17,500.  Net  proprietary  sales  would  have
increased  4%  from  the  previous  year,  were the incremental sales related to
acquisition  and  negative effect from foreign currency exchange to be excluded.
This increase came from the Asian region, primarily during the first half of the
year.
     Costs  as  a percentage of sales decreased slightly from the previous year.
Sales  mix  continued  to  shift  to  newer,  more efficient and environmentally
friendlier  electronics  technologies  that  carry more favorable gross margins.
Softening pricing for certain products has stabilized this year, as well.  These
principal  factors  resulted  in  an overall gross profit percentage of 50.0% in
2001  as  compared  to  48.4%  in  2000.
     ST&A  expenses, excluding restructuring costs in 2001 ($2,312) and one-time
merger  costs in 2000 ($1,890), were $142,244 for 2001 a 7% decrease as compared
to $152,222 for 2000.  ST&A, excluding acquisition and foreign currency exchange
differences  decreased 4%.  ST&A, excluding restructuring costs, as a percentage
of  sales  was  31.8%, a decrease of approximately 1% from 32.8% in the previous
year.  Total  research and development costs were $10,997 in 2001, a decrease of
9%  from  2000.  Total  amortization charged to earnings was $11,484 for 2001 up
from  $10,533  in  2000.  The  increase is from goodwill amortization of various
recent acquisitions throughout Europe.  As a result, operating profit of $70,997
(after  amortization)  increased  7%  over  the  previous  year.
     Electronics  Manufacturing:
     The  Electronics  Manufacturing  segment was newly formed in fiscal 2001 by
the acquisitions of the remaining interest in the joint venture Dynacircuits, in
July  2000, and a 60% majority interest in Eurocir S.A., in January 2001.  These
circuit  board  sales are non-proprietary and gross margin is much less than the
specialty  chemical  business.  Net  sales  were $35,134 for fiscal 2001.  Costs
were  in  excess  of  sales, due to start-up difficulties at Dynacircuits.  ST&A
expenses  were  $4,213  for  2001,  which is 12.0% of sales.  Total amortization
charged  to  earnings  was $369 for 2001, representing three months activity for
the Eurocir acquisition. There was an asset impairment charge of $3,945 included
in  expenses  for  2001.  As  a  result,  operating  losses (after amortization)
totaled  $10,347  for  the  partial  year  2001.
Income  Taxes:  The overall effective income tax rate increased to 36.8% in 2001
from  36.3% in 2000. The rate increase was due to a combination of the change in
earnings mix from lower to higher tax jurisdictions, the non-deductible goodwill
charges  associated with the Canning acquisition and a write-off of deferred tax
assets  that  will  not  be realized.  These charges were somewhat offset by the
continuing  impact  of  worldwide  tax  minimization  strategies.
Net  Earnings:  The  Corporation  increased  long-term borrowings throughout the
year,  primarily  to  effect its acquisition strategy.  In addition, the cost of
borrowing  increased  approximately  one  percentage  point  and, therefore, net
interest  expense  increased  7%  over 2000.  This, coupled with lower operating
profit  due  to  modest sales increases and relatively higher costs and expenses
for  2001, pushed net earnings below 2000.  Diluted earnings per share decreased
in  2001  to  $1.07  per  share  as  compared  to  $1.40  per  share  in  2000.

CRITICAL  ACCOUNTING  POLICIES
     In  preparing  the  consolidated  financial  statements  in conformity with
accounting  principles  generally  accepted  in  the  United  States of America,
management must undertake decisions that impact the reported amounts and related
disclosures.  Such decisions include the selection of the appropriate accounting
principles  to  be  applied and also assumptions upon which accounting estimates
are based.  Management applies judgement based on its understanding and analysis
of the relevant circumstances to reach these decisions.  However, actual results
could  differ  significantly  from the estimates applied.  Notes to Consolidated
Financial Statements, Note 1 Summary of Significant Accounting Policies provides
a description of the critical accounting policies followed in the preparation of
the  financial  statements.
The  Corporation's  critical  accounting  policies  include  the  following:
The  Corporation records sales, including freight charged to customers, when its
products  are shipped.  In addition, commissions and royalties are recorded when
earned.
     The  Corporation  values  inventory  at  lower  of  average  moving cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories  are appropriately reserved.  In making any determination historical
write-offs,  product  evolution, usage rates and quantities of stock on hand are
considered.
     The  Corporation  records  property,  plant  and  equipment  at  cost.
Depreciation and amortization of property, plant and equipment are provided over
the  estimated  useful  lives  of  the  respective  assets,  principally  on the
straight-line  basis.  Expenditures  for  maintenance  and  repairs  are charged
directly  to  expense;  renewals  and betterments which significantly extend the
useful  lives  are  capitalized.  Costs  and  accumulated  depreciation  and
amortization  on assets retired or disposed of are removed from the accounts and
the  gains  or  losses  resulting  therefrom, if any, are credited or charged to
earnings.
     The  Corporation  performs  periodic  review  of  the  carrying  value  of
long-lived  assets  for  impairment  in accordance with SFAS121 and SFAS142.  In
many  instances,  projected  future  cash  flows  are  used  to  assess  the
recoverability  of  long-lived  assets  of the Corporation.  Estimation factors,
including  but  not  limited to, the timing of new product introductions, market
conditions  and  competitive  environment  could  affect  previous  projections.
     The  Corporation  is subject to environmental remediation and also has been
identified  as  a  potentially responsible party by the Environmental Protection
Agency.  In addition, the Corporation has been a party to a number of claims and
lawsuits  that  arise  out  of  the  ordinary  conduct  of  business.  It is the
Corporation's policy to review these environmental issues in light of historical
experience  and  to  reserve for those that both a liability has become probable
and  the cost is reasonably estimable, in accordance with Statement of Financial
Accounting  Standards  No.  5,  Accounting  for  Contingencies.
NEW  ACCOUNTING  STANDARDS  AND  ACCOUNTING  CHANGES
     The  Corporation  adopted  the fair value expense recognition provisions of
Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  (SFAS123)  for  its  stock  options  effective  April  1,  2001.
Previously,  and since April 1, 1996, the Corporation had adopted the disclosure
requirements  of  SFAS123  and  accounted  for its stock options by applying the
expense  recognition  provisions  of  APB  Opinion  No. 25, Accounting for Stock
Issued to Employees ("APB25").  As a result of this change, compensation expense
is  measured  using the fair value for options granted after April 1, 2001.  The
resulting  expense  is  amortized  over  the  period  in which it is earned.  In
transition  year 2001 there was $619 charged to expense.  In addition, pro forma
net  income  and  per  share  amounts  are  required  to  be presented as if the
alternative fair value-based method of accounting provided for under SFAS123 had
been  applied  to  all  options  granted  after  March  31,  1995.
     On April 1, 2001, the Corporation adopted Statement of Financial Accounting
Standards  No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS133").  SFAS133  replaced  existing  pronouncements  and  practices with a
single, integrated, accounting framework for derivatives and hedging activities.
Hedge  accounting  treatment  provides  for  the  deferral of gains or losses on
derivative  instruments  until such time as the related transactions occur.  For
those  derivatives  that  do  not meet the requirements of hedge accounting, the
Corporation  recognizes periodic increases or decreases in the fair value of the
derivative directly to earnings.  As of December 31, 2001, the Corporation had a
liability  of  $1,328,  which represents the fair value of its derivatives.  For
the transition year 2001 there was a charge to earnings of $1,733 and a deferred
loss,  net  of  income  taxes,  of  $276 recorded in other comprehensive income.
     Also  as  of  April 1, 2001, the Corporation adopted Statement of Financial
Accounting  Standards No. 141, Business Combinations ("SFAS141") and as a result
there  was  $6,396  transferred  to  goodwill from other intangible assets.  The
Corporation  early  adopted Statement of Financial Accounting Standards No. 142,
Goodwill  and  Other  Intangible Assets ("SFAS142").  SFAS142 supersedes certain
provisions  of  APB  Opinion  No. 17, Intangible Assets ("APB17") with regard to
accounting  for  and  disclosures  of  goodwill and other intangible assets with
indeterminable  lives,  subsequent  to  their  acquisition.  The  fair  value of
goodwill  using  the  expected  value  of future cash flows was in excess of the
carrying  value  upon  adoption.  The  Corporation  must  periodically  test the
current  fair  value  of these assets for impairment as compared to the carrying
value at the time of assessment.  SFAS121 also applies to intangible assets with
determinable  lives.  During  transition  year  2001, digital printing equipment
sales increasingly fell short of forecast due to factors such as delayed product
introduction.  This  resulted in future budgeted cash flows being reduced.  As a
result,  the  recoverability  of  Colorspan goodwill and other intangible assets
were assessed pursuant to the provisions of  SFAS121 and SFAS142 and written-off
during  the  last  quarterly  period  of  transition year 2001.  The Corporation
charged  $44,963 against earnings in transition year 2001 for Colorspan goodwill
and  other  intangible  assets  (see Notes to Consolidated Financial Statements,
Note  1(s)  Acquisitions),  as well as certain other intangible assets that were
determined  to  be  impaired.

     The  FASB  recently  issued Statement of Financial Accounting Standards No.
143,  Accounting  for  Asset  Retirement  Obligations and Statement of Financial
Accounting  Standards  No.  144,  Accounting  for  the Impairment or Disposal of
Long-Lived  Assets.  The Corporation is currently evaluating the impact of these
standards.

LIQUIDITY  &  CAPITAL  RESOURCES
The  principal sources and uses of cash in the nine-month periods ended December
31, 2001 and 2000 as well as the fiscal years ended March 31, 2001 and 2000 were
as  follows:
<TABLE>
<CAPTION>


                                                   Unaudited
                                  Nine Months     Nine Months
                                     Ended           Ended
                                  December 31,    December 31,    Year Ended  March 31,
                                      2001            2000           2001         2000
                                 --------------  --------------  ------------  ----------
<S>                              <C>             <C>             <C>           <C>
Cash provided by:
Operations                       $      83,565   $      39,665   $    59,070   $   59,834
Proceeds from disposition of
fixed assets, businesses and
available-for-sale securities            2,431           5,141        16,749       13,453
                                 --------------  --------------  ------------  ----------
Net increase in borrowings                 ---          36,943        32,962          ---
                                 --------------  --------------  ------------  ----------
                                 $      85,996   $      81,749   $   108,781   $   73,287
Cash used for:
Capital expenditures             $       6,934   $      10,533   $    22,437   $   24,039
Business acquisitions                      ---          70,874        88,630       26,351
Purchase of treasury shares                635             196           196          ---
Dividend payments                        1,929           1,869         2,493        2,133
Deferred financing fees                  8,837             ---           ---          ---
Net decrease in borrowings              62,577             ---           ---       20,660
                                 --------------  --------------  ------------  ----------
                                 $      80,912   $      83,472   $   113,756   $   73,183
Effect of exchange rates                 ($563)          ($661)      ($2,595)  $    2,384
                                 --------------  --------------  ------------  ----------
Net increase (decrease) in cash
Balances                         $       4,521         ($2,384)      ($7,570)  $    2,488
                                 ==============  ==============  ============  ==========
</TABLE>



     Cash  flows  from  operations  are  used  to  fund  dividend  payments  to
shareholders  ($0.06 per common share for transition year 2001), working capital
requirements  of the Corporation and capital projects.  The Corporation has paid
cash dividends continuously since 1948.  During transition year 2001, $83,565 of
cash  flows  provided  by  operations were 111% greater than $39,665 provided by
operations  for  the  same  period in the previous year.  Significant cash flows
were  generated  in  transition  year  2001 as working capital requirements were
reduced  as  a  result  of proactive working capital measures during a period of
sales decline.  The high level of cash flows generated by these measures may not
repeat  should  working  capital  requirements increase as a result of increased
sales  from economic recoveries worldwide.  From time-to-time MacDermid utilizes
additional  outside  sources  to  fund  overall  needs,  including major capital
projects  for  new  and  upgraded  research  and  technical,  manufacturing  and
administrative  facilities and for business acquisitions.  In certain years, the
Corporation  has  embarked on programs that have required significant amounts of
funds in excess of those available from cash flows from operations.  In spite of
some  difficult  economic  conditions  the  Corporation  continues  to  generate
significant  cash  flows  allowing  for  aggressive  repayment  of  its  debt
obligations,  in  addition  to  servicing  working  capital  requirements.
     New  opportunities  for  business acquisitions, which become available from
time  to  time,  are evaluated individually as they arise based upon MacDermid's
criteria  for  technological  improvement and innovation, potential for earnings
growth  and  compatibility  with the existing distribution channels.  Management
intends  to  pursue  those opportunities that have a strong potential to enhance
shareholder value.  There were no acquisitions during transition year 2001.  One
such  opportunity,  Eurocir  S.A.,  occurred  in  January 2001.  The Corporation
acquired  a  60% interest in this electronics printed circuit board manufacturer
for  approximately $31,000 as part of its plan to further the application of its
ViaTek  process  for  the  production  of  double-sided  circuit  boards.
     New  capital  spending  during transition year 2001 of approximately $6,934
(less  $2,431  dispositions  is  $4,503  net) compares with $10,533 (less $4,591
dispositions  is  $5,942  net)  for  the  same period in the previous year.  For
fiscal  2002, planned new capital projects total approximately $14,000.  Capital
spending  occurs  on  a worldwide basis for new and upgraded technical equipment
and  facilities,  including but not limited to, manufacturing and administrative
requirements.
     The  Board  of Directors has, from time to time, authorized the purchase of
issued  and  outstanding  shares of the Corporation's common stock.  Pursuant to
these  authorizations,  MacDermid  acquired 32,044 shares during transition year
2001  and  9,794  shares  during  fiscal 2001 in privately negotiated purchases.
Treasury  shares  may  be  used  for transfer or sale to employee benefit plans,
business  acquisitions  or  for  other  corporate  purposes.  The  outstanding
authorization to purchase up to 142,282 shares, if exercised at the NYSE closing
price  on  December  31,  2001,  would  cost  approximately  $2,412.
     The  Corporation's  financial  position  remains strong and, other than the
satisfaction  of  debt  obligations,  there are no long-range commitments, which
would  have a significant impact upon results of operations, financial condition
or  liquidity.  The  Corporation had domestic and foreign short-term uncommitted
credit  lines  with banks approximating $64,000 ($12,961 outstanding at December
31,  2001)  in  addition  to $175,000 ($80,905 outstanding at December 31, 2001)
committed  revolving  credit  facility.  Management  believes  that  additional
borrowing  could  be  obtained  if  needed.

Contractual  cash  commitments  for  the fiscal years subsequent to December 31,
2001  are  summarized  in  the  following  table:

<TABLE>
<CAPTION>



<S>                                 <C>         <C>         <C>               <C>
--------------------------------------------------------------------------------------
Obligation                          Next Year    2-4 Years   5 Years or More  Total
--------------------------------------------------------------------------------------


Long-term debt                      $    4,346  $   90,359  $        301,418  $396,123
Capital leases                           1,268       1,458               553     3,279
Operating leases                         9,844      10,780             4,202    24,826
                                    ----------  ----------  ----------------  --------

Total contractual cash commitments  $   15,458  $  102,597  $        306,173  $424,228
</TABLE>



EURO  CURRENCY  CONVERSION
     On  January  1,  1999,  certain  member  countries  of  the  European Union
established  fixed  conversion  rates  between their existing currencies and the
European  Union's  common  currency  ("Euro").  The  transition  period  for the
introduction  of  the Euro ends June 30, 2002.  Issues that face the Corporation
as  a  result  of  the  introduction  of the Euro include converting information
technology  systems  which  were largely upgraded under the year 2000 compliance
review,  reassessing  currency risk, negotiating and amending contracts, as well
as  processing  accounting  and  tax  records.  The  Corporation  is continually
addressing  these  issues and does not expect the Euro to have a material effect
on  its  financial  condition  or  results  of  operations.
ENVIRONMENTAL  MATTERS
     As  manufacturers  and distributors of specialty chemicals and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
     The Corporation has incurred, and will continue to incur, significant costs
and  capital  expenditures  in  complying  with these laws and regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
     The  Corporation's  nature  of  operations  and  products  (including  raw
materials)  exposes  it  to  the  risk  of liabilities or claims with respect to
environmental  cleanup  or other matters, including those in connection with the
disposal  of  hazardous  materials.  The  Corporation  has  been  named  as  a
potentially  responsible party ("PRP") at three Superfund sites.  There are many
other  PRPs  involved  at  each of these sites. The Corporation has recorded its
best  estimate  of  liabilities  in  connection with site cleanup based upon the
extent  of  its involvement, the number of PRPs and estimates of the total costs
of the site cleanup that reflect the results of environmental investigations and
remediation  estimates  produced by remediation contractors.  While the ultimate
costs  of  such  liabilities  are difficult to predict, the Corporation does not
expect  that  its  costs  associated  with  these  sites  will  be  material.
     In  addition, some of the Corporation's facilities have an extended history
of  chemical  processes  or other industrial activities.  Contaminants have been
detected  at  some  of  these  sites,  with respect to which the Corporations is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these  sites.  To the extent the Corporation's liabilities exceed $2 million, it
may  be  entitled  to additional indemnification payments.  Such recovery may be
uncertain,  however,  and  would  likely involve significant litigation expense.
     The  Corporation does not anticipate that it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
     Legal  Proceedings
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in November of 1994, together with other information relating to
operations  and  compliance  at the Huntingdon Avenue facility.  The Corporation
was subsequently informed that it is a subject of the grand jury's investigation
in  connection  with  alleged criminal violations of the federal Clean Water Act
pertaining  to  its  wastewater  handling  practices.  In  addition,  two of the
Corporation's  former  employees,  who worked at the Huntington Avenue facility,
pled guilty in early 2001 to misdemeanor violations under the Clean Water Act in
connection  with the above matter.  These individuals were sentenced to fines of
$25  and  $10  and  2  years  probation,  as  well  as  community  service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was named in a
civil  lawsuit  commenced  in  the  Superior  Court  of the State of Connecticut
brought  by  the  Connecticut  Department  of  Environmental Protection alleging
various  compliance  violations  at  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the management of waste materials.  The complaint alleges violations of its
permits  issued  under the Federal Clean Water Act and the Resource Conservation
and  Recovery Act, as well as procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
     The  Corporation voluntarily resolved both of these matters on November 28,
2001.  As  a  result,  MacDermid  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.
FORWARD-LOOKING  STATEMENTS
     This  report  and  other  Corporation  reports  include  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to analyses and other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.
     The words "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and beliefs concerning future events affecting the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.
     All  forward-looking  statements  should  be  considered  in light of these
factors.  The  Corporation  undertakes  no  obligation to update forward-looking
statements  or  risk  factors  to  reflect  new  information,  future  events or
otherwise.


<TABLE>
<CAPTION>

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

                                                                    (unaudited)
                                                    Nine Months     Nine Months
                                                       Ended           Ended
                                                    December 31,    December 31,      Year Ended  March 31,
                                                   --------------  --------------  ------------  ------------
                                                        2001            2000           2001          2000
                                                   --------------  --------------  ------------  ------------
<S>                                                <C>             <C>             <C>           <C>
Net sales                                          $     533,860   $     582,995   $   794,776   $   758,080
Costs and expenses:
   Cost of sales                                         310,721         315,334       440,226       399,144
   Selling, technical and administrative                 159,609         170,540       230,057       224,726
   Amortization of  intangibles                            6,084          15,774        20,641        17,563
   Merger related costs                                      ---           1,473         1,473         7,617
   Restructuring costs                                    21,264           5,589         6,663           ---
   Impairment charge                                      51,802             ---         4,800           ---
                                                   --------------  --------------  ------------  ------------
                                                         549,480         508,710       703,860       649,050
                                                   --------------  --------------  ------------  ------------
          Operating profit (loss)                        (15,620)         74,285        90,916       109,030
Other income (expense):
   Interest income                                           802           1,414         2,007         2,007
   Interest expense                                      (28,291)        (25,587)      (35,251)      (33,050)
   Miscellaneous, net                                     (1,203)         (2,339)       (2,735)         (935)
                                                   --------------  --------------  ------------  ------------
                                                         (28,692)        (26,512)      (35,979)      (31,978)
                                                   --------------  --------------  ------------  ------------
Earnings (loss) before income taxes,
minority interests and extraordinary charge              (44,312)         47,773        54,937        77,052
Income tax (expense) benefit (note 8)                     15,510         (17,581)      (20,133)      (27,932)
Minority interests                                          (110)            ---           ---           ---
                                                   --------------  --------------  ------------  ------------
   Earnings (loss) before extraordinary charge           (28,912)         30,192        34,804        49,120
Extraordinary charge due to early
  retirement of debt, net of tax benefit
  of $2,305                                                  ---             ---           ---        (3,762)
                                                   --------------  --------------  ------------  ------------
   Net earnings (loss)                             $     (28,912)  $      30,192   $    34,804        45,358
                                                   ==============  ==============  ============  ============

Earnings (loss) per share (note 1)
   Basic
     Earnings (loss) before extraordinary charge   $       (0.91)  $        0.97   $      1.12   $      1.58
     Extraordinary charge due to early
      retirement of debt, net of tax
       benefit                                     $         ---   $         ---   $       ---   $     (0.12)
                                                   --------------  --------------  ------------  ------------
     Net earnings (loss)                           $       (0.91)  $        0.97   $      1.12   $      1.46
                                                   ==============  ==============  ============  ============
   Diluted
     Earnings (loss) before extraordinary charge   $       (0.91)  $        0.93   $      1.07   $      1.52
     Extraordinary charge due to early
      retirement of debt, net of tax benefit       $         ---   $         ---   $       ---   $     (0.12)
                                                   --------------  --------------  ------------  ------------
     Net earnings (loss)                           $       (0.91)  $        0.93   $      1.07   $      1.40
                                                   ==============  ==============  ============  ============
Weighted average number of common
  shares outstanding (note 1):
     Basic                                            31,911,570      31,132,118    31,153,006    31,155,756
                                                   ==============  ==============  ============  ============
     Diluted                                          32,381,519      32,402,219    32,400,385    32,429,450
                                                   ==============  ==============  ============  ============
<FN>

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



<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  INCOME
(In  thousands)

                                                            (unaudited)
                                    Nine Months Ended    Nine Months Ended
                                      December 31,         December 31,         Year Ended  March 31,
                                    ------------------  -------------------  ------------------------
                                          2001                 2000              2001         2000
                                    ------------------  -------------------  ------------  -----------
<S>                                <C>                  <C>                  <C>           <C>
Net earnings (loss)                $          (28,912)  $           30,192   $    34,804   $   45,358
Other comprehensive income
(net of tax):
   Foreign currency translation                (3,690)              (4,434)       (7,597)        (449)
   Minimum pension liability
     decrease (increase)                        6,716                  ---        (9,670)         ---
   Hedging activities                            (276)                 ---           ---          ---
   Available-for-sale securities
     unrealized gain                              ---                  ---           ---          174
                                    ------------------  -------------------  ------------  -----------
Comprehensive income (loss)        $          (26,162)  $           25,758   $    17,537   $   45,083
                                    ==================  ===================  ============  ===========
<FN>

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







<TABLE>
<CAPTION>

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

ASSETS

                                                    December 31,   March 31,
                                                    -------------  ----------
                                                        2001          2001
                                                    -------------  ----------
<S>                                                 <C>            <C>
Current assets:
Cash and equivalents                                $      17,067  $   12,546
Accounts receivable, less allowance for doubtful
   receivables of $14,642 and $11,758                     164,230     194,764
Inventories (note 3)                                      111,034     141,513
Prepaid expenses                                            8,068       6,365
Deferred income taxes (note 8)                             13,831      10,346
                                                    -------------  ----------
              Total current assets                        314,230     365,534
                                                    -------------  ----------
Net property, plant and equipment (note 4)                152,482     183,578
Goodwill (note 5)                                         222,571     236,098
Patents, trademarks and other intangibles (note 5)         37,425      67,135
Deferred income taxes (note 8)                             32,109       5,559
Other assets, net                                          32,068      26,921
                                                    -------------  ----------
                                                    $     790,885  $  884,825
                                                    =============  ==========
<FN>

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




<TABLE>
<CAPTION>

LIABILITIES  &  SHAREHOLDERS  '  EQUITY

                                                  December 31,    March 31,
                                                 --------------  -----------
                                                      2001          2001
                                                 --------------  -----------
<S>                                              <C>             <C>
Current liabilities:
Notes payable (note 6)                           $      12,961   $   11,748
Current installments of long-term obligations
   (note 9)                                              5,614       68,517
Accounts payable                                        61,388       81,204
Dividends payable                                          643          623
Accrued compensation                                    10,068       18,121
Accrued interest                                        14,507        4,907
Accrued expenses, other                                 58,311       44,090
Income taxes (note 8)                                   10,468       10,635
                                                 --------------  -----------
              Total current liabilities                173,960      239,845
                                                 --------------  -----------
Long-term obligations (note 9)                         393,788      392,619
Retirement benefits, less current
   portion (note 7)                                     12,308       17,355
Other long-term liabilities                                281          ---
Deferred income taxes (note 8)                           4,364        4,337
                                                 --------------  -----------
              Total liabilities                        584,701      654,156
                                                 --------------  -----------
Minority Interest                                        2,753          ---
Shareholders' equity (note 11):
Common stock. Authorized 75,000,000 shares;
   issued 46,409,757 shares as of December 31,
   2001 and 45,408,464 shares as of March 31,
   2001 at stated value of
   $1.00 per share                                      46,410       45,408
Additional paid-in capital                              16,923       16,437
Retained earnings                                      218,619      249,460
Accumulated other comprehensive income
   equity adjustment from foreign currency
   translation                                         (16,349)     (12,659)
   equity adjustment from additional minimum
Pension liability                                       (2,954)      (9,670)
   equity adjustment from hedging activities              (276)         ---
Less cost of common shares in treasury;
   14,309,654 as of December 31, 2001 and
   14,277,610 as of March 31, 2001                     (58,942)     (58,307)
                                                 --------------  -----------
              Total shareholders' equity               203,431      230,669
                                                 --------------  -----------
Contingencies and commitments (notes 1, 12
   and 13)
                                                 $     790,885   $  884,825
                                                 ==============  ===========
<FN>

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




<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)
                                                                  (unaudited)
                                                  Nine Months     Nine Months
                                                     Ended           Ended
                                                  December 31,    December 31,    Year Ended    March 31,
                                                 --------------  --------------  ------------  -----------
                                                      2001            2000           2001         2000
                                                  -------------   -------------  ------------  -----------
<S>                                              <C>             <C>             <C>           <C>
Cash flows from operating activities:
  Net earnings (loss)                            $     (28,912)  $      30,192   $    34,804   $   45,358
  Adjustments to reconcile net earnings
   (loss) to  net cash provided by operating
   activities:
     Depreciation and amortization of
       fixed assets                                     17,990          15,629        22,193       18,895
     Amortization of intangible assets                   6,084          15,774        20,641       17,563
     Provision for bad debts                             5,986           2,764         3,859        2,473
     Deferred income taxes                             (27,950)         (4,109)       (5,479)      (3,994)
     Minority interests                                    110             ---           ---          ---
     Impairment charge                                  51,802             ---         4,800          ---


  Changes in assets and liabilities net of
    effects from acquisitions and
    dispositions:
     Decrease (increase) in receivables                 24,618         (11,102)       (8,742)      (8,582)
     Decrease (increase) in inventories                 30,336         (10,298)      (16,131)      (6,441)
     Decrease (increase) in prepaid expenses            (1,709)         (1,660)          435        5,211
     Increase (decrease) in accounts payable           (20,099)            524           108      (11,778)
     Increase (decrease) in accrued expense             14,269          (4,218)       (5,092)       2,395
     Increase (decrease) in income tax
       liabilities                                        (102)          5,769         5,818        1,585
     Other                                              11,142             400         1,856       (2,851)
                                                 --------------  --------------  ------------  -----------
           Net cash flows provided by
            operating activities                        83,565          39,665        59,070       59,834
                                                 --------------  --------------  ------------  -----------

Cash flows from investing activities:
  Capital expenditures                                  (6,934)        (10,533)      (22,437)     (24,039)
  Proceeds from disposition of fixed assets              2,431           4,591         6,784          641
  Proceeds from sale of available-for-sale
   securities                                              ---             ---           ---        1,147
  Acquisitions of businesses                               ---         (70,874)      (88,630)     (26,351)
  Dispositions of businesses                               ---             550         9,965       11,665
           Net cash flows used in investing      --------------  --------------  ------------  -----------
            activities                                  (4,503)        (76,266)      (94,318)     (36,937)
                                                 --------------  --------------  ------------  -----------

Cash flows from financing activities:
  Net proceeds from (repayments of) short-
   term borrowings                                      (2,822)         (9,949)      (14,749)      (1,070)
  Proceeds from long-term borrowings                   388,346          84,244       105,344       17,350
  Repayments of long-term borrowings                  (448,101)        (37,352)      (57,633)     (36,940)
  Bond financing fees                                   (8,837)            ---           ---          ---
  Acquisition of treasury stock (note 11)                 (635)           (196)         (196)         ---
  Dividends paid                                        (1,929)         (1,869)       (2,493)      (2,133)
                                                 --------------  --------------  ------------  -----------

           Net cash flows provided by (used in)
            financing activities                       (73,978)         34,878        30,273      (22,793)
Effect of exchange rate changes on cash
  and equivalents                                         (563)           (661)       (2,595)       2,384
                                                 --------------  --------------  ------------  -----------
Net increase (decrease) in cash and cash
  equivalents                                            4,521          (2,384)       (7,570)       2,488
Cash and cash equivalents at beginning
  of year                                        $      12,546   $      20,116   $    20,116   $   17,628
                                                 --------------  --------------  ------------  -----------
Cash and cash equivalents at end of year         $      17,067   $      17,732   $    12,546   $   20,116
                                                 ==============  ==============  ============  ===========


Cash paid for interest                           $      14,339   $      25,195   $    33,593   $   32,004
                                                 ==============  ==============  ============  ===========


Cash paid for income taxes                       $      14,102   $      15,204   $    20,592   $   27,634
                                                 ==============  ==============  ============  ===========
<FN>

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




<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY

SHAREHOLDERS  '  EQUITY
(Note  1(i),  1(k)  and  11)
(In  thousands)

                                                                           Accumulated
                                                    Additional                Other                      Total
                                          Common     Paid In   Retained   Comprehensive   Treasury   Shareholders'
                                          Stock      Capital   Earnings       Income        Stock        Equity
                                       ------------  --------  ---------  --------------  ---------  --------------
<S>                                    <C>           <C>       <C>        <C>             <C>        <C>
Balance at March 31, 1999                   45,412     9,096    171,740          (4,787)   (58,111)        163,350
Exercise of stock options                      ---        22        ---             ---        ---              22
Stock awards                                   ---       831        ---             ---        ---             831
Net earnings                                   ---       ---     45,358             ---        ---          45,358
Cash dividends                                 ---       ---     (2,133)            ---        ---          (2,133)
Change in subsidiary fiscal year               ---       ---      2,184             ---        ---           2,184
Tax benefit (note 8)                           ---     3,917        ---             ---        ---           3,917
Currency translation                           ---       ---        ---            (449)       ---            (449)
Securities holding gain                        ---       ---        ---             174        ---             174
                                       ------------  --------  ---------  --------------  ---------  --------------
Balance at March 31, 2000                   45,412    13,866    217,149          (5,062)   (58,111)        213,254
                                       ------------  --------  ---------  --------------  ---------  --------------

Exercise of stock options                      ---        45        ---             ---        ---              45
Stock awards (cancelled)                        (4)      (13)       ---             ---        ---             (17)
Net earnings                                   ---       ---     34,804             ---        ---          34,804
Cash dividends                                 ---       ---     (2,493)            ---        ---          (2,493)
Tax benefit (note 8)                           ---     2,539        ---             ---        ---           2,539
Currency translation                           ---       ---        ---          (7,597)       ---          (7,597)
Additional minimum pension liability           ---       ---        ---          (9,670)       ---          (9,670)
Shares acquired                                ---       ---        ---             ---       (196)           (196)
                                       ------------  --------  ---------  --------------  ---------  --------------
Balance at March 31, 2001                   45,408    16,437    249,460         (22,329)   (58,307)        230,669
                                       ------------  --------  ---------  --------------  ---------  --------------

Stock awards                                   ---       664        ---             ---        ---             664
Exercise of warrants                         1,002    (1,002)       ---             ---        ---             ---
Net loss                                       ---       ---    (28,912)            ---        ---         (28,912)
Cash dividends                                 ---       ---     (1,929)            ---        ---          (1,929)
Tax benefit (note 8)                           ---       824        ---             ---        ---             824
Currency translation                           ---       ---        ---          (3,690)       ---          (3,690)
Reduction in minimum pension
Liability                                      ---       ---        ---           6,716        ---           6,716
Hedging activities                             ---       ---        ---            (276)       ---            (276)
Shares acquired                                ---       ---        ---             ---       (635)           (635)
                                       ------------  --------  ---------  --------------  ---------  --------------
Balance at December 31, 2001                46,410    16,923    218,619         (19,579)   (58,942)        203,431
                                       ============  ========  =========  ==============  =========  ==============
<FN>

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

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(In  thousands,  except  share  and  per  share  amounts)

1.SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(a)  Principles  of  Consolidation.  The  accompanying  consolidated  financial
statements  include  the  accounts  of  the  parent  corporation  and all of its
majority-owned  domestic  and foreign subsidiaries. All significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.
(b) Use of Estimates. The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosure  of contingent assets and
liabilities  at the date of the financial statements and the reported amounts of
revenues  and expenses during the reporting period.  Actual results could differ
from  those  estimates.
(c)  Change  in Fiscal Year End. The Board of Directors on May 21, 2001 voted to
change the Corporation's fiscal year to December 31st.  This change is effective
December  31,  2001.  Accordingly,  the  Corporation  is  reporting a nine month
transition  year  from  April  1, 2001 through December 31, 2001, reflecting the
Corporation's nine months of operations, comprehensive income/(loss), cash flows
and  changes  in  stockholders'  equity.
(d) Cash and Cash Equivalents. For the purpose of the consolidated statements of
cash  flows,  the  Corporation  considers  all  highly  liquid  debt instruments
purchased  with  an  initial  maturity  of  three  months  or  less  to  be cash
equivalents.
(e)  Inventories.  Inventories are stated at the lower of average moving cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories  are appropriately reserved.  In making any determination historical
write-offs,  product  evolution, usage rates and quantities of stock on hand are
considered.
(f)  Property,  Plant and Equipment. Property, plant and equipment are stated at
cost.  Depreciation  and  amortization  of  property,  plant  and  equipment are
provided  over  the estimated useful lives of the respective assets, principally
on the straight-line basis. Expenditures for maintenance and repairs are charged
directly  to  expense;  renewals  and betterments which significantly extend the
useful  lives  are  capitalized.  Costs  and  accumulated  depreciation  and
amortization  on assets retired or disposed of are removed from the accounts and
the  gains  or  losses  resulting  therefrom, if any, are credited or charged to
earnings.
     Statement  of  Financial  Accounting  Standards No. 121, Accounting for the
Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  to  Be  Disposed Of
(SFAS121)  requires  the Corporation to assess property, plant and equipment for
impairment  whenever  events  or  changes in circumstances indicate the carrying
value  of  those  assets  may  not  be  recoverable.  The impairment, if any, is
measured  by  the difference between carrying value and estimated fair value and
charged to expense in the period identified.  The remaining amortization periods
are periodically evaluated and are revised if considered necessary.  At December
31,  2001  certain  assets  were  considered impaired, because it was determined
that,  due  to continuing losses at a printed circuit board production facility,
the  Corporation  would  be  unable  to  recover their remaining net book value.
Accordingly,  an $11,598 charge to earnings was recorded in transition year 2001
for  those  assets.  At  March  31,  2001  certain  other assets were considered
impaired  at  this  same  facility, for which the Corporation would be unable to
recover  their  remaining  net  book  value.  Accordingly,  a  $3,945  charge to
earnings  was recorded for those assets in the fiscal year ended March 31, 2001.
These  assets  have  currently  been  taken  out  of  service with management to
evaluate  future  use  or  potential  sale.
(g)  Intangible  Assets. The Corporation elected for early adoption of Statement
of  Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS142).  SFAS142  requires  the  Corporation  to  identify goodwill and other
intangibles  with  indeterminable  lives  to determine an initial fair value for
these  assets.  Goodwill  and  certain  intangible  assets  will  no  longer  be
amortized, but instead the carrying amounts will be periodically compared to the
current  fair value and an adjustment to the carrying amount will be required if
impairment  occurs and charged to expense in the period identified.  SFAS121, as
described  above,  also  applies  to  intangible assets with determinable lives.
During  transition year 2001, digital printing equipment sales increasingly fell
short  of  forecast  due  to factors such as delayed product introduction.  This
resulted  in  future  budgeted  cash  flows  being  reduced.  As  a  result, the
recoverability  of  Colorspan goodwill and other intangible assets were assessed
pursuant  to  the  provisions  of SFAS121 and SFAS142 and written-off during the
last  quarterly period of transition year 2001.  The Corporation charged $44,963
against  earnings  in  transition  year  2001  for  Colorspan goodwill and other
intangible  assets  (see  Notes  to Consolidated Financial Statements, Note 1(r)
Acquisitions),  as  well as certain other intangible assets that were determined
to  be  impaired.
     Various other intangible assets are amortized on a straight-line basis over
their  estimated  useful  lives  as determined by an appropriate valuation.  The
present periods of amortization are 15 years for patents and range between 5 and
30  years  for  other  separately  identified intangible assets.  As required by
SFAS121,  the  Corporation  evaluates  these  intangible  assets  for impairment
whenever events or changes in circumstances indicate the carrying value of those
assets  may  not  be  recoverable  based upon estimated undiscounted future cash
flows  as  discussed  in  Notes  to  Financial  Statements,  Note  1(f),  above.
 (h)  Employee  Benefits. The Corporation sponsors a variety of employee benefit
programs,  most  of  which  are  non-contributory.
  Retirement.  Pension,  profit sharing and other retirement plans generally are
non-contributory  and  cover  substantially  all  employees.  Domestically,  the
Corporation funds a defined benefit pension plan and maintains a foreign defined
contribution  plan.  The  projected  unit  credit  actuarial  method is used for
financial  reporting  purposes.  In  addition,  the  Corporation  contributes to
profit  sharing  and  employee  stock  ownership plans, which provide retirement
benefits based upon amounts credited to employee accounts within the plans.  The
Corporation's  funding  policy for qualified plans is consistent with federal or
other  regulations  and  customarily  equals  the amount deducted for income tax
purposes.  Foreign  subsidiaries  contribute to plans, which may be administered
privately  or  by  government  agencies  in  accordance  with local regulations.
  Post-retirement.  The Corporation currently accrues for post-retirement health
care  benefits for most U.S. employees.  The post-retirement health care plan is
unfunded.
  Post-employment.  The  Corporation  currently  accrues  for  post-employment
disability  benefits  to  employees meeting specified service requirements.  The
post-employment  benefits  plan  is  unfunded.
(i)  Comprehensive  Income. Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS130) establishes standards for reporting and
display  of  comprehensive  income in the financial statements.  The accumulated
currency  translation  adjustment  for  foreign  operations,  adjustment  for
additional  minimum  pension liability and adjustment for hedging activities are
shown  separately  on  the  Consolidated  Balance  Sheet.
(j)  Fair  Value  of  Financial  Instruments.  Statement of Financial Accounting
Standards  No.  107,  Disclosures  about  Fair  Value  of  Financial Instruments
(SFAS107)  requires  that reporting entities provide, to the extent practicable,
the  fair  value  of  financial  instruments,  both assets and liabilities.  The
Corporation's outstanding fixed rate borrowings approximate fair market value at
December  31,  2001.  The carrying amounts for the Corporation's other financial
instruments  approximate  fair  value  because of the short maturity or variable
rates  of  those  instruments.
     Interest  rate  swap agreements are employed by the Corporation to optimize
borrowing  costs  by  reducing  exposure  to possible future changes in interest
rates.  Net  receipts  or  payments  on  the  swap are accrued and recognized as
adjustments  to  interest  expense.  The estimated fair value of these financial
instruments  at  December  31, 2001 is a liability of $1,328 based on the quoted
market  price  from  the  banks  holding  the  instruments.
     Under  Statement  of Financial Accounting Standards No. 133, Accounting for
Derivative  Instruments  and  Hedging  Activities  (SFAS133),  cash  flow  hedge
accounting  provides  for  the  deferral  of  gains  or  losses  on  derivative
instruments  until  such  time  as  the  related  transactions occur.  For those
derivatives  that  do  not  meet  the  requirements  of  hedge  accounting,  the
Corporation  recognizes periodic increases or decreases in the fair value of the
derivative  with a charge to earnings.  As of December 31, 2001, the Corporation
had  a  liability of $1,328, which represents the fair value of its instruments.
For  the  transition  year  2001  the  was  a charge to earnings of $1,733 and a
deferred  loss,  net  of  income  taxes,  of  $276 recorded to accumulated other
comprehensive  income.
(k)  Foreign  Operations. The assets and liabilities of foreign subsidiaries are
translated  into  U.S.  dollars  at year-end rates of exchange while revenue and
expense  accounts  are translated at weighted-average rates in effect during the
periods.  Translation  of  the  financial  statements  resulted in a decrease in
equity  of  $3,690  in transition year 2001, as well as, a decrease in equity of
$7,597  and  $449 in fiscal years 2001 and 2000, respectively.  Foreign currency
transactions  included  in the consolidated statements of earnings resulted in a
loss  of $362 in transition year 2001, as well as, a loss of $475 in fiscal year
2001  and  a  gain  of  $352  in  fiscal  year  2000.
(l)  Revenue  Recognition.  Sales,  including  freight charged to customers, are
recorded  when  products are shipped to the customer.  Commissions and royalties
are  recorded  when  earned.
(m)  Research  and  Development.  Research  and  development  costs, expensed as
incurred,  were  $14,922 in transition year 2001 and were $24,466 and $22,548 in
fiscal  years  2001  and  2000,  respectively.
(n)  Income  Taxes.  The  provision  for income taxes includes Federal, Foreign,
State  and  Local  income  taxes  currently  payable.  Deferred income taxes are
recognized  at currently enacted tax rates for temporary differences between the
financial  reporting  and  income tax basis of assets and liabilities.  Deferred
taxes  are  not provided on the undistributed earnings of subsidiaries operating
outside  the  United  States  that  will  be  permanently  reinvested.
(o) Stock-based Plans. Effective April 1, 2001, the Corporation adopted the fair
value  expense  recognition  provisions  of  Statement  of  Financial Accounting
Standards  No.  123,  Accounting  for Stock Based Compensation (SFAS123) for its
stock options.  Previously, and since April 1, 1996, the Corporation had adopted
the  disclosure  requirements  of SFAS123 and accounted for its stock options by
applying  the  expense  recognition provisions of APB Opinion No. 25, Accounting
for  Stock  Issued  to  Employees  ("APB25").  Accordingly, compensation expense
beginning  April  1,  2001 is measured using the fair value at the date of grant
for  options  granted  after  April 1, 2001.  The resulting expense is amortized
over  the  period in which the options are earned.  Pro forma net income and per
share  amounts  are presented in the Notes to Consolidated Financial Statements,
Note  7 Employee Benefit and Stock Option Plans as if the alternative fair value
expense  recognition  method  of  accounting provided for under SFAS123 had been
applied  to  all  options  granted  after  March  31,  1995.
(p)  Common  Share  Data.  Statement  of Financial Accounting Standards No. 128,
Earnings  Per  Share  (SFAS128)  requires  the presentation of basic and diluted
earnings  per  share (EPS).  EPS is calculated based upon net earnings available
for  common  shareholders  after  deduction  for  preferred  dividends.  The
computation  of  basic  EPS  is based upon the weighted-average number of common
shares  outstanding  during  the period.  Diluted EPS is computed based upon the
weighted-average  number  of  common  shares  outstanding plus the effect of all
dilutive  contingently  issuable  common shares from stock options, stock awards
and  warrants  that  were  outstanding during the period.  Dilutive contingently
issuable common shares are excluded from the computation in periods in which the
result would have an anti-dilutive effect on earnings per share.  For transition
year  2001, options and warrants totaling 469,949 were excluded from the diluted
EPS  calculation  because  they  were  anti-dilutive.
     The  following  table  reconciles  basic  weighted-average  common  shares
outstanding  to  diluted  weighted-average  common  shares  outstanding:

<TABLE>
<CAPTION>


                                            December 31,              March 31,
<S>                               <C>           <C>         <C>         <C>
                                          2001        2000        2001        2000
                                    ----------  ----------  ----------  ----------

Basic                               31,911,570  31,132,118  31,153,006  31,155,756
Dilutive effect of stock options       257,866     268,749     246,027     272,342
Dilutive effect of warrants            212,083   1,001,352   1,001,352   1,001,352
                                    ----------  ----------  ----------  ----------
Diluted                             32,381,519  32,402,219  32,400,385  32,429,450
                                    ==========  ==========  ==========  ==========
</TABLE>

(q)  Recent Accounting Standards. The Corporation adopted the fair value expense
recognition  provisions  of Statement of Financial Accounting Standards No. 123,
Accounting  for Stock Based Compensation (SFAS123) for its stock options granted
after  April  1, 2001.  Previously, and since April 1, 1996, the Corporation had
adopted  the  disclosure  requirements  of  SFAS123  and accounted for its stock
options  by  applying the expense recognition provisions of APB25.  Compensation
expense,  must  be measured using the fair value for options granted after April
1,  2001  and  is  amortized over the period in which it is earned, was $619 for
transition  year  2001.  In addition, pro forma net income and per share amounts
are  required  to  be presented as if the alternative fair value-based method of
accounting  provided  for  under SFAS123 had been applied to all options granted
after  March  31,  1995.
     Statement  of  Financial  Accounting  Standard  No.  133,  Accounting  for
Derivative  Instruments and Hedging Activities (SFAS133) was adopted on April 1,
2001.  Under  SFAS133  hedge  accounting  provides  for the deferral of gains or
losses  on  derivative  instruments  until such time as the related transactions
occur.  For  those  derivatives  that  do  not  meet  the  requirements of hedge
accounting,  the  Corporation  recognizes periodic increases or decreases in the
fair value of the derivative with a charge to earnings. As of December 31, 2001,
the  Corporation  had  a liability of $1,328, which represents the fair value of
its instruments.  For the transition year 2001 there was a charge to earnings of
$1,733 and a deferred loss, net of income taxes, of $276 recorded to accumulated
other  comprehensive  income.
     Effective  April  1,  2001,  the Corporation adopted Statement of Financial
Accounting  Standards No. 141, Business Combinations ("SFAS141") and as a result
there  was  $6,396  transferred  to  goodwill from other intangible assets.  The
Corporation  early  adopted Statement of Financial Accounting Standards No. 142,
Goodwill  and  Other  Intangible Assets ("SFAS142").  SFAS142 supersedes certain
provisions  of  APB  Opinion  No. 17, Intangible Assets ("APB17") with regard to
accounting  for  and  disclosures  of  goodwill and other intangible assets with
indeterminable  lives,  subsequent  to  their  acquisition.  The  fair  value of
goodwill  using  the  expected  value  of future cash flows was in excess of the
carrying  value  upon  adoption.  The  Corporation  must  periodically  test the
current  fair  value  of these assets for impairment as compared to the carrying
value at the time of assessment.  SFAS121 also applies to intangible assets with
determinable  lives.  During  transition  year  2001, digital printing equipment
sales increasingly fell short of forecast due to factors such as delayed product
introduction.  This  resulted in future budgeted cash flows being reduced.  As a
result,  the  recoverability  of  Colorspan goodwill and other intangible assets
were  assessed pursuant to the provisions of SFAS121 and SFAS142 and written-off
during  the  last  quarterly  period  of  transition year 2001.  The Corporation
charged  $44,963 against earnings in transition year 2001 for Colorspan goodwill
and  other  intangible  assets  (see Notes to Consolidated Financial Statements,
Note  1(r)  Acquisitions),  as well as certain other intangible assets that were
determined  to be impaired.  Additional disclosure requirements are presented in
the  Notes  to  Consolidated  Financial  Statements,  Note  5 Goodwill and Other
Intangibles.
     The  FASB  recently  issued Statement of Financial Accounting Standards No.
143,  Accounting  for  Asset  Retirement  Obligations and Statement of Financial
Accounting  Standards  No.  144,  Accounting  for  the Impairment or Disposal of
Long-Lived  Assets.  The Corporation is currently evaluating the impact of these
standards.
(r)  Acquisitions.  Late in fiscal 2001, the Corporation acquired a 60% interest
in Eurocir S.A., a printed circuit board manufacturer based in Spain.  The total
purchase  price  of  approximately  $31,000  was  accounted  for  as  a purchase
transaction  and  included inventory, fixed assets and goodwill of approximately
$27,000.  The  consolidated  operating  results  have  included  the  results of
Eurocir  S.A. since January 1, 2001.  Minority interest amounts are reflected in
the  financial  statements  at December 31, 2001.  There is no minority interest
separately  identified in the financial statements at March 31, 2001 because the
final  determination  of  purchase  allocations had not been completed as of the
balance sheet date and the amounts were not considered material to the financial
statement presentation.  The purchase and sale agreement includes a put and call
arrangement  for  the  remaining  40%  interest  which  expires  after the fifth
anniversary  of  the  closing date.  The purchase price for the remaining 40% is
based  on  a  multiple  of  earnings  from  operations before interest, taxes on
earnings,  depreciation  and amortization ("EBITDA") during the period ending on
the fifth anniversary of the closing date.  The acquisition was financed through
bank  borrowings  under  the  revolving  credit  facility.
     On  June  13, 2000, the Corporation acquired the assets, subject to certain
liabilities,  of the digital graphics business unit of VirtualFund.com, Inc. and
those  results  are  included  in  the consolidated operating results since that
date.  The  acquisition was financed through bank borrowings under the revolving
credit  facility.  The  total  purchase  price  of  approximately  $47,000  was
accounted  for  as  a purchase transaction and included inventory, fixed assets,
goodwill  of  approximately $25,000 and other intangible assets of approximately
$17,000.  During  transition  year  2001,  digital  printing  equipment  sales
increasingly  fell  short  of  forecast  due  to factors such as delayed product
introduction.  This  resulted in future budgeted cash flows being reduced.  As a
result,  the  recoverability  of  Colorspan goodwill and other intangible assets
were  assessed,  pursuant  to  the  provisions  of  SFAS121  and  SFAS142,  and
written-off with $40,675 charged to earnings during the last quarterly period of
transition  year  2001.
     On  December  29,  1999,  the Corporation issued 6,999,968 shares and share
equivalents  of  its  common  stock  in  exchange  for all outstanding shares of
Polyfibron,  a  specialty chemical manufacturer for the graphic arts industries.
This  business  combination  has  been  accounted  for as a pooling-of-interests
combination  and,  accordingly,  the  consolidated  financial statements for the
periods  prior to the combination have been restated to include the accounts and
results  of  operations  of  Polyfibron.
     The  following table shows the balance for acquisition reserves included in
other  accrued  liabilities  on  the  Consolidated Balance Sheet at December 31,
2001.  The activity is shown cumulative since inception and transition year 2001
activity  includes  amounts  paid  of  $312:

<TABLE>
<CAPTION>

(In  thousands)

<S>                    <C>         <C>            <C>        <C>
Description             Inception   Adjustments    Payments   Balance
-----------------       ---------  ------------  ----------  --------
U.S. facilities        $    3,550  $      1,035   $   3,266  $  1,319

Overseas facilities           650          (150)         73       427

U.S. redundancies             700           500       1,166        34
Overseas redundancies       1,350         2,600       3,950        --

U.S. environmental          2,000            --         120     1,880
                        ---------  ------------  ----------  --------
Total                  $    8,250  $      3,985   $   8,575  $  3,660
                        =========  ============  ==========  ========
</TABLE>

(s)  Restructuring Charges. The Corporation initiated restructuring plans during
the  last two fiscal years.  It is expected that these actions will be completed
before  the  end  of  fiscal  2002.
     In  the last quarter of transition year 2001, the closure of certain of its
Graphic  Arts  and  Advanced  Surface  Finishing  manufacturing  facilities were
announced.  At December 31, 2001 the activities of the affected locations are in
the  process  of  being  relocated  to  other  facilities  in order to run those
operations  more  cost  effectively.  In  connection  with  these  actions,
restructuring  charges  of  $1,859  for  severance  related costs and $7,807 for
facility  closing  costs,  disposal  services and asset write-offs were recorded
during  transition  year  ended  December 31, 2001.  The total cash payments for
this  charge are expected to approximate $4,000.  Remaining balances recorded at
December  31, 2001 totaled $8,917, which will be relieved throughout fiscal 2002
pursuant  to  the  manufacturing  facilities closing schedules.  In addition, an
$11,598 charge, consisting of $709 for severance related costs and $10,889 asset
write-offs  was  taken  for  the  closure  of  the  production  activities  at
Dynacircuits.  The  following  table  shows  the  balance  of reserves for these
actions  included in other accrued liabilities on the Consolidated Balance Sheet
at  December  31,  2001.  The  activity  is shown cumulative since inception and
transition  year  2001  activity  includes  cash  amounts  paid of $56 and other
charges  of  $693:

<TABLE>
<CAPTION>

(In  thousands)


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

Description                         Inception   Payments   Non-Cash Charges   Balance
----------------------------------  ----------  ---------  -----------------  --------
Severance                           $    2,918  $      56  $              --  $  2,862
Asset write-off/lease cancellation      18,346         --             11,582     6,764
                                    ----------  ---------  -----------------  --------
  Total                             $   21,264  $      56  $          11,582  $  9,626
                                    ==========  =========  =================  ========
</TABLE>


     During  the  second  quarter  of  fiscal  year  ended  March  31,  2001  a
restructuring  program  was  begun  in an effort to reposition its operations in
both  Graphic  Arts and Advanced Surface Finishing.  The Corporation took action
to reduce its cost structure on operations that had increased significantly from
acquisitions  over  the  previous  two years.  In connection with these actions,
restructuring  charges  of  $6,133 for severance and $530 for lease cancellation
and  asset  write-offs  were  recorded  during fiscal year ended March 31, 2001.
Remaining  balances  recorded  at  December  31,  2001  for  the  operations
restructuring  totaled  $357  and  will  be  relieved  as  the  payments  become
contractually  due.  The  following  table  shows  the  balance  from  this
restructuring  reserve included in other accrued liabilities on the Consolidated
Balance  Sheet  at  December  31,  2001.  The activity is shown cumulative since
inception and transition year 2001 activity includes cash amounts paid of $1,796
and  other  charges  of  $167:

<TABLE>
<CAPTION>

(In  thousands)


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

Description                         Inception   Payments   Balance
----------------------------------  ----------  ---------  --------
Severance                           $    6,133  $   5,776  $    357
Asset write-off/lease cancellation         530        530        --
                                    ----------  ---------  --------
  Total                             $    6,663  $   6,306  $    357
                                    ==========  =========  ========
</TABLE>


2.VALUATION  AND  QUALIFYING  ACCOUNTS  AND  RESERVES
The  major  components of the allowance for doubtful receivables at December 31,
2001  and  March  31,  2001  and  2000  were  as  follows:
<TABLE>
<CAPTION>

(In  thousands)


<S>                <C>          <C>         <C>            <C>           <C>
                   Balance at   Additions
                   Beginning    Charged     Additions                    Balance
                   of           To          Due to                       at End of
                   Period       Earnings    Acquisitions   Deductions*   Period
                   -----------  ----------  -------------  ------------  ----------
March 31, 2000     $    10,217  $    2,473            ---  $      2,149  $   10,541
                   ===========  ==========  =============  ============  ==========
March 31, 2001     $    10,541  $    3,859  $         894  $      3,536  $   11,758
                   ===========  ==========  =============  ============  ==========
December 31, 2001  $    11,758  $    5,986            ---  $      3,102  $   14,642
                   ===========  ==========  =============  ============  ==========
<FN>

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




3.INVENTORIES
The  major  components of inventory at December 31, 2001 and March 31, 2001 were
as  follows:

<TABLE>
<CAPTION>

(In  thousands)

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

Finished goods              $      57,882  $   75,788
Raw materials and supplies         38,199      47,578
Equipment                          14,953      18,147
                            -------------  ----------
                            $     111,034  $  141,513
                            =============  ==========
</TABLE>


4.PROPERTY,  PLANT  AND  EQUIPMENT
The  major components of property, plant and equipment (at cost) at December 31,
2001  and  March  31,  2001  were  as  follows:
<TABLE>
<CAPTION>

(In  thousands)

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

Land and improvements                           $      11,359  $   14,886
Buildings and improvements                             91,345      82,196
Machinery, equipment and fixtures                     190,012     198,774
                                                -------------  ----------
                                                      292,716     295,856
Less accumulated depreciation and amortization        140,234     112,278
                                                -------------  ----------
  Net property, plant and equipment             $     152,482  $  183,578
                                                =============  ==========
</TABLE>

5.GOODWILL  AND  OTHER  INTANGIBLE  ASSETS
The Corporation elected to adopt Statement of Financial Accounting Standards No.
142,  Goodwill  and  Other  Intangible  Assets (SFAS142) as well as Statement of
Financial  Accounting  Standards  No. 141, Business Combinations (SFAS141) as of
April  1,  2001.  The  fair value of goodwill using the expected value of future
cash flows was in excess of the carrying value upon adoption.  During transition
year  2001, digital printing equipment sales increasingly fell short of forecast
due  to  factors  such as delayed product introduction.  This resulted in future
budgeted cash flows being reduced.  As a result, the recoverability of Colorspan
goodwill and other intangible assets were assessed pursuant to the provisions of
SFAS121  and  SFAS142  and  written-off  during  the  last  quarterly  period of
transition  year  2001.  The  Corporation  charged  $44,963  against earnings in
transition  year 2001 for Colorspan goodwill and other intangibles (see Notes to
Consolidated  Financial  Statements, Note 1(r) Acquisitions), as well as certain
other  intangible  assets  that  were  determined  to be impaired.  The carrying
amounts  of Goodwill by segment (Advanced Surface Finishes ("ASF"), Graphic Arts
("GA")  and  Electronics  Manufacturing  ("EM")) as of December 31, 2001, are as
follows:

<TABLE>
<CAPTION>



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


<TABLE>
<CAPTION>

Acquired  intangible  assets  as  of  December  31,  2001 and March 31, 2001 are as follows:
(In  thousands)

                               December 31, 2001                    March 31, 2001
                              ------------------                   ----------------
<S>                    <C>                 <C>               <C>              <C>
                       Gross Carrying      Accumulated       Gross Carrying   Accumulated
                       Amount              Amortization      Amount           Amortization
                       ------------------  ----------------  ---------------  --------------
Patents                $           20,865  $        (8,357)  $        42,748  $      (8,148)
Trademarks                         28,281           (8,093)           30,337         (8,305)
Manufacturing Process               5,252           (5,252)            5,252         (5,252)
Others                             19,612          (14,883)           24,875        (14,372)
                       ------------------  ----------------  ---------------  --------------
   Total               $           74,010  $       (36,585)  $       103,212  $     (36,077)
</TABLE>


There  is the net carrying amount of $16,233 at both December 31, 2001 and March
31,  2001  included  in  the  table  above  for  trademarks, which are not being
amortized  due  to  the  infinite  life  associated  with  those  assets.
<TABLE>
<CAPTION>



Additional Transitional                               (unaudited)
Disclosures:                          Nine Months     Nine Months
(In thousands)                           Ended           Ended
                                      December, 31   December 31,      Year Ended March 31,
                                          2001           2000          2001         2000
                                     --------------  -------------  -----------------------
<S>                                  <C>             <C>            <C>          <C>
Reported net earnings (loss)         $     (28,912)  $      30,192  $    34,804  $   45,358
Add back:  Goodwill amortization                --           4,868        6,781       6,074
                                     --------------  -------------  -----------  ----------
Adjusted net earnings (loss)         $     (28,912)  $      35,060  $    41,585  $   51,432

Basic earnings (loss) per share:
  Reported net earnings (loss)       $       (0.91)  $        0.97  $      1.12  $     1.46
  Goodwill amortization                         --   $        0.16  $      0.21  $     0.19
                                     --------------  -------------  -----------  ----------
  Adjusted net earnings (loss)       $       (0.91)  $        1.13  $      1.33  $     1.65

Diluted earnings (loss) per share:
   Reported net earnings (loss)      $       (0.91)  $        0.93  $      1.07  $     1.40
   Goodwill amortization                        --   $        0.15  $      0.21  $     0.19
                                     --------------  -------------  -----------  ----------
  Adjusted net earnings (loss)       $       (0.91)  $        1.08  $      1.28  $     1.59
</TABLE>


Aggregate  amortization  expense  of  intangible  assets for the transition year
ended  December  31,  2001  was  $3,131.  Estimated amortization expense for the
Corporation's  intangible  assets  is expected to approximate $2,900 for each of
the  next  five  fiscal  years.


6.NOTES  PAYABLE
Notes  payable  at December 31, 2001 and March 31, 2001 consisted of outstanding
borrowings  under  available  lines of credit.  The terms of the lines of credit
generally  provide  for interest rates at or below the prime rate on the date of
borrowing domestically and, for foreign company borrowings, rates that vary with
base  rates  in  each  currency.  The  lines  of  credit aggregate approximately
$64,000  at  December 31, 2001 and can be withdrawn at any time at the option of
the  banks.  The  weighted-average  interest  rates  on  short-term  borrowings
outstanding  were  5.0%  and  5.2% at the end of December 31, 2001 and March 31,
2001,  respectively.


7.EMPLOYEE  BENEFIT  &  STOCK  OPTION  PLANS

Pension,  Post-retirement  &  Post-employment  Benefits

The Corporation has defined benefit pension, defined contribution profit sharing
and  employee  stock  ownership  plans  for  substantially  all  of its domestic
employees.  Aggregate  amounts  charged to earnings for these plans, were $3,168
in  transition  year  2001,  as well as, $2,347 and $3,175 in fiscal years ended
March  31,  2001  and  2000,  respectively.
Pension. The domestic pension plan provides retirement benefits based upon years
of  service and compensation levels. Plan assets at fair value consist primarily
of  listed  stocks,  bonds  and  guaranteed  investment  contracts, and included
393,255 shares of the Corporation's common stock having a market value of $6,666
at  December  31, 2001 and $7,110 at March 31, 2001.  The Corporation also has a
retirement  and death benefit plan, covering employees located in Great Britain.
As  of  April  6,  1997, this plan converted from a defined benefit to a defined
contribution  basis for pensionable service after that date.  The obligation has
been recognized for past service benefits, which continue on the defined benefit
basis.  The Corporation's other foreign subsidiaries maintain benefit plans that
are  consistent  with  statutory  practices  and  are  not  significant.
Post-retirement  benefits.  The  Corporation  sponsors  a  defined  benefit
post-retirement  medical  and  dental  plan  (unfunded)  that  covers all of its
domestic full-time employees, hired prior to April 1, 1997, who retire after age
55  with  at  least 10 to 20 years of service (depending upon the date of hire).
Eligible  employees retiring after March 31, 1998 are required to contribute the
full  cost  of the plan until they reach age 65.  At age 65 the Corporation will
contribute a portion of the cost.  The Corporation's subsidy level is subject to
a cap which increases 3% each year.  Retirees will be required to contribute the
plan  cost in excess of the cap in addition to other required contributions.  In
fiscal  2001,  the  recorded  actuarial  loss  results  primarily  from  premium
increases  that  were  not  passed  on  to  retirees.
     The  projected  benefit obligation for the post-retirement plan at December
31,  2001  comprised 29% retirees, 5% fully eligible active participants and 66%
other  active  participants.  The  annual  increase  in  cost  is  3%  for
post-retirement  medical  benefits (no assumed rate increase for dental benefits
since  it  is a scheduled plan) since the Corporation's contributions are at the
defined  cap.  The  medical  cost  trend  rate  assumption  has no effect on the
amounts  reported  due  to  the  cap  on  contributions paid by the Corporation.
Post-employment  benefits.  The  Corporation  sponsors  a  defined  benefit,
post-employment  compensation continuation plan that covers all of its full time
domestic  employees.  Employees  who  have  completed  at  least  six  months of
service,  become  permanently  disabled  and  are  unable  to return to work are
eligible  to  receive  a benefit under the plan.  The benefit may range from one
week  to  a  maximum  of  six  months  of  compensation.  The  estimated ongoing
additional  after-tax  annual  cost  is  not  material.


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

(in  thousands)



                                                                                    Post        Retirement
                                                                               ----------------------------
                                 Pension     Benefits                                    Benefits
                               -----------------------                                --------------
                                    December, 31               March 31,          December 31,    March 31,
                                   -------------              ----------       --------------  ------------
                                        2001                     2001                   2001           2001
                                    -----------              ----------        --------------  ------------
<S>                            <C>          <C>         <C>         <C>        <C>             <C>
                               Domestic     Foreign     Domestic    Foreign    Domestic        Domestic
                               -----------  ----------  ----------  ---------  --------------  ------------
Reconciliation of Projected
Benefit Obligation:
Projected benefit
obligation at
beginning of year              $   39,064   $  47,037   $  33,117   $ 43,894   $       5,532   $     3,966
service cost (benefits
earned
during the period)                  2,726         514       3,056        735              91           109
Interest cost on the
projected
benefit obligation                  2,132       2,088       2,482      2,357             313           387
Plan participants
contribution                           --         148          --        289              --            --
Liability increase due to
transfers                              --          --          --      3,965              --            --
Actuarial (gain)/loss
excluding
assumption change                  (1,005)     (9,056)       (490)       388             364         1,294
Actuarial (gain)/loss due to
assumption change                      --          --       2,605         --              --           275
Benefits paid                        (730)     (1,245)     (1,341)      (922)           (325)         (499)
Curtailment gain                       --          --        (365)        --              --            --
Translation difference                 --         272          --     (3,669)             --            --
                               -----------  ----------  ----------  ---------  --------------  ------------
Projected benefit
obligation at
end of year                        42,187      39,758      39,064     47,037           5,975         5,532
                               -----------  ----------  ----------  ---------  --------------  ------------

Reconciliation of Fair
Value of
Plan Assets:
Fair value of plan assets at
beginning of year                  34,806      41,045      40,061     44,186              --            --
Actual return on plan
assets (net
of expenses)                       (2,324)     (2,048)     (3,913)    (3,146)             --            --
Transfers                              --          --          --      3,965              --            --
Employer contribution                  --         261          --        490             325           499
Plan participants
 contribution                          --         148          --        289              --            --
Benefits paid                        (730)     (1,245)     (1,342)      (922)           (325)         (499)
Translation difference                 --         292          --     (3,817)             --            --
                               -----------  ----------  ----------  ---------  --------------  ------------
Fair value of plan assets at
end of
year                               31,752      38,453      34,806     41,045              --            --
                               -----------  ----------  ----------  ---------  --------------  ------------


Funded Status:
Funded status                     (10,435)     (1,304)     (4,258)    (5,992)         (5,975)       (5,532)
Unrecognized net actuarial
 loss                               7,662       4,835       4,058      9,670           1,980         1,720
Unamortized prior service
 cost                                 114          --         127         --              --            --
                               -----------  ----------  ----------  ---------  --------------  ------------
Net amount recognized              (2,659)      3,531         (73)     3,678          (3,995)       (3,812)



Amounts recognized in the
Consolidated Balance Sheet
consists of:
Accrued benefit liability          (2,659)     (1,304)        (73)    (5,992)         (3,995)       (3,812)
Accumulated other
comprehensive income                   --       4,835          --      9,670              --            --
                               -----------  ----------  ----------  ---------  --------------  ------------
Net amount recognized          $   (2,659)  $   3,531   $     (73)  $  3,678   $      (3,995)  $    (3,812)
                               ===========  ==========  ==========  =========  ==============  ============

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






The following table sets forth the components of the pension and post-retirement
benefit  plans  with  respect to the Consolidated Statements of Earnings for the
transition  year  ended  December  31, 2001 and the fiscal years ended March 31,
2001  and  2000:
(in  thousands)
<TABLE>
<CAPTION>


                                 Pension     Benefits                                        Post     Retirement   Benefits
                                ----------------------                                      -------------------------------
                                                                                          December
                                                                                          ---------
                     December      31,        March        31,                               31,           March  31,
                    ----------  ----------  ----------  ---------                         ---------  ----------------------
                       2001                    2001                   2000                  2001        2001        2000
                    ----------              ----------             ----------             ---------  -----------  ---------
                     Domestic    Foreign     Domestic    Foreign    Domestic    Foreign   Domestic    Domestic    Domestic
                    ----------  ----------  ----------  ---------  ----------  ---------  ---------  -----------  ---------
<S>                 <C>         <C>         <C>         <C>        <C>         <C>        <C>        <C>          <C>
Net Periodic
Benefit Expense:
Service cost        $   2,726   $     514   $   3,056   $    735   $   1,812   $    761   $      91  $       109  $      84
Interest cost on
the projected
benefit obligation      2,132       2,088       2,482      2,357       2,341      2,596         313          387        286
Expected return
on plan
 assets                (2,322)     (2,424)     (3,540)    (3,165)     (3,700)    (3,735)         --           --         --
Amortization of
prior service
cost                       12          --          58         --          58         --          --           80         10
Amortization of
transition
obligation                 --        (332)       (229)        --        (229)        --          --           --         --
Recognized
actuarial
 (gain)/loss               38         590        (179)      (117)        (47)      (324)        104           --         --
Curtailment gain           --          --        (339)        --          --         --          --           --         --

                    ----------  ----------  ----------  ---------  ----------  ---------  ---------  -----------  ---------
Net periodic
 benefit cost       $   2,586   $     436   $   1,309   $   (190)  $     235   $   (702)  $     508  $       576  $     380
                    ==========  ==========  ==========  =========  ==========  =========  =========  ===========  =========
</TABLE>






Employee  Stock  Incentive  Plans
1992  Plan:  In 1993, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1992 (the 1992 plan), for the issuance of up to
2,700,000  shares  under  which  certain  employees  have  been  granted options
totaling  2,545,565  shares.  Options  granted under the 1992 plan are generally
exercisable,  at  a  price  equal to two-thirds of the market price at the grant
date,  during a four-year period beginning with the grant date.  The options are
exercisable  into  restricted  shares  of  common stock, which cannot be sold or
transferred, except back to the Corporation at cost, during the four-year period
commencing  with  the  exercise  date.
     Compensation  expense,  which for options granted prior to April 1, 2001 is
equal  to  the  difference  between  the  fair market value of the Corporation's
common  stock  on  the  date of an option grant and the exercise price of shares
which  may be purchased thereunder, is amortized over a six-year period.  During
transition  year 2001 compensation expense relating to this plan was $45 and for
fiscal years ended March 31, 2001 and 2000 compensation expense relating to this
plan  was  $45  and  $22,  respectively.
1995  Plan:  In  1996,  the Corporation adopted a non-qualified equity incentive
plan,  approved  by  the  shareholders  in  July  1995  (the 1995 plan), for the
issuance of up to 900,000 shares under which certain employees have been granted
a total of 472,947 restricted shares, having market prices of between $4-3/4 and
$38-5/16 on the dates of grant.  All shares of restricted stock issued under the
1995  plan  must  be  held  and  cannot  be  sold  or transferred, except to the
Corporation  for  a  period  of  four  years  from  the  date  of the award.  No
compensation  expense  was charged during the transition year ended December 31,
2001  or  the  fiscal  year  ended  March  31,  2001.  During  fiscal year 2000,
compensation  expense  relating  to  this  plan  was  $831.
1998  Plan:  In 1999, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1999 (the 1998 plan), for the issuance of up to
1,500,000  shares  under  which  certain  employees  have  been  granted options
totaling  1,006,650  shares.  Options  granted under the 1998 plan generally are
exercisable  during  a ten-year period beginning with the grant date, at a price
equal  to  a  one-third-premium  over  market  price  at the date of grant.  The
options  are  exercisable  into  unrestricted  shares of common stock, except as
otherwise  provided,  under  the  terms  of  the  plan,  at  the  time of grant.
2001 Plans: In 2001, the Corporation adopted a non-qualified key executive stock
option  plan,  approved  by shareholders in July 2001 (the 2001 executive plan),
for  the  issuance  of up to 3,000,000 shares under which certain employees have
been  granted  options  totaling 670,500 shares.  Options granted under the 2001
executive  plan  generally are exercisable during a six-year period beginning at
the vesting date, which is four years after the grant date.  The option price is
variable,  based  upon  the  market  price  at  date  of grant, adjusted for the
Corporation's  performance  in  comparison  to  the Standard and Poors Specialty
Chemicals  Index  during the exercise period.  The number of options is variable
based  upon  a  multiple  determined  by the Corporation's cumulative percentage
owner  earnings  growth  during  the  four year vesting period.  The options are
exercisable  into  unrestricted  shares  of  common  stock,  except as otherwise
provided,  under  the  terms  of  the  plan,  at  the  time  of  grant.
     In  2001, the Corporation adopted a non-qualified all employee stock option
plan,  approved  by  shareholders in July 2001 (the 2001 employee plan), for the
issuance  of  up  to  1,000,000  shares  under which certain employees have been
granted  options  totaling  557,250  shares.  Options  granted  under  the  2001
employee  plan  generally  are exercisable during a six-year period beginning at
the  vesting date, which is four years after the grant date, at a price equal to
the  market  price  at  the  date  of  grant.  The  options are exercisable into
unrestricted  shares  of  common  stock, except as otherwise provided, under the
terms  of  the  plan,  at  the  time  of  grant.


     Options  issued  under  the  Corporation's  stock  incentive  plans  and
outstanding  at  December  31,  2001  have exercise prices ranging from $1.79 to
$55.50,  expiring  periodically through fiscal 2011, summarized in the following
table,  as  of  December  31,  2001  and  March  31,  2001  and  2000:

<TABLE>
<CAPTION>



<S>                                  <C>        <C>        <C>      <C>
                                     Fixed  Option         Indexed  Option
                                         Plans                  Plans
                                     --------------------  ------------------
                                                Weighted-           Weighted-
                                     Number     Average    Number   Average
                                     Of         Exercise   Of       Exercise
                                     Options    Price      Options  Price
                                     ---------  ---------  -------  ---------

Outstanding March 31, 1999             462,065  $    2.42       --         --
Fiscal 2000 activity:
   Granted                             741,650  $   47.44       --         --
   Exercised                                --         --       --         --
   Forfeited                                --         --       --         --
   Outstanding at March 31, 2000     1,203,715  $   30.16       --         --
   Exercisable at March 31, 2000     1,203,715  $   30.16       --         --

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

Transition Year 2001 activity:
   Granted                             557,250  $   16.75  670,500  $   16.75
   Exercised                                --         --       --         --
   Forfeited                                --         --       --         --
   Outstanding at December 31, 2001  2,025,965  $   26.39  670,500  $   16.75
   Exercisable at December 31, 2001  1,468,715  $   30.30       --         --
</TABLE>


<TABLE>
<CAPTION>

The following table summarizes information about fixed stock options outstanding
at  December  31,  2001:


                              Weighted-
Exercise         Number        Average      Weighted-Average
Prices         Outstanding  Remaining Life   Exercise Price
-------------  -----------  --------------  -----------------
<S>            <C>          <C>             <C>

1.79-$2.00        450,000       1.6 years  $            1.90
16.75             557,250       9.6 years  $           16.75
30.33-$32.75      277,065       7.7 years  $           30.44
45.00-$55.50      741,650       7.1 years  $           47.44
               -----------  --------------  -----------------
                 2,025,965       6.6 years  $           26.39
</TABLE>

<TABLE>
<CAPTION>

The  following  table  summarizes  information  about  indexed  stock  options
outstanding  at  December  31,  2001:


<S>        <C>          <C>             <C>
                        Weighted-
Exercise   Number       Average         Weighted-Average
Prices     Outstanding  Remaining Life  Exercise Price
---------  -----------  --------------  ----------------

16.75         670,500       9.6 years  $           16.75
</TABLE>



Had the Corporation used the fair value expense recognition method of accounting
for  its  stock  option  plans (beginning in 1996) and charged compensation cost
against  income,  over a period consistent with the terms of the grant, based on
the  fair  value  at the date of grant, net earnings and net earnings per common
share  for  transition year ended December 31, 2001 and fiscal years ended March
31,  2001  and  2000 would have been reduced to the following pro forma amounts:
(In  thousands,  except  per  share  amounts)


<TABLE>
<CAPTION>

(In  thousands,  except  per  share  amounts)

                                                            (unaudited)
                                    Nine Months Ended    Nine Months Ended             Year Ended March 31,
                                      December 31,         December 31,
<S>                                <C>                  <C>                  <C>                    <C>
                                                 2001                  2000                   2001     2000
                                   -------------------  -------------------  ---------------------  -------
Net earnings available for common
  shareholders
   As reported                     $          (28,912)  $            30,192  $              34,804  $45,358
   Pro forma                       $          (29,504)  $            29,232  $              33,614  $40,377

Net earnings per common share
  Basic
   As reported                     $            (0.91)  $              0.97  $                1.12  $  1.46
   Pro forma                       $            (0.92)  $              0.94  $                1.08  $  1.30
Diluted
   As reported                     $            (0.91)  $              0.93  $                1.07  $  1.40
   Pro forma                       $            (0.92)  $              0.90  $                1.04  $  1.25
</TABLE>



The  pro forma information above includes stock options granted between April 1,
1995  and  March  31,  2001.  Effects  of  applying  FAS  123,  using  the  fair
value-based  method of accounting, is not representative of the pro forma effect
on  earnings  in  future  years  because it does not take into consideration pro
forma  compensation  expense  related  to  stock  options granted prior to 1996.
     The weighted-average grant-date fair value of options granted in transition
year  2001  was  $6.14  for  fixed  options  and $3.75 for indexed options.  The
application  of  the  fair  value  expense  recognition method of accounting for
options  resulted in the following expense included in the results of operations
for  transition  year 2001; $357 for fixed options and $262 for indexed options.
The  weighted-average  grant-date  fair value of fixed options granted in fiscal
years  2001  and  2000 was $6.96 and $14.51, respectively.  The fair-values were
determined by utilizing the Black-Scholes option-pricing model and the following
key  assumptions:


<TABLE>
<CAPTION>


                                 December 31,                March 31,            March 31,
                                    2001                       2001                 2000
                         -----------------------             --------             ---------
                           (indexed)    (fixed)              (fixed)               (fixed)
<S>                      <C>            <C>       <C>        <C>       <C>        <C>
Risk-free interest rate          2.11%     4.65%                6.50%                 6.21%
Expected option life          6 years   6 years              6 years              10 years
Expected volatility              19.6%     30.0%                30.0%                 33.3%
Dividend yield                   0.48%     0.48%                0.40%                 0.30%
</TABLE>


8.INCOME  TAXES
Income  tax  expense  (benefit)  attributable  to income from operations for the
transition  year  ended  December 31, 2001 and fiscal years ended March 31, 2001
and  2000  consisted  of:
(In  thousands)
<TABLE>
<CAPTION>


                  Current    Deferred     Total
                 ---------  ----------  ---------
<S>              <C>        <C>         <C>
                       December  31,  2001
                       -------------------
U.S. Federal     $   2,292  $ (23,804)  $(21,512)
State and local        783     (3,584)    (2,801)
Foreign              9,365       (562)     8,803
                 ---------  ----------  ---------
        Totals   $  12,440  $ (27,950)  $(15,510)
                 =========  ==========  =========
                         March  31,  2001
                        -----------------
U.S. Federal     $   4,981  $  (1,758)  $  3,223
State and local        939       (363)       576
Foreign             19,692     (3,358)    16,334
                 ---------  ----------  ---------
        Totals   $  25,612  $  (5,479)  $ 20,133
                 =========  ==========  =========
                         March  31,  2000
                        -----------------
U.S. Federal     $  14,969  $  (4,100)  $ 10,869
State and local      2,078       (883)     1,195
Foreign             14,879        989     15,868
                 ---------  ----------  ---------
        Totals   $  31,926  $  (3,994)  $ 27,932
                 =========  ==========  =========
</TABLE>



The  deferred tax provision, in the table above, does not reflect the tax effect
of; $176 resulting from hedging activity under SFAS133 for transition year 2001,
nor  $1,881  and  $3,761 for transition year 2001 and fiscal 2001, respectively,
resulting from minimum pension liability adjustment under Statement of Financial
Accounting  Standards  No.87,  Employers'  Accounting  for  Pensions.

Income  tax expense (benefit) differed from the amounts computed by applying the
U.S.  Federal  statutory  tax  rates  to  pretax  income from operations for the
transition  year  ended  December 31, 2001 and fiscal years ended March 31, 2001
and  2000  as  a  result  of  the  following:
(In  thousands)
<TABLE>
<CAPTION>


                                  December 31,         March    31,
                                 --------------      --------------
                                      2001         2001           2000
                                 --------------  --------         ------
<S>                              <C>             <C>       <C>  <C>
U.S. Federal statutory tax rate             35%       35%            35%
                                 ==============  ========       ========
Taxes computed at U.S.
   Statutory rate                $     (15,510)  $19,148        $26,970
State income taxes, net of
   Federal benefit                      (2,471)      375            777
Foreign tax rate differential             (951)   (2,401)        (1,368)
Valuation reserve                        4,211        --             --
Non-deductible goodwill                     --     2,250          1,922
Acquisition costs                           --        --          1,043
Other, net                                (789)      761         (1,412)
                                 --------------  --------       --------
   Actual income taxes           $     (15,510)  $20,133        $27,932
                                 ==============  ========       ========
Effective tax rate                        35.0%     36.8%          36.3%
                                 ==============  ========       ========
</TABLE>

     Earnings  before  income  taxes  included  foreign  earnings of $29,914 for
transition  year 2001, as well as, $50,584 and $56,283 for fiscal years 2001 and
2000,  respectively.
     The  Corporation  has  not  recognized  a  deferred  tax  liability for the
undistributed  earnings  of  foreign  subsidiaries that arose in transition year
2001 and prior years because the Corporation does not expect to repatriate those
earnings in the foreseeable future.  A deferred tax liability will be recognized
when  the  Corporation  expects that it will recover those earnings in a taxable
transaction,  such as the receipt of dividends or sale of the investment, net of
foreign  tax credits.  At December 31, 2001, the undistributed earnings of those
subsidiaries  were  approximately $148,543.  A determination of the deferred tax
liability  relating to the undistributed earnings of foreign subsidiaries is not
practical.

     The  tax  effects  of  temporary  differences that give rise to significant
portions  of  the  deferred  tax assets and liabilities at December 31, 2001 and
March  31,  2001  are:
(In  thousands)
<TABLE>
<CAPTION>


                                            December 31,    March 31,
                                           --------------  -----------
                                                2001          2001
                                           --------------  -----------
<S>                                        <C>             <C>
Deferred tax assets:
  Accounts receivable, primarily due to
   Allowance for doubtful accounts         $       3,035   $    2,670
  Inventories                                      5,294        4,554
  Accrued liabilities                              6,791        5,698
  Acquisition accrued liabilities                  7,101        7,101
  Employee benefits                               11,286        6,214
  Foreign tax credits                              3,211        1,505
  Foreign losses                                   5,820        5,820
  Impairment liabilities                          25,052        1,525
  Other                                            8,374        6,309
                                           --------------  -----------
     Total gross assets                           75,964       41,396
     Valuation reserve                           (10,031)      (5,820)
                                           --------------  -----------
        Total gross deferred tax assets           65,933       35,576
Deferred tax liabilities:
  Plant and equipment, primarily due to
   depreciation.                                   4,221        4,195
  Purchase accounting                             11,579       12,537
  Other                                            8,557        7,276
                                           --------------  -----------
     Total gross deferred tax liabilities         24,357       24,008
                                           --------------  -----------
        Net deferred asset                 $      41,576   $   11,568
                                           ==============  ===========
</TABLE>



     The Corporation has recorded a valuation reserve to reflect the uncertainty
of realization of state net operating loss carry forwards and foreign loss carry
forwards.  The  valuation reserve for deferred tax assets was $10,031 and $5,820
at  December  31,  2001 and March 31, 2001, respectively.  The net change in the
total  valuation  reserve  for  transition  year 2001 was an increase of $4,211.
Management  believes  it is more likely than not, the remaining net deferred tax
assets  of  $41,576  will  be  realized  as the results of future operations are
expected  to  generate  sufficient  taxable  income  to  do  so.
     During  transition  year  2001 and fiscal years 2001 and 2000, the lapse of
restrictions  upon  stock  exercised  under  the  stock  option  and award plans
resulted  in  a tax benefit of $824, $2,539 and $3,917, respectively, which were
recorded  as  increases to additional paid-in capital.  At December 31, 2001,the
Corporation  has  approximately $32,735 of state and foreign tax losses that are
available  for  carry  forward.  The  carry-forward  lives of these range from 5
years  to  unlimited.

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


                                              December 31,   March 31,
                                              -------------  ----------
                                                  2001          2001
                                              -------------  ----------
<S>                                           <C>            <C>
Senior subordinated notes, unsecured,
9.13% interest at December 31, 2001 due
in 2011                                       $     300,057  $       --
Revolving loan, unsecured, variable
  interest, due in 2004
     5.00% at December 31, 2001                       9,000      64,000
     5.59% at December 31, 2001                       6,699      11,401
     5.59% at December 31, 2001                      27,122      28,496
     6.32% at December 31, 2001                      38,084          --
     6.14% at March 31, 2001                             --      39,738
Term loans, unsecured, variable interest
(5.50% at December 31, 2001) due in
quarterly installments to 2008                        9,785       8,493
Term loans, collaterized, variable interest
(5.50% at December 31, 2001) due in
quarterly installments to 2006                        2,404       1,499
Term loan, unsecured, variable interest
(4.26% at December 31, 2001) due in
semi-annual installments to 2005                        604         705
Term loan, unsecured, 7.94% interest at
March 31, 2001                                           --     143,299
Term loan, unsecured, 7.94% interest at
March 31, 2001                                           --      98,273
Acquisition facility, unsecured, 7.39%
interest at March 31, 2001                               --      47,973
Term loan, collaterized, 8.94% interest at
March 31, 2001                                           --       9,812
Capitalized lease obligations                         3,279       3,728
Other, due in varying amounts to 2008                 2,368       3,719
                                              -------------  ----------
Total long-term obligations                         399,402     461,136
Less current portion                                  5,614      68,517
                                              -------------  ----------
Long-term portion                             $     393,788  $  392,619
                                              =============  ==========
</TABLE>


 Minimum  future  principal  payments  on  long-term  obligations  subsequent to
December  31,  2001  are  as  follows:
(In  thousands)
<TABLE>
<CAPTION>



<S>         <C>

2002        $  5,614
2003           5,272
2004          85,053
2005           1,492
2006           1,167
Thereafter   300,804
            --------
Total       $399,402
            ========
</TABLE>



     The  Corporation  has  a  $175,000 committed revolving credit facility that
expires  in  2004.  The  Corporation  can  borrow  foreign  currencies and U. S.
dollars against this facility.  Commitment fees under the revolving credit lines
are  variable, ranging from 37.5 to 150 basis points on the unused balance.  The
revolving credit facility bears interest at a variable rate, which is based on a
ratio  of the Corporation's debt to earnings before certain expenses.  The rates
were set at 3.00% above the applicable London interbank market rate ("LIBOR") at
December 31, 2001: U.S. LIBOR (2.00%) for the U.S. dollar borrowings; U.K. LIBOR
(3.32%)  for  the  pound sterling borrowings and EUROBOR (2.59%) for the Italian
Lira  and  Spanish  Peseta  borrowings.  The  European borrowings are payable in
Euros  under the revolving credit facility.  At December 31, 2001, the effective
interest  rate  was,  5.00% for the U.S dollar, 6.32% for the pound sterling and
5.59%  for  the  Euro borrowings under the revolving loan facility.  Under these
loans,  the most restrictive covenants provide that earnings before interest and
taxes,  as  defined in the credit agreement, as a ratio to interest expense must
be  greater  than 1.5 to 1; consolidated net worth must be at least $154,300 and
the  total debt must not exceed 470% of net worth; and earnings before interest,
taxes,  depreciation  and amortization, as defined in the credit agreement, as a
ratio  to  total  debt  shall  not  exceed 4.75 to 1.  At December 31, 2001, the
credit  facility  is  guaranteed  by the Corporation's North American assets, as
defined  in  the credit agreement.  This guarantee will be released at such time
that  consolidated  earnings  before  interest,  taxes,  depreciation  and
amortization,  as  defined  in the credit agreement, as a ratio to total debt is
less  than  3.50  to  1  for  two  consecutive  quarters
     The  Corporation  has  entered  into  interest rate swap agreements for the
purpose  of  reducing  its exposure to possible future changes in interest rates
applicable to the term and revolving loans.  The fixed rates are compared to the
applicable  three-month  LIBOR  rates  as a basis for payment, or receipt of the
rate  differential  as  applied to the notional amount of each swap transaction.
Pursuant  to the terms of certain of the agreements the Corporation has notional
coverage  for  the  following:
     Notional  US  dollar  coverage  $25,000  expires December 31, 2005 compares
fixed  5.5950%  rate  to  US  LIBOR
Notional  (Euro  7,747) US dollar coverage $6,906 expires June 30, 2004 compares
fixed  4.9000%  rate  to
   EUROBOR
Notional  (Euro  7,747)  US  dollar  coverage  $6,906 expires September 30, 2005
compares  fixed  5.1240%  rate
   to  EUROBOR
Notional  (Euro  6,817) US dollar coverage $6,078 expires June 30, 2005 compares
fixed  4.8825%  rate  to
   EUROBOR


10.SEGMENT  REPORTING
The  Corporation  provides  development, manufacture and technical service for a
large  variety  of  specialty  chemical  processes  and related equipment in two
reportable  operating segments: Advanced Surface Finishing and Graphic Arts.  In
addition, the Corporation operates a third reportable segment for the design and
manufacture  of  printed  circuit boards.  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.  The chemicals
supplied  by  Advanced Surface Finishing are used for a broad range of purposes,
including  finishing  metals  and  non  metallic surfaces, electro-plating metal
surfaces,  etching,  imaging,  metalization,  offshore  fluids and cleaning. The
chemicals  supplied  by  Graphic  Arts  are  used  in  the  production of offset
blankets,  printing  plates,  textile  blankets  and  rubber-based  covers  for
industrial rollers used in the printing industry.  The Electronics Manufacturing
segment produces a wide variety of single-sided and double-sided printed circuit
boards.
     The  business  segments  reported below are the segments of the Corporation
for  which  separate  financial information is available and for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of the business segments are the same as
those  described  in  the  Notes  to  Consolidated  Financial Statements, Note 1
Summary  of  Significant  Accounting  Policies.
     Net  sales for all of the Corporation's products fall into one of the three
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears  on  those  costs.  Operating  income  amounts  are  evaluated  before
amortization  of  intangible  assets  and  non-recurring  charges.  The business
segment  identifiable  assets  which follow are reconciled to total consolidated
assets  including  unallocated  corporate  assets  which  consist  primarily  of
deferred  tax  assets,  equity  method  investments  and certain other long term
assets  not  directly  associated with the support of the individual operations.

Worldwide operations are summarized by business segment in the following tables:
<TABLE>
<CAPTION>


                                                                     (unaudited)
                                             Nine Months Ended    Nine Months Ended
                                                                                          Year  Ended
                                               December 31,         December 31,          March    31,
                                                   2001                 2000            2001       2000
                                            -------------------  -------------------  ---------  ---------
<S>                                         <C>                  <C>                  <C>        <C>
Net sales to unaffiliated customers:
Graphic Arts                                $          219,595   $          234,701   $311,767   $293,459
Advanced Surface Finishing                             250,963              339,762    447,875    464,621
Electronics Manufacturing                               63,302                8,532     35,134         --
                                            -------------------  -------------------  ---------  ---------
Consolidated Net Sales                      $          533,860   $          582,995   $794,776   $758,080
                                            ===================  ===================  =========  =========
Operating Profit:
Graphic Arts                                $           30,676   $           34,704   $ 48,045   $ 58,143
Advanced Surface Finishing                              35,822               66,560     82,481     76,067
Electronics Manufacturing                               (2,968)              (4,143)    (6,033)        --
                                            -------------------  -------------------  ---------  ---------
                                                        63,530               97,121    124,493    134,210
Amortization of Intangibles                             (6,084)             (15,774)   (20,641)   (17,563)
Impairment, Restructuring and Merger Costs             (73,066)              (7,062)   (12,936)    (7,617)
                                            -------------------  -------------------  ---------  ---------
Consolidated Operating Profit               $          (15,620)  $           74,285   $ 90,916   $109,030
                                            ===================  ===================  =========  =========
Amortization:
Graphic Arts                                $              507   $            6,683   $  8,788   $  7,030
Advanced Surface Finishing                               5,550                9,091     11,484     10,533
Electronics Manufacturing                                   27                   --        369         --
                                            -------------------  -------------------  ---------  ---------
Consolidated Amortization                   $            6,084   $           15,774   $ 20,641   $ 17,563
                                            ===================  ===================  =========  =========
Depreciation:
Graphic Arts                                $            7,653   $            7,058   $  9,481   $  9,815
Advanced Surface Finishing                               6,666                7,048      9,219      9,026
Electronics Manufacturing                                3,325                1,365      3,282         --
Corporate-wide                                             346                  158        211         54
                                            -------------------  -------------------  ---------  ---------
Consolidated Depreciation                   $           17,990   $           15,629   $ 22,193   $ 18,895
                                            ===================  ===================  =========  =========
Capital Expenditures:
Graphic Arts                                $            1,079   $            2,533   $  4,832   $ 11,826
Advanced Surface Finishing                               2,829                7,622     11,534     10,108
Electronics Manufacturing                                3,026                   --      2,781         --
Corporate                                                   --                  378      3,290      2,105
                                            -------------------  -------------------  ---------  ---------
Consolidated Capital Spending.              $            6,934   $           10,533   $ 22,437   $ 24,039
                                            ===================  ===================  =========  =========
Identifiable Assets:
Graphic Arts                                $          431,353   $          354,973   $345,849   $314,215
Advanced Surface Finishing                             177,253              466,567    426,869    453,714
Electronics Manufacturing                              132,296               29,714     91,665         --
Corporate                                               49,983               17,657     20,442     22,563
                                            -------------------  -------------------  ---------  ---------
Consolidated Assets                         $          790,885   $          868,911   $884,825   $790,492
                                            ===================  ===================  =========  =========
</TABLE>


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

(In  thousands)

                                       United States   Other Americas    Europe   Asia Pacific    Consolidated
                                      ---------------  ---------------  --------  -------------  --------------
<S>                                   <C>              <C>              <C>       <C>            <C>
Nine Months Ended December
------------------------------------
31, 2001
------------------------------------
Net sales to unaffiliated customers   $      226,638   $        16,129  $205,465  $      85,628  $     533,860
Operating profit                             (51,413)            3,811    18,933         13,049        (15,620)
Identifiable assets                          205,625            19,950   481,842         83,468        790,885
Nine Months Ended December
------------------------------------
31, 2000 (unaudited)
------------------------------------
Net sales to unaffiliated
customers                             $      282,251   $        17,750  $176,537  $     106,457  $     582,995
Operating profit                              29,877             4,551    20,290         19,567         74,285
Identifiable assets                          382,343            16,528   374,512         95,528        868,911
Year Ended March 31, 2001
------------------------------------
Net sales to unaffiliated
customers                             $      370,199   $        28,019  $261,141  $     135,417  $     794,776
Operating profit                              28,496             6,966    31,421         24,033         90,916
Identifiable assets                          364,182            16,224   416,717         87,702        884,825
Year Ended March 31, 2000
------------------------------------
Net sales to unaffiliated
customers                             $      361,780   $        28,687  $246,300  $     121,313  $     758,080
Operating profit                              53,780             7,804    27,736         19,710        109,030
Identifiable assets                          337,332            13,592   365,363         74,205        790,492
</TABLE>


11.COMMON  AND  TREASURY  STOCK
The  Corporation's Restated Certificate of Incorporation provides for 75 million
authorized  common  shares.
Common  shares issued are summarized in the following table at December 31, 2001
and  March  31,  2001  and  2000:

<TABLE>
<CAPTION>


                                                    Shares
                                                  -----------
                                    December 31,          March 31,
                                    ------------        -----------
                                        2001         2001         2000
                                    ------------  -----------  ----------
<S>                                 <C>           <C>          <C>
Common Stock:
Balance - beginning of period         45,408,464  45,412,325   45,411,775
Shares issued - warrants exercised     1,001,293          --           --
Shares issued - stock awards                  --          --          550
Shares cancelled - stock awards               --      (3,861)          --
                                    ------------  -----------  ----------
Balance - end of period               46,409,757  45,408,464   45,412,325
                                    ============  ===========  ==========
</TABLE>



     The  Board  of  Directors  has from time-to-time authorized the purchase of
issued  and  outstanding  shares  of the Corporation's common stock.  Any future
repurchases under these authorizations will depend on various factors, including
the  market  price  of  the  shares,  the  Corporation's  business and financial
position and general economic and market conditions.  Additional shares acquired
pursuant  to  such  authorization will be held in the Corporation's treasury and
will  be  available  for  the  Corporation  to issue without further shareholder
action  (except  as  required  by  applicable law or the rules of any securities
exchange  on  which  the  shares  are then listed).  Such shares may be used for
various  Corporate  purposes,  including  contributions under existing or future
employee benefit plans, the acquisition of other businesses and the distribution
of  stock  dividends.  At  December  31,  2001,  there  was  a  balance  of such
outstanding  authorizations totaling 142,282 shares.  Treasury stock activity is
summarized in the following table for transition year 2001 and fiscal years 2001
and  2000:


<TABLE>
<CAPTION>


                                               Shares
                                             ----------
                               December 31,         March 31,
                               ------------        ----------
                                   2001         2001        2000
                               ------------  -----------  ---------
<S>                            <C>           <C>         <C>
Treasury Stock:
Balance - beginning of period    14,277,610  14,267,816  14,267,816
Shares acquired                      32,044       9,794          --
                               ------------  ----------- ----------
Balance - end of period          14,309,654  14,277,610  14,267,816
                               ============  =========== ==========
</TABLE>


12.LEASE  COMMITMENTS
The Corporation has leases that expire at various dates through 2011 for certain
warehouse  space,  transportation,  computer  and  other  equipment.  Contingent
rentals  are  paid for warehouse space on the basis of the monthly quantities of
materials  stored  and  for  transportation  and other equipment on the basis of
mileage  or  usage.  Total rental expense for these leases amounted to $7,482 in
transition  year  2001  and  $8,662  and  $9,044  in fiscal years 2001 and 2000,
respectively,  of  which  $733, $1,594 and $1,372, respectively, were contingent
rentals.  In  addition, the Corporation has leased equipment at customers, which
are  generally  subject  to  sublease  agreements.  Net rental expense for these
sublease  agreements  amounted  to  income  of $338 for transition year 2001 and
expense  of  $1,849  and  $2,998  in  fiscal  2001  and  2000,  respectively.
     Minimum  lease  commitments  under  operating  leases  for the fiscal years
subsequent  to  December  31,  2001  are  as  follows:
(In  thousands)
<TABLE>
<CAPTION>


                                         Net
            Commitments   Sublease   Commitments
            ------------  ---------  ------------
<S>         <C>           <C>        <C>
2002        $     10,212  $     368  $      9,844
2003               5,586        167         5,419
2004               3,122         --         3,122
2005               2,239         --         2,239
2006               2,118         --         2,118
Thereafter         2,084         --         2,084
            ------------  ---------  ------------
   Total    $     25,361  $     535  $     24,826
            ============  =========  ============
</TABLE>




13.CONTINGENCIES
     As  manufacturers  and distributors of specialty chemicals and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
     The Corporation has incurred, and will continue to incur, significant costs
and  capital  expenditures  in  complying  with these laws and regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
     The  Corporation's  nature  of  operations  and  products  (including  raw
materials)  exposes  it  to  the  risk  of liabilities or claims with respect to
environmental  cleanup  or other matters, including those in connection with the
disposal  of  hazardous  materials.  The  Corporation  has  been  named  as  a
potentially  responsible party ("PRP") at three Superfund sites.  There are many
other  PRPs  involved  at  each of these sites. The Corporation has recorded its
best  estimate  of  liabilities  in connection with site clean-up based upon the
extent  of  its involvement, the number of PRPs and estimates of the total costs
of  the  site  clean-up that reflect the results of environmental investigations
and  remediation  estimates  produced  by  remediation  contractors.  While  the
ultimate  costs  of  such  liabilities are difficult to predict, the Corporation
does  not  expect  that  its costs associated with these sites will be material.
     In  addition, some of the Corporation's facilities have an extended history
of  chemical  processes  or other industrial activities.  Contaminants have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these  sites.  To the extent the Corporation's liabilities exceed $2 million, it
may  be  entitled  to additional indemnification payments.  Such recovery may be
uncertain,  however,  and  would  likely involve significant litigation expense.
     The  Corporation does not anticipate that it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
     Legal  Proceedings
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in November of 1994, together with other information relating to
operations  and  compliance  at the Huntingdon Avenue facility.  The Corporation
was subsequently informed that it is a subject of the grand jury's investigation
in  connection  with  alleged criminal violations of the federal Clean Water Act
pertaining  to  its  wastewater  handling  practices.  In  addition,  two of the
Corporation's  former  employees,  who worked at the Huntington Avenue facility,
pled guilty in early 2001 to misdemeanor violations under the Clean Water Act in
connection  with the above matter.  These individuals were sentenced to fines of
$25  and  $10  and  2  years  probation,  as  well  as  community  service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was named in a
civil  lawsuit  commenced  in  the  Superior  Court  of the State of Connecticut
brought  by  the  Connecticut  Department  of  Environmental Protection alleging
various  compliance  violations  at  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the management of waste materials.  The complaint alleges violations of its
permits  issued  under the Federal Clean Water Act and the Resource Conservation
and  Recovery Act, as well as procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
     The  Corporation voluntarily resolved both of these matters on November 28,
2001.  As  a  result,  MacDermid  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.
     Other  Concentrations
     The  Corporation's  business  operations,  consist  principally  of  the
manufacture  and  sale of specialty chemicals, supplies and related equipment to
customers  throughout  much  of the world.  Approximately 40% of the business is
concentrated  in  the printing industry used for a wide variety of applications,
including  offset  blankets,  printing plates, textile blankets and rubber based
covers  for  industrial  rollers, while 20% of the business is concentrated with
manufacturers  of  printed  circuit  boards  which are used in a wide variety of
end-use applications, including computers, communications and control equipment,
appliances,  automobiles  and  entertainment  products.  As  is  usual  for this
business,  the  Corporation  generally  does  not  require  collateral  or other
security  as  a  condition  of  sale, rather relying on credit approval, balance
limitation  and  monitoring  procedures  to control credit risk of trade account
financial  instruments.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.


14.FINANCIAL  INFORMATION  FOR  GUARANTORS  OF  THE  CORPORATION'S BOND OFFERING
The  Corporation  issued  9  1/8%  Senior  Subordinated  Notes ("Bond Offering")
effective  June  20,  2001,  for the face amount of $301,500, which pay interest
semiannually  on  January  15th  and July 15th and mature in 2011.  The proceeds
were used to pay down existing long-term debt.  This Bond Offering is guaranteed
by  substantially  all  existing  and future directly or indirectly wholly-owned
domestic  restricted  subsidiaries  of  the  Corporation  ("Guarantors").  The
Guarantors,  fully,  jointly  and  severally,  irrevocably  and  unconditionally
guarantee  the performance and payment when due of all the obligations under the
Bond Offering.  The Corporation's unrestricted subsidiaries that result from the
January 2001 Eurocir acquisition and its foreign subsidiaries are not guarantors
of  the  indebtedness  under  the  Bond  Offering.  The  following  financial
information  is  presented  to  give additional disclosures to the Corporation's
Consolidated  Financial  Statements, with respect to: a) MacDermid, Incorporated
(as  the  issuer),  b) the Guarantors, c) the non-guarantor subsidiaries, d) the
unrestricted  non-guarantor  subsidiaries,  e)  elimination  entries  and f) the
Corporation  on  a  consolidated  basis  for and as of the transition year ended
December  31,  2001  and fiscal years ended March 31, 2001 and 2000.  The equity
method  has  been  used  by  the  Corporation  with  respect  to  investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with  respect  to  investments  in  non-guarantor subsidiaries and by subsidiary
non-guarantors  with  respect  to  investments  in  unrestricted  non-guarantor
subsidiaries.  Financial statements for subsidiary guarantors are presented as a
combined  entity.  The  financial  information  includes  certain allocations of
revenues  and  expenses  based  on  management's  best  estimates  which  is not
necessarily  indicative  of  financial  position, results of operations and cash
flows  that these entities would have achieved on a stand-alone basis and should
be  read  in  conjunction  with  the  Consolidated  Financial  Statements of the
Corporation.


CONSOLIDATED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  DECEMBER  31,  2001
<TABLE>
<CAPTION>


                                                                                                                 MacDermid
                                                                                                                Incorporated
                                                                                                                    And
                                                                                Unrestricted                    Subsidiaries
<PAGE>
                                 MacDermid       Guarantor      Nonguarantor    Nonguarantor                    December 31,
                                Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations        2001
                               --------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>             <C>             <C>
Net sales                      $      80,810   $     151,899   $     260,857   $      55,633   $     (15,339)  $     533,860

Costs and expenses:
Cost of sales                         52,921          81,211         142,642          49,286         (15,339)        310,721
Selling, technical and
   administrative                     35,434          42,395          76,315           5,465              --         159,609
Amortization                              --           2,489           3,568              27              --           6,084
Impairment and restructuring           9,108          61,986           1,972              --              --          73,066
                               --------------  --------------  --------------  --------------  --------------  --------------
                                      97,463         188,081         224,497          54,778         (15,339)        549,480
                               --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss)              (16,653)        (36,182)         36,360             855              --         (15,620)
Other income (expense):
Equity in earnings of
   subsidiaries                      (29,106)         24,551            (879)             --           5,434              --
Interest income                          127             176             479              20              --             802
Interest expense                     (15,539)        (11,261)            787          (2,278)             --         (28,291)
Miscellaneous, net                    (2,145)            (14)            949               7              --          (1,203)
                               --------------  --------------  --------------  --------------  --------------  --------------
                                     (46,663)         13,452           1,336          (2,251)          5,434         (28,692)
                               --------------  --------------  --------------  --------------  --------------  --------------

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


CONSOLIDATED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  DECEMBER  31,  2000
(unaudited)
<TABLE>
<CAPTION>


                                                                                                           MacDermid
                                                                                                          Incorporated
                                                                                                              And
                                                                          Unrestricted                    Subsidiaries
<PAGE>
                            MacDermid       Guarantor      Nonguarantor   Nonguarantor                    December 31,
                           Incorporated    Subsidiaries    Subsidiaries   Subsidiaries    Eliminations        2000
                          --------------  --------------  --------------  -------------  --------------  --------------
<S>                       <C>             <C>             <C>             <C>            <C>             <C>
Net sales                 $     125,911   $     185,662   $     309,248   $          --  $     (37,826)  $     582,995

Costs and expenses:
Cost of sales                    81,571         103,228         168,361              --        (37,826)        315,334
Selling, technical and
   administrative                34,995          48,233          87,312              --             --         170,540
Amortization                        996           7,157           7,621              --             --          15,774
Impairment,
   restructuring and
   merger                           934           4,031           2,097              --             --           7,062
                          --------------  --------------  --------------  -------------  --------------  --------------
                                118,496         162,649         265,391              --        (37,826)        508,710
                          --------------  --------------  --------------  -------------  --------------  --------------
Operating profit                  7,415          23,013          43,857              --             --          74,285
Other income (expense):
Equity in earnings of
   subsidiaries                  29,716          24,222              --              --        (53,938)             --
Interest income                     341             784             289              --             --           1,414
Interest expense                 (9,329)        (10,734)         (5,524)             --             --         (25,587)
Miscellaneous, net                  116          (2,045)           (410)             --             --          (2,339)
                          --------------  --------------  --------------  -------------  --------------  --------------
                                 20,844          12,227          (5,645)             --        (53,938)        (26,512)
                          --------------  --------------  --------------  -------------  --------------  --------------

Earnings before taxes            28,259          35,240          38,212              --        (53,938)         47,773
Income taxes benefit
   (expense)                      1,933          (5,524)        (13,990)             --             --         (17,581)
                          --------------  --------------  --------------  -------------  --------------  --------------
Net earnings              $      30,192   $      29,716   $      24,222   $          --  $     (53,938)  $      30,192
                          ==============  ==============  ==============  =============  ==============  ==============
</TABLE>


CONSOLIDATED  STATEMENTS  OF  EARNINGS
YEAR  ENDED  MARCH  31,  2001
<TABLE>
<CAPTION>


                                                                                                            MacDermid
                                                                                                           Incorporated
                                                                                                               And
                                                                           Unrestricted                    Subsidiaries
<PAGE>
                            MacDermid       Guarantor      Nonguarantor    Nonguarantor                     March 31,
                           Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations        2001
                          --------------  --------------  --------------  --------------  --------------  --------------
<S>                       <C>             <C>             <C>             <C>             <C>             <C>
Net sales                 $     165,367   $     246,335   $     412,672   $      21,978   $     (51,576)  $     794,776

Costs and expenses:
Cost of sales                   108,411         141,581         221,517          20,293         (51,576)        440,226
Selling, technical and
   Administrative                50,577          55,398         122,113           1,969              --         230,057
Amortization                      6,101          10,367           3,804             369              --          20,641
Impairment,
 restructuring and
 merger costs                        --          12,081             855              --              --          12,936
                          --------------  --------------  --------------  --------------  --------------  --------------
                                165,089         219,427         348,289          22,631         (51,576)        703,860
                          --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss)             278          26,908          64,383            (653)             --          90,916
Other income (expense):
Equity in earnings of
   Subsidiaries                  39,928          38,003          (1,010)             --         (76,921)             --
Interest income                     394           1,118             488               7              --           2,007
Interest expense                (13,272)        (14,762)         (6,491)           (726)             --         (35,251)
Miscellaneous, net                  203          (2,409)           (817)            288              --          (2,735)
                          --------------  --------------  --------------  --------------  --------------  --------------
                                 27,253          21,950          (7,830)           (431)        (76,921)        (35,979)
                          --------------  --------------  --------------  --------------  --------------  --------------
Earnings(loss) before
taxes                            27,531          48,858          56,553          (1,084)        (76,921)         54,937

Income taxes benefit
   (expense)                      7,273          (8,930)        (18,550)             74              --         (20,133)
                          --------------  --------------  --------------  --------------  --------------  --------------
Net earnings(loss)        $      34,804   $      39,928   $      38,003   $      (1,010)  $     (76,921)  $      34,804
                          ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  STATEMENTS  OF  EARNINGS
YEAR  ENDED  MARCH  31,  2000
<TABLE>
<CAPTION>


                                                                                                            MacDermid
                                                                                                           Incorporated
                                                                                                               And
                                                                           Unrestricted                    Subsidiaries
<PAGE>
                             MacDermid       Guarantor      Nonguarantor   Nonguarantor                     March 31,
                            Incorporated    Subsidiaries    Subsidiaries   Subsidiaries    Eliminations        2000
                           --------------  --------------  --------------  -------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>            <C>             <C>
Net sales                  $     201,992   $     190,020   $     402,494   $          --  $     (36,426)  $     758,080

Costs and expenses:
Cost of sales                    119,913          96,476         219,181              --        (36,426)        399,144
Selling, technical and
   Administrative                 65,569          39,605         119,552              --             --         224,726
Amortization                       9,962           6,313           1,288              --             --          17,563
Impairment,
 restructuring and
 merger costs                         --           7,617              --              --             --           7,617
                           --------------  --------------  --------------  -------------  --------------  --------------
                                 195,444         150,011         340,021              --        (36,426)        649,050
                           --------------  --------------  --------------  -------------  --------------  --------------
Operating profit                   6,548          40,009          62,473              --             --         109,030
Other income (expense):
Equity in earnings of
   Subsidiaries                   52,319          40,013              --              --        (92,332)             --
Interest income                    1,115             357             535              --             --           2,007
Interest expense                 (14,960)        (10,549)         (7,541)             --             --         (33,050)
Miscellaneous, net                  (124)         (2,640)          1,829              --             --            (935)
                           --------------  --------------  --------------  -------------  --------------  --------------
                                  38,350          27,181          (5,177)             --        (92,332)        (31,978)
                           --------------  --------------  --------------  -------------  --------------  --------------

Earnings before taxes
and extraordinary charge          44,898          67,190          57,296              --        (92,332)         77,052
Income taxes benefit
 (expense)                           460         (11,109)        (17,283)             --             --         (27,932)
Earnings before            --------------  --------------  --------------  -------------  --------------  --------------
 extraordinary charge             45,358          56,081          40,013              --        (92,332)         49,120
Extraordinary charge
due to early retirement
of debt, net of tax
benefit of $2,305                     --          (3,762)             --              --             --          (3,762)
                           --------------  --------------  --------------  -------------  --------------  --------------
Net earnings               $      45,358   $      52,319   $      40,013   $          --  $     (92,332)  $      45,358
                           ==============  ==============  ==============  =============  ==============  ==============
</TABLE>


CONSOLIDATED  BALANCE  SHEET
DECEMBER  31,  2001
<TABLE>
<CAPTION>



                                                                                                           MacDermid
                                                                                                         Incorporated
                                                                                                              And
                                                                          Unrestricted                   Subsidiaries
<PAGE>
                            MacDermid      Guarantor      Nonguarantor    Nonguarantor                   December 31,
<S>                       <C>            <C>             <C>             <C>             <C>             <C>
                          Incorporated   Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
------------------------  -------------  --------------  --------------  --------------  --------------  -------------
ASSETS
------------------------
Current assets:
Cash and equivalents      $       4,419  $       1,881   $      10,261   $         506   $          --   $      17,067
Accounts receivables,
 net                             14,361         28,107         106,645          15,117              --         164,230
Due (to)/from affiliates        246,066       (184,474)        (39,295)        (22,297)             --              --
Inventories                      17,442         35,849          49,314           8,429              --         111,034
Prepaid expenses                    779          2,707           4,582              --              --           8,068
Deferred income taxes             9,781             --           3,451             599              --          13,831
                          -------------  --------------  --------------  --------------  --------------  -------------
Total current asset             292,848       (115,930)        134,958           2,354              --         314,230

Property, plant and
equipment, net                   20,231         57,730          54,702          19,819              --         152,482
Goodwill, net                    16,056         80,221          99,187          27,107              --         222,571
Intangibles, net                     --         11,219          26,106             100              --          37,425
Deferred income taxes            28,376             --           2,624           1,109              --          32,109
Investments in
 subsidiaries                   231,820        224,639           9,193              --        (465,652)             --
Other assets, net                12,153          9,326           9,648             941              --          32,068
                          -------------  --------------  --------------  --------------  --------------  -------------
                          $     601,484  $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                          =============  ==============  ==============  ==============  ==============  =============
</TABLE>



<TABLE>
<CAPTION>


                                                                                                               MacDermid
                                                                                                              Incorporated
                                                                                                                  And
                                                                              Unrestricted                    Subsidiaries
<PAGE>
                               MacDermid       Guarantor      Nonguarantor    Nonguarantor                    December 31,
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
                             --------------  --------------  --------------  --------------  --------------  --------------
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current liabilities:
Notes payable                $          --   $          --   $       5,898   $       7,063   $          --   $      12,961
Current installments of
   long term obligations                --             148             482           4,984              --           5,614
Accounts payable                     8,630           9,091          28,649          15,018              --          61,388
Dividend payable                       643              --              --              --              --             643
Accrued compensation                 1,830           3,270           4,334             634              --          10,068
Accrued interest                    14,486              --              21              --              --          14,507
Accrued expenses other              21,639          14,980          19,783           1,909              --          58,311
Income taxes                        (2,533)          7,785           5,214               2              --          10,468
                             --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities           44,695          35,274          64,381          29,610              --         173,960

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

Shareholders' equity:
Common stock                        46,410             (99)          3,809               3          (3,713)         46,410
Additional paid-in capital          16,923         125,936         100,248          10,260        (236,444)         16,923
Retained earnings                  218,619         126,625         135,166          (1,891)       (259,900)        218,619
Accumulated other
   comprehensive income:
Foreign currency
   translation                     (19,303)        (20,642)        (11,629)            820          34,405         (16,349)
Minimum pension
 liability
   decrease (increase)                  --              --          (2,954)             --              --          (2,954)
Hedging activities                    (276)             --              --              --              --            (276)
Less cost common shares
   in treasury                     (58,942)             --              --              --              --         (58,942)
                             --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity         203,431         231,820         224,640           9,192        (465,652)        203,431
                             --------------  --------------  --------------  --------------  --------------  --------------

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


CONSOLIDATED  BALANCE  SHEET
MARCH  31,  2001
<TABLE>
<CAPTION>


                                                                                                            MacDermid
                                                                                                          Incorporated
                                                                                                               And
                                                                           Unrestricted                   Subsidiaries
<PAGE>
                            MacDermid       Guarantor      Nonguarantor    Nonguarantor                     March 31,
<S>                       <C>             <C>             <C>             <C>             <C>             <C>
                          Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
------------------------  --------------  --------------  --------------  --------------  --------------  -------------
ASSETS
------------------------
Current assets:
Cash and equivalents      $       4,301   $       2,233   $       4,585   $       1,427   $          --   $      12,546
Accounts receivables,
 net                             21,797          37,009         118,581          17,377              --         194,764
Due (to)/from affiliates        211,059        (260,096)         68,706         (19,446)           (223)             --
Inventories                      27,722          49,466          54,872           9,482             (29)        141,513
Prepaid expenses                   (732)          2,532           4,548              17              --           6,365
Deferred income taxes             4,406           2,366           3,237             337              --          10,346
                          --------------  --------------  --------------  --------------  --------------  -------------
Total current asset             268,553        (166,490)        254,529           9,194            (252)        365,534

Property, plant and
equipment, net                   28,483          72,538          62,600          19,957              --         183,578
Goodwill, net                    35,191          34,691         141,217          24,747             252         236,098
Intangibles, net                     --          67,928            (911)            118              --          67,135
Deferred income taxes             4,877              --             156             526              --           5,559
Investments in
 subsidiaries                   274,656         295,645          10,796              --        (581,097)             --
Other assets, net                 6,887          20,647            (822)            222             (13)         26,921
                          --------------  --------------  --------------  --------------  --------------  -------------
                          $     618,647   $     324,959   $     467,565   $      54,764   $    (581,110)  $     884,825
                          ==============  ============== ===============  ==============  ==============  =============
</TABLE>



<TABLE>
<CAPTION>


                                                                                                               MacDermid
                                                                                                              Incorporated
                                                                                                                  And
                                                                              Unrestricted                    Subsidiaries

<PAGE>
                               MacDermid       Guarantor      Nonguarantor    Nonguarantor                     March 31,
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
                             --------------  --------------  --------------  --------------  --------------  --------------
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current liabilities:
Notes payable                $          --   $          --   $       2,167   $       9,581   $          --   $      11,748
Current installments of
   long term obligations            62,125           2,299             329           3,764              --          68,517
Accounts payable                    13,981          15,284          33,683          18,256              --          81,204
Dividend payable                       623              --              --              --              --             623
Accrued compensation                 2,834           4,546           9,294           1,447              --          18,121
Accrued interest                     4,895              --              12              --              --           4,907
Accrued expenses other               9,862          14,040          18,518           1,670              --          44,090
Income taxes                        (3,882)          4,430           9,996             104             (13)         10,635
                             --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities           90,438          40,599          73,999          34,822             (13)        239,845

Long-term obligations              293,454           8,564          82,031           8,570              --         392,619
Accrued postretirement               4,086              83          13,414            (228)             --          17,355
Deferred income taxes                   --           1,057           2,476             804              --           4,337
                             --------------  --------------  --------------  --------------  --------------  --------------
   Total liabilities               387,978          50,303         171,920          43,968             (13)        654,156

Shareholders' equity:
Common stock                        45,408             (99)          4,291               6          (4,198)         45,408
Additional paid-in capital          16,437         129,256         201,346          10,830        (341,432)         16,437
Retained earnings                  249,460         167,289         115,412          (1,010)       (281,691)        249,460
Accumulated other
   comprehensive income:
Foreign currency
   translation                     (22,329)        (21,790)        (15,734)            970          46,224         (12,659)
Minimum pension liability
   decrease (increase)                  --              --          (9,670)             --              --          (9,670)
Less cost common shares
   in treasury                     (58,307)             --              --              --              --         (58,307)
                             --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity         230,669         274,656         295,645          10,796        (581,097)        230,669
                             --------------  --------------  --------------  --------------  --------------  --------------

                             $     618,647   $     324,959   $     467,565   $      54,764   $    (581,110)  $     884,825
                             ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  DECEMBER  31,  2001
<TABLE>
<CAPTION>


                                                                                                               MacDermid
                                                                                                              Incorporated
                                                                                                                  And
                                                                              Unrestricted                    Subsidiaries
<PAGE>
                               MacDermid       Guarantor      Nonguarantor    Nonguarantor                    December 31,
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows from
operating activities:
Net earnings                       (28,912)        (29,106)         24,551            (879)          5,434         (28,912)
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation                         2,998           5,736           6,035           3,221              --          17,990
Amortization                         3,095           2,489             473              27              --           6,084
Provision for bad debts              1,774           1,877           2,072             263              --           5,986
Deferred income taxes              (27,134)           (319)            421            (918)             --         (27,950)
Minority interests                      --              --              --             110              --             110
Equity in
(earnings)/losses of
subsidiaries                        29,106         (24,551)            879              --          (5,434)             --
Impairment charge                    7,720          42,110           1,972              --              --          51,802
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
 receivables                         5,663           6,257          10,447           2,251              --          24,618
Decrease (increase) due
 to/from affiliates                 (4,247)           (772)          5,221            (202)             --              --
Decrease (increase) in
 inventories                        10,280          13,323           5,539           1,194              --          30,336
Decrease (increase) in
 prepaid expenses                   (1,512)           (259)             45              17              --          (1,709)
Increase (decrease) in
 accounts payable                   (5,331)         (5,914)         (5,352)         (3,502)             --         (20,099)
Increase (decrease) in
 accrued expenses                   17,755            (528)         (2,389)           (569)             --          14,269
Increase (decrease) in
 income tax liabilities              1,477           3,650          (5,127)           (102)             --            (102)
Other                               (4,379)         14,467           1,785            (731)             --          11,142
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows provided by
   operating activities:            8,353          28,460          46,572             180              --          83,565
                             --------------  --------------  --------------  --------------  --------------  --------------
Cash flows from
Investing activities:
Capital expenditures                  (242)         (1,023)         (2,643)         (3,026)             --          (6,934)
Proceeds from
disposition
   of fixed assets                     202               7           1,974             248              --           2,431
                             --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
    investing activities               (40)         (1,016)           (669)         (2,778)             --          (4,503)
                             --------------  --------------  --------------  --------------  --------------  --------------

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

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

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


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  DECEMBER  31,  2000
<TABLE>
<CAPTION>

(unaudited)

                                                                                                              MacDermid
                                                                                                             Incorporated
                                                                                                                 And
                                                                             Unrestricted                    Subsidiaries
<PAGE>
                               MacDermid       Guarantor      Nonguarantor   Nonguarantor                    December 31,
<S>                          <C>             <C>             <C>             <C>            <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries   Eliminations             2000
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash flows from
Operating activities:
Net earnings                        30,192          29,716          24,222              --        (53,938)         30,192
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation                         2,983           5,902           6,744              --             --          15,629
Amortization                         4,046           8,403           3,325              --             --          15,774
Provision for bad debts              1,091             746             927              --             --           2,764
Deferred income taxes                1,626          (4,723)         (1,012)             --             --          (4,109)
Equity in
(earnings)/losses of
subsidiaries                       (29,716)        (24,222)             --              --         53,938              --
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
 receivables                         8,378          (5,382)        (14,098)             --             --         (11,102)
Decrease (increase) due
 to/from affiliates                (40,249)         39,697             552              --             --              --
Decrease (increase) in
 inventories                         4,019         (11,146)         (3,171)             --             --         (10,298)
Decrease (increase) in
 prepaid expenses                      676            (345)         (1,991)             --             --          (1,660)
Increase (decrease) in
 accounts payable                   (1,024)           (258)          1,806              --             --             524
Increase (decrease) in
 accrued expenses                   (8,971)          7,708          (2,955)             --             --          (4,218)
Increase (decrease) in
 income tax liabilities             (1,742)          8,684          (1,173)             --             --           5,769
Other                               54,171         (60,584)          6,813              --             --             400
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash flows (used in) /
  provided by
    operating activities:           25,480          (5,804)         19,989              --             --          39,665
                             --------------  --------------  --------------  --------------  --------------  -------------

Cash flows from
Investing activities:
Capital expenditures                (1,164)         (2,626)         (6,743)             --             --         (10,533)
Proceeds from
disposition
   of fixed assets                   4,184             407              --              --             --           4,591
Acquisition of
businesses                              --         (50,000)        (20,874)             --             --         (70,874)
Dispositions of
businesses                             550              --              --              --             --             550
                             --------------  --------------  --------------  -------------  --------------  --------------
Net cash flows provided
  by / (used in)
    investing activities             3,570         (52,219)        (27,617)             --             --         (76,266)
                             --------------  --------------  --------------  --------------  --------------  -------------

Financing activities:
Short-term (repayments)
   borrowings - net                (27,472)         19,898          (2,375)             --             --          (9,949)
Long-term borrowings                10,000          53,000          21,244              --             --          84,244
Long-term repayments               (16,389)        (13,549)         (7,414)             --             --         (37,352)
Acquisition of treasury
 stock                                (196)             --              --              --             --            (196)
Dividends paid                       4,239             366          (6,474)             --             --          (1,869)
                             --------------  --------------  --------------  --------------  --------------  -------------
Net cash flows provided
  by / (used in)
    financing activities           (29,818)         59,715           4,981              --             --         (34,878)
                             --------------  --------------  --------------  --------------  --------------  -------------

Effect of exchange rate
changes on
  on cash and equivalents                5             409          (1,075)             --             --            (661)
                             --------------  --------------  --------------  --------------  --------------  -------------

Net increase (decrease)
  in
  cash and equivalents                (763)          2,101          (3,722)             --             --          (2,384)
Cash and cash
equivalents
  at beginning of year               5,742           2,725          11,649              --             --          20,116
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash and cash
equivalents
  a end of period           $       4,979   $       4,826   $       7,927   $          --  $          --   $      17,732
                             ==============  ==============  ==============  ==============  ==============  =============
</TABLE>


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>


                                                                                                               MacDermid
                                                                                                              Incorporated
                                                                                                                  And
                                                                              Unrestricted                    Subsidiaries
<PAGE>
                               MacDermid       Guarantor      Nonguarantor    Nonguarantor                     March 31,
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations             2001
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash flows from
Operating activities:
Net earnings                        34,804          39,928          38,003          (1,010)        (76,921)         34,804
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation                         3,990           8,738           8,226           1,239              --          22,193
Amortization                         6,101          10,367           3,804             369              --          20,641
Provision for bad debts              1,641           1,222             946              50              --           3,859
Deferred income taxes               (2,573)         (4,899)          2,056             (63)             --          (5,479)
Equity in
(earnings)/losses of
Subsidiaries                       (39,928)        (38,003)          1,010              --          76,921              --
Impairment charge                       --           3,945             855              --              --           4,800
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
 receivables                        12,836          (9,092)        (11,863)           (623)             --          (8,742)
Decrease (increase) due
 to/from affiliates                 35,406         191,412        (246,509)         19,691              --              --
Decrease (increase) in
 inventories                         4,752         (12,576)         (6,838)         (1,469)             --         (16,131)
Decrease (increase) in
 prepaid expenses                    2,156           1,081          (2,783)            (19)             --             435
Increase (decrease) in
 accounts payable                   (2,849)         (2,996)          1,462           4,491              --             108
Increase (decrease) in
 accrued expenses                   (7,639)           (825)          1,695           1,677              --          (5,092)
Increase (decrease) in
 income tax liabilities             (1,214)           (451)          7,917            (434)             --           5,818
Other                               58,939        (142,953)         91,799          (5,929)             --           1,856
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash flows (used in) /
  provided by
    operating activities:          106,422          44,898        (110,220)         17,970              --          59,070
                             --------------  --------------  --------------  --------------  --------------  -------------

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

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

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

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


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>


                                                                                                              MacDermid
                                                                                                             Incorporated
                                                                                                                 And
                                                                             Unrestricted                    Subsidiaries
<PAGE>
                               MacDermid       Guarantor      Nonguarantor   Nonguarantor                     March 31,
<S>                          <C>             <C>             <C>             <C>            <C>             <C>
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries   Eliminations             2000
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash flows from
Operating activities:
Net earnings                        45,358          52,319          40,013              --        (92,332)         45,358
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation                         4,168           5,339           9,388              --             --          18,895
Amortization                         9,963           6,313           1,287              --             --          17,563
Provision for bad debts                423             816           1,234              --             --           2,473
Deferred income taxes               (5,352)         (1,014)          2,372              --             --          (3,994)
Equity in
(earnings)/losses of
subsidiaries                       (52,319)        (40,013)             --              --         92,332              --
Changes in assets and
liabilities net of effects
of acquisitions and
dispositions:
Decrease (increase) in
 receivables                           (97)            336          (8,821)             --             --          (8,582)
Decrease (increase) due
 to/from affiliates                 28,126           3,262         (31,388)             --             --              --
Decrease (increase) in
 inventories                        (4,968)          6,332          (7,805)             --             --          (6,441)
Decrease (increase) in
 prepaid expenses                     (576)          1,661           4,126              --             --           5,211
Increase (decrease) in
 accounts payable                    1,039          (2,650)        (10,167)             --             --         (11,778)
Increase (decrease) in
 accrued expenses                    7,387          (6,474)          1,482              --             --           2,395
Increase (decrease) in
 income tax liabilities              2,693            (312)           (796)             --             --           1,585
Other                              (13,036)           (853)         11,038              --             --          (2,851)
Cash flows provided by       --------------  --------------  --------------  --------------  --------------  -------------
    Operating activities:           22,809          25,062          11,963              --             --          59,834
                             --------------  --------------  --------------  --------------  --------------  -------------

Cash flows from
Investing activities:
Capital expenditures                (3,705)         (4,751)        (15,583)             --             --         (24,039)
Proceeds from
disposition
   of fixed assets                       2           1,705          (1,066)             --             --             641
Proceeds from available-
for-sale securities                  1,147              --              --              --             --           1,147
Acquisitions of
 businesses                             --              --         (26,351)             --             --         (26,351)
Dispositions of
 businesses                             --              --          11,665              --             --          11,665
Net cash flows (used in)     --------------  --------------  --------------  --------------  --------------  -------------
    investing activities            (2,556)         (3,046)        (31,335)             --             --         (36,937)
                             --------------  --------------  --------------  --------------  --------------  -------------

Financing activities:
Short-term (repayments)
   borrowings - net                (11,945)         (5,603)         16,478              --             --          (1,070)
Long-term borrowings                    --           7,348          10,002              --             --          17,350
Long-term repayments               (25,292)         (8,725)         (2,923)             --             --         (36,940)
Dividends paid                      21,193         (10,776)        (12,550)             --             --          (2,133)
                             --------------  --------------  --------------  --------------  --------------  -------------
Net cash flows provided
  by / (used in)
    financing activities           (16,044)        (17,756)         11,007              --             --         (22,793)
                             --------------  --------------  --------------  --------------  --------------  -------------

Effect of exchange rate
changes on
  on cash and
equivalents                              2          (2,291)          4,673              --             --           2,384
                             --------------  --------------  --------------  -------------  --------------  --------------

Net increase (decrease)
in
  cash and equivalents               4,211           1,969          (3,692)             --             --           2,488
Cash and cash
equivalents
  at beginning of year               1,531             756          15,341              --             --          17,628
                             --------------  --------------  --------------  --------------  --------------  -------------
Cash and cash
equivalents
  at end of period           $       5,742   $       2,725   $      11,649   $          --  $          --   $      20,116
                             ==============  ==============  ==============  ==============  ==============  =============
</TABLE>


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

     The  financial  information  in  this  report,  including  the  audited
consolidated  financial statements, has been prepared by management. Preparation
of  consolidated  financial  statements  and  related  data  involves the use of
judgment.  Accounting  principles  used  in  preparing  consolidated  financial
statements  are  those  that  are  generally  accepted  in  the  United  States.
     To  safeguard Corporate assets, it is important to have a sound but dynamic
system  of  internal  controls  and procedures that balances benefits and costs.
The  Corporation  employs professional financial managers whose responsibilities
include  implementing  and overseeing the financial control system, reporting on
management's  stewardship  of  assets  entrusted  to  it  by  share  owners  and
performing  accurate  and  proper  maintenance  of  the  accounts.
     Management  has  long  recognized  its  responsibility  for  conducting the
affairs  of  the  Corporation  and  its  affiliates  in  an ethical and socially
responsible  manner.  MacDermid,  Incorporated  is  dedicated  to  the  highest
standards  of  integrity.  Integrity  is  not  an  occasional requirement, but a
continuing  commitment.
     KPMG  LLP  conducts  an  objective,  independent  review  of  management's
fulfillment  of  its  obligations relating to the fairness of reported operating
results  and  financial condition. Their report for transition year 2001 appears
below  this  statement.
     The  Audit  Committee  of  the  Board  of  Directors,  consisting solely of
Directors independent of MacDermid, Incorporated, maintains an ongoing appraisal
on  behalf  of the share owners of the effectiveness of the independent auditors
and  the  Corporation's staff of financial and operating management with respect
to  the  financial  and  internal  controls.

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


INDEPENDENT  AUDITORS'  REPORT
KPMG  LLP  (Logo)
Certified  Public  Accountants               One  Financial  Plaza
                         Hartford,  CT  06103-4103
The  Board  of  Directors  and  Shareholders
MacDermid,  Incorporated

     We  have audited the accompanying consolidated balance sheets of MacDermid,
Incorporated  and  subsidiaries  as of December 31, 2001 and March 31, 2001, and
the  related  consolidated  statements  of  earnings, comprehensive income, cash
flows and changes in shareholders' equity for the nine months ended December 31,
2001  and  each of the years in the two-year period ended March 31, 2001.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.
     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in  the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.
     In  our  opinion,  the consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial position
of  MacDermid,  Incorporated  and subsidiaries as of December 31, 2001 and March
31,  2001, and the results of their operations and their cash flows for the nine
months  ended December 31, 2001 and for each of the years in the two-year period
ended March 31, 2001 in conformity with accounting principles generally accepted
in  the  United  States  of  America.
     As  discussed  in  Notes  to  Consolidated  Financial  Statements  Note  1,
effective  April  1,  2001, the Corporation: 1) changed its method of accounting
for  employee  stock  options  by  adopting  the  fair value expense recognition
provisions  of  Statement  of  Financial  Accounting  Standards  ("SFAS")  123,
Accounting for Stock-Based Compensation, 2) changed its method of accounting for
derivatives  to  conform to the provisions of SFAS133, Accounting for Derivative
Instruments  and Hedging Activities, and 3) changed its method of accounting for
goodwill and other intangibles to conform to the provisions of SFAS141, Business
Combinations  and  SFAS142,  Goodwill  and  Other  Intangible  Assets.

/s/KPMG  LLP

February  4,  2002



FIVE  YEAR  SELECTED  FINANCIAL  DATA
(In  thousands,  except  per  share  amounts)
<TABLE>
<CAPTION>


                                               Nine Months
                                                  Ended
                                               December 31,          Twelve  Months  Ended  March 31,
<S>                                           <C>             <C>       <C>       <C>       <C>
                                                       2001       2001      2000      1999        1998
OPERATING RESULTS
--------------------------------------------  --------------  --------  --------  --------  ----------
Net Sales                                     $     533,860   $794,776  $758,080  $612,801  $  528,567
Income (loss) Before Extraordinary Charge     $     (28,912)  $ 34,804  $ 49,120  $ 55,626  $   31,389
Net Earnings (loss)                           $     (28,912)  $ 34,804  $ 45,358  $ 55,626  $   29,758
Diluted Earnings (loss) Per Common Share (1)  $       (0.91)  $   1.07  $   1.40  $   1.72  $     0.92

FINANCIAL POSITION AT YEAR END
--------------------------------------------  --------------  --------  --------  --------  ----------
Total Assets                                  $     790,885   $884,825  $790,492  $737,289  $  498,195
Long-term Debt (includes Short-term Portion)  $     399,402   $461,136  $406,697  $406,381  $  263,567

SHARE DATA
--------------------------------------------  --------------  --------  --------  --------  ----------
Cash Dividends Per Common Share (1)           $        0.06   $   0.08  $   0.08  $   0.08  $     0.07
<FN>

(1)  Per  share  data  has  been  restated  to  reflect the effect of an 3 for-1 stock split effective
February  6,  1998.
</TABLE>

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

SELECTED  QUARTERLY  RESULTS
<TABLE>
<CAPTION>


                                                     Transition  Year  2001  by  Quarters
                              ---------------------------------------------------------------------------
                                          June               September    December    March      Total
                              -----------------------------  ----------  ----------  --------  ----------
<S>                           <C>                            <C>         <C>         <C>       <C>
Net Sales                     $                     185,094  $  171,663  $ 177,103   n/a       $ 533,860
Gross Profit                  $                      78,059  $   71,272  $  73,808   n/a       $ 223,139
Net Earnings (loss)           $                       7,899  $    4,170  $ (40,981)  n/a       $ (28,912)
Diluted earnings per common
 share                        $                        0.24  $     0.13  $   (1.28)  n/a       $   (0.91)

                                                       Fiscal  Year  2001  by  Quarters
                              ---------------------------------------------------------------------------
                              June                           September   December    March     Total
                              -----------------------------  ----------  ----------  --------  ----------
Net Sales
Gross Profit                  $                     187,063  $  198,720  $ 197,200   $211,793  $ 794,776
Net Earnings                  $                      91,657  $   89,742  $  86,250   $ 86,901  $ 354,550
Diluted earnings per common
 share                        $                      13,784  $    9,376  $   7,032   $  4,612  $  34,804
                              $                        0.43  $     0.29  $    0.21   $   0.14  $    1.07
</TABLE>


MARKET  RANGE  TRADING  RECORD
<TABLE>
<CAPTION>


                                 Transition  Year  2001           Fiscal    2001
                                 ---------------------------  -----------------------
<S>                              <C>          <C>     <C>     <C>      <C>     <C>
QUARTER                          High                 Low     High             Low
                                 -----------          ------  -------          ------
June                             $     18.85          $16.00  $ 27.50          $18.75
September                        $     18.00          $12.40  $ 29.12          $19.25
December                         $     17.60          $11.49  $ 22.38          $16.25
March                            n/a                  n/a     $ 21.56          $15.70

Closing price December 31, 2001
 and March 31, 2001                           $16.95                   $18.08
</TABLE>


DIVIDEND  RECORD
<TABLE>
<CAPTION>


           Transition  Year  2001                Fiscal    2001
           ------------------------------  ----------------------------
<S>        <C>         <C>      <C>        <C>       <C>      <C>
           Record      Payable  Amount     Record    Payable  Amount
           Date        Date     Declared   Date      Date     Declared
           ----------  -------  ---------  --------  -------  ---------
QUARTER
June          6/15/01   7/3/01  $    0.02   6/15/00   7/3/00  $    0.02
September     9/15/01  10/2/01  $    0.02   9/15/00  10/2/00  $    0.02
December     12/15/01   1/8/02  $    0.02  12/15/00  1/10/01  $    0.02
March           n/a      n/a         n/a    3/15/01   4/2/01  $    0.02
</TABLE>




CORPORATE  INFORMATION
DIRECTORS:
Daniel  H.  Leever,  Chairman  of  the  Board  and  Chief  Executive  Officer
Donald  G.  Ogilvie,  Executive  Vice  President,American  Bankers  Association
Joseph  M.  Silvestri,  Vice  President  of  Citicorp  Venture  Capital  Ltd.
James  C.  Smith,  Chairman  of  the  Board  and  Chief  Executive
Officer,  Webster  Financial  Corporation
T.  Quinn  Spitzer,  Jr.,  Partner  of  McHugh  Consulting
Robert  Ecklin,  Executive  Vice  President  of  Corning


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


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


SEC  FORM  10-K:
The  Annual  Report  and  the  SEC  Form  10-K  report  are  available  at  the
Corporation's  website  (www.macdermid.com)  and  also without charge by written
request  to:
Corporate  Secretary
MacDermid,  Incorporated
245  Freight  Street
Waterbury,  CT  06702


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


SHAREHOLDERS'  QUESTIONS:
Shareholders with questions concerning non-receipt of dividend checks, obtaining
a  duplicate  1099  statement, or of a general nature can call 1-877-268-5209 or
should  write  to:
     The  Bank  of  New  York
     Shareholder  Relations  Department  -  11E
     P.O.  Box  11258  -  Church  Street  Station
     New  York,  NY  10286
Send  certificates  for  transfer  and  address  changes  to:
The  Bank  of  New  York
Receive  and  Deliver  Department
P.O.  Box  11002  -  Church  Street  Station
New  York,  NY  10286
A  systematic investment service is available to all MacDermid shareholders. The
service  permits  investment  of MacDermid, Incorporated dividends and voluntary
cash  payments  in  additional  shares  of  MacDermid  stock.


MARKET  &  DIVIDEND  INFORMATION:
The  common  shares  of MacDermid, Incorporated are traded on the New York Stock
Exchange  (Symbol:  MRD).  Price and shares traded are listed in principal daily
newspapers and are supplied by NYSE. Approximate number of Registered Holders as
of  March  1,  2002  -  800.  CUSIP-554273  102.


ANNUAL  MEETING:
The  Annual  Meeting  of  Shareholders will be held on Wednesday, May 1, 2002 at
2:00  p.m.,  at  the  Mattatuck  Museum,  144  West  Main Street, Waterbury, CT.