UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C., 20549-1004

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                   For the fiscal year ended December 31, 2003
                                       OR
     (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                 EXCHANGE ACT OF
                                      1934
                   For the transition period from ____to______

                         Commission file number 1-13889

                             MACDERMID, INCORPORATED
             (Exact name of Registrant as specified in its Charter)

                  Connecticut                                   06-0435750
          (State  of  Incorporation)                    (IRS  Employer I.D. No.)

            245  Freight  Street,  Waterbury,  Connecticut           06702-0671
             (Address  of  principal  executive  offices)           (Zip  Code)

        Registrant's Telephone Number, including Area Code (203) 575-5700

        Securities registered pursuant to Section 12(g) of the Act:  NONE
     Securities  registered  pursuant  to  Section  12(b)  of  the  Act:
     Title  of  each  class         Name  of  each  exchange on which registered
     ----------------------               ---------------------------------
     -----
     Common  Stock  Without  Par  Value               New  York  Stock  Exchange
     9.125%  Senior  Subordinated  Notes  due  2011     New  York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by section 13 or 15(d) of the Securities and Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.
                              Yes   X   No
                                   ---     ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.
                              Yes   X   No
                                   ---     ---

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).
                              Yes   X   No
                                   ---     ---

The aggregate market value of Class B non-voting stock held by non-affiliates of
the  registrant  at  the  close  of business on June 30, 2003, was $$688,844,000
based  upon  the  last  sales price reported for such date on the New York Stock
Exchange.  The  number of shares of the Registrant's Common Stock outstanding as
of  March  1,  2004,  was  30,284,165  shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2003 Annual Report to Shareholders are
incorporated herein by reference into Parts I and II hereof and filed as Exhibit
13 to this Report.  The definitive proxy statement to be filed, and mailed to
the Corporation's stockholders on, or before 30 days prior to the Corporation's
annual meeting scheduled for April 27, 2004, is incorporated herein by reference
into Part III hereof.


                                Introductory  Note
This  Form  10-K/A  is being filed solely for the purpose of making revisions to
the  following  items  previously  included in our Form 10-K for the fiscal year
ended  December  31,  2003:
-     Exhibit  31.1  Principal Financial Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  31.2  Principal Executive Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  32  Written  Statement  of  Chief  Executive  Officer  and  Chief
Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  (18  U.S.C.  Section  1350)  and  for  the  purpose of complying with Rule
13a-14(b)  of  the  Securities  Exchange  Act  of  1934
-     Exhibit Index to 2003 Form 10-K Annual Report
These  items  are  hereby amended and restated to include the correct version of
the  certifications.  In addition, Exhibits 31.1 and 31.2 now represent separate
certifications  for  the Chief Financial Officer and the Chief Executive Officer
while  Exhibit  32  has  now  been  signed  by  both  certifying officers of the
Corporation.  The Exhibit Index to 2003 Form 10-K Annual Report is hereby
amended to reflect the proper names of each of these exhibits.
Except  as  described  above,  we  have  not  amended  or modified the financial
information or other disclosures contained in our Form 10-K as originally filed.
This  Form  10-K/A  does  not  reflect  events occurring after the filing of the
original  Form 10-K, nor does it modify or update the disclosures therein in any
way  other  than  as  required to reflect the amendments described above and set
forth  below.  The  following represents our Form 10-K in its entirety including
amendments  to  only  those  items  set  forth  above.




<PAGE>
                                     PART I
ITEM 1:BUSINESS
Item 1(a) GENERAL DEVELOPMENT OF BUSINESS
Established in Waterbury, Connecticut, in 1922, MacDermid, Incorporated and its
subsidiaries' (collectively, "the Corporation" or "MacDermid") common shares
have traded on the New York Stock Exchange under the symbol MRD since 1998.
Prior to that, and since 1966, its common shares were traded on the NASDAQ stock
exchange.    The Corporation develops, produces and markets a broad line of
specialty chemical products that are used worldwide.  These products are
supplied to the metal and plastic finishing markets for automotive and other
industrial applications, markets within the electronics industry to imprint
electrical patterns on circuit boards, the offshore oil and gas markets as
lubricants and cleaning agents for oil drilling and exploration and also to the
commercial printing and packaging industries for image transfer using offset or
flexographic printing applications, photopolymer plates and digital printers.
For a further description of the Corporation's business, see Items 1(b), 1(c)
and 1(d).
During 2001, the Corporation changed its fiscal year end from March 31, to
December 31.  Therefore, the results of operations for the period referred to as
"transition year 2001" covers a period of nine months, from April 1, 2001 to
December 31, 2001.
In January 2001, the Corporation acquired a 60% interest in Eurocir S.A. a
printed circuit board manufacturer.  In December 2003, the Corporation sold its
interest in Eurocir S.A. back to the minority shareholders.  During the period
the Corporation held Eurocir S.A. it reported an electronics manufacturing
segment.  Those operations have been reclassified as discontinued operations in
the Corporation's consolidated statement of earnings.
Item 1(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Corporation develops, manufactures, and markets over 5,000 proprietary
chemical compounds.  The Corporation operates on a worldwide basis, supplying
proprietary chemicals for two distinct segments, Advanced Surface Finishing and
Printing Solutions.  These segments are managed separately as each segment has
differences in technology and marketing strategies.  Item 1(c) of this report
provides information concerning the Corporation's classes of products and Item
1(d) of this report includes financial information concerning operations by
business segment and by geographic region as well as on a consolidated basis.
Additional information with respect to the business is shown in the Notes to
Consolidated Financial Statements portion of the Corporation's 2003 Annual
Report to Shareholders, included as Exhibit 13 to this Form 10-K, and is
incorporated by reference.
Item 1(c) NARRATIVE DESCRIPTION OF BUSINESS
(i)     MacDermid  develops,  manufactures and markets a broad line of specialty
chemicals,  solutions  and  other  products  for two distinct business segments;
Advanced  Surface  Finishing  and  Printing  Solutions.
The Advanced Surface Finishing segment proprietary chemical compounds are
primarily used for automotive, other industrial, electronics and offshore
applications.  In automotive and other industrial applications its products are
used for cleaning, activating, polishing, mechanical plating, mechanical
galvanizing, electro-plating, phosphatizing, stripping and coating, filtering,
anti-tarnishing and rust retarding for metal and plastic surfaces.  In
electronics applications its products are used to etch copper and imprint
electrical patterns on circuit boards.  In offshore oil and gas exploration its
chemicals and fluids are used in hydraulic systems as lubricants and cleaning
agents to assist in drilling and logging operations.  MacDermid also offers a
line of horizontal processing equipment primarily for the production of printed
circuit boards and chemical machining applications used in conjunction with
certain of its chemical products.
The Printing Solutions segment offers a complete line of offset and textile
printing blankets and photo-polymer plates that are used by commercial printing
and packaging industries.  These products allow for both image transfer in
flexographic applications and in offset printing applications.  Its products are
used to improve print quality and productivity for commercial printing.  It also
manufactures and markets a complete line of digital printers with color graphics
and other features.
In the Americas, MacDermid markets its entire line of proprietary products by
way of more than 260 sales and service personnel.  In certain areas of the
United States, distributors and manufacturing representatives also sell and
service many of its products.  The Corporation maintains chemical inventories at
approximately 14 distribution points throughout the United States.  Typically,
these facilities are leased or rented.  MacDermid owns and operates six
manufacturing facilities within the United States.  In Canada, Mexico and Brazil
the Corporation markets certain of its products through wholly owned
subsidiaries.
In Europe, the Corporation markets its proprietary products through wholly owned
subsidiaries.  European business is generated by way of more than 350 sales and
service representatives who are employed by the Corporation's subsidiaries
located in France, Germany, Great Britain, Italy, Holland, Spain, and Sweden.
MacDermid owns and operates manufacturing facilities in Spain, Great Britain,
Italy, France and Germany.  In Germany, a wholly owned subsidiary manufactures
and markets equipment in conjunction with the proprietary chemical business.
In the Asia-Pacific region, the Corporation markets its proprietary products
through either wholly owned subsidiaries or branch operations in Australia,
China/Hong Kong, Japan, Korea, New Zealand, Singapore, and Taiwan.  Asia-Pacific
business is generated by way of more than 275 sales and service representatives
who are employed by those local subsidiaries.  In addition, sales are made in
India, Indonesia, Malaysia, the Philippines, Sri Lanka, Thailand and Vietnam
directly or through distributors.  MacDermid owns and operates subsidiary
manufacturing facilities in Taiwan, mainland China, Japan, Australia and New
Zealand.
In other foreign markets some of the Corporation's proprietary chemicals are
sold in certain countries of South America, Europe and Asia through distributors
or are manufactured and sold through licensees.
Research in connection with proprietary products is performed principally in the
United States, with additional research support activities conducted in Great
Britain, Spain, France and Japan.
Chemicals, supplies and equipment manufactured by others and resold by MacDermid
consist of basic chemicals, automatic plating conveyors, barrel plating and
pollution control equipment, rectifiers, pumps and filters.  Resale items are
marketed in conjunction with and as an aid to the sale of proprietary chemicals.
(ii)     The Corporation has the following three classes of principal products:
(a) chemical  compounds,  printing  plates  and  blankets  produced  by  the
Corporation,  most  of  which are the result of its own research and development
and,  therefore,  are  referred  to  as  proprietary  products;
(b) resale non-proprietary chemicals and supplies; and
(c) equipment in support of the chemical business of which approximately 15% is
manufactured by the Corporation.
The following table sets forth the classes of the Corporation's products and the
respective percentage of total consolidated revenue for fiscal year 2003 and the
previous two fiscal periods:

<TABLE>
<CAPTION>



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

Class of Products . . . . . .  Fiscal Year 2003   Fiscal Year 2002   Transition Year 2001
-----------------------------  -----------------  -----------------  ---------------------
Proprietary chemicals . . . .                94%                94%                    94%
Resale chemicals and supplies                 4%                 3%                     3%
Equipment . . . . . . . . . .                 2%                 3%                     3%

</TABLE>

(iii)     MacDermid uses in excess of 1,100 chemicals as raw materials in the
manufacture of its proprietary products.  With few exceptions, several domestic
sources of supply are available for all such raw materials and for resale
chemicals, supplies and equipment.  During fiscal year 2003, there were no
significant difficulties in obtaining raw materials essential to its business.
(iv)     For the year ended December 31, 2003, more than 20% of the
Corporation's proprietary sales were derived from products covered by patents
owned by MacDermid or produced under patent license agreements.  MacDermid owns
approximately 190 non-expired U.S. Patents, for which corresponding patents have
been obtained or are pending in most industrialized nations, and has more than
20 patent applications pending in the U.S.  In addition, the Corporation owns
approximately 445 non-expired foreign patents.  The patents owned by the
Corporation are important to its business and have varying remaining lives.
Although certain of these patents are increasingly more important to its
business, the Corporation believes that its ability to provide technical and
testing services to its customers and to meet the rapid delivery requirements of
its customers is equally, if not, more important.  In addition, MacDermid has
many proprietary products which are not covered by patents and which make a
large contribution to its total sales.  Further, the Corporation owns a number
of domestic and foreign trade names and trademarks for which it considers to be
of value in identifying MacDermid and its products.  The Corporation neither
holds nor has granted any franchises or concessions.
(v)     No material portion of the Corporation's business is seasonal.  The
Corporation records revenue from product sales, including freight charged to
customers, upon shipment to the customer if the collection of the resulting
receivable is probable.  The Corporation's stated shipping terms are customarily
FOB shipping point and do not include customer inspection or acceptance
provisions.  Equipment sales arrangements may include right of inspection or
acceptance provisions in which case revenue is deferred until these provisions
have been satisfied.  Where circumstances arise where title has not passed, or
revenue is not earned the Corporation defers revenue recognition in accordance
with criteria set forth in Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements.
(vi)     It is necessary to maintain finished goods inventory at locations
throughout the United States and in the foreign countries in which the
Corporation operates so that it may meet the rapid delivery requirements of its
customers.  This impacts working capital requirements by requiring a
considerable investment in inventories to service its customers.  Customer
payment terms, which vary by country, are generally in accord with local
industry practice.
(vii)     No major portion of the Corporation's business is dependent upon a
single customer or a few customers, the loss of whom would have a materially
adverse effect on its business.
(viii)     Since products are taken from inventory stock to ship against current
orders, there is essentially no backlog of orders for the Corporation's
proprietary chemical products.  MacDermid does not consider the absence of a
backlog to be significant.
(ix)     No portion of the Corporation's business is subject to re-negotiation
of profits or termination of contracts or subcontracts at the election of the
Government.
(x)     The Corporation provides a broad line of proprietary chemical compounds
and supporting services.  MacDermid has many competitors, estimated to be in
excess of 100 in some proprietary product areas.  Some large competitors operate
globally, as does MacDermid, but most operate locally or regionally.  To the
best of the Corporation's knowledge no single competitor competes with all its
proprietary products.  The Corporation maintains extensive support, technical
and testing services for its customers, and is continuously developing new
products.  Management believes that the Corporation's combined abilities to
manufacture, sell, service and develop new products and applications, enables it
to compete successfully both locally and worldwide.
(xi)     MacDermid spent approximately $19,869,000 during fiscal year 2003,
$19,104,000 during fiscal year 2002 and $14,922,000 for transition year 2001 on
research and development activities.  Substantially all research and development
activities were performed by the Corporation.
(xii)     For many years, MacDermid has developed proprietary products designed
to reduce the discharge of pollutant materials into the environment and
eliminate the use of certain targeted raw materials while enhancing the
efficiency of customer chemical processes.  For this reason, efforts to comply
with Federal, State and Local provisions, which have been enacted or adopted
regulating the discharge of materials into the environment, are expected to have
a positive effect upon the Corporation's competitive position.  Capital
expenditure for environmental control facilities and compliance has been
approximately $500,000 to $1,000,000 historically.  For the year ended December
31, 2003, spending of this nature continued at these levels and though difficult
to predict, future spending of this nature is likely to remain in this range.
(xiii)     As of December 31, 2003, MacDermid had 2,359 full time employees as
compared to 3,166 full time employees as of December 31, 2002, which included
646 full time employees associated with discontinued operations.
Item 1(d) FOREIGN AND DOMESTIC OPERATIONS
The Corporation's 2003 Annual Report to Shareholders, included as Exhibit 13 to
this Form 10-K and is incorporated by reference, provides information with
respect to business segment, geographic regions as well as on a consolidated
basis, including operating information and the effect upon shareholders' equity
of the translation of foreign currency financial statements.
ITEM 2: PROPERTIES

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



<S>                     <C>                                   <C>

LOCATION . . . . . . .  PRINCIPLE USE                         APPROXIMATE SQ. FT.
----------------------  ------------------------------------  -------------------
Waterbury, Connecticut  Headquarters, marketing offices,                  114,000
                        corporate service, customer support
                        and research labs
Denver, Colorado . . .  Executive offices                                  16,000
Middletown, Delaware .  Factory, warehouse, labs and offices               85,000
Ferndale, Michigan . .  Factory, warehouse and offices                     75,000
Cedar Rapids, Iowa . .  Factory, warehouse and offices                     25,000
Morristown, Tennessee.  Factory, warehouse and offices                    250,000
Atlanta, Georgia . . .  Offices and labs                                   65,000
San Marcos, California  Factory, warehouse, labs and offices              195,000
Pasadena, Texas. . . .  Factory, warehouse and offices                     35,000
Birmingham, England. .  Warehouse, labs and offices                       110,000
Birmingham, England. .  Factory and warehouse                             120,000
Wigan, England . . . .  Factory, warehouse and offices                     65,000
Cernay, France . . . .  Factory, warehouse and offices                    235,000
Dormans, France. . . .  Factory, warehouse, labs and offices               35,000
Evreux, France . . . .  Factory and warehouse                              68,000
Steinbach, France. . .  Factory and warehouse                             150,000
Villemeux, France. . .  Factory, warehouse and offices                     50,000
Pioltello, Italy . . .  Factory, warehouse and offices                     40,000
Barcelona, Spain . . .  Factory, warehouse, labs and offices               31,000
Hong Kong, China . . .  Warehouse, labs and offices                        30,000
Panyu, China . . . . .  Factory, warehouse, labs and offices               64,000
Hsin Chu, Taiwan . . .  Factory, warehouse, labs and offices               30,000
</TABLE>

The Corporation also owns property in Franklin Park and Waukeegan, Illinois;
Adams, Massachusetts; New Hudson, Michigan; Waterbury and Vernon, Connecticut.
Outside the United States, the Corporation also owns property in Droitwich,
England.  These properties are vacant and could be used for manufacturing should
the need arise, or could be leased or sold should an opportunity arise.
In addition, MacDermid leases office, laboratory, warehouse and manufacturing
facilities as needed.  During the year, such facilities were leased in
California, Massachusetts, Michigan, Minnesota, North Carolina, New Jersey,
Rhode Island, Texas, Vermont, Washington, Canada, Mexico, Holland, Italy,
France, Germany, Spain, Sweden, Australia, China, Japan, Korea, Singapore, New
Zealand and several other foreign countries.  All owned and leased facilities
are in good condition and are of adequate size for present business volume.
ITEM 3: LEGAL PROCEEDINGS
On 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 thousand and $10
thousand 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 alleged 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 these matters on November 28, 2001.  As a
result, MacDermid, Incorporated was required to pay fines and penalties totaling
$2.5 million, without interest, over six quarterly installments.  In addition,
the Corporation was required to pay $1.55 million to various local charitable
and environmental organizations and causes.  As of June 30, 2003, the
Corporation had paid the full amounts for both of these arrangements.  The
Corporation has performed certain environmental audits and other environmentally
related actions and was placed on a two-year probation, which ended November 28,
2003.  The Corporation had recorded liabilities during the negotiation period
and therefore its results of operations and financial position were not affected
by these arrangements.
Various other legal proceedings are pending against the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the nature of its business.  Certain claims are covered by liability insurance.
The Corporation believes that the resolution of these claims, to the extent not
covered by insurance, will not individually or in the aggregate, have a material
adverse effect on its financial position or results of operations.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Corporation's security holders during
the fourth quarter of fiscal year 2003.
          PART II
ITEM 5: MARKET FOR MACDERMID'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Information with respect to the market for MacDermid's Common Stock, dividends
paid and other related information is contained in its 2003 Annual Report to
Shareholders included as Exhibit 13 to this form 10-K and incorporated by
reference.
ITEM 6: SELECTED FINANCIAL DATA
The selected financial data (Five Year Summary) is contained in MacDermid's 2003
Annual Report to Shareholders included as Exhibit 13 to this Form 10-K and
incorporated by reference.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
ITEM 7(a): QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MacDermid  is  exposed  to  market  risk  in  the  normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing  and  financing activities.  The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.  Management  continually  reviews  the  balance  between foreign currency
denominated  assets  and  liabilities  in  order  to  minimize the Corporation's
exposure  to  foreign  exchange  fluctuations.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 60% of the Corporation's
net sales and 70% of its identifiable assets are denominated in currencies other
than  the  US Dollar, predominantly the Euro, Pound Sterling, Yen, Hong Kong and
New  Taiwan Dollars.  For the year ended December 31, 2003, there was a positive
effect  of  foreign  currency translation on earnings of approximately $0.10 per
share,  or  6%.  The annual impact on operating cash flows historically has been
insignificant.
MacDermid  has  been  exposed  to  interest rate risk, primarily from its credit
facility  which  is  based  upon  various  floating  rates.  The Corporation had
entered  into  interest  rate  swap  agreements  for the purpose of reducing its
exposure  to  possible  future  changes in interest rates.  A remaining interest
rate swap is considered speculative as there are no outstanding borrowings under
the credit facility.  The Corporation reduced its exposure to interest rate risk
with  a  fixed  rate  bond offering during transition year 2001.  See Note 15 to
Consolidated  Financial  Statements, Financial Information for Guarantors of the
Corporation's  Bond  Offering.  Based  upon  the  Corporation's  current  debt
structure  and  expected  levels  of  borrowing in 2004, an increase in interest
rates  would  not  result  in  a  significant incremental interest expense.  The
Corporation  does  not  enter  into derivative financial instruments for trading
purposes  but  has  certain other supply agreements for raw material inventories
and  has  chosen  not  to  enter  into  any  price  hedging  with its suppliers.
Additional information about market risk is contained in MacDermid's 2003 Annual
Report to Shareholders included as Exhibit 13 to this Form 10-K and incorporated
by  reference.
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 43% of the business is concentrated
in  the printing industry, used for a wide variety of applications, while 24% of
the business is concentrated with manufacturers of printed circuit boards with a
wide  variety  of  end-use  applications.  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 accounts receivable balances and historical
experience,  are  adequate.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, including the notes thereto, of the
Corporation are contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated by reference.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
ITEM 9(a): CONTROLS AND PROCEDURES
The Corporation's principle executive and financial officers have evaluated the
effectiveness of the Corporation's disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of December 31, 2003.  Based on such evaluation, they have concluded
that, as of such date, the Corporation's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Corporation
in its reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
regulations and are operating in an effective manner.
No change in the Corporation's internal control over financial reporting (as
defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act)
occurred during the fiscal quarter ended December 31, 2003 that has materially
affected, or is reasonably likely to materially affect, the Corporation's
internal control over financial reporting.

PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.  Officers of the Corporation
are listed in Item 10(a), below.

In addition, the Corporation has for several years maintained a code of ethics
and business conduct applicable to its board of directors, principal executive
officer, principal financial officer as well as all of its other employees.  The
code of ethics is filed with this report as Exhibit 14.

Item 10(a) EXECUTIVE OFFICERS OF MACDERMID
The names, offices and ages (as of December 31, 2003) of the executive officers
of MacDermid, each of whom has been employed in their respective offices for
more than five years, except as noted, are as follows:

<TABLE>
<CAPTION>



<S>                     <C>     <C>

Daniel H. Leever . . .  age 55  Board Chairman (since 1998), Chief Executive
                                Officer (since 1990) and President (since 1989)

John L. Cordani. . . .  age 40  Corporate Secretary and General Counsel (since
                                2001 and previously from 1994 to 2000).  Between
                                May 2000 and July 2001 he was a partner at
                                Carmody and Torrance LLP

Gregory M. Bolingbroke  age 54  Senior Vice President, Finance (since 2003),
                                Treasurer (since 2000) and Corporate Controller
                                                                        (1995-2003)

Stephen Largan . . . .  age 36  Executive Vice President of Operations (since 2003)
                                Previously, since 2001 he was President of the
                                Printing Solutions division and since 1999 he was
                                Vice President of Finance.

</TABLE>

Richard Boehner was Vice President of Corporate Development, since 2001, until
his resignation in July 2003 at which time Salim Haji was named Vice President
of Corporate Development until his resignation in December 2003.
ITEM 11: EXECUTIVE COMPENSATION
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY RELATIONSHIPS
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.
ITEM 14: PRINCIPLE ACCOUNTING FEES AND SERVICES
The information called for by this item is hereby incorporated by reference from
the Corporation's definitive proxy statement to be filed pursuant to regulation
14A for the 2003 annual meeting of shareholders.

                                     PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1)     Financial Statements
The consolidated financial statements and report thereon of KPMG LLP, dated
February 9, 2004 are contained in MacDermid's 2003 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and incorporated herein by reference.
(2)     Financial Statement Schedules
The following schedules are filed as part of this Annual Report on Form 10-K.
This supplementary financial data should be read in conjunction with the
consolidated financial statements and comments thereto referred to above.
Schedules not included with this supplementary financial data have been omitted
because they are not applicable, are immaterial or the required information is
included in the consolidated financial statements or related notes to
consolidated financial statements.
Schedule II - Valuation and Qualifying Accounts and Reserves is contained in
MacDermid's 2003 Annual Report to Shareholders included as Exhibit 13 to this
Form 10-K and incorporated herein by reference.

<PAGE>
(3)     Exhibits
     The following exhibits are filed as part of, or incorporated by reference
into, this report on Form 10-K.

<TABLE>
<CAPTION>



<S>          <C>                                                                                <C>
             EXHIBIT INDEX TO 2003 FORM 10-K ANNUAL REPORT
Exhibit No.
3.1 . . . .  Restated Certificate of Incorporation, MacDermid, Incorporated amended as of       Attached
             January 16, 1998.
3.2 . . . .  Restated By-Laws of MacDermid, Incorporated amended as of May 21, 2001.            By reference
             Exhibit 3.2 to March 31, 2001 Form 10-K annual report, is incorporated by
             reference herein.
4 . . . . .  Credit Agreement, amended, dated as of April 28, 2003 among MacDermid,             By reference
             Incorporated, the banks signatory thereto and Bank of America, N.A. as agent,
             letter of credit issuing bank and swing line lender.  Exhibit 4 to May 15, 2003
             Form 10-Q quarterly report, is incorporated by reference herein.
10.1. . . .  MacDermid, Incorporated 1992 Special Stock Purchase Plan, amended as of            By reference
             November 1, 1992.  Exhibit 10 to 1993 Form 10-K annual report, is incorporated
             by reference herein.
10.2. . . .  MacDermid, Incorporated 1995 Equity Incentive Plan.  Exhibit 10.2 to 1996          By reference
             Form 10-K annual report, is incorporated by reference herein.
10.3. . . .  MacDermid, Incorporated 1998 Equity Incentive Plan.  Exhibit 10.3 to 1999          By reference
             Form 10-K annual report, is incorporated by reference herein.
10.4. . . .  MacDermid, Incorporated 2001 Equity Incentive Plans.  Appendix B to                By reference
             MacDermid's March 22, 2003 Schedule 14A, is incorporated by reference herein.
10.5. . . .  Severance Agreement.  Exhibit 10.5 to December 31, 2002 Form 10-K annual           By reference
             report, is incorporated by reference herein.
10.6. . . .  Employment Agreement                                                               Attached
11. . . . .  Computation of per share earnings.  Notes to consolidated financial statements     By reference
             from MacDermid's 2003 Annual Report to Shareholders, attached to this report
             as Exhibit 13.
13. . . . .  MacDermid's 2003 Annual Report to Shareholders, as required by Item 8.             Attached
14. . . . .  Code of Ethics of MacDermid, Incorporated                                          Attached
21. . . . .  Subsidiaries of MacDermid, Incorporated.                                           Attached
23. . . . .  Independent Auditors' Consent.                                                     Attached
24. . . . .  Powers of Attorney.                                                                Attached
31.1. . . .  Principal Financial Officer Certification under Section 302 of the Sarbanes-Oxley  Attached
             Act of 2002
31.2. . . .  Principal Executive Officer Certification under Section 302 of the Sarbanes-Oxley  Attached
             Act of 2002
32. . . . .  Written Statement of Chief Executive Officer and Chief Financial Officer           Attached
             furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
             Section 1350) and for the purpose of complying with Rule 13a-14(b) of the
             Securities Exchange Act of 1934
</TABLE>

     (b) Reports on Form 8-K
On December 24, 2003, the Corporation filed its Form 8-K to announce it had
divested of its 60% interest in Eurocir S.A., effectively ending its electronics
manufacturing activities.  The Form 8-K is incorporated herein by reference.

<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
                             MACDERMID, INCORPORATED
                                  (Registrant)
              Dated:  September 28, 2004 for the amended Form 10-K/A
                        crtifying the report as of March 15, 2004, date
                          o the original filing

By     /s/ Daniel H. Leever     By     /s/ Gregory M. Bolingbroke
     Daniel H. Leever          Gregory M. Bolingbroke
     Chairman, President          Senior Vice President, Finance
     and Chief Executive Officer


Daniel H. Leever, pursuant to powers of attorney, which are being filed with
this Annual Report on Form 10-K, has signed below on February 20, 2004 as
attorney-in-fact for the following directors of the Registrant:
Robert L. Ecklin
Donald G. Ogilvie
Joseph M. Silvestri
James C. Smith
T. Quinn Spitzer, Jr.
                              /s/ Daniel H. Leever
                                Daniel H. Leever