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

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] 
For the fiscal year ended March 31, 1997.
                                 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from                 to

                Commission file number       0-2413
                     MACDERMID, INCORPORATED
        (Exact name of Registrant as specified in its Charter)

           Connecticut                            06-0435750
  (State of incorporation)              (I.R.S. Employer I.D. No.)
245 Freight Street, Waterbury, Connecticut  06702-0671
 (Address of principal executive offices) 
Registrant's Telephone Number, including Area Code (203) 575-5700
Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:
     Title of Class   -   Common Stock Without Par Value

  Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  (  )

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

  The aggregate market value of the voting stock held by nonaffiliates of 
the Registrant as of May 31, 1997 (based on the closing price on such date 
as reported on Nasdaq Stock Market) was $194,546,000.

  The number of shares of Registrant's Common Stock outstanding as of May 
31, 1997 was 8,247,254 shares.

                DOCUMENTS INCORPORATED BY REFERENCE
  Portions of the Corporation's 1997 Annual Report to Shareholders are 
incorporated by reference into Parts I and II hereof and filed as Exhibit 
13 to this Report. The Proxy Statement mailed on or about June 23, 1997 to 
the Corporation's stockholders in connection with the annual meeting 
scheduled for July 23, 1997 are incorporated herein by reference into Part 
III hereof.



<PAGE>
                                                      -2-
                               PART I

Item 1(a)  GENERAL DEVELOPMENT OF BUSINESS

Incorporated in Connecticut in 1922, MacDermid, Incorporated and its 
subsidiaries (collectively, "MacDermid" or the "Corporation") develops, 
produces and markets a broad line of specialty chemical products which are
used in the metal and plastic finishing, electronics and photopolymer printing
industries.  MacDermid offers a line of horizontal processing equipment used
in the production of printed circuit boards and in chemical machining, through 
its wholly-owned subsidiary, MacDermid Equipment, Inc.  MacDermid also 
markets chemical supplies and equipment produced by others.

  In December 1995, MacDermid acquired the assets, subject to certain 
liabilities of the Electronics and Printing Division of Hercules 
Incorporated, forming a new wholly-owned subsidiary, MacDermid Imaging 
Technology, Inc., for that purpose.  The acquired business consists 
principally of the manufacture and sale of proprietary products 
including photoresists, used to imprint electrical patterns on circuit 
boards, and photopolymer printing, which reproduces quality graphics 
on package printing and in-store displays.  The acquisition, accounted 
for as a purchase transaction, was financed through bank borrowings and 
the issuance of preferred stock.

  In May 1995, the Corporation acquired certain assets of the Allied-
Kelite Company (a subsidiary of Witco Corporation), a major supplier of 
plating surface preparation proprietary chemical products to automotive, 
electronics, hardware and other industries.  The business, located 
primarily in the United States includes licensing of technology to 
companies in several other countries.  The acquisition, accounted for as 
a purchase and financed through borrowings, complements the Corporation's 
existing metal finishing and electronics business and provides cost 
benefits from consolidation.

  On August 1, 1994, MacDermid acquired, for approximately $26 million, 
2,555,697 shares of its common stock (approximately 24% of the shares then 
outstanding) through a  "Dutch Auction" self-tender offer.  The self-
tender was financed by bank borrowings.

  For a description of the Corporation's business, see Item 1(c) on the 
following page.

Item 1(b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

MacDermid has one primary industry segment which is the manufacture and 
sale of specialty chemicals used in finishing metals and non metallic 
surfaces, printing and in the marketing of supplies and equipment related 
to the use of these chemicals.

  Item 1(c) of this Report provides information concerning MacDermid's 
classes of products and Item 1(d) of this report includes financial 
information concerning operations by geographic area and on a 
consolidated basis.  Additional information with respect to the one 
primary business is shown in the portions of MacDermid's 1997 Annual 
Report to Shareholders, included as Exhibit 13 to this Form 10-K, and 
is incorporated by reference.


<PAGE>
                                                 -3-

Item 1(c)  NARRATIVE DESCRIPTION OF BUSINESS

  (i)  MacDermid produces and markets over 1,000 proprietary chemical 
compounds.  The proprietary chemical compounds are used for the following 
purposes: cleaning, activating and polishing, mechanical plating, 
mechanical galvanizing, electro-plating and phosphatizing metal surfaces, 
stripping of metal and final coating of metal surfaces, filtering, anti-
tarnishing and rust retarding and etching, imaging, deposition of metal 
and other chemical processes.  Research in connection with proprietary 
products is conducted principally in the United States, with additional 
research facilities in Japan.

  In North America, MacDermid markets its entire line of products in the 
United States through more than 110 sales and service personnel employed 
by it and, in certain areas of the United States, through distributors and
manufacturing representatives.  The Corporation maintains chemical 
inventories at more than 20 distribution points throughout the United States
which typically are leased or rented.  In Vermont a wholly owned subsidiary
manufactures and markets equipment in support of the proprietary chemical
business.  In Canada the Corporation both manufactures and markets certain
of its products through MacDermid Chemicals, Inc.

  In Europe, the Corporation markets its proprietary products through 
wholly owned subsidiaries.  European sales are made from inventory stock 
through approximately 55 sales and service representatives who are 
employed by the Corporation's subsidiaries located in France, Germany, 
Great Britain, Italy, Holland, Spain and Switzerland.  MacDermid owns 
and operates subsidiary manufacturing facilities in Spain and Great Britain.

  In the Asia/Pacific area, the Corporation markets its proprietary 
products through wholly owned subsidiaries in Australia, Hong Kong, 
Japan, Korea, New Zealand, Singapore, and Taiwan, and sales are made 
through more than 55 sales and service representatives who are employed 
by local subsidiaries.  In addition, sales are made in China, Thailand, 
Malaysia and The Philippines directly or through distributors.  MacDermid 
owns and operates subsidiary manufacturing facilities in Australia and Taiwan.

  In certain other foreign markets, MacDermid manufactures and sells 
certain of its proprietary chemicals and conducts research through 
wholly or majority owned subsidiaries.  In certain countries in South 
America, Europe and Asia, MacDermid products are sold through 
distributors or manufactured and sold through licensees.  

  Chemicals, supplies and equipment manufactured by others and resold by 
MacDermid consist of basic chemicals, automatic plating conveyors, barrel 
plating and pollution control equipment, rectifiers, pumps and filters.  
Resale items are marketed primarily in conjunction with and as an aid to 
the sale of proprietary chemicals.








<PAGE>

                                                     -4-

  MacDermid's principal products fall into the three following classes:

   (A)  Chemical compounds produced by MacDermid, most of
        which are the result of the Corporation's own research
        and development and, therefore, are referred to as
        proprietary products;

   (B)  Resale chemicals and supplies; and

   (C)  Equipment, of which more than 60% is manufactured
        by the Corporation.

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

  Class of Products                    1997      1996      1995

  Proprietary Chemicals                 88%       88%       90%

  Resale Chemicals
    and Supplies                         6%        6%        7%

  Equipment                              6%        6%        3%


  (ii)  MacDermid has not made a public announcement of, nor has 
information otherwise become public about, a new product or line of 
business requiring investment of a material amount of assets or which 
otherwise is material.

  (iii)  MacDermid uses in excess of 700 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 1997, there were no significant difficulties in obtaining raw 
materials essential to its business.

  (iv)  During fiscal 1997, approximately 20% of MacDermid's proprietary 
sales were derived from products covered by patents owned by the 
Corporation or produced under patent license agreements.  MacDermid owns 
more than 70 unexpired U.S. Patents, for which corresponding patents have 
been obtained or are pending in most industrialized nations, and has more 
than 20 patent applications pending in the U.S.  The patents owned by 
Registrant are important to its business and have varying remaining lives.

  Although certain of MacDermid's patents are increasingly more important 
to its business, it 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 which it considers to be of value in identifying 
MacDermid and its products.  MacDermid neither holds nor has granted any 
franchises or concessions.
<PAGE>
                                                    -5-

  (v)  No material portion of MacDermid's business is seasonal.

  (vi)  It is necessary to maintain finished goods inventory at locations 
throughout the United States and in the foreign countries in which the 
Corporation operates so that it may meet the rapid delivery requirements 
of its customers.  This impacts working capital requirements by requiring 
a considerable investment in inventories to service its customers.  
Customer payment terms, which vary by country, are generally in accord 
with local industry practice.

  (vii)  No major portion of MacDermid'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 MacDermid's 
proprietary chemical products.  MacDermid does not consider the absence 
of a backlog to be significant.

  (ix)  No material portion of MacDermid's business is subject to 
renegotiation 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.  MacDermid maintains extensive supporting technical and 
testing services for its customers, and is continuously developing new 
products.  Management believes that the Corporation's combined abilities 
to manufacture, sell, service and develop new products and applications 
enables it to compete successfully both locally and world-wide.

  (xi)  MacDermid spent approximately $10,850,000, $10,042,000 and
$9,644,000 during fiscal years 1997, 1996 and 1995, respectively, on 
research and development activities.  Substantially all research and 
development activities were sponsored by the Corporation, the greater 
percentage of which related to the development of new products.

  (xii) For many years, MacDermid has developed proprietary products 
designed to reduce the discharge of pollutant materials into the 
environment and eliminate the use  of certain targeted raw materials 
while enhancing the efficiency of customer chemical processes.  For 
this reason, efforts to comply with Federal, State and local provisions, 
which have been enacted or adopted regulating the discharge of materials 
into the environment, may have had a positive effect upon the 
Corporation's competitive position.  Capital expenditures of approx-
imately $6.9 million were made in fiscal 1997 and an estimated $1 
million will be spent for environmental control facilities in fiscal 1998.  
Though difficult to predict, future spending for this purpose is likely to 
average more than 10% of the capital budget.





<PAGE>
                                                 -6-

  (xiii)  MacDermid employed 1,086 and 1,083 full time, regular 
employees as of March 31, 1997 and 1996, respectively.

Item 1(d)  FOREIGN AND DOMESTIC OPERATIONS

MacDermid's 1997 Annual Report to Shareholders, included as Exhibit 13 to 
this Form 10-K and incorporated by reference, provides information with 
respect to the Corporation's geographic segments including operating 
information and the effect upon shareholder's equity of the translation 
of foreign currency financial statements.


Item 2  PROPERTIES

In the United States, MacDermid owns the following properties:

In Waterbury, Connecticut, a 51,700 square foot building, principally 
used for executive offices, marketing and corporate support, and a 
62,000 square foot research and customer service  facility, both of 
which are located on a 5.8 acre tract.  In addition, a 180,000 square 
foot wood brick and concrete building complex is principally used for 
manufacturing and warehousing but also includes some offices and 
laboratories.  The complex is located on a 7.2 acre tract.  Directly 
across a street from this property, a 31 acre tract of land is held 
for possible future development.

In Middletown, Delaware, a concrete and steel building of 85,520 square 
feet consisting of factory, laboratory, warehouse and office facilities
located on a 10.97 acre tract.

In Wilmington, Delaware, a concrete and steel building of 26,000 square
feet used principally as a technical and administrative services center 
located on a 3.8 acre tract.  Also on this site is an 18,000 square foot 
concrete and steel building which may be used for manufacturing expansion.

In Ferndale, Michigan, a steel frame and steel sided building of 75,000
square feet consisting principally of factory, warehouse and office
facilities, located on a 6.25 acre tract.

In New Hudson, Michigan, a steel and brick single story building of 15,000 
square feet consisting of research laboratories and offices located on a 7 
acre tract.

The Corporation also owns property in Vernon, Connecticut,
which is being held for sale or lease but which could be 
used for manufacturing should the need arise.











<PAGE>
                                                     -7-

Outside the United States, the Corporation owns additional properties as 
follows:

At Barcelona, Spain, a steel and brick building of 31,000 square feet 
of factory,  warehouse, laboratory and office space.

At Telford, England, two brick, concrete and steel buildings, connected 
by a walkway, containing a total of 43,000 square feet of manufacturing, 
warehouse, laboratory and office space.

At Hsin Chu, Taiwan, Republic of China, two buildings of reinforced 
concrete totaling 30,000 square feet, located on a 1.8 acre tract, used 
for factory, warehouse and offices.

At Hong Kong, 30,000 square feet of office, laboratory and warehouse space 
in a concrete block building.

In addition, MacDermid leases office, laboratory, warehouse and 
manufacturing facilities as needed.  During the year, such additional 
facilities were leased in Vermont, Canada, Holland, Germany, Korea, 
Australia, Japan, Singapore and several other foreign countries.  
All owned and leased facilities are in good condition and are of 
adequate size for present business volume.


Item 3   Legal Proceedings

Legal proceedings are contained in MacDermid's 1997 Annual Report to
Shareholders included as Exhibit 13 to this form 10K and incorporated 
by reference.


Item 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the Corporation's security 
holders during the fourth quarter of fiscal 1997.




















<PAGE>
                                                           -8-
Item 4A  EXECUTIVE OFFICERS OF MACDERMID

The following is a list of the names, offices and ages (as of March 31, 
1997) of all the executive officers of MacDermid, each of whom has been 
employed in his respective office(s) for more than five years, except as 
noted:
 Name                             Age  Office with Registrant

 Harold Leever                    82   Chairman since 1977

 Daniel H. Leever                 48   President and Chief Executive Officer
                                       since 1990.

 Arthur J. LoVetere, Jr.          33   Executive Vice President and Chief
                                       Financial Officer since December 1995.
                                       Previously, was Director of European
                                       Operations since 1993.  From February
                                       1992, he was Corporate Controller,
                                       prior to which he was Manager of
                                       Accounting and Management Information
                                       Systems.

 Gregory M. Bolingbroke           47   Corporate Controller since April 1995.
                                       Previously, was since 1993 Cost 
                                       Accounting Manager.  Prior to that and
                                       since 1974 he was a Chartered
                                       Accountant and Auditor.

 John L. Cordani                  34   Corporate Secretary since April 1995.
                                       Previously was General Counsel since
                                       May 1993.  From the beginning of 1992,
                                       he was Manager of Patents and
                                       Trademarks prior to which he was a
                                       Research Chemist.

 David A. Erdman                  54   Vice President since November 1993.
                                       Previously, and since 1988, was 
                                       Director of Quality of the Electronics
                                       Group of E.I. Dupont de Nemours, Inc.

 Patricia I. Janssen              46   Vice President/Electronics and Printing
                                       since December 1995.  Previously, and
                                       since 1978 she was with Hercules
                                       Incorporated, serving as general
                                       manager of the E&P Division since 1992.

 Peter E. Kukanskis               50   Vice President/Technical since 1986

 Gary B. Larson                   57   Vice President/Research since 1981

 Michael A. Pfaff                 53   Vice President/Industrial Products 
                                       since 1984

 Sharon J. Stone                  47   Assistant Treasurer since February
                                       1995.  Previously, she was for more
                                       than five years, and continues to be,
                                       Manager of General Accounting

<PAGE>
                                                     -9-


                              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 1997
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 1997 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 1997 Annual Report to 
Shareholders included as Exhibit 13 to this form 10-K and incorporated 
by reference.


Item 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements, including the notes thereto, of 
the Corporation are contained in MacDermid's 1997 Annual Report to 
Shareholders included as Exhibit 13 to this form 10-K and incorporated 
by reference.  Additional financial information is contained in the 
Financial Data Schedule appearing as Exhibit 27 to this report.


Item 9  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                              PART III

Item 10  DIRECTORS AND OFFICERS

The discussion of "Election of Directors" and a portion of the discussion 
in the section, "Interest of Management and Others in Certain Transactions 
and Family Relationships" contained in MacDermid's Proxy Statement dated 
June 23, 1997 are incorporated herein by reference thereto.  Officers of 
the Corporation are listed in Item 4A, above.


Item 11  EXECUTIVE COMPENSATION

The discussion of "Executive Compensation" contained in MacDermid's Proxy 
Statement dated June 23, 1997 is incorporated herein by reference thereto.
<PAGE>

                                                      -10-


Item 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to the security ownership of certain beneficial 
owners and management contained in MacDermid's Proxy Statement dated June 
23, 1997 is incorporated herein by reference thereto.


Item 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND FAMILY 
           RELATIONSHIPS

The discussion of "Interest of Management and Others in Certain 
Transactions and Family Relationships" contained in MacDermid's Proxy 
Statement dated June 23, 1997 is incorporated herein by reference thereto.


                              PART IV

Item 14  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)  (1)  Financial Statements

The consolidated financial statements and report thereon of KPMG Peat 
Marwick LLP, dated May 13, 1997, except as to note 8, which is 
May 28, 1997 are contained in MacDermid's 1997 Annual 
Report to Shareholders included as Exhibit 13 to this form 10-K and 
incorporated herein by reference.  Additional financial information is 
contained in the Financial Data Schedule included as Exhibit 27 to this 
report.

           (2)  Financial Statement Schedules

The following 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

    Auditors' Report on Supporting Schedule    

           (3)  Exhibits

An index to the exhibits filed or incorporated by reference immediately 
precedes such exhibits.
 








<PAGE>

                                                         -11-
      (c)  Reports on Form 8-K

              The Corporation filed a report on Form 8-K dated May 14,1997
              superceeding a report on Form 8-K dated February 28, 1991, filed
              during the fourth quarter of fiscal 1997.  These reports relate
              to environmental investigation involving MacDermid and are 
              incorporated by reference.

      (d)  Schedules

             The schedules listed above are filed as part of this 
             Annual Report on Form 10-K.








                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Annual Report 
on Form 10-K to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                      MACDERMID, INCORPORATED
                            (Registrant)

                       Dated:  June 30, 1997


By  /s/ Harold Leever                         By  /s/ Daniel H. Leever
   Harold Leever                                   Daniel H. Leever
   Director, Chairman                              Director, President and
                                                   Chief Executive Officer


   By /s/ Arthur J. LoVetere, Jr.          By /s/ Gregory M. Bolingbroke.
     Arthur J. LoVetere, Jr.                    Gregory M. Bolingbroke
     Executive Vice President                   Controller and Principal
     and Chief Financial Officer                Accounting Officer
 


Harold Leever, pursuant to powers of attorney which are being filed 
with this Annual Report on Form 10-K, has signed below on June 30, 1997 
as attorney-in-fact for the following directors of the Registrant:

      Donald G. Ogilvie    Thomas W. Smith    James C. Smith
                      
                     /s/ Harold Leever     
                         Harold Leever




<PAGE>

                                                       -12-

<TABLE>
                            SCHEDULE II



                  MACDERMID, INCORPORATED AND SUBSIDIARIES
                  Valuation and Qualifying Accounts and Reserves
                  Years ended March 31, 1997, 1996 and 1995


<CAPTION>
                     Balance at    Additions                    Balance
                     beginning     charged to   Deductions     at end  
     Description     of period      earnings                   of period
     -----------     ----------    ----------   ----------     ---------
                                              
                                            1997
                                            ----
<S>                  <C>           <C>          <C>            <C> 
Allowance for
     doubtful
     receivables     $4,829,000    $  547,000   $ 1,997,000    $3,379,000
                     ==========    ==========   ============   ==========
                                       
                                             1996
                                             ----
Allowance for
     doubtful
     receivables     $2,859,000    $1,793,000   $ (177,000)    $4,829,000
                     ==========    ==========   ===========    ==========

                                              1995
                                              ----
   Allowance for 
     doubtful
     receivables     $2,317,000    $  664,000   $ 122,000      $2,859,000
                     ==========    ==========   =========      ==========



<FN>

Bad debts charged off less recoveries and translation adjustments.

</TABLE>











<PAGE>

                                                      -13-







 


                REPORT OF INDEPENDENT AUDITORS




KPMG Peat Marwick LLP (Logo)
Certified Public Accountants

CityPlace II
Hartford, CT 06103-4103


                       REPORT OF INDEPENDENT AUDITORS


The Board of Directors
MacDermid, Incorporated:

Under date of May 13, 1997, except as to note 8, which is May 28, 1997,
we reported on the consolidated balance sheets of MacDermid, 
Incorporated and subsidiaries as of March 31, 1997 and 1996, and
the related consolidated statements of earnings, cash flows, and 
changes in shareholders' equity for each of the years in the 
three-year period ended March 31, 1997, as contained in the 1997 
annual report to shareholders.  Our report refers to a change 
in the Company's method of accounting for postemployment benefits.
These consolidated financial statements and our report thereon are 
incorporated by reference in the annual report on Form 10-K for the 
year 1997.  In connection with our audits of the aforementioned 
consolidated financial statements, we also audited the related 
financial statement schedule as listed in the accompanying index 
under Item 14(a)(2).  This financial statement schedule is the 
responsibility of the Company's management.  Our responsibility is 
to express an opinion on this financial statement schedule based on 
our audits.

In our opinion, such schedule, when considered in relation to the 
basic consolidated financial statements taken as a whole, presents 
fairly, in all material respects, the information set forth therein.


                                         KPMG Peat Marwick LLP



May 13, 1997


<PAGE>

                                                          -14-


                           EXHIBIT INDEX

                    1997 FORM 10-K ANNUAL REPORT

Exhibit 
  No.

 3.1   Restated Certificate of Incorporation, MacDermid,       By reference
       Incorporated, dated November 19, 1984.  Exhibit 19
       to September 30, 1991 Form 10-Q Quarterly Report
       is incorporated by reference herein.

 3.2   By-Laws, amended as of November, 1984. Exhibit 3b       By reference
       to 1985 Form 10-K Annual Report is incorporated
       by reference herein.

 4.1   Credit Agreement, amended and restated, dated as of     By reference
       August 23, 1996, among MacDermid, Incorporated, the 
       Banks signatory thereto and Chase Manhattan Bank, N.A.,
       as Agent, is incorporated by reference herein.  

10.1   MacDermid, Incorporated Special Stock Purchase          By reference
       Plan, amended as of November 1, 1992.  Exhibit 10 
       to 1993 Form 10-K Annual Report is incorporated
       by reference herein.

10.2   MacDermid, Incorporated 1995 Equity Incentive Plan      By reference
       Exhibit 10.2 to 1995 Form 10-K Annual Report is
       Incorporated by reference herein.

13     Portions of MacDermid's 1997 Annual Report to           Attached
       Stockholders as required by Item 8 

21     Subsidiaries of MacDermid, Incorporated                 Attached

23     Independent Auditors' Consent                           Attached

24     Power of Attorney                                       Attached

27     Financial Data Schedule                                 Attached