Exhibit  13

2004  Annual  Report  to  Shareholders
Message  to  Shareholders

Dear  Shareholder,

In 2004, net sales were $660.8 million, compared to $619.9 in 2003. Net earnings
were  $53.2  million,  or  $1.72  per  share.  As we pointed out last year, GAAP
earnings in 2003 of $56.4 million, or $1.80 per share, included income we do not
take  credit for. We prefer to compare to the number our board of directors uses
both  to  evaluate the business and for executive compensation purposes. On that
basis, in 2003 we earned $1.55 per share(1).  We consider the 11% increase to be
solid.

We  again  reported  outstanding Owner Earnings(2), which we define as cash from
operations  less  net  capital  expenditures.  Owner Earnings in 2004 were $76.7
million  or  11.6%  of sales. This outstanding cash generation enabled us to end
the  year  with  $137.8  million  of  cash  on our balance sheet.  We have total
long-term  obligations  of  $301.3  million  (consisting  primarily of long-term
bonds),  resulting  in  net  debt  of  $163.5  million
Earnings quality continues to be good. Operating profit was 16% of sales. Return
on  average  equity  was strong at 19.6%. Net capital expenditures were a modest
$8.5  million,  or  1.3%  of  sales,  a  very  low amount by any standards. This
achievement  can be attributed to our constant focus on justifying every cent of
your  funds  before  it  is  spent.

Yes  We  Can! You will note throughout this report a new branding initiative for
MacDermid.  Yes  We  Can!  is designed to send the message to our customers that
they  can  depend  on  us  to  solve their production problems, anticipate their
future  needs,  and  generally  be  seen as hyper-responsive. It is also a prime
example  of  differentiating  costs. In the paragraph above we mentioned capital
spending  and  the  fact that we justify spending every cent of your funds. Yet,
here  we  are  embarking  on  a branding exercise that will be quite costly. So,
which  is it, to spend or not to spend? The answer is both. Culturally, we think
of  ourselves  as  a  team  of  cost-conscious  owner  operators.  Clearly,  the
difference between "must have" and "nice to have" expenditures are solely in the
eye  of  the  beholder.  If  we are not vigilant, we could easily end up wasting
your  money.  Ask  anyone at MacDermid - we are vigilant. Being frugal is one of
our  core  values.  Last year we produced $76+ million in owner earnings on $660
million  in  revenue.  This is important to you as a shareholder. The ability to
generate  owner earnings while producing greater value to our customers gives us
options  to  build  long-term  value  that  we  wouldn't  otherwise  have.

Last  year  we said we believed MacDermid was entering a new chapter.  I believe
it  is  worthwhile  exploring  the  chapters  we  have completed thus far. Since
beginning  this  journey  in  fiscal  1991,  we have gone through three distinct
phases.  Phase  I,  which  began  in  the  early  90's,  focused  on  internal
restructuring  -  a  rebuilding  of our foundation. Phase II started in 1995 and
focused  on  internal  growth  and acquisition investment. The last phase, which
focused  on  cash  flow, began in 2001 when we experienced the 100 year flood in
the  electronics  business, and ended in 2003.  Let's review each phase briefly.


-     Phase  I - 1991-1995 - Building the foundation. We started this phase in a
full  blown  recession. Our company needed to change. We were far too internally
focused.  We  had  enjoyed  decades of steady growth, but our markets had become
more  mature.  We  were  wholly unprepared for this new reality. We responded by
restructuring.  We  closed  six  of  eight  plants  in  the  U.S.,  divested our
microelectronics  business,  and  installed  new  management.  The  results?


<TABLE>
<CAPTION>



<S>                                                     <C>     <C>
                                                         1991    1995
                                                        ------  ------

Net sales (in millions). . . . . . . . . . . . . . . .  $151.4  $182.1
                                                        ======  ======
Diluted earnings per share (adjusted for stock splits)  $  .21  $  .38
                                                        ======  ======
Owners earnings (in millions) (2). . . . . . . . . . .  $  8.7  $ 20.1
                                                        ======  ======
</TABLE>

The  defining event of Phase I was the stock buyback in 1994. Before we tendered
for  our  shares  there  were  3.5  million  shares  outstanding.  It was almost
universally  believed  that  with  so  few shares outstanding, and therefore, so
little  float, a buyback would not be successful.  Even if it was successful, we
would  have  so  little  float left we would lack viability as a public company.
Besides, they argued, the stock hadn't moved in ten years! Why would you want to
buy  it back? We argued that we had improved the performance of the company in a
fundamental  way,  and that there was uncommon earnings leverage in our business
model. We just needed a little help from our end-markets to prove it. Mr. Market
(the  investment community) still didn't believe us. So, in mid 1994 we tendered
for  25% of the outstanding shares. Eight hundred thousand shares traded the day
we  announced  the offer. So much for illiquidity! I will never forget the phone
call I received  from a representative of the largest U.S.-based mutual fund who
was  one  of  our largest shareholders. He was ecstatic we had tendered at $30 a
share  when  the  stock had been stuck in the mid $20's for almost ten years. He
also  told me that with so few shares outstanding, we would be a $20 stock after
the  tender. A year later in 1995 we finally got some help from our markets. Our
EPS  was  double  what  it  had been the year prior to the buyback and our stock
closed  the  year  at $65 a share (prior to a 9:1 split since then). So much for
common  wisdom.

Phase  II  -  1996-2000 - Strategic remake. At the end of Phase I we were almost
entirely  dependent  on our electronic chemicals business. It represented almost
all  of  our  earnings.  We  felt  we  had  little  choice  but  to  reduce  the
concentration  of  risk.  In  this  regard,  we  differ from most companies. Our
ownership  of  MacDermid  is  concentrated.  Your CEO and many others own MRD as
their  primary  asset.  More than 90% of my net worth is comprised of MRD stock.
100% of my investment and retirement assets are MRD. This is true of many others
at  MacDermid,  especially  your  more  senior  executives. Any real risk to the
entity  is  intolerable.  Additional  and  important  motivation  to  expand our
horizons  came  from  the belief that we could implant the MacDermid culture and
business  discipline on acquired businesses to add much more value than would be
the  norm in acquisitions. Therefore, we embarked on a five year diversification
effort.  We  acquired  Hercules' printing business in 1995, the W. Canning metal
finishing  and  Offshore Fluids business in 1998, and PTI's printing business in
1999.  The  results  are  impressive.

<TABLE>
<CAPTION>



<S>                                                        <C>     <C>
                                                             1995    2000
                                                           ------  ------

Net sales (in millions) . . . . . . . . . . . . . . . . .  $182.1  $758.1
                                                           ======  ======
Diluted earnings per share (adjusted for stock splits)(1)  $  .38  $ 1.52
                                                           ======  ======
Owner earnings (in millions) (2). . . . . . . . . . . . .  $ 20.1  $ 43.5
                                                           ======  ======
</TABLE>


Our  stock  peaked  at $46 a share after 9 for 1 stock splits during this period
(two  separate  3  for 1 splits in 1996 and 1998). On the same share count as we
had  for  the  stock  buy back, it would be $414 a share! At $46 a share, the PE
ratio  was  27, quite heady for an industrial company.   By 2000, in addition to
enjoying  much  higher  earnings,  our  revenues  were much more balanced. Thank
goodness.  Little  did  we know that the electronics market would decline by 50%
from  one  day to the next. We were severely criticized for expanding into lower
growth  businesses  and thereby hurting our long term growth prospects. Our view
was  that  we  would  trade a lower upside for a much more assured survivability
every  time.

-     Phase  III - 2001-2003 - Insure survivability. We entered this period with
$461  million  in  long-term  obligations,  primarily  senior  bank  debt.  The
electronics  market  was  a  disaster.  We  had  invested millions in a "venture
capital like" opportunity called Viatek. This was a revolutionary new technology
for  producing  inexpensive  printed  circuit  boards.  We  had not been able to
demonstrate  that  Viatek  carried  production yields high enough to capture the
cost  advantages.  Then  when the western market almost evaporated overnight, we
were  faced  with  investing  even  more,  and the goal line had been moved as a
result  of hyper-efficient Asian manufacturers. The big labor savings we planned
on were simply less important when confronted with Asian prices.  We wrote off a
total of $46 million related to these investments at a time when our electronics
business  was  in  a  free fall and our senior debt was at an all time high. Our
earnings  tanked.  The impact of the volume losses due to the hundred year flood
was  approximately  $1.00  in  earnings  per  share.  Not  helping  matters were
integration  problems  in some of the acquired businesses. We were unable to get
all  of  the  acquired  management  to  embrace  our  culture,  especially  the
accountability  and  discipline.  This  turned  out  to  be a mixed blessing. We
experienced  delays  in  gaining the value from some of these acquisitions. This
was especially true with W. Canning and PTI. But, by going through this exercise
we  learned  a  powerful  lesson;  we  have  to  move quickly to determine if an
acquired  manager  has  the  interest  and  ability  to  step up to our level of
intensity.  Our  culture  is  unique enough that outsiders often have difficulty
fitting  in  easily.  In  times  of stress this difficulty is magnified. When we
found out they could not make it with us, we replaced the acquired managers with
our  own  proven  managers.  The  results  were  immediate  and  striking.

<TABLE>
<CAPTION>



<S>                               <C>     <C>
                                   2000    2003
                                  ------  ------

Net sales (in millions). . . . .  $758.1  $619.9
                                  ======  ======
Diluted earnings per share (1) .  $ 1.52  $ 1.55
                                  ======  ======
Owner earnings (in millions) (2)  $ 43.5  $ 80.7
                                  ======  ======
</TABLE>



The  bad  news was that while we were figuring this out, our stock went from $46
to  $12  a share. Fortunately, however, our survivability was assured due to the
strength  of our business model, and the speed at which the new management teams
we  had  placed  in the acquired businesses implemented the needed changes. This
resulted  in positive cash generation throughout this period. Had we been forced
to  ask  for more credit, it could have been a very different picture. We proved
beyond  any doubt the power of the Clan MacDermid. Between 2001 and 2004 we paid
down  $160  million  in  debt, generated $125 million in cash .after buying back
$51.8  million  in stock. If we told the market in 2001 we would be doubling our
dividend soon, most would have laughed. Since then we tripled it. Yes, we proved
that  the  level  of  ownership  and  accountability  at  MacDermid  is rare and
valuable.

What  is the point of going back over all this history? Simply to illustrate why
we  have  confidence in Phase IV. Many counted us out in the early 90's when our
revenues  were  seemingly stuck in a rut. But we did grow. Value was created. We
diversified out of a strategic problem of over-concentration. Now we have a very
evenly  balanced  business  concentration.  Then  most recently in Phase III, we
fundamentally  improved  the  results of acquired businesses by implementing our
strong  culture.  Each  phase  required  a  different  set  of  skills.

Now  we  are in Phase IV. Last year we discussed the MacDermid Business Process.
This  is  the blueprint we will use to lead us forward. This is clearly a growth
initiative. It has three parts. 1) The strategy process in which we make sure we
are  investing  in  the  right  projects; those projects that address the market
needs  which  are  most likely to result in significant growth opportunities. 2)
The  operations  process identifies the 'vital few' initiatives that will insure
we bridge from day-to-day projects to the longer term strategy. This insures the
organization  is  appropriately focused both short and long term. 3) Finally the
people process is designed to identify and develop management talent and provide
bench  depth.  Given the unique nature of our culture, this is critical. Yes, we
have  had some success with senior management that came along with acquisitions.
But,  we  have  also  replaced  many  that  couldn't  or wouldn't step up to our
culture.  As  a  result  we  believe  it  is  critical to aggressively build our
management  capacity  from  within.

We  are  a  year  into  Phase  IV, which began when Stephen Largan was appointed
President  of MacDermid. It is his charge to lead the business processes and lay
the  foundation  for  growth.  This  is  a much different direction than we have
traveled  recently,  when  we were focused on survival. Through this process, we
have  identified and are tracking 100 initiatives across the corporation. Almost
all  are  directed at innovation or top line sales. This focus on initiatives to
drive  organic growth is a dramatic and exciting shift in emphasis. The inherent
earnings  leverage  of  our  business  model  and  our  unwavering commitment to
discipline  on  capital  expenditure  and  S  G  & A costs will give us outsized
benefits  from  any  revenue  growth.

In  addition  to  the  focus  on  organic  growth, we ended the year with $137.8
million  in  cash  on  our  balance sheet. It is likely that if we don't make an
investment,  we  will  end 2005 with cash approaching $200 million. Clearly this
gives  us  the  opportunity  to  supplement  our organic growth with one or more
attractive acquisitions. However, our discipline and commitment to ensuring high
returns  on  our  invested  capital  mean  that  we  are extremely picky when we
evaluate  a  potential acquisition. To date we have been unsuccessful in finding
one  that  meets  our  high  threshold for attractive returns on a risk adjusted
basis.  We  looked  at  several  during 2004, but just couldn't make the numbers
work.  To  us,  to  do  nothing  is  far  better  than  to  do something that is
ill-advised. We will always err on the side of caution. We need to have a lot of
confidence  that  any  deal we make has sufficient margin for error in valuation
and  execution.  It  is  more likely we would acquire a small business where the
competitive  landscape  is  more limited, or the synergies as a portion of value
would  be higher. We think it is also more likely that a larger transaction will
take  the form of a stock deal rather than cash. That is because it is extremely
difficult  for  us  to  win  an  all-cash  auction  in  this  environment  of
hyper-liquidity  from private equity and hedge funds. However, we have something
the private world does not - a currency other than cash. We think it is possible
that  a  company  may  want  to ride our equity and corporate management team by
accepting  our  stock  for at least a portion of the payment rather than selling
their  business for cash. By participating in the upside, it is possible, and we
believe  likely,  that  they  will  ultimately  receive  far  more value than an
all-cash  deal.  After all, our compounded return since we began this journey is
21.1%.

We have $301.5 million face value in 9 1/8% bonds outstanding. They are callable
in  mid 2006. This is an obvious use of cash if we can't find a higher returning
investment  before  then.

Whether  we  grow  primarily  through  organic  growth,  acquisitions  or  some
combination  remains  to  be  seen.  For  now, we are focused on solidifying our
foundation  for  growth  by  developing  a  system  to  prioritize  our internal
investments  in innovation and top line sales initiatives, by building our bench
of  talent,  and  by  rolling  out  a  corporate  wide  brand.

In  this  current phase, we are asking for the Clan MacDermid to shift direction
yet  one  more  time.  They  have never failed us, and I fully expect we will be
successful this time as well. We haven't forgotten our basic philosophy, printed
on  the  inside  front  cover  of this report. We won't lose sight of our frugal
nature that has bought us this far. We will embrace the strengths in our culture
and  shift  our  orientation  to  grow. If we are successful, the future will be
bright  indeed.  Thank  you  for  your  confidence.



Sincerely,


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



(1)  -  2000  AND  2003  ADJUSTED  EARNINGS  PER  SHARE
-------------------------------------------------------
MacDermid  believes  that  the  financial  results  for  2000 and 2003 should be
adjusted  when  compared to other periods to remove the gain that we recorded on
the  option  to  repurchase  our  shares in 2003 and to remove the extraordinary
charge  from  the  retirement  of  debt  in  2000.  A  reconciliation  of  this
adjustments  to  earnings  per  share  is  shown  in  the  table  below.

<TABLE>
<CAPTION>



<S>                                                                                                <C>    <C>
                                                                                                    2000   2003
                                                                                                   -----  ------
Net earnings per diluted share as reported. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1.40  $1.80
Add extraordinary charge from debt retirement . . . . . . . . . . . . . . . . . . . . . . . . . .    .12      -
Less discontinued operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      -   (.18)
Less cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . .      -   (.03)
                                                                                                   -----  ------
 Earnings per share from continuing operations before accounting change and extraordinary charge.   1.52   1.59
Less gain on exercise of option to repurchase our shares (net of tax) . . . . . . . . . . . . . .      -   (.04)
                                                                                                   -----  ------
Adjusted income from continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1.52  $1.55
                                                                                                   =====  ======
</TABLE>


(2)  -  OWNER  EARNINGS
-----------------------
MacDermid  believes that owner earnings is an appropriate measure of performance
and  cash  flow  generation  from  normal business activities.  It is calculated
directly  from  the  cash flow statement as net cash flows provided by operating
activities,  less  capital  expenditures  plus  proceeds  received  from  the
disposition  of  fixed  assets.  This calculation is shown below for all periods
mentioned.

<TABLE>
<CAPTION>



<S>                                              <C>                     <C>      <C>      <C>     <C>
                                                                      (amounts in millions)
                                                 --------------------------------------------------------
                                                                  2004     2003     2000    1995    1991
                                                 ----------------------  -------  -------  ------  ------
Net cash flows provided by operating activities  $                85.3   $ 91.4   $ 59.1   $20.7   $11.1
Capital Expenditures. . . . . . . . . . . . . .                  (12.5)   (12.5)   (22.4)   (4.0)   (3.2)
Proceeds from the disposition of fixed assets .                    3.9      1.8      6.8     3.4      .8
                                                 ----------------------  -------  -------  ------  ------
Owner earnings. . . . . . . . . . . . . . . . .  $                76.7   $ 80.7   $ 43.5   $20.1   $ 8.7
                                                 ======================  =======  =======  ======  ======
</TABLE>










Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations
(in  thousands  of  dollars,  except  shares  and  per  share  amounts)

Unless otherwise noted in this report, any description of us includes MacDermid,
Inc.  (MacDermid)  as  a  consolidated  entity,  the  Advanced Surface Finishing
segment  (ASF),  the  Printing  Solutions segment (MPS), and our other corporate
entities.

CONSOLIDATED  OVERVIEW

EXECUTIVE  OVERVIEW

Our  consolidated  business  consists of two business segments, Advanced Surface
Finishing  and Printing Solutions.  The Advanced Surface Finishing (ASF) segment
supplies  chemicals  used  for  finishing  metals  and non-metallic surfaces for
automotive  and  other  industrial applications, electro-plating metal surfaces,
etching,  and  imaging  to  create electrical patterns on circuit boards for the
electronics  industry, and offshore lubricants and cleaners for the offshore oil
and  gas  markets.  The  Printing  Solutions (MPS) segment supplies an extensive
line  of offset printing blankets, photo-polymer plates and digital printers for
use  in the commercial printing and packaging industries for image transfer.  In
both  of  our  business segments, we continue to invest significant resources in
research  and  development  and  intellectual  properties  such  as  patents,
trademarks,  copyrights  and  trade  secrets  as  our  business depends on these
activities  for  our  financial  stability  and  future  growth.

Our  products  are  sold  in  a competitive, global economy, which exposes us to
certain currency, economic and regulatory risks and opportunities. Approximately
60%  of  our  net  sales  and  identifiable  assets for the year ended and as of
December  31,  2004,  are  denominated in currencies other than the U.S. dollar,
predominantly  the Euro, British Pound Sterling, and the Hong Kong dollar. We do
not  manage  our  foreign currency exposure in a manner that would eliminate the
effects  of  changes  in  foreign exchange rates on our earnings, cash flows and
fair  values  of  assets  and liabilities, and as such our financial performance
could  be positively or negatively impacted by changes in foreign exchange rates
in  any given reporting period. For the year ended December 31, 2004, net sales,
net  earnings  and  net  assets  and liabilities were positively impacted by the
effect of foreign currency translation resulting primarily from the Euro and the
British  Pound  Sterling  strengthening  against the U.S. dollar compared to the
previous  year,  as  discussed  further  below.

We focus on growing revenues and the generation of cash from operations in order
to  build  shareholder  value.  Specifically,  we plan to improve top line sales
growth  over  the  longer  term  by  focusing  on:
-     utilizing  our  technical  service  and  outstanding products to penetrate
global  markets  for  all  products,
-     supporting  working  capital  initiatives focused on maximizing cash flows
during  a  period  of  continued  economic  uncertainty  in our primary markets,
-     emphasizing  efficiency  improvements  throughout  the  organization,
-     adding  new  products  through  internal research and development, relying
heavily  on  our  internal  knowledge  base,
-     strengthening the common identity of our products  through a new  branding
initiative called  "Yes We Can!"  and
-     acquiring  strategically  sound  companies  or  products.

Our  competitors  include  many  large  multi-national  chemical  firms based in
Europe,  Asia, and the  U.S. New competitive products or pricing policies of our
competitors  can materially affect demand for and pricing of our products, which
could  have  a  significant  impact  on  our  financial  results.

Our  performance  for  the year ended December 31, 2004, reflects the results of
our key opportunities, philosophies and risks, as outlined above.  Specifically,
we experienced a positive impact on our financial results due to higher sales of
proprietary  goods in the ASF segment and favorable foreign currency translation
as  discussed  above.  Our printing solutions business suffered the impacts of a
soft  sales  market,  resulting  in  an  offsetting decrease in consolidated net
sales.  We  also  began  realizing  the  benefits  of  cost-saving  initiatives
implemented  in  2003.

From  a cash flow standpoint, we continue to maintain a high level of liquidity,
with  working capital of over $250,000.  We generate substantial amounts of cash
from  our  normal  operations,  resulting in a total increase in cash of $76,535
between  December  31,  2003,  and  2004.

The  following summary of results further explains the results of our operations
during  the  years  ended  December  30, 2004, 2003, and 2002, in addition to an
analysis  of  our  liquidity  during  2004.

<TABLE>
<CAPTION>


SUMMARY OF THE CONSOLIDATED RESULTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003,
AND  2002.

                              Year Ended        2003   Currency  Year Ended   2002   Currency
                              December 31,     to 2004 Adjusted December 31, to 2003 Adjusted
                            2004       2003    %change %change     2002      %change  %change
                          --------   --------  ------- -------- -----------  ------- --------
                                                  Favorable                     Favorable
                                                (Unfavorable)                 (Unfavorable)

<S>                       <C>        <C>        <C>      <C>     <C>         <C>      <C>
Net sales. . . . . . . .  $660,785   $619,886      6.6%    2.0%  $611,490       1.4%   (3.6%)
Cost of sales. . . . . .   347,544    329,271    (5.5%)  (0.7%)   337,012       2.3%     6.7%
                          ---------  ---------                   ---------
    Gross profit . . . .   313,241    290,615      7.8%    3.3%   274,478       5.9%     0.2%

Gross profit percentage.      47.4%      46.9%      **      **       44.9%       **       **

Operating expenses . . .   207,831    191,465    (8.5%)  (3.9%)   190,345     (0.6%)     5.1%

    Operating profit . .   105,410     99,150      6.3%    2.2%    84,133      17.8%    12.1%

Interest income
(expense), net . . . . .   (29,615)   (30,178)     1.9%    1.8%   (33,883)     10.9%    13.1%
Other income (expense) .     1,942      4,314       **      **     (2,651)       **       **
                          ---------  ---------                   ---------
Earnings from
continuing operations
before income taxes
and cumulative effect
of accounting change . .    77,737     73,286      6.1%    1.0%    47,599      54.0%    43.4%
Income taxes . . . . . .   (24,513)   (23,466)   (4.5%)    0.3%   (16,122)   (45.6%)  (34.7)%
                          ---------  ---------                   ---------
Earnings from
continuing operations
before cumulative
effect of accounting
change . . . . . . . . .    53,224     49,820      6.8%    1.6%    31,477      58.3%    48.0%
Discontinued
operations, net of tax .         -      5,592       **      **    (22,128)       **       **
Cumulative effect of
accounting change. . . .         -      1,014       **      **          -        **       **
                          ---------  ---------                   ---------
Net earnings . . . . . .  $ 53,224   $ 56,426    (5.7%)  (9.7%)  $  9,349     503.6%   379.4%
                          =========  =========                   =========

Diluted earnings
per share. . . . . . . .  $   1.72   $   1.80    (4.4%)  (8.5%)  $   0.29     520.7%   386.5%
                          =========  =========                   =========

Comprehensive income . .  $ 62,641   $ 74,587   (16.0%)     **     13,142     467.5%      **
                          =========  =========                   =========
<FN>


*  Currency  adjusted percent change is calculated based on a constant foreign exchange rate
period-over-period.  Management  believes  this more accurately reflects true fluctuation in
the  business  without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>


SUMMARY  OF  KEY  SEGMENTED RESULTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003,
AND  2002.

<TABLE>
<CAPTION>



<S>                 <C>        <C>         <C>            <C>        <C>         <C>       <C>
                          YEAR ENDED . .          2003    CURRENCY    YEAR ENDED    2002    CURRENCY
                          DECEMBER 31, .         TO 2004  ADJUSTED    DECEMBER 31, TO 2003  ADJUSTED
                        2004        2003         %CHANGE  %CHANGE*      2002      %CHANGE   %CHANGE*
                  -----------  ----------     ----------  ---------  ------------ --------  --------
                                                     Favorable                        Favorable
                                                   (Unfavorable)                    (Unfavorable)
ADVANCED SURFACE
  FINISHING
Total net sales. .  $386,723   $ 348,131           11.1%       5.1%  $ 328,594       5.9%       0.6%
Operating profit .  $ 62,728   $  50,858           23.3%      16.0%  $  35,888      41.7%      30.2%
Operating profit
percentage . . . .      16.2%       14.6%            **         **        10.9%       **         **

PRINTING SOLUTIONS
Total net sales. .  $274,062   $ 271,755            0.8%     (2.2%)  $ 282,896     (3.9%)     (8.5%)
Operating profit .  $ 42,682   $  48,292         (11.6%)    (13.1%)  $  48,245       0.1%     (2.1%)
Operating profit
percentage . . . .      15.6%       17.8%            **         **        17.1%       **         **

CONSOLIDATED TOTAL
Total net sales. .  $660,785   $ 619,886            6.6%       2.0%  $ 611,490       1.4%     (3.6%)
Operating profit .  $105,410   $  99,150            6.3%       2.2%  $  84,133      17.8%      12.1%
Operating profit
percentage . . . .      16.0%       16.0%            **         **        13.8%       **         **
<FN>


*  Currency  adjusted  percent  change  is  calculated  based  on  a  constant foreign exchange rate
period-over-period.  Management  believes  this  more  accurately  reflects  true fluctuation in the
business  without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>



2004  VS.  2003
---------------

NET  SALES

We  experienced  an  increase in sales of $40,899, or 6.6% during the year ended
December 31, 2004, when compared with the previous year.  While our consolidated
sales  increase  benefited  from  favorable foreign currency exchange rates, our
sales  increased  almost  $12,700, or 2.0% on a constant-dollar basis.  Sales of
proprietary  products  represented  approximately 94% of our total sales in both
2004  and 2003.  Our ASF business led our overall sales growth due in large part
to  better  performance from our U.S. operating units and volume growth in Asia.
We  experienced  growth  in  both  our  electronics and industrial product lines
within  this  reporting  segment.  While  growth  in  industrial  products  was
concentrated  in  the U.S., we experienced most of our growth in our electronics
product  lines  in  Asia, particularly in China and Japan.  Partially offsetting
this  growth  was  a reduction in overall sales volume in our Printing Solutions
segment  caused  by a soft market and the effects of changes in our distribution
system  wherein  we  are  beginning  to  sell  directly to our customers in some
geographic  markets  of  the  business.

COST  OF  SALES  AND  GROSS  PROFIT

Cost  of sales decreased slightly when excluding the effects of foreign currency
translation.  This  decrease,  when  coupled with the year-over-year increase in
sales,  caused  an  increase  in  gross profit margin during 2004.  Increases in
gross  profit  margin were driven by lower production costs, particularly in the
ASF  segment in the United States, where we realized the benefits of cost-saving
initiatives  implemented  in  2003.  This  was  partially  offset by lower gross
profit margins in our MPS segment as a result of a soft market, lower volume and
the  resulting  de-leveraging  of  fixed  overhead  costs.

OPERATING  EXPENSES

Operating  expenses increased 8.5% during the year ended December 31, 2004, when
compared  with  the  same  period  the  previous year.  Excluding the effects of
foreign  currency,  operating  expenses  increased  3.9%.  Contributing  to this
increase were increases in research and development expense, particularly in our
MPS  segment in the Americas and Europe.  We also saw an increase in selling and
technical  expense  in  our ASF segment, especially in our operations in Asia as
our business grew in that region.  Also contributing to higher costs were higher
costs  from  corporate,  including  relocation and other employee-related costs.
Overall  average  headcount  excluding  headcount  from  discontinued operations
increased  slightly  from  the  previous  year.

OPERATING  PROFIT

Operating profit during 2004 was $6,260 higher than in 2003, representing growth
of  approximately  6.3% year-over-year.  As a percentage of net sales, operating
profit  was  a steady 16% in both 2004 and 2003.  Our operating profit increases
were  due  in  large part to the improved business conditions in the ASF segment
and  favorable  foreign  currency  rates,  as  discussed  above.

INTEREST  INCOME  (EXPENSE)

Interest  income  (expense),  net  remained relatively constant in 2004 compared
with 2003.  We experienced some benefit this year as a result of higher interest
income  earned  from holding higher cash balances during the year.  This balance
consists  primarily  of  interest expense on our outstanding fixed interest rate
bonds.

OTHER  INCOME

We  realized  a  gain  of  $2,214 on the purchase of treasury stock from a third
party  on  September  22,  2003,  representing the difference between the market
price  of  the  shares  on  the  date  of purchase and the actual purchase price
pursuant  to  an  outstanding  purchase and sale agreement (described further at
Footnote  11  to  our  Consolidated  Financial  Statements, "Common and Treasury
Stock.").  In  2004,  we  realized  a  foreign currency exchange loss of $1,541.
This  was  partially  offset by gains from the disposal of a small joint venture
interest  and  other  non-operating  activities.

INCOME  TAX  EXPENSE

Our  effective  tax  rate  for the year ended December 31, 2004, was 31.5%, down
from 32.0% in 2003.  In the third fiscal quarter of 2004, our tax rate increased
from  32% to 33% primarily as a result of U.S. taxes on foreign repatriations in
excess  of  available  current  foreign  tax  credits  and  foreign  tax  credit
carry-forwards.  As  a  result of tax planning strategies, we realized a benefit
from  the expected future utilization of tax loss carryforwards in Europe in the
fourth  quarter  of  2004.  These  tax  loss  carryforwards  had previously been
reserved.

EARNINGS  FROM  CONTINUING  OPERATIONS

Earnings  from  continuing operations before the cumulative effect of accounting
change  increased  6.8%  year-over-year,  or  1.6% on a currency adjusted basis.
This  increase  is  due  primarily to an increase in our gross profit percentage
coupled  with  lower  interest  expense,  which  was  partially offset by higher
operating  costs,  as  discussed  above.

DISCONTINUED  OPERATIONS

In  2003,  we  sold  our  60%  interest  in  Eurocir  S.A.  (Eurocir) to the 40%
stakeholders  of Eurocir.   The sale, which represented substantially all of our
electronics  manufacturing  segment, was treated as a discontinued operation and
is  more fully described in the discussion of 2003 vs. 2002 results.  There were
no  significant  divestitures  in  2004.

NET  EARNINGS

2004  net  earnings  decreased  5.7%  from  2003, or 9.7% on a currency adjusted
basis.  This  decrease  was due to one-time gains experienced in 2003 related to
the  disposal  of  our Eurocir business and a cumulative effect of an accounting
change.  Excluding  these  factors,  net  earnings  increased 6.8%, or 1.6% on a
currency-adjusted  basis,  year-over-year  due  to  the factors described above.

DILUTED  EARNINGS  PER  SHARE

Diluted  earnings  per  share decreased 4.4% in year 2004 compared to year 2003.
On  a currency-adjusted basis, this decrease was 8.5%.  Much of this decrease is
due  to  gains  in  2003  related  to the disposal of our Eurocir business and a
one-time  gain  for  the  cumulative  effect of an accounting change.  Excluding
these one-time gains, earnings per share increased $0.13 per share from $1.59 in
2003  to  $1.72 in 2004.  This increase in diluted earnings per share was due to
favorable  foreign  currency  rates  and  growth  in  the business, as well as a
reduction  in  the  average  number  of  shares  outstanding  due  to  the stock
repurchase  in  2003, as described more fully in Footnote 11 to our Consolidated
Financial  Statements,  "Common  and  Treasury  Stock."

OTHER  COMPREHENSIVE  INCOME

Other  comprehensive income decreased by $11,946 for the year ended December 31,
2004  compared to the previous year.   This decrease is a result of the decrease
in  net  earnings  described  above  and  a  decrease  in  the  foreign currency
translation  adjustment  recognized  during  the year.  We hold assets
that are denominated in currencies that have been strengthening against the U.S.
dollar  over  the last several years, primarily the Euro, British Pound Sterling
and  the  Japanese  Yen.  The strengthening of these currencies was less in 2004
than  2003  which  resulted  in a smaller amount of foreign currency translation
being  recognized  this  year.


2003  VS.  2002
---------------

NET  SALES

Net  sales  for  the  year ended December 31, 2003, were approximately 1% higher
than  the  year  ended December 31, 2002.  This increase was driven primarily by
favorable  changes  in  foreign  currency  exchange rates.  On a constant-dollar
basis,  our  sales  decreased  approximately  $23,200,  or 3.6%, year-over-year.
Sales  of  our proprietary products, which made up 93.8% of total sales in 2003,
decreased  4.7%  year-over-year when excluding the positive effects of favorable
foreign currency translation.  Decreases in proprietary sales were driven by our
MPS  segment, which experienced a decrease of 8.5% or approximately $25,000 on a
currency adjusted basis.  The sales decreases in MPS were due to the elimination
of  certain  unprofitable  product  lines, changing sales practices for printing
blankets products lines in the United States and weak demand for printing plates
used  in  publication  markets  during 2003.  Partially offsetting the MPS sales
decrease  was  a  0.6% increase on a currency adjusted basis in our ASF segment.

COST  OF  SALES  AND  GROSS  PROFIT

Cost  of  sales  decreased  from 2002 to 2003 by 2.3%.  Increases due to foreign
currency  translation were more than offset by decreases predominantly resulting
from  lower  sales  and  increased  plant  efficiencies.  As a result, our gross
profit  percentage  increased  from  44.9%  in  2002  to  46.9%  in  2003.

We  experienced  decreases  in  cost  of  sales in both our ASF and MPS segments
primarily  as  a result of lower sales.  The ASF segment experienced an increase
in  plant  closings  and  cost  reduction  efforts associated with restructuring
activities  in the years leading up to 2003 as well as a shift in product mix to
technologies  that  are  more  efficient  and carry more favorable margins.  The
gross profit percentage in the ASF segment increased from 47.6% in 2002 to 50.1%
in 2003.  In the MPS segment, plant closings and restructuring activities in the
years  leading  up  to  2003  resulted  in  an  increase in the MPS gross profit
percentage from 41.7% in 2002 to 42.7% in 2003 as benefits from these activities
were  realized.

OPERATING  EXPENSES

Operating  expenses  were  relatively  flat  from  2002  to 2003.  Excluding the
negative  effects  of  foreign  currency  exchange  rates,  operating  expenses
decreased  5.1%  year-over-year.  This decrease was due largely to a decrease in
headcount  resulting  from  restructuring  activities in the years leading up to
2003  and  lower  amortization.  Partially offsetting these decreases was a 3.9%
increase  in  research  and  development expense as we continue to invest in our
future  product  growth.

OPERATING  PROFIT

Operating profit increased significantly from 2002 to 2003 as a result of higher
gross  profit  and  the  realization  of benefits created through cost-reduction
efforts  as  described above.  As a percent of sales, operating profit increased
from  approximately  14.0%  in  2002  to  approximately  16.0%  in  2003.

INTEREST  INCOME  (EXPENSE)

Net  interest  expense  decreased  approximately  $3,705  between  2002 and 2003
primarily  as a result of debt payoff activity during those two years.  In 2002,
we  reduced  bank  debt  by  approximately  $80,000.  In  2003,  we paid off the
remaining  portion  of  our  term  loans  and  other  debt, excluding our senior
subordinated  debt  and  capitalized  lease  obligations.  Lower  average  debt
balances  in  2003  resulted  in  lower  interest  expense  compared  to  2002.

OTHER  INCOME  (EXPENSE)

Other  income  (expense)  fluctuated  from  a $2,651 expense to $4,314 in income
between  2002  and  2003.  This  change was largely the result of changes in the
fair  value  of  our  interest rate swap and realized foreign exchange gains and
losses.  In  addition,  we  experienced  a  gain on the purchase of our treasury
stock,  as  described  more  fully  in Footnote 11 to our Consolidated Financial
Statements,  "Common  and  Treasury  Stock."

INCOME  TAX  EXPENSE

Our effective tax rate attributable to continuing operations decreased to 32% in
2003  versus  33.9%  in  2002.  The  rate decrease was primarily a result of the
utilization of foreign tax credits and a change in earnings mix from higher rate
tax  jurisdictions  to  lower  rate  tax  jurisdictions.

EARNINGS  FROM  CONTINUING  OPERATIONS

Earnings  from  continuing operations before the cumulative effect of accounting
change  increased  54%  in  2003 versus 2002. On a currency adjusted basis, this
increase  was  43.4%.  The  year-over-year  increase  was the result of a higher
gross  profit  margin  and  lower interest expense in 2003 than in 2002, coupled
with an increase in other income of $6,965, resulting from the factors discussed
above.

DISCONTINUED  OPERATIONS

On  December  9, 2003, we divested our share in Eurocir, a printed circuit board
manufacturer  located  in  Europe,  which  represented  significantly all of our
electronics  manufacturing  segment.  Accordingly,  the  sale  was accounted for
under  Financial  Accounting  Standard No. 144, Accounting for the Impairment or
Disposal  of  Long-Lived Assets (FAS No. 144), as a discontinued operation.  The
operating  results and cash flows from operations have therefore been segregated
from  the  financial  results  of  continuing  operations  in  our  consolidated
statements of earnings and consolidated statements of cash flows for all periods
presented.

The  sales  price  of  $5,000 consisted of $3,000 of consideration received upon
closing  and  $2,000  of interest-bearing notes due in 2009.  As of December 31,
2004,  and  2003, $2,000 was included in other long-term assets related to these
notes.

The amounts segregated from continuing operations in our consolidated statements
of  earnings  consisted  of  the  following:

<TABLE>
<CAPTION>



                                                                  YEAR ENDED
<S>                                                  <C>                  <C>
                                                     DECEMBER 31, 2003    DECEMBER 31, 2002
                                                     -------------------  -------------------

Net sales . . . . . . . . . . . . . . . . . . . . .  $           78,747   $           80,485

Loss before income taxes and minority interest. . .  $             (940)  $          (33,674)
Income tax (expense) benefit. . . . . . . . . . . .                 (12)              11,666
Minority interest . . . . . . . . . . . . . . . . .                   -                 (120)
                                                     -------------------  -------------------
Loss from discontinued operations before
gain on sale. . . . . . . . . . . . . . . . . . . .                (952)             (22,128)
Gain on sale of discontinued operations, net of tax               6,544                    -
                                                     -------------------  -------------------
Discontinued operations, net of tax . . . . . . . .  $            5,592   $          (22,128)
                                                     ===================  ===================
</TABLE>

Included  in discontinued operations for the year ended December 31, 2003, was a
pre-tax gain on disposal of discontinued operations of $5,630 with a tax benefit
of  $914  resulting  in  an  after-tax  gain  of  $6,544, recorded in the fourth
quarter.  Included  in  discontinued  operations for the year ended December 31,
2002,  was  a  pre-tax  charge of $27,389 for goodwill impairment and $7,000 for
other  asset  impairment  recognized  pursuant  to  the  provisions of Financial
Accounting Standard No. 142, Goodwill and Other Intangible Assets (FAS No. 142),
and  Financial  Accounting  Standard  No.  144, Accounting for the Impairment or
Disposal  of  Long-Lived  Assets  (FAS  No.  144),  respectively.

NET  EARNINGS

Net earnings increased significantly year-over-year.  The loss from discontinued
operations was significantly higher in 2002 versus 2003 due to asset impairments
as discussed above in 2002 which increased the loss, versus a gain from the sale
of  these  operations  in  2003.  Interest  expense  was lower due to lower debt
balances.  Also  contributing  to  year-over-year increases in net earnings were
improved gross margins and decreases in operating expenses and cost of sales due
to  cost-reduction  initiatives  such as plant closures and headcount reduction.
Additionally,  in  2003  we  recognized  a benefit from the cumulative effect of
change  in  accounting  principle related to outstanding options to purchase our
own  stock.


<PAGE>
DILUTED  EARNINGS  PER  SHARE

In  addition  to  the  factors above, diluted earnings per share were positively
impacted  by  the  repurchase  of  over 2,200 shares of our stock during 2003 as
described  more  fully  in Footnote 11 to our Consolidated Financial Statements,
"Common  and Treasury Stock."  This resulted in lower average shares outstanding
in  2003  compared  to  2002.

OTHER  COMPREHENSIVE  INCOME

Other  comprehensive income increased by $61,445 for the year ended December 31,
2003  compared  to the previous year.  This increase is a result of the increase
in  net  earnings  described  above, an increase in foreign currency translation
adjustment  recognized  during the year and an increase in the amount of minimum
pension  liability recognized.  We hold assets that are denominated in
currencies  that  have  been strengthening against the U.S. dollar over the last
two years, primarily the Euro, British Pound Sterling and the Japanese Yen.  The
strengthening  in 2003 was greater than the strengthening in 2002 which resulted
in  a  larger amount of foreign currency translation being recognized this year.
Changes  in  actuarial  assumptions  in  2002  caused  a decrease in the minimum
pension  liability  recognized  in  that  year.


LIQUIDITY  AND  CAPITAL  RESOURCES

The table below summarizes our cash flows for the years ended December 31, 2004,
and  2003:

<TABLE>
<CAPTION>




<PAGE>
<S>                                      <C>       <C>        <C>
                                            2004       2003   VARIANCE
                                         --------  ---------  ----------
Cash provided by (used in):
Continuing operations . . . . . . . . .  $85,277   $ 94,552   $  (9,275)
Discontinued operations . . . . . . . .        -     (3,135)      3,135
                                         --------  ---------  ----------
Total Operating Activities. . . . . . .   85,277     91,417      (6,140)
Investing Activities. . . . . . . . . .   (8,534)    (5,704)     (2,830)
Financing Activities. . . . . . . . . .   (4,017)   (57,972)     53,955
Effect of exchange rate changes on cash    3,809      1,534       2,275
                                         --------  ---------  ----------
Net change in cash. . . . . . . . . . .  $76,535   $ 29,275   $  47,260
                                         ========  =========  ==========
</TABLE>

The  majority  of  our  liquidity is derived from cash produced from operations.
Our  cash  flow  provided by operating activities was $85,277 during 2004, which
was  a  $6,140 decrease from cash provided in the previous year.  Year-over-year
changes in cash flow from operating activities were driven by the cash impact of
discontinued  operations and changes in tax assets and liabilities, inventories,
and  accounts receivable.  In 2003, cash used in discontinued operations had the
effect  of  decreasing  net  cash  provided  by  operating activities by $3,135.
Excluding  the  effect  of  discontinued  operations, cash provided by operating
activities  decreased  $9,275  or  nearly  10%,  year-over-year.  Tax  planning
strategies  in 2004 reduced the negative impacts of tax activities on cash flows
in  2004  when  compared to 2003.  Inventories and accounts receivable increased
during  2004  as a result of increased sales activity in the year in contrast to
2003,  when  proactive  working  capital  measures  had  the  effect of reducing
inventories  and  other  current  accounts.

Cash  used  in investing activities increased $2,830 for the year ended December
31,  2004,  when  compared with the previous year.  2003 benefited from proceeds
from the disposition of our Electronics Manufacturing segment, as described more
fully  in  Footnote  16  to our Consolidated Financial Statements, "Discontinued
Operations."  In  2004,  we earned higher proceeds from fixed asset dispositions
due  in  large  part  to  the  sale  of  equipment  formerly associated with our
Electronics Manufacturing segment for approximately $1,700, as described further
in  Footnote  4  to  our Consolidated Financial Statements, "Property, Plant and
Equipment."

On  May  7, 2003, we purchased 1,350,000 shares of our own stock from one of our
shareholders  for  approximately  $30,500.  On  September  22, 2003, we
purchased  all  of  the  remaining  shares  owned  by  that  shareholder  for an
additional  $21,293.  As  a  result,  our  net cash used in financing activities
decreased  significantly  during  the  2004  year  compared with the prior year.
Excluding  the effects of these purchases, net cash used in financing activities
decreased approximately $2,200 year-over-year.  This change was driven by higher
net  debt  repayments  during  2003  compared  with  2004.

We  increased our quarterly dividend from $0.02 to $0.03 in the third quarter of
2003.  The  dividend  was increased again in the first quarter of 2004 to $0.04,
bringing  our  annual  dividend to $0.16 per share from $0.10 per share in 2003.
However,  due to the timing of dividend funding, cash dividends paid during 2004
were  consistent  with  those  paid  in  2003.

The  Board  of Directors from time to time authorizes the purchase of issued and
outstanding  shares  of  MacDermid, Inc.'s common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any  future  repurchases  by  us  will  depend on various factors, including the
market  price  of  the  shares,  our business and financial position and general
economic  and  market  conditions.  Additional  shares acquired pursuant to such
authorizations  will  be  held  in  our treasury and will be available for us to
issue  various  corporate purposes without further shareholder action (except as
required  by applicable law or the rules of any securities exchange on which the
shares are then listed).  At December 31, 2004, the outstanding authorization to
purchase  approximately  798,280  shares  would  cost  approximately  $28,818.
We  believe  that we have the financial flexibility to deliver shareholder value
while  meeting  our  contractual obligations.  Future estimated contractual cash
commitments for the years subsequent to December 31, 2004, are summarized in the
following  table:

<TABLE>
<CAPTION>



<S>                             <C>       <C>      <C>       <C>      <C>
                                         LESS THAN    2-3      4-5     AFTER 5
                                TOTAL     1 YEAR     YEARS    YEARS     YEARS
                                --------  -------  --------  -------  --------
Long-term debt . . . . . . . .  $301,632  $     -  $      -  $   132  $301,500
Semi-annual bond interest. . .   192,584   27,512    55,024   55,024    55,024
Capital leases . . . . . . . .       824      264       396       54       110
Operating leases . . . . . . .    21,651    6,838     7,082    3,493     4,238
Pension funding requirements .    33,500    5,500    14,000   14,000         -
Purchase obligations and other     1,943    1,943         -        -         -
                                --------  -------  --------  -------  --------
Total contractual cash
  commitments. . . . . . . . .  $552,134  $42,057  $ 76,502  $72,703  $360,872
                                ========  =======  ========  =======  ========
</TABLE>

As  of  December  31, 2004, we had cash and cash equivalents of $137,829 and net
working  capital  of  $260,103.  At  December  31,  2003,  we  had cash and cash
equivalents  of  $61,294  and  net  working  capital of $179,692.  Excluding our
non-monetary items (prepaid expenses and deferred taxes) our working capital was
$231,617 as of December 31, 2004, compared to $148,595 at December 31, 2003.  We
have a long-term credit arrangement, which consists of a combined revolving loan
facility  that  permits  borrowings,  denominated  in  U.S.  dollars and foreign
currencies, of up to $50,000.  There has been no balance outstanding or activity
on this revolving loan facility for any of the periods presented.  We have other
uncommitted  credit  facilities  which  presently  total  approximately $42,400.
The  following  table reflects our ability to fund both our required obligations
and  our  shareholder  growth  initiatives for 2005, using our current financial
resources:

<TABLE>
<CAPTION>



<S>                                                          <C>
Cash and cash equivalents as of December 31, 2004 . . . . .  $137,829
Other net current monetary assets and liabilities
    as of December 31, 2004                                    93,788
                                                             --------
                                                              231,617

Available borrowings under revolving loan facility. . . . .    50,000
Availability under other uncommitted credit facilities. . .    42,400
                                                             --------
    Total cash available and potentially available. . . . .   324,017

Contractual cash commitments due in next year . . . . . . .    42,057
Expected 2005 capital expenditures. . . . . . . . . . . . .    15,000
Expected 2005 dividend payments . . . . . . . . . . . . . .     7,264
                                                             --------
    Excess of cash available and potentially available over
         requirements . . . . . . . . . . . . . . . . . . .  $302,096
                                                             ========
</TABLE>


Environmental  Issues:

The nature of the our operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect to environmental cleanup or other matters, including those in connection
with  the disposal of hazardous materials.  As such, we are 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.  We have incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws  and  regulations.  We  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, we maintain a disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at our plants to identify and categorize potential environmental
exposure.

We  are named as a potentially responsible party ("PRP") at two Superfund sites,
Fike-Artel  in Nitro, West Virginia and Solvent Recovery Service in Southington,
Connecticut.  There  are  many other PRPs involved at these sites.  With respect
to  both  of these sites,  we have entered into cost sharing agreements with the
applicable  PRP groups and our allocated cost share with regard to each of these
sites  is  deminimus  at  0.2%.  Our  ongoing  costs  with  respect to each site
generally  range  from  about $2-$4 thousand dollars per quarter. As a result of
the  deminimus nature of the costs no specific reserve has been established.  We
have  also  been  contacted  with  requests  for  information with regard to two
additional  sites,  Whitney Barrel in Massachusetts and the Lake Calumet Cluster
site in Illinois. We have found no information connecting us or our subsidiaries
to these sites and have not received a PRP notice regarding these two additional
sites.  As  a  result  no  reserve  is deemed appropriate in this regard at this
time.  While the ultimate costs of such liabilities are difficult to predict, we
do  not  expect  that  our  costs  associated with these sites will be material.

In  addition,  some  of  our  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 we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental remediation reserve of $1,700, predominantly attributable to those
Canning  sites  that  we  believe  will require environmental remediation.  With
respect  to those sites, we also believe that our Canning subsidiary is entitled
under  the  Acquisition  Agreement  ("the  acquisition agreement") to withhold a
deferred  purchase price payment of approximately $1,600.  We estimate the range
of  cleanup  costs  at  the  Canning  sites  between  $2,000 and $5,000 and have
recorded  a  $3,300  accrual  (comprised of the foregoing $1,700 reserve and the
$1,600  deferred  purchase  price)  related  to  these  costs,  representing
management's  best  estimate  of  total costs within this range.  Investigations
into  the  extent  of  contamination, however, are ongoing with respect to these
sites.  To the extent our liabilities exceed the $1,600 deferred purchase price,
we may be entitled to additional indemnification payments.  Such recovery may be
uncertain, however, and would likely involve significant litigation expense.  We
have  instituted  an  arbitration to enforce the obligations of other parties to
the  acquisition agreement concerning the remediation of the Kearney, New Jersey
and  Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with a
confirmation,  in  our favor, that the former primary shareholders of the entity
that  operated  the Kearney, New Jersey site are responsible for its remediation
to  applicable  state  standards  and  an  order  to  establish  a time line for
completion of the remediation.  We expect that the remediation will take several
years.  We are continuing to monitor the environmental condition at the Waukegan
site.  Significant  remediation  activities  have  already been concluded on the
Waukegan  site,  however,  it  has  not  yet  been determined whether additional
remediation  activities  will  be  required.  We  are  also  in  the  process of
characterizing  contamination  at  our Huntingdon Avenue, Waterbury, Connecticut
site  which  was  closed in the quarter ended September 30, 2003.  The extent of
required  remediation  activities at the Huntingdon Avenue site has not yet been
determined.  We have recorded a reserve of $650 with regard to this remediation.
We  do  not  anticipate  that  we  will  be materially affected by environmental
remediation  costs,  or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenue, Waterbury, Connecticut site.  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:

From  time  to  time there are various legal proceedings pending against us.  We
consider  all  such proceedings to be ordinary litigation incident to the nature
of our business.  Certain claims are covered by liability insurance.  We believe
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 our
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.

FORWARD-LOOKING  STATEMENTS

This  report and our other 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 us and are subject
to  uncertainties  and  factors  relating  to  our  operations  and  business
environment,  all of which are difficult to predict and many of which are beyond
our  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:

Risk  in  foreign  markets
Approximately  60%  of our sales and gross profit in 2004 was contributed by our
foreign-based  subsidiaries.  As  such,  we  are highly subject to various risks
inherent  to  conducting business outside of our country of domicile, including,
but not limited to, the impact of social and economic instability in some of the
countries  in  which  we  do  business  and  impacts  of  governmental change or
governmental  instability  in  some  regions  in  which our products are sold or
produced.  Most  notably,  we  operate  in  challenging  environments  that  are
experiencing  periods  of rapid social and political change in countries such as
China,  Mexico, Brazil, and other Latin American and Asian countries.  Likewise,
because  we  do not hedge our foreign currency translation risks, our results of
operations  could be significantly impacted on a U.S. dollar basis from relative
strengthening  or  weakening  of  the  dollar  against  other  currencies.

Acquisitions  and  dispositions
We have in the past and may in the future make strategic acquisitions or dispose
of  portions  of  our business.  We do not receive any assurance with respect to
these  transactions  that  we will be successful in realizing our objectives, or
that  realization  may  not take longer than expected, or that there will not be
unintended  adverse  consequences  to  the  completion  of  these  transactions.

Supply
We  are subject to increases in raw materials prices and periodic limitations in
the  availability  of  materials needed to manufacture goods.  These factors may
disrupt  our  supply  chain  and  may  have  an  adverse effect on our financial
results.

Technology
We rely on our patents and trademarks and the protection that these intellectual
property  rights  provide  to  us for our financial stability and future growth.
Successful  defense  of  these  rights  is  paramount  to  our  future  success.
Likewise,  our success in developing and implementing new technologies and other
intellectual  property  will  have  a significant effect on our future financial
results.

Products  and  Sales
We  operate  in  a  fast-paced  industry  that  relies  on  new technologies and
successful  new  product implementation for financial success and stability.  We
cannot  be  assured  that we will have success in developing and introducing new
products,  nor  can we be assured of their success in the marketplace. Likewise,
we  may  experience  a  shift  in  our  sales  mix from more- to less-profitable
products  which  we  are  not  able  to  anticipate.

Environmental  and  Legal  Risk
The  nature  of  our  operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect  to  environmental  cleanup or other matters, including those related to
the  disposal  of  hazardous  materials.  We  have  been  named as a potentially
responsible  party at two Superfund sites in the United States and are currently
subject  to  environmental  investigations  and/or cleanup activities at various
other  sites in the midwestern and eastern portions of the United States.  These
matters  are  more  thoroughly  described in our discussion of environmental and
legal  matters in the Footnotes to our Consolidated Financial Statements.  While
we  do  not  expect  that  current litigation will have a material impact on our
results  of  operations, ultimate costs of cleanup could vary significantly from
our  estimates.  Likewise,  we  are  not  able  to  predict  or anticipate other
litigation  or  cleanup  costs  at contaminated sites not currently known to the
company.

We  are  also subject to litigation in the normal course of business.  The costs
and  other  effects  of pending litigation and administrative actions against us
cannot be determined with certainty.  While management does not believe that any
current  proceedings  will have a material adverse effect on our business, there
can  be  no  assurance that the outcome of such proceedings will be as expected.
Please  refer  to  Footnote  14  in  our  Consolidated  Financial  Statements.

All  forward-looking  statements should be considered in light of these factors.
We  undertake no obligation to update forward-looking statements or risk factors
to  reflect  new  information,  future  events  or  otherwise.

CRITICAL  ACCOUNTING  ESTIMATES

In preparing our Consolidated Financial Statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
make  estimates and assumptions that effect reported amounts in our consolidated
financial  statements.  Management  uses  their  best  judgment  based  on their
understanding  and  analysis  of  the  relevant  circumstances  to  reach  these
decisions.  These  judgments,  by  nature,  are subject to an inherent degree of
uncertainty.  Accordingly,  actual  results  could differ significantly from the
estimates  applied.  Management  has  reviewed our critical accounting estimates
with  our  Audit  Committee  and  our  Board  of  Directors.

Our  critical  accounting  estimates  include  the  following:

Allowance  for  doubtful  receivables:  We  maintain  an allowance for estimated
credit  losses based upon our historical collections experience and any specific
customer collection issues that we have identified through continuous monitoring
of customer collections and payments.  Historically, our provisions for such bad
debts  based on historical experience have adequately matched actual experience,
however,  there  is  no  guarantee  that we will continue to experience the same
credit  loss  rates  as in the past.  Further, we are not able to predict future
changes  in  the financial condition of our customers.  If circumstances related
to  our  customers  deteriorate or if credit loss rates change considerably from
past  experience,  our  estimates of the recoverability of our trade receivables
could  be  materially  affected,  we  may  be  required  to  record  additional
allowances.  During  the  years  ended  December  31,  2004,  2003  and 2002, we
recorded  an  allowance  for  doubtful receivables of $3,562, $2,606 and $4,773,
respectively  in  the  selling, technical and administrative expense line on our
Consolidated  Statements  of  Income.

Reserve for obsolete inventories: We value inventory at lower of average cost or
market  and  maintain  a  reserve for estimated inventory obsolescence, which is
regularly  reviewed  by  management. Our calculation of the reserve for obsolete
inventories considers historical write-offs, customer demand, product evolution,
usage  rates  and  quantities  of  stock on hand.  Based on this information, we
reserve  against  obsolete  and  slow-moving inventory up to the inventory's net
realizable  value.  Significant  changes  in any of the factors used to estimate
this  allowance  could  materially  affect  our  allowance and may require us to
record additional reserves, which are expensed through the cost of sales line in
our  consolidated  statements  of  income.  Historically,  our  reserve has been
adequate  to  cover  actual  expense.  During the years ended December 31, 2004,
2003  and  2002,  we held reserves of $15,274, $16,179 and $16,292, respectively
related  to  our  inventories.

Goodwill  and intangible assets:  We evaluate the carrying value of our goodwill
and  indefinite-lived intangible assets annually, or more often if circumstances
warrant,  in accordance with Statement of Financial Accounting Standard No. 142,
Goodwill  and Other Intangible Assets (FAS No. 142).  Our evaluations require us
to  estimate  future  cash  flows  to  be  generated  by  our  goodwill  and
indefinite-lived  intangible  assets  in  order  to assess the recoverability of
these  assets.   This  process  requires  us  to  make significant judgments and
assumptions  about  future  business  conditions,  including future revenues and
discount  rates,  based upon the best information available to us at the time of
the  assessment.  Changes  in  any  of  the  assumptions  we  use to perform our
impairment  testing  could  have  a  material  effect  on  our assessment of the
recoverability of these assets, and could thereby require us to write down these
assets  to  our  estimated  net  realizable  value.  If  an asset is found to be
impaired,  the impairment would be recorded in the operating expense line on our
consolidated  statements  of  income.  In  2002, we recorded a charge of $982 in
general and administrative expense to write off goodwill in our ASF segment that
was  no longer supported by our discounted cash flow analysis.  Also included in
discontinued  operations for 2002 were pre-tax charges of $27,389 for a goodwill
impairment  recognized  pursuant to the provisions of FAS No. 142.  We performed
goodwill  and  intangible  asset  impairment  testing  during  our fourth fiscal
quarter  of  2004  and  determined  that  no balance was impaired.  Based on our
annual  assessment,  we  do  not  expect  that  any impairments are forthcoming.

Joint  ventures:  We  hold interests in various other entities which manufacture
products similar or complimentary to our products. We generally apply the equity
method  of  accounting  to  investments where we own 20% or more of the entity's
equity  and where we do not exercise significant influence.  Our share of income
from these joint ventures is recorded in the miscellaneous income (expense) line
of  the  consolidated  statements of income.  Management regularly evaluates the
recoverability  of  these  investments.  If there is significant doubt about our
ability  to  recover our investment, we impair or reserve against the investment
in miscellaneous income (expense) in our consolidated statements of income up to
the  asset's  estimated  realizable  value.  The  value  of  the investments and
impairments  related  to  these  ventures  have  historically  been  immaterial.

Income  taxes:  As of December 31, 2004, 2003 and 2002, we recorded deferred tax
assets  related  to  income tax loss carryforwards, investment credits and other
items  of $84,476, $101,782 and $93,938, respectively.  These assets were offset
by  valuation allowances of $11,952, $17,246, and $14,103, respectively, thereby
resulting  in net deferred tax asset of $72,524, $84,536, $79,835 for each year.
We determine our income tax valuation by considering multiple factors, including
the  tax  jurisdiction,  the  carryforward  period,  and our income tax planning
strategies.  We  record a valuation allowance when, based on available evidence,
we  conclude that it is more likely than not that a portion or all of a deferred
tax  asset  will  not  be  realized.  This  valuation  allowance  could  change
significantly  if  tax  laws  change  in  any  of  the jurisdictions where we do
business  or  if any of our assumptions used in the calculation of the allowance
change  significantly.  We  cannot  reasonably  foresee any of these changes and
base  our  valuations  on  best  evidence  at  the  time  of  the  assessment.

Environmental and Other Legal Matters:  The nature of our business exposes us to
the  risk  of liability of claims with respect to environmental cleanup or other
matters, including those in connection with the disposal of hazardous materials.
As  such, from time to time, we are subject to costs associated with the cleanup
of  various  contaminated  sites  (See Footnote 14 to our Consolidated Financial
Statements, "Contingencies, Environmental and Legal Matters"). Because there are
often  many  parties  that  are held responsible for paying for cleanup, we must
estimate  our  reserve  based  on  the  best  information we have at the time of
assessment.  It  is  our  policy to review environmental issues in light of both
historical  experience and current information and reserve accordingly.   We are
unable  to  predict what our actual costs will be for environmental cleanup with
complete  accuracy.  Significant  changes  in  third  party cleanup estimates or
departures from past experience could have a material impact on our reserves for
environmental  issues.

We  are  also  subject  to  litigation  in  the ordinary course of business (see
Footnote  14,  Contingencies,  Environmental  and  Legal  Matters).

We  reserve for legal and environmental contingencies when a liability for those
contingencies  has  become  probable  and  the  cost is reasonably estimable, in
accordance  with  Statement  of Financial Accounting Standards No. 5, Accounting
for Contingencies (FAS No. 5).  Any significant litigation or significant change
in  our estimates of cleanup costs could materially affect our financial results
and  cause  us  to increase our provision for related costs.  Any provision made
for  these costs are expensed to selling, technical and administrative expenses.
Historically,  our  legal  and  environmental provisions have adequately matched
actual  expense.

Employee  Benefit  Plans:  We  sponsor  a  defined  benefit  pension  plan and a
retirement  medical benefit plan for our domestic employees providing retirement
benefits based upon years of service and compensation levels.  We also sponsored
a  defined  benefit pension plan for our United Kingdom-based employees employed
at our Canning subsidiary that was frozen as of April 6, 1997, when the plan was
converted  from  a  defined  benefit  plan  to a defined contribution plan.  The
projected  benefit  obligations and pension expenses from both of these plans is
dependent  upon various factors such as the discount rate, actual return on plan
assets  and  the funding of the plan.  Management can neither predict the future
interest  rate  environment,  which  directly  impacts  the  selection of future
discount  rates,  nor  predict  future  asset returns that the pension plan will
experience.  Changes  in  these  assumptions will affect current year and future
year  pension  expense  and the projected benefit obligation.  The plan discount
rate  assumption  was changed to 6.0% in 2004 from 6.25% in 2003 and the rate of
compensation  increase assumption was changed to 4.5% in 2003 from 5.0% in 2002.
The  net  effect  of  changing  these  assumptions  resulted  in  an increase of
approximately $1,600 in the projected benefit obligation and is expected to keep
pension  expense flat in 2005.  Management estimates that a 100 basis point drop
in  the  discount rate for the valuation at December 31, 2004, will increase the
plan's  projected  benefit  obligation  by approximately $2,000 and increase the
plan's  pension expense by approximately $1,500.  However, these increases could
be offset by other factors such as favorable asset experience or additional cash
contributions  to  the  plan.

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS  AND  OTHER  COMPREHENSIVE  INCOME
(IN  THOUSANDS,  EXCEPT  SHARE  AND  PER  SHARE  AMOUNTS)



                                                                             YEAR ENDED DECEMBER 31,
<S>                                                    <C>                        <C>           <C>
                                                                           2004          2003          2002
                                                       -------------------------  ------------  ------------
Net sales . . . . . . . . . . . . . . . . . . . . . .  $                660,785   $   619,886   $   611,490
Cost of sales . . . . . . . . . . . . . . . . . . . .                   347,544       329,271       337,012
                                                       -------------------------  ------------  ------------
Gross profit. . . . . . . . . . . . . . . . . . . . .                   313,241       290,615       274,478

Operating expenses:
Selling, technical and administrative . . . . . . . .                   185,915       171,510       171,143
Research and development. . . . . . . . . . . . . . .                    21,916        19,955        19,202
                                                       -------------------------  ------------  ------------
                                                                        207,831       191,465       190,345
                                                       -------------------------  ------------  ------------

Operating profit. . . . . . . . . . . . . . . . . . .                   105,410        99,150        84,133

Interest income . . . . . . . . . . . . . . . . . . .                     1,399           873           575
Interest expense. . . . . . . . . . . . . . . . . . .                   (31,014)      (31,051)      (34,458)
Miscellaneous income. . . . . . . . . . . . . . . . .                     3,483         4,314           616
Miscellaneous expense . . . . . . . . . . . . . . . .                    (1,541)            -        (3,267)
                                                       -------------------------  ------------  ------------
                                                                        (27,673)      (25,864)      (36,534)
                                                       -------------------------  ------------  ------------

Earnings from continuing operations
before income taxes and cumulative
effect of accounting change . . . . . . . . . . . . .                    77,737        73,286        47,599
Income tax expense. . . . . . . . . . . . . . . . . .                   (24,513)      (23,466)      (16,122)
                                                       -------------------------  ------------  ------------
Earnings from continuing operations before
cumulative effect of accounting change. . . . . . . .                    53,224        49,820        31,477
Discontinued operations, net of tax . . . . . . . . .                         -         5,592       (22,128)
Cumulative effect of accounting change, net
of tax. . . . . . . . . . . . . . . . . . . . . . . .                         -         1,014             -
                                                       -------------------------  ------------  ------------
Net earnings. . . . . . . . . . . . . . . . . . . . .  $                 53,224   $    56,426   $     9,349
                                                       =========================  ============  ============


Basic earnings per common share:
Continuing operations . . . . . . . . . . . . . . . .  $                   1.76   $      1.60   $      0.98
Discontinued operations . . . . . . . . . . . . . . .                         -          0.18         (0.69)
Cumulative effect of accounting change. . . . . . . .                         -          0.03             -
                                                       -------------------------  ------------  ------------
Net earnings per share. . . . . . . . . . . . . . . .  $                   1.76   $      1.81   $      0.29
                                                       =========================  ============  ============

Diluted earnings per common share:
Continuing operations . . . . . . . . . . . . . . . .  $                   1.72   $      1.59   $      0.98
Discontinued operations . . . . . . . . . . . . . . .                         -          0.18         (0.69)
Cumulative effect of accounting change. . . . . . . .                         -          0.03             -
                                                       -------------------------  ------------  ------------
Net earnings per share. . . . . . . . . . . . . . . .  $                   1.72   $      1.80   $      0.29
                                                       =========================  ============  ============

Weighted average number of common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . .                30,278,133    31,241,288    32,220,066
Diluted . . . . . . . . . . . . . . . . . . . . . . .                30,961,108    31,430,398    32,475,155


Other comprehensive income:
Net earnings. . . . . . . . . . . . . . . . . . . . .  $                 53,224   $    56,426   $     9,349
Foreign currency translation. . . . . . . . . . . . .                     9,424        18,466        10,977
Minimum pension liability, net of tax . . . . . . . .                       (59)         (305)       (7,460)
Mark-to-market of external investments. . . . . . . .                        52             -             -
Hedging activities, net of tax. . . . . . . . . . . .                         -             -           276
                                                       -------------------------  ------------  ------------
Comprehensive income. . . . . . . . . . . . . . . . .  $                 62,641   $    74,587   $    13,142
                                                       =========================  ============  ============
<FN>

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
</TABLE>


<TABLE>
<CAPTION>


CONSOLIDATED  BALANCE  SHEETS
(IN  THOUSANDS,  EXCEPT  SHARE  AMOUNTS)



                                                                           AS OF DECEMBER 31,
<S>                                                             <C>                   <C>
                                                                               2004        2003
                                                                --------------------  ----------
ASSETS:
--------------------------

Current assets:
------------------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $           137,829   $  61,294
Accounts receivable, net of allowance for doubtful
receivables of $11,822 and $11,908, respectively . . . . . . .              142,455     137,149
Inventories, net . . . . . . . . . . . . . . . . . . . . . . .               80,445      75,775
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .               10,183       8,137
Deferred income taxes. . . . . . . . . . . . . . . . . . . . .               18,303      22,960
                                                                --------------------  ----------
    Total current assets . . . . . . . . . . . . . . . . . . .              389,215     305,315

Property, plant and equipment, net of accumulated
depreciation of $189,167 and $172,741, respectively. . . . . .              110,463     113,642
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .              194,287     194,200
Intangibles, net of accumulated amortization of $11,933 and
$10,266, respectively. . . . . . . . . . . . . . . . . . . . .               28,434      30,061
Deferred income taxes. . . . . . . . . . . . . . . . . . . . .               34,675      31,759
Other assets, net. . . . . . . . . . . . . . . . . . . . . . .               16,645      22,258
                                                                --------------------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $           773,719   $ 697,235
                                                                ====================  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:

Current liabilities:
--------------------
Accounts payable . . . . . . . . . . . . . . . . . . . . . . .  $            54,732   $  53,153
Dividends payable. . . . . . . . . . . . . . . . . . . . . . .                1,212         908
Accrued compensation . . . . . . . . . . . . . . . . . . . . .               12,370      11,860
Accrued interest . . . . . . . . . . . . . . . . . . . . . . .               12,700      12,732
Accrued income taxes . . . . . . . . . . . . . . . . . . . . .                7,293       3,220
Short-term notes payable . . . . . . . . . . . . . . . . . . .                  489         940
Current installments of long-term obligations. . . . . . . . .                  264         558
Other current liabilities. . . . . . . . . . . . . . . . . . .               40,052      42,252
                                                                --------------------  ----------
    Total current liabilities. . . . . . . . . . . . . . . . .              129,112     125,623
                                                                --------------------  ----------

Long-term obligations. . . . . . . . . . . . . . . . . . . . .              301,077     301,203
Deferred income taxes. . . . . . . . . . . . . . . . . . . . .                9,267       6,232
Retirement benefits, less current portion. . . . . . . . . . .               26,588      20,679
Other long-term liabilities. . . . . . . . . . . . . . . . . .                3,644       4,486
                                                                --------------------  ----------
    Total liabilities. . . . . . . . . . . . . . . . . . . . .              469,688     458,223
                                                                --------------------  ----------

Shareholders' equity:
-----------------------
Common stock, authorized 75,000,000 shares, issued 46,838,700
at December 31, 2004, and 46,813,138 shares at December 31,
2003, at stated value of $1.00 per share . . . . . . . . . . .               46,839      46,813
Additional paid-in capital . . . . . . . . . . . . . . . . . .               33,053      25,884
Retained earnings. . . . . . . . . . . . . . . . . . . . . . .              327,080     278,705
Accumulated other comprehensive income . . . . . . . . . . . .               11,772       2,355
Less - cost of common shares held in treasury, 16,547,686 at
December 31, 2004, 16,548,604 at December 31, 2003.. . . . . .             (114,713)   (114,745)
                                                                --------------------  ----------
    Total shareholders' equity . . . . . . . . . . . . . . . .              304,031     239,012
                                                                --------------------  ----------
Total liabilities and shareholders' equity . . . . . . . . . .  $           773,719   $ 697,235
                                                                ====================  ==========
<FN>

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
</TABLE>


<TABLE>
<CAPTION>


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(IN  THOUSANDS)



                                                               YEAR ENDED DECEMBER 31,
<S>                                            <C>                        <C>        <C>
                                                                   2004       2003        2002
                                               -------------------------  ---------  ----------
Cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . .  $                 53,224   $ 56,426   $   9,349
                                               -------------------------  ---------  ----------
Adjustments to reconcile net income to
net  income from continuing operations:
Earnings (loss) from discontinued operations,
net of  tax . . . . . . . . . . . . . . . . .                         -      5,592     (22,128)
                                               -------------------------  ---------  ----------
Income from continuing operations . . . . . .                    53,224     50,834      31,477
Adjustments to reconcile earnings from
continuing operations to net cash provided by
operating activities:
Depreciation. . . . . . . . . . . . . . . . .                    16,148     15,793      16,361
Amortization. . . . . . . . . . . . . . . . .                     3,009      3,301       6,222
Provision for bad debts . . . . . . . . . . .                     3,562      2,606       4,773
Deferred income taxes . . . . . . . . . . . .                     5,679     12,094       7,047
Stock compensation expense. . . . . . . . . .                     6,544      4,219       4,028
Impairment charges. . . . . . . . . . . . . .                         -          -         982
Changes in assets and liabilities:
(Increase) decrease in receivables. . . . . .                    (2,580)     3,450      23,607
(Increase) decrease in inventories. . . . . .                    (1,857)     8,059      29,313
(Increase) decrease in prepaid expenses . . .                    (1,720)    (2,283)      2,884
Increase (decrease) in accounts payable . . .                    (1,960)      (554)       (599)
Decrease in accrued expenses. . . . . . . . .                    (3,661)      (427)     (3,531)
Increase (decrease) in income tax liabilities                     3,843     (8,890)     (8,652)
Other . . . . . . . . . . . . . . . . . . . .                     5,046      6,350       3,400
                                               -------------------------  ---------  ----------
Cash provided by continuing operations. . . .                    85,277     94,552     117,312
Cash provided by discontinued operations. . .                         -     (3,135)      8,881
                                               -------------------------  ---------  ----------
   Net cash flows provided by operating
      activities. . . . . . . . . . . . . . .                    85,277     91,417     126,193
                                               -------------------------  ---------  ----------

Cash flows from investing activities:
Capital expenditures. . . . . . . . . . . . .                   (12,447)   (12,527)     (7,277)
Proceeds from disposition of fixed assets . .                     3,913      1,823       2,890
Dispositions of businesses. . . . . . . . . .                         -      5,000           -
                                               -------------------------  ---------  ----------
  Net cash flows used in investing activities                    (8,534)    (5,704)     (4,387)

Cash flows from financing activities:
Net repayments of short-term borrowings . . .                      (520)    (1,480)    (18,356)
Proceeds from long-term borrowings. . . . . .                        24      3,570      82,611
Repayments of long-term borrowings. . . . . .                      (537)    (5,367)   (168,276)
Proceeds from exercise of stock options . . .                       619        812         360
Issuance (acquisition) of treasury stock. . .                        32    (51,753)       (822)
Dividends paid. . . . . . . . . . . . . . . .                    (3,635)    (3,754)     (2,581)
                                               -------------------------  ---------  ----------
  Net cash flows used in financing activities                    (4,017)   (57,972)   (107,064)

Effect of exchange rate changes on cash
and cash equivalents. . . . . . . . . . . . .                     3,809      1,534         210
                                               -------------------------  ---------  ----------
Net increase in cash and cash equivalents . .                    76,535     29,275      14,952
Cash and cash equivalents at beginning of
   year.  . . . . . . . . . . . . . . . . . .                    61,294     32,019      17,067
                                               -------------------------  ---------  ----------
Cash and cash equivalents at end of year. . .  $                137,829   $ 61,294   $  32,019
                                               =========================  =========  ==========

Cash paid for interest. . . . . . . . . . . .  $                 30,014   $ 31,467   $  38,663
                                               =========================  =========  ==========
Cash paid for income taxes. . . . . . . . . .  $                 16,804   $ 17,785   $   9,829
                                               =========================  =========  ==========

<FN>

SEE  ACCOMPANYING  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY
(IN  THOUSANDS)


                                                                       Accumulated
                                             Additional                   Other                       Total
                                    Common     Paid-in    Retained    Comprehensive    Treasury    Shareholders'
<S>                             <C>           <C>        <C>         <C>              <C>         <C>
                                     Stock     Capital    Earnings        Income         Stock         Equity
                                ------------  --------  ----------  ----------------  ----------  ---------------
Balance at December 31, 2001 .  $     46,410  $ 16,923   $ 218,619   $      (19,579)  $ (58,942)  $      203,431

Stock awards . . . . . . . . .            50       833           -                -           -              883
Exercise of stock options. . .           180       180           -                -           -              360
Stock compensation . . . . . .             -     3,145           -                -           -            3,145
Net earnings . . . . . . . . .             -         -       9,349                -           -            9,349
Dividends declared . . . . . .             -         -      (2,581)               -           -           (2,581)
Tax benefit adjustment . . . .             -       180           -                -           -              180
Currency translation . . . . .             -         -           -           10,977           -           10,977
Increase in minimum pension
liability, net of tax. . . . .             -         -           -           (7,460)          -           (7,460)
Hedging activities, net of tax             -         -           -              276           -              276
Shares acquired. . . . . . . .             -         -           -                -        (822)            (822)
                                ------------  --------  ----------  ----------------  ----------  ---------------
Balance at December 31, 2002 .        46,640    21,261     225,387          (15,786)    (59,764)         217,738

Stock awards . . . . . . . . .             5       109           -                -           -              114
Exercise of stock options. . .           168       644           -                -           -              812
Stock compensation . . . . . .             -     4,104           -                -           -            4,104
Net earnings . . . . . . . . .             -         -      56,426                -           -           56,426
Dividends declared . . . . . .             -         -      (3,108)               -           -           (3,108)
Tax benefit adjustment . . . .             -      (234)          -                -           -             (234)
Currency translation . . . . .             -         -           -           18,446           -           18,446
Increase in minimum pension
liability, net of tax. . . . .             -         -           -             (305)          -             (305)
Shares acquired. . . . . . . .             -         -           -                -     (54,981)         (54,981)
                                ------------  --------  ----------  ----------------  ----------  ---------------
Balance at December 31, 2003 .        46,813    25,884     278,705            2,355    (114,745)         239,012

Stock awards . . . . . . . . .             2        68           -                -           -               70
Exercise of stock options. . .            24       595           -                -           -              619
Stock compensation . . . . . .             -     6,474           -                -           -            6,474
Net earnings . . . . . . . . .             -         -      53,224                -           -           53,224
Dividends declared . . . . . .             -         -      (4,849)               -           -           (4,849)
Tax benefit adjustment . . . .             -        32           -                -           -               32
Currency translation . . . . .             -         -           -            9,424           -            9,424
Increase in minimum pension
liability, net of tax. . . . .             -         -           -              (59)          -              (59)
Shares released from treasury.             -         -           -                -          32               32
Other. . . . . . . . . . . . .             -         -           -               52           -               52
                                ------------  --------  ----------  ----------------  ----------  ---------------
Balance at December 31, 2004 .  $     46,839  $ 33,053   $ 327,080   $       11,772   $(114,713)  $      304,031
                                ============  ========  ==========  ================  ==========  ===============
<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

Business  Description  MacDermid,  Incorporated  and  its  subsidiaries
(collectively, "us" or "we") was established in Waterbury, Connecticut, in 1922.
We  develop, produce and market a broad line of specialty chemical products that
are  used  worldwide.  These  products  are  supplied  to  the metal and plastic
finishing  markets  (for  automotive  and  other  applications), the electronics
industry (to create electrical patterns on circuit boards), the offshore oil and
gas  markets  (for  oil drilling and exploration) and to the commercial printing
and  packaging industries (for image transfer and offset printing applications).

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.  Certain amounts in the
prior  periods  of the consolidated financial statements and footnotes have been
reclassified  to  conform  to  the  current  year  presentation.

Use  of  Estimates  The  preparation of the consolidated 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.

Cash and Cash Equivalents For the purpose of the consolidated statements of cash
flows,  we consider all highly liquid debt instruments purchased with an initial
maturity  of  three  months  or  less  to  be  cash  equivalents.

Credit  Risk  Management  Approximately  42%  of  our  products  are sold to the
printing  industry  and 25% of our products are sold to manufacturers of printed
circuit  boards.  This  level  of concentration exposes us to certain collection
risks  which  are  subject  to  a  variety  of  factors,  including economic and
technological  change within these industries.  As is common in our industry, we
generally  do  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 on our trade accounts receivable.  We establish a reserve
against  possible  uncollectible  amounts  based  on  historical  experience and
specific  knowledge  about  our  customers'  ability  to  pay.

Inventories.  Inventories  are  stated  at  the lower of average cost or market.
Management  regularly  reviews  inventories  for  obsolescence  and calculates a
proper  reserve  based  on  historical  write-offs,  customer  demand,  product
evolution,  usage rates and quantities of stock on hand.  Inventory in excess of
our estimated usage requirements is written down to its estimated net realizable
value.

Property,  Plant  and Equipment and Other Long-Lived Assets  Property, plant and
equipment  are  stated  at  cost  less  accumulated  depreciation.  We  record
depreciation  on  a  straight-line  basis over the estimated useful life of each
asset.

Estimated  useful  lives  by  asset  class  are  as  follows:
Furniture,  fixtures,  automobiles,  computers,  etc       3  to  5  years
Machinery,  equipment,  buildings,  building  improvements   5  to  30  years
Leasehold  improvements                lesser  of  useful  life  or  lease life

Maintenance  and  repair  costs  are  charged  directly to expense; renewals and
betterments  which  significantly  extend  the  useful  life  of  the  asset are
capitalized.  Costs  and  accumulated  depreciation  and  amortization on assets
fully  depreciated, retired or disposed of are removed from the accounts and any
resulting  gains  or  losses  are  credited  or charged to earnings accordingly.

We  assess  our  long-lived  assets for impairment whenever events or changes in
circumstances  indicate  their  carrying  value  may  not  be  recoverable.  In
determining  recoverability  of  an  asset,  we  must determine the asset's fair
value,  which, if a stated market price is not available, may require us to make
significant  assumptions  about the future cash generating ability of the asset.
If  we determine that an asset is impaired, we charge the difference between the
asset's  fair  value  and  book value to expense in the period the impairment is
identified.

Goodwill  and  Other  Intangible  Assets.  We  account  for  goodwill  and other
intangible  assets  under  Statement  of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (FAS No. 142).  Pursuant to FAS No. 142, we
do not amortize goodwill and other intangible assets that have indefinite useful
lives.  Definite-lived  intangible  assets  such  as  patents  and various other
intangible  assets  are  amortized on a straight-line basis over their estimated
useful  lives,  which are currently 15 years for patents and range between 5 and
30  years  for  other  separately identifiable intangible assets.  In accordance
with  FAS  No.  142,  we  test  all  goodwill  and  other intangible assets with
indefinite  lives  for  impairment  on  an  annual  basis,  or  more  often  if
circumstances  warrant.  See  further  discussion  of testing and impairments at
Footnote  5,  Goodwill  and  Other  Intangible  Assets.

Employee  Benefits.  We  sponsor a variety of employee benefit programs, most of
which are non-contributory.  The accounting policies we use to account for these
plans  are  as  follows:
Retirement.  We  provide  a  defined  contribution  401K  retirement  plan  for
substantially  all  domestic  employees.  We  also maintain two non-contributory
defined benefit pension plans, one domestic and one foreign.  The projected unit
credit  actuarial  method is used for financial reporting purposes in accordance
with Financial Accounting Standard No. 87, "Employers' Accounting for Pensions,"
(FAS  No.  87).  In addition, we contribute to an employee stock ownership plan,
which  provide  retirement  benefits  based  upon  amounts  credited to employee
accounts within the plans.  Our funding policy for qualified plans is consistent
with  federal  or  other  local  regulations  and  customarily equals the amount
deducted  for  Federal  and  local  income  tax  purposes.  Foreign subsidiaries
contribute  to other plans, which may be administered privately or by government
agencies  in  accordance  with  local  regulations.
Post-retirement  We  currently  accrue  for post-retirement health care benefits
for  U.S.  employees  hired  prior to April 1, 1997.  The post-retirement health
care  plan  is  unfunded.
Post-employment  We  currently accrue for post-employment disability benefits to
employees  meeting specified service requirements.  The post-employment benefits
plan  is  unfunded.

Financial  Instruments  The  carrying  amounts  of  our  financial  instruments,
including  cash  and cash equivalents, accounts receivable, accounts payable and
accrued  liabilities,  approximate  fair value due to the short-term maturity of
these  instruments.  The  fair  value  of  long-term  debt  was  $334,665,  or
approximately  $34,280  higher  than  its  carrying  value.  The  fair  value of
long-term  obligations  for  our  interest  rate swap (see Footnote 9, Long-term
Obligations)  was  determined based on quoted market value from the bank holding
the  investment.

Foreign  Operations.  The assets and liabilities of our foreign subsidiaries are
translated into U.S. dollars using foreign currency exchange rates prevailing as
of  the  balance  sheet  date.  Revenue  and  expense accounts are translated at
weighted-average  foreign  currency  exchange  rates  for the periods presented.
Translation  of  the  financial  statements resulted in an increase in equity of
$9,424  and  $18,446  in  2004  and  2003,  respectively,  and are reported as a
separate  component of other comprehensive income in our Consolidated Statements
of  Changes  in Stockholders' Equity.  Foreign currency transactions included in
the Consolidated Statements of Earnings resulted in a loss of $1,541 in 2004 and
a  gain  of  $39  and  $576  in  2003  and  2002,  respectively.

Revenue  Recognition.  We  recognize  revenue,  including  freight  charged  to
customers,  when  products  are  shipped  and  the  customer takes ownership and
assumes  the  risk  of  loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  Our  shipping  terms  are customarily "FOB shipping point" and do
not  include  right  of  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.

Expenses
Cost  of  Sales  Cost  of  sales  consists  primarily  of raw material costs and
related  purchasing  and  receiving  costs  used  in  the manufacturing process,
direct,  salary and wages and related fringe benefits, packaging costs, shipping
and  handling  costs,  plant  overhead  and  other  costs  associated  with  the
manufacture  and  distribution  of  our  products.
Selling,  technical  and  administrative  expenses  Selling,  technical  and
administrative  expenses  consist  primarily  of  personnel  and  travel  costs,
advertising and marketing expenses, product development expenses, administrative
expenses  associated  with  accounting,  finance,  legal,  human  resource, risk
management  and  overhead  associated  with  these  functions.
Research  and  development  Research  and  development  is expensed as incurred.

Income  Taxes.  The  provision for income taxes includes federal, foreign, state
and  local  income  taxes  currently  payable  in the U.S. and abroad.  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.

Stock-based  Plans.  We grant stock options to our Board of Directors and to our
employees.  We  also  grant  stock  awards to our Board of Directors.  The stock
awards are granted at fair market value and the related expense is recognized at
the  date  of  grant.  The  amount  of expense recognized during the years ended
December  31, 2004, 2003, and 2002 related to the stock awards was $70, $114 and
$883,  respectively.  Effective April 1, 2001, we adopted the fair value expense
recognition  provisions  of Statement of Financial Accounting Standards No. 123,
Accounting  for Stock Based Compensation (SFAS 123), prospectively, to all stock
options  granted,  modified  or  settled  after  April  1,  2001.  Accordingly,
compensation  expense  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.  During the years ended December 31,
2004,  2003,  and  2002,  we charged $6,474, $4,104 and $3,145, respectively, to
expense  related  to stock options.  Previously, and since April 1, 1996, we had
adopted the disclosure requirements of SFAS 123 and continued to account for our
stock  options by applying the expense recognition provisions of APB Opinion No.
25,  Accounting  for  Stock  Issued  to  Employees  ("APB  25").
Had  we  used  the  fair  value expense recognition method of accounting for all
stock  options granted under our plans between April 1, 1996, and April 1, 2001,
net  earnings and net earnings per common share for the years ended December 31,
2004,  2003,  and  2002,  would  have  been  reduced  to the following pro forma
amounts:


<TABLE>
<CAPTION>




                                                            YEARS ENDED DECEMBER 31,
<S>                                            <C>                         <C>       <C>
                                                                    2004      2003      2002
                                               --------------------------  --------  --------
Net income available for common shareholders:
As reported . . . . . . . . . . . . . . . . .  $                  53,224   $56,426   $ 9,349
Add: stock based employee compensation
expense included in reported net income, net
of related tax effects. . . . . . . . . . . .                      4,385     2,868     2,663
Deduct: total stock based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects . . . . . . . . . . . . .                     (4,462)   (3,263)   (3,329)
                                               --------------------------  --------  --------
Pro forma net income. . . . . . . . . . . . .  $                  53,147   $56,031   $ 8,683
                                               ==========================  ========  ========

Net income per common share:
Basic
As reported . . . . . . . . . . . . . . . . .  $                    1.76   $  1.81   $  0.29
                                               ==========================  ========  ========
Pro forma . . . . . . . . . . . . . . . . . .  $                    1.76   $  1.79   $  0.27
                                               ==========================  ========  ========

Diluted
As reported . . . . . . . . . . . . . . . . .  $                    1.72   $  1.80   $  0.29
                                               ==========================  ========  ========
Pro forma . . . . . . . . . . . . . . . . . .  $                    1.72   $  1.78   $  0.27
                                               ==========================  ========  ========
</TABLE>

Recent  Accounting  Standards

The Financial Accounting Standards Board (FASB) finalized Staff Position No. FAS
106-1,  Accounting  and  Disclosure  Requirements  Related  to  the  Medicare
Prescription  Drug,  Improvement  and  Modernization Act of 2003 (FAS 106-1), in
January  2004.  FAS  106-1  permits  the deferral of application of Statement of
Financial Accounting Standards No. 106, Employers' Accounting for Postretirement
Benefits  Other  than  Pensions,  to  the  Medicare  Prescription Drug Bill.  We
deferred  application  of  FAS106-1  until the issuance of final guidance by the
FASB.

In  May  2004,  the  FASB  issued  Staff  Position No. FAS 106-2, Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug, Improvement,
and  Modernization Act of 2003, (FAS 106-2).  FAS 106-2 gives guidance on proper
accounting  and  disclosure  treatment  for  changes  in  company-sponsored
single-employer defined benefit postretirement health care plans affected by the
Medicare  Prescription  Drug Bill.  FAS 106-2 is effective for the first interim
or annual period beginning after June 15, 2004.  We implemented FAS 106-2 during
our  third  fiscal  quarter of 2004, however because the U.S. Federal Government
has  not yet finalized legislation related to the exact calculation of a Federal
subsidy for qualifying plans, we have not yet been able to assess the impact the
adoption  of  this  pronouncement  will  have on our current or future financial
results.

The Financial Accounting Standards Board (FASB) finalized Staff Position No. FAS
109-1,  Application  of  FASB Statement No. 109, Accounting for Income Taxes, to
the  Tax  Deduction  on Qualified Production Activities Provided by the American
Jobs  Creation  Act  of  2004  (FAS  109-1),  and  Staff Position No. FAS 109-2,
Accounting and Disclosure for the Foreign Earnings Provision within the American
Jobs  Creation  Act  of  2004  (FAS 109-2), in December 2004.  The American Jobs
Creation  Act  of 2004 (the Act) provides for a temporary 85% dividends received
deduction on certain foreign earnings repatriated during a one-year period.  The
deduction  would  result  in  a  5.25%  Federal  tax rate on qualifying earnings
repatriated  under the Act.  We are not in a position to determine the impact of
the Act on our income tax expense for 2005.  See Footnote 8, "Income Taxes," for
further  discussion.

In  November  2004,  the  FASB  issued  Statement  No. 151, Inventory Costs - an
amendment  of ARB No. 43, Chapter 4 (FAS 151).  FAS 151 clarifies the accounting
treatment  of abnormal amounts of idle facility expense, freight, handling costs
and  spoilage  such  that  these  items  be recognized as current-period charges
regardless of whether they meet the criterion established in Accounting Research
Bulletin  (ARB)  No.  43  Chapter  4.  This statement is effective for inventory
costs  incurred  during fiscal years beginning after June 15, 2005, with earlier
application  permitted.  We  are  assessing the impact that FAS 151 will have on
our  financial  statements.

In  December  2004,  the FASB issued a revision (the revision) of FASB Statement
No.  123,  Accounting  for  Stock-Based  Compensation,  (FAS  123)  which  also
supersedes  APB Opinion No 25, Accounting for Stock Issued to Employees, and its
related  implementation  guidance.  The  revision  establishes standards for the
accounting  treatment  of  transactions  in which an entity exchanges its equity
instruments  for goods or services, as well as certain transactions in which the
entity  may  settle  based  on the fair value or exchange of the entity's equity
instruments.  In addition to providing additional guidance on how to measure and
report  fair  value  of  these  equity instruments, the pronouncement also gives
guidance on option expense, related tax benefits, and cash flow treatment, among
other things.  The revision is effective for us as of the beginning of the first
interim  or  annual  reporting  period  that begins after June 15, 2005.  We are
assessing  the  impact  that the revision will have on our financial statements.


2.  EARNINGS  PER  SHARE

The  following table reconciles basic weighted-average common shares outstanding
to  diluted weighted-average common shares outstanding and shows the calculation
for  basic  and  diluted  earnings  per  share:

<TABLE>
<CAPTION>




                                                                YEAR ENDED DECEMBER 31,
<S>                                          <C>                       <C>          <C>
                                                                 2004         2003         2002
                                             ------------------------  -----------  ------------

Earnings from continuing operations before
cumulative effect of accounting change. . .  $                 53,224  $    49,820  $    31,477
Discontinued operations, net of tax . . . .                         -        5,592      (22,128)
Cumulative effect of accounting change, net
of tax. . . . . . . . . . . . . . . . . . .                         -        1,014            -
                                             ------------------------  -----------  ------------
Net income. . . . . . . . . . . . . . . . .  $                 53,224  $    56,426  $     9,349
                                             ========================  ===========  ============



Basic shares outstanding. . . . . . . . . .                30,278,133   31,241,288   32,220,066
Dilutive effect of stock options. . . . . .                   682,975      189,110      255,089
                                             ------------------------  -----------  ------------
Diluted shares outstanding. . . . . . . . .                30,961,108   31,430,398   32,475,155
                                             ========================  ===========  ============

Basic earnings per common share:
Continuing operations . . . . . . . . . . .  $                   1.76  $      1.60  $      0.98
Discontinued operations . . . . . . . . . .                         -         0.18        (0.69)
Cumulative effect of accounting change. . .                         -         0.03            -
                                             ------------------------  -----------  ------------
Net earnings per share. . . . . . . . . . .  $                   1.76  $      1.81  $      0.29
                                             ========================  ===========  ============

Diluted earnings per common share:
Continuing operations . . . . . . . . . . .  $                   1.72  $      1.59  $      0.98
Discontinued operations . . . . . . . . . .                         -         0.18        (0.69)
Cumulative effect of accounting change. . .                         -         0.03            -
                                             ------------------------  -----------  ------------
Net earnings per share. . . . . . . . . . .  $                   1.72  $      1.80  $      0.29
                                             ========================  ===========  ============

Anti-dilutive securities. . . . . . . . . .                 1,919,950    1,521,710    1,162,300
</TABLE>

The  dilutive  effects of stock options were determined by applying the treasury
stock  method, assuming we were to purchase common shares with the proceeds from
stock  option  exercises.  Anti-dilutive  securities  were  not  included in our
calculation  because  the  stock  options' exercise prices were greater than the
average  market  price  of  the  common  shares  during  the  periods presented.


3.  INVENTORIES

The  major  components  of  inventory  as of December 31, 2004, and 2003 were as
follows:

<TABLE>
<CAPTION>




                                  AS OF DECEMBER 31,
<S>                         <C>                  <C>
                                           2004     2003
                            -------------------  -------

Finished goods . . . . . .  $            43,802  $37,396
Raw materials and supplies               29,563   30,062
Equipment. . . . . . . . .                7,080    8,317
                            -------------------  -------
Total net inventories. . .  $            80,445  $75,775
                            ===================  =======

</TABLE>



4.  PROPERTY,  PLANT  AND  EQUIPMENT

The  major  components of property, plant and equipment as of December 31, 2004,
and  2003  were  as  follows:

<TABLE>
<CAPTION>




                                                     AS OF DECEMBER 31,
<S>                                       <C>                   <C>
                                                         2004        2003
                                          --------------------  ----------

Land and improvements. . . . . . . . . .  $            11,256   $  10,990
Buildings and improvements . . . . . . .              106,292     102,069
Machinery, equipment, and fixtures . . .              182,082     173,324
                                          --------------------  ----------
Total property, gross of depreciation. .              299,630     286,383
Less accumulated depreciation. . . . . .             (189,167)   (172,741)
                                          --------------------  ----------
Total property, plant and equipment, net  $           110,463   $ 113,642
                                          ====================  ==========

</TABLE>


We  retained  a  building and equipment with a net book value of $2,500 that was
associated  with  our Electronics Manufacturing segment that was discontinued in
2003  (see  Footnote  16,  "Discontinued  Operations).  These  items  were  not
classified as held for sale as of December 31, 2003.  The equipment retained had
a  net  book  value  of  $1,500  and  was  sold  in  2004  for  $1,700


5.  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS

Acquired  intangible  assets  as of December 31, 2004, and 2003, are as follows:

<TABLE>
<CAPTION>



                                                         As of
                              December 31, 2004                     December 31, 2003
            ------------------------------------------------------------------------------------------
              Gross Carrying        Accumulated        Net    Gross Carrying    Accumulated      Net
<S>         <C>                 <C>                  <C>      <C>              <C>             <C>
                   Amount          Amortization      Amount         Amount      Amortization    Amount
            ------------------  -------------------  -------  ---------------  --------------  -------
Patents. .  $           17,566  $           (8,087)  $ 9,479  $        17,566  $      (6,851)  $10,715
Trademarks              20,135              (2,115)   18,020           20,133         (1,951)   18,182
Others . .               2,666              (1,731)      935            2,628         (1,464)    1,164
            ------------------  -------------------  -------  ---------------  --------------  -------
   Total .  $           40,367  $          (11,933)  $28,434  $        40,327  $     (10,266)  $30,061
            ==================  ===================  =======  ===============  ==============  =======
</TABLE>


Included  in  the  table above is the net carrying amount of $16,233 at December
31,  2004,  and  December 31, 2003, for trademarks which are not being amortized
due  to  the indefinite life associated with these assets.  Amortization expense
related  to  amortization  of intangible assets for the years ended December 31,
2004,  2003,  and  2002,  was  $1,752,  $2,093  and  $2,454,  respectively.

Amortization expense for intangible assets is expected to approximate $1,700 for
each  of  the  next  five  years.

The  goodwill  carrying  amount  for  the Advanced Surface Finishing segment was
$122,157  and  $122,070  as  of  December 31, 2004, and 2003, respectively.  The
goodwill  carrying  amount  for the Printing Solutions segment was $72,130 as of
December  31,  2004,  and  2003.

Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible  Assets  (FAS  No.  142),  stipulates that we are required to perform
goodwill and other intangible asset impairment tests on at least an annual basis
and  more  frequently  in  certain  circumstances.  We  performed  our  annual
impairment testing for 2004 during our fourth fiscal quarter and determined that
no  goodwill  or  other intangible assets were impaired.  In 2002, we included a
charge of $27,389 in our discontinued operations during the last quarter of 2002
related  to  impaired goodwill in our ASF segment because our impairment testing
under  FAS  No.  142  revealed  the  goodwill  was  impaired  as a result of the
increasingly  deteriorating  printed  circuit  board markets in Europe and North
America.  We  also  wrote  off $982 in our ASF segment because it was determined
that  the  net  book  value  was no longer supported by our discounted cash flow
analysis.


6.  STOCK  COMPENSATION  PLANS

We  provide  stock  compensation  to certain of our employees and members of our
Board  of  Directors through an equity incentive plan and through four different
stock  option plans.  These plans have different terms and features as described
below

Equity  Incentive  Plan

In  1996,  we  adopted  a  non-qualified  equity incentive plan, approved by the
shareholders  in July 1995.  The plan provides for the issuance of up to 900,000
shares.  Certain  employees  and  members  of  our  Board of Directors have been
granted  a  total  of 624,610 restricted shares, having market prices of between
$4.75  and  $38.31  on  the  dates  of  grant.   There  have  been 93,520 shares
forfeited  under this plan leaving 368,910 shares available for future issuance.
All shares of restricted stock issued under this plan must be held and cannot be
sold  or  transferred,  except to us for a period of four years from the date of
the  award.  We recognize compensation expense for shares issued under this plan
equal  to  the  market  value  of the shares on the date of grant.  Compensation
expense  relating  to  this  plan  was  $70,  $114  and $883 for the years ended
December  31,  2004,  2003  and  2002,  respectively

Stock  Option  Plans

In  1993, we adopted a non-qualified stock option plan, approved by shareholders
in  July  1992  (the  1992  plan).  The  plan provides for the issuance of up to
2,700,000  shares.   We  have granted options totaling 2,874,065 shares of which
328,500  share have been forfeited, leaving 154,435 options available for future
issuance  under  this  plan.  Options  granted under the 1992 plan are generally
exercisable after a four year vesting period at a fixed price that can be as low
as  two-thirds  of  the  market  price  at  the  grant  date.  The  options  are
exercisable  into  restricted  shares  of  common stock, which cannot be sold or
transferred,  except  back to us at cost, during the four-year period commencing
with  the  exercise date.  There are 12,065 options outstanding for this plan as
of  December 31, 2004 at an exercise price of $32.75 per share.  No compensation
expense  was  recognized for this plan during the years ended December 31, 2004,
2003,  and  2002. During 2004 an employee allowed 135,000 shares in this plan to
expire  unexercised.  These  shares  may  be  re-instated  pending  shareholder
approval  in 2005.  If shareholder approval is not received these shares will be
forfeited.

We  adopted  a non-qualified stock option plan, approved by shareholders in July
1999  (the  1999  plan).  The  plan provides for the issuance of up to 1,500,000
shares.  We have granted options totaling 1,006,650 shares of which 166,050 have
been forfeited, leaving 659,400 options available for future issuance under this
plan.  Options  granted  under  the 1999 plan generally are exercisable during a
ten-year  period  beginning  with  the  grant  date, at a fixed 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.  There are 829,600
options  outstanding  for  this  plan as of December 31, 2004 at exercise prices
ranging  from $30.33 to $55.50 per share. No compensation expense was recognized
for  this  plan  during  the  years  ended  December  31,  2004, 2003, and 2002.

We  adopted  a  non-qualified  key  executive  stock  option  plan,  approved by
shareholders  in  July  2001 (the 2001 executive plan).  The plan, as amended by
our  shareholders  in 2004, provides for the issuance of up to 5,000,000 shares.
We have granted options totaling 3,046,494 of which 497,000 have been forfeited,
leaving  2,450,506  options  available  for  future  issuance  under  this plan.
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  options  are  exercisable  into unrestricted shares of common
stock,  except  as otherwise provided at the time of grant.  The option price is
variable  either  up  or  down,  based  upon  the market price at date of grant,
adjusted for our stock price performance in comparison to the Standard and Poors
Specialty Chemicals Index during the six years following the date of grant.  The
options  initially  had exercise prices ranging from $16.75 to $38.65 per share,
the  exercise  prices  of  these  options as of December 31, 2004 now range from
$22.07  to $45.05 per share based on our stock price performance.  The number of
options  exercisable  is  also  variable either up or down based upon a multiple
determined  by  our  cumulative  percentage of owner earnings growth, defined as
cash  flow  from  operations  less  net  capital expenditures, and in some cases
earnings  per share growth during the four year vesting period, based on targets
set  at  the  time  of  grant.  The  multiple  can range from 50% to 200% of the
original  shares  issued.  We  recognize  compensation  expense on the number of
shares  that  we expect to issue based on our historical progress and our future
expectations of meeting the targets established at the time of grant.  There are
2,507,494  shares  outstanding for this plan which we have adjusted to 3,238,465
shares as of December 31, 2004 for purposes of recognizing compensation expense.
Compensation  expense  of $5,929, $3,601 and $2,555 was recognized for this plan
for  the  years  ended  December  31,  2004,  2003  and  2002  respectively.

Also,  in  2001,  we  adopted  a  non-qualified  all employee stock option plan,
approved  by  shareholders  in  July  2001  (the  2001 employee plan).  The plan
provides  for  the  issuance  of up to 1,000,000 shares.  Certain employees have
been  granted  options  totaling  674,375  of  which  290,825  option  have been
forfeited,  leaving  616,450  options  available  for  future issuance.  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  fixed  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  at  the  time  of  grant.  As  of December 31, 2004 there were 379,800
options  outstanding  under  this plan at exercise prices ranging from $16.75 to
$38.65  per  share.  Compensation  expense of $545, $503 and $590 was recognized
for this plan for the years ended December 31, 2004, 2003 and 2002 respectively.

The activity in our fixed price stock option plans (the 1992 plan, 1999 plan and
the  2001  all employee plan) is summarized in the following table for the years
ended  December  31,  2004,  2003  and  2002:

<TABLE>
<CAPTION>



FIXED OPTION PLANS:
                                                                          OPTIONS EXERCISABLE AT YEAR-END
                                                                          -------------------------------
<S>                      <C>                               <C>              <C>         <C>
                                                             WEIGHTED-                      WEIGHTED-
                                      OUTSTANDING             AVERAGE                        AVERAGE
                                        OPTIONS             EXERCISE PRICE     SHARES      EXERCISE PRICE
                         --------------------------------  ---------------  ----------  -----------------

As of December 31, 2001                        2,025,965   $         26.39   1,468,715  $         30.05
Granted in 2002                                   30,250   $         20.02
Exercised in 2002                               (180,000)  $          2.00
Forfeited in 2002 . . .                         (161,450)  $         16.75
                         --------------------------------  ---------------
As of December 31, 2002                        1,714,765   $         29.75   1,288,715  $         33.97
Granted in 2003 . . . .                           50,100   $         23.79
Exercised in 2003 . . .                         (135,500)  $          1.94
Forfeited in 2003 . . .                          (92,375)  $         18.01
                         --------------------------------  ---------------
As of December 31, 2003                        1,536,990   $         32.71   1,153,715  $         37.72
Granted in 2004 . . . .                           36,775   $         32.33
Exercised in 2004 . . .                          (14,250)  $         27.23
Forfeited in 2004 . . .                         (203,050)  $         42.50
Allowed to expire . . .                         (135,000)  $          1.79
                         --------------------------------  ---------------
As of December 31, 2004                        1,221,465   $         34.56     841,665  $         41.74
                         ================================  ===============

</TABLE>


The following table summarizes information about fixed stock options outstanding
at  December  31,  2004.


<TABLE>
<CAPTION>




<S>                        <C>               <C>          <C>
                                          WEIGHTED-AVERAGE
                                             REMAINING        WEIGHTED-
                                          CONTRACTUAL LIFE     AVERAGE
RANGE OF EXERCISE PRICES.       SHARES        (YEARS)      EXERCISE PRICE
-------------------------  ----------------  -----------  ---------------
16.75 - $21.81 . . . . .           338,875          6.6  $          17.13
28.26 - $38.65 . . . . .           258,690          5.8  $          30.56
45.00 - $55.50 . . . . .           623,900          4.3  $          45.67
                           ----------------  -----------  ---------------
                                  1,221,465         5.3  $          34.56
                           ================  ===========  ===============


</TABLE>

The  activity  in  our  indexed price stock option plan (2001 executive plan) is
summarized  in  the  following table for the years ended December 31, 2004, 2003
and  2002:


<TABLE>
<CAPTION>



INDEXED OPTION PLANS:
                                                                          OPTIONS EXERCISABLE AT YEAR-END
                                                                          -------------------------------
                                                               WEIGHTED-                 WEIGHTED-
                                    OUTSTANDING                 AVERAGE                  AVERAGE
<S>                      <C>                                <C>              <C>      <C>
                                       OPTIONS               EXERCISE PRICE   SHARES   EXERCISE PRICE
                         ---------------------------------  ---------------  --------  --------------
As of December 31, 2001                           670,500   $         16.75        -               -
Granted . . . . . . . .                           977,869   $         19.54
Exercised . . . . . . .                                 -   $             -
Forfeited . . . . . . .                          (200,000)  $         17.66
                         ---------------------------------  ---------------
As of December 31, 2002                         1,448,369   $         18.51        -               -
Granted . . . . . . . .                           893,125   $         22.96
Exercised . . . . . . .                           (32,500)  $         17.57
Forfeited . . . . . . .                          (119,500)  $         18.58
                         ---------------------------------  ---------------
As of December 31, 2003                         2,189,494   $         20.33        -               -
Granted . . . . . . . .                           505,000   $         38.65
Exercised . . . . . . .                            (9,500)  $         21.17
Forfeited . . . . . . .                          (177,500)  $         24.50
                         ---------------------------------  ---------------
As of December 31, 2004  $                      2,507,494   $         23.72        -               -
                         =================================  ================

</TABLE>

The  following  table  summarizes  information  about  indexed  stock  options
outstanding  at  December  31,  2004.

<TABLE>
<CAPTION>




                                         WEIGHTED-AVERAGE
                                             REMAINING       WEIGHTED-
<S>                        <C>               <C>          <C>
                                         CONTRACTUAL LIFE     AVERAGE
RANGE OF EXERCISE PRICES.    SHARES           (YEARS)     EXERCISE PRICE
                        ------------------  -----------  ---------------
16.75 - $22.51 . . . . .         2,002,494          7.3  $         20.04
28.49 - $38.65 . . . . .           505,000          9.1  $         38.31
                        ------------------  -----------  ---------------
                                 2,507,494          7.7  $         23.72
                        ==================  ===========  ===============

</TABLE>


Application  of  the  fair  value  expense  recognition method of accounting for
options  resulted  in  expense  included in the results of operations of $6,474,
$4,104,  and  $3,145,  as of December 31, 2004, 2003 and 2002 respectively.  The
following table summarizes the weighted-average grant-date fair value of options
granted  during  the  years  ended  December  31,  2004,  2003  and  2002.  The
fair-values  were determined by utilizing the Black-Scholes option-pricing model
using  the  key  assumptions  listed  below:

<TABLE>
<CAPTION>



                                       2004                 2003                  2002
                              --------------------  -------------------  ---------------------
<S>                           <C>        <C>        <C>        <C>        <C>        <C>
                               INDEXED      FIXED   INDEXED     FIXED     INDEXED      FIXED
----------------------------  ---------  ---------  --------  ---------  ---------  ----------
Weighted-average fair value.  $  10.46   $  16.28   $   7.63   $  13.28   $   8.61   $  11.28
Risk-free interest rate. . .      1.60%      3.85%      2.03%      2.94%      1.84%      4.24%
Expected option life (years)   6 years    6 years    6 years    6 years    6 years    6 years
Expected volatility. . . . .      24.6%        50%      34.6%      60.0%      39.1%      53.0%
Dividend yield . . . . . . .      0.30%      0.51%      0.37%      0.39%      0.38%      0.38%

</TABLE>


7.  PENSION,  POST-RETIREMENT  AND  POST-EMPLOYMENT  PLANS

We have a defined benefit pension plan, defined contribution profit sharing plan
and  an  employee  stock  ownership  plan.  These  plans  are  available  to
substantially  all  of  our  domestic  employees.  Aggregate  amounts charged to
earnings  for  these plans for the years ended December 31, 2004, 2003, and 2002
were $5,132, $5,222 and $5,709, respectively.  As of January 1, 2005, we changed
our  defined  contribution  profit sharing and employee stock ownership plans to
eliminate  profit  sharing  contributions and remove age restrictions imposed on
MacDermid,  Inc.  stock  held  for  investment  purposes  in  the  plan.

Domestic  pension

We sponsor a domestic pension plan that is available to substantially all of our
domestic employees that provides retirement benefits based upon years of service
and  compensation  levels.  We  also sponsor a Supplemental Executive Retirement
Plan  (SERP)  for  certain  domestic  executive  officers.  The  SERP  is  a
non-qualified plan and entitles executive officers to the difference between the
benefits  actually  paid  to  them under the Pension Plan and the benefits which
they  would  have  received  under  the  Pension  Plan  were  it not for certain
restrictions  imposed  under  the  IRS  Code  relating to the amount of benefits
payable under the Pension Plan.  Covered compensation under the SERP includes an
employee's  annual  salary  and  bonus.

At  December  31,  2004,  the  accumulated  benefit obligation was $52,770.  The
measurement  date  used  each year to determine pension and other postretirement
benefits  is  September 30, at which time the minimum contribution level for the
following  year  is  determined.  The  estimated  future  benefit  payments  are
presently  expected to approximate $2,000 - $2,500 per year for each of the next
five  years  and  $18,279  in  the  aggregate for the five years after that.  We
expect  to  contribute  pension  funding  requirements  of  $1,700  in  2005 and
approximately  $2,000  each  of  the  four  years thereafter.  The plans' assets
consist  primarily  of bonds, guaranteed investment contracts and listed stocks,
including 393,255 shares of our common stock having a market value of $14,197 at
December 31, 2004, and $13,465 at December 31, 2003.  The weighted-average asset
allocation  of  our  pension  benefit  plan  was 28% debt securities, 69% equity
securities,  and  3%  cash  at  December  31,  2004.  The Board of Directors has
appointed  an  investment  committee  that meets at least four times per year in
order  to assess risk factors, rates of return, and asset allocation limitations
as  prescribed  by the committee's investment policy statement.  In addition, an
annual  review  is  conducted  in order to ensure that proper funding levels are
maintained  for  the  plan  and  that the plan can meet its long-term retirement
obligations.  Return on asset (ROA) assumptions are determined annually based on
a  review  of  the asset mix as well as individual ROA performances, benchmarked
against  indexes  such  as  the  S&P  500  index  and  Russell  2000  index.

As  of  January 1, 2005, we amended our defined benefit pension plan and SERP to
reflect  a  retirement  age of 65 years old from 60 years old.  This change will
have  an  effect  on  the  accumulated  benefit  obligation  going  forward.

Foreign  pension

We  also have a retirement and death benefit plan, covering employees located in
the United Kingdom.  As of April 6, 1997, this plan was 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.

At  December  31,  2004,  the  accumulated  benefit obligation was $67,067.  The
measurement  date  used  each year to determine pension and other postretirement
benefits  is  September 30, at which time the minimum contribution level for the
following  year  is  determined.  The  estimated  future  benefit  payments  are
presently  expected to approximate $2,300 - $2,600 per year for each of the next
five  years  and  $14,200  in  the  aggregate for the five years after that.  We
expect  to  contribute  pension  funding  requirements  of  $3,800  in  2005 and
approximately  $5,000  each  of  the  four  years thereafter.  The plans' assets
consist  primarily  of bonds, guaranteed investment contracts and listed stocks.
The  weighted-average  asset allocation of our pension benefit plan was 34% debt
securities  and  66%  equity  securities.  An  independent  trustee  committee
appointed  by  both  management  and  the employees in the plan meet in order to
assess  risk  factors,  rates  of  return,  and  asset allocation limitations as
prescribed  by  the  committee's  investment  policy statement.  In addition, an
annual  review  is  conducted  in order to ensure that proper funding levels are
maintained  for  the  plan  and  that the plan can meet its long-term retirement
obligations.

Our  other  foreign subsidiaries maintain benefit plans that are consistent with
statutory  practices  that are not significant individually or in the aggregate.

Post-retirement  benefits

We  sponsor a defined benefit postretirement medical and dental plan that covers
all of our domestic full-time employees hired prior to April 1, 1997, who retire
after  age  55  with  at  least 10-20 years of service (depending on the date of
hire).  Eligible  employees  receive  a  subsidy from us towards the purchase of
their  retiree  medical  benefits.  This  subsidy  level is based on the date of
retirement  from  MacDermid,  Inc.  All  domestic employees who retired prior to
March  31,  1989 received a medical subsidy of $2,625 during calendar year 2004.
Those  retiring  from  MacDermid,  Inc.  after  April 1, 1989 received a medical
subsidy  of  $1,868 during calendar year 2004.  The annual increase in our costs
for  post-retirement  medical is subject to a cap of 5% for those retiring prior
to  March 31, 1989 and 3% for those retiring after April 1, 1989.  Retirees will
be  required  to  contribute  the  plan cost in excess of the cap in addition to
other  required  contributions.

The  projected  benefit  obligation for the post-retirement plan at December 31,
2004,  was comprised of 64% retirees,12% fully eligible active participants, and
24%  other  active  participants.  The  annual increase in cost is 3% and 5% for
post-retirement  medical  benefits,  based  on the date of retirement, since our
contributions  are  at  a  defined cap.  The medical cost rate assumption has no
effect  on  the  amounts  reported  due  to  the  cap  on  contributions paid by
MacDermid,  Inc.  There is no assumed rate increase for dental benefits since it
is  a  scheduled  plan.

Post-employment  benefits

We sponsor a defined benefit post-employment compensation continuation plan that
covers all of our 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  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 at December 31,
2004,  and  2003.  Our  2003  domestic  pension  disclosure has been adjusted to
include  our  SERP  plan  in  order  to  conform  to current year presentation.:

<TABLE>
<CAPTION>

                                                        Pension  Benefits              Postretirement Benefits
                                          --------------------------------------------  ----------------------
                                                 2004                    2003              2004        2003
                                          ---------------------  ---------------------  ----------  ----------
<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. . . . . . . . . . . .  $  61,050   $ 54,811   $  51,506   $ 48,331   $   6,927   $   6,894
Service cost . . . . . . . . . . . . . .      3,857        541       3,682        568         128         116
Interest cost on projected benefit
obligation . . . . . . . . . . . . . . .      3,755      2,895       3,417      2,702         421         405
Plan participant contributions . . . . .          -        349           -        300         202           -
Plan amendments. . . . . . . . . . . . .       (611)         -           -          -           -        (702)
Actuarial (gain)/loss excluding
assumption change. . . . . . . . . . . .       (958)     6,686       1,391        480        (531)         87
Actuarial (gain)/loss due to
assumption change. . . . . . . . . . . .      1,636          -       2,957          -        (171)        392
Benefits paid. . . . . . . . . . . . . .     (1,968)    (2,285)     (1,903)    (2,841)       (585)       (265)
Translation difference . . . . . . . . .          -      4,070           -      5,271           -           -
                                          ----------  ---------  ----------  ---------  ----------  ----------
Projected benefit obligation at end of
    year . . . . . . . . . . . . . . . .  $  66,761   $ 67,067   $  61,050   $ 54,811   $   6,391   $   6,927
                                          ----------  ---------  ----------  ---------  ----------  ----------

RECONCILIATION OF FAIR VALUE OF PLAN
    ASSETS:
Fair value of plan assets at beginning
of year. . . . . . . . . . . . . . . . .  $  43,101   $ 44,880   $  36,093   $ 37,778   $       -   $       -
Actual return on plan assets, net of
expenses . . . . . . . . . . . . . . . .      2,358      3,785       4,762      4,368           -           -
Employer contribution. . . . . . . . . .      3,383      1,608       4,149      1,155         383         265
Plan participant contribution. . . . . .          -        349           -        300         202           -
Benefits paid. . . . . . . . . . . . . .     (1,968)    (2,285)     (1,903)    (2,841)       (585)       (265)
Translation difference . . . . . . . . .          -      3,332           -      4,120           -           -
                                          ----------  ---------  ----------  ---------  ----------  ----------
Fair value of plan assets at end of year  $  46,874   $ 51,669   $  43,101   $ 44,880   $       -   $       -
                                          ----------  ---------  ----------  ---------  ----------  ----------

FUNDED STATUS:
Funded status. . . . . . . . . . . . . .  $ (19,887)  $(15,398)  $ (17,949)  $ (9,931)  $  (6,391)  $  (6,927)
Unrecognized net actuarial loss. . . . .     12,067     15,398      10,638     15,312       1,142       2,097
Contributions after measurement date . .      1,000          -         692          -          96           -
Unamortized prior service cost . . . . .       (457)         -         181          -         156         173
Plan amendments. . . . . . . . . . . . .          -          -           -          -           -           -
                                          ----------  ---------  ----------  ---------  ----------  ----------
Net amount recognized. . . . . . . . . .  $  (7,277)  $      -   $  (6,438)  $  5,381   $  (4,997)  $  (4,657)
                                          ----------  ---------  ----------  ---------  ----------  ----------

AMOUNTS RECOGNIZED IN THE
CONSOLIDATED BALANCE SHEETS:
Accrued benefit liability. . . . . . . .  $  (7,277)  $(15,398)  $  (6,438)  $ (9,931)  $  (4,997)  $  (4,657)
Accumulated other comprehensive
    income . . . . . . . . . . . . . . .          -     15,398           -     15,312           -           -
                                          ----------  ---------  ----------  ---------  ----------  ----------
Net amount recognized. . . . . . . . . .  $  (7,277)  $      -   $  (6,438)  $  5,381   $  (4,997)  $  (4,657)
                                          ==========  =========  ==========  =========  ==========  ==========


WEIGHTED AVERAGE ASSUMPTIONS:
Discount rate. . . . . . . . . . . . . .        6.0%       5.6%       6.25%       5.5%       6.00%       6.25%
Rate of compensation increase. . . . . .        4.5%       3.0%        4.5%       4.5%          -           -
Long-term rate of return on assets . . .        8.0%       7.5%        8.0%       8.0%          -           -

</TABLE>


The  components  of  net periodic benefit cost of the pension and postretirement
benefit  plans  with  respect to the consolidated statements of earnings for the
year  ended  December  31,  2004,  2003,  and  2002  were  as  follows:

<TABLE>
<CAPTION>



PENSION BENEFITS:
                                              YEAR ENDED             YEAR ENDED          YEAR ENDED
                                          DECEMBER 31, 2004      DECEMBER 31, 2003     DECEMBER 31, 2002
                                        ---------------------  ---------------------  ---------------------
<S>                                     <C>         <C>        <C>         <C>        <C>         <C>
                                         DOMESTIC    FOREIGN    DOMESTIC    FOREIGN    DOMESTIC    FOREIGN
                                        ----------  ---------  ----------  ---------  ----------  ---------
NET PERIODIC BENEFIT EXPENSE:
Service cost . . . . . . . . . . . . .  $   3,857   $    541   $   3,683   $    568   $   3,836   $    479
Interest cost on the projected benefit
obligation . . . . . . . . . . . . . .      3,755      2,895       3,417      2,702       3,010      2,279
Expected return on plan assets . . . .     (3,505)    (3,359)     (2,864)    (3,127)     (2,483)    (2,525)
Amortization of prior service cost . .         28          -          28          -          25          -
Amortization of transition obligation.          -          -           -          -           -          -
Recognized actuarial (gain)/loss . . .        394        812         282        684         280        723
                                        ----------  ---------  ----------  ---------  ----------  ---------
Net periodic benefit cost. . . . . . .  $   4,529   $    888   $   4,546   $    827   $   4,668   $    956
                                        ==========  =========  ==========  =========  ==========  =========

POSTRETIREMENT BENEFITS:
                                             YEAR ENDED DECEMBER 31,
                                           2004       2003        2002
                                        ----------  ---------  ----------
NET PERIODIC BENEFIT EXPENSE:
Service cost . . . . . . . . . . . . .  $     128   $    116   $     126
Interest cost on the projected benefit
obligation . . . . . . . . . . . . . .        421        405         417
Expected return on plan assets . . . .          -          -           -
Amortization of prior service cost . .         18         17         126
Amortization of transition obligation.        156        100           -
Recognized actuarial (gain)/loss . . .          -          -           -
                                        ----------  ---------  ----------
Net periodic benefit cost. . . . . . .  $     723   $    638   $     669
                                        ==========  =========  ==========

</TABLE>


8.  INCOME  TAXES

Income  tax  expense  (benefit)  is  allocated  as  follows:

<TABLE>
<CAPTION>




                                                          YEAR ENDED DECEMBER 31,
<S>                                          <C>                        <C>       <C>
                                                                 2004      2003       2002
                                             -------------------------  --------  ---------
Income tax expense. . . . . . . . . . . . .  $                 24,513   $23,466   $ 16,122
Discontinued operations . . . . . . . . . .                         -      (902)   (11,666)
Shareholders' equity for the tax effects of
stock-based compensation expense in
excess of amounts  recognized for financial
reporting purposes, and for the tax effects
of minimum pension liability, hedging
activities and foreign currency translation                        (4)      127      2,386
                                             -------------------------  --------  ---------
Total . . . . . . . . . . . . . . . . . . .  $                 24,509   $22,691   $  6,842
                                             =========================  ========  =========

</TABLE>


Income  tax  expense (benefit) attributable to income from continuing operations
for  2004,  2003,  and  2002  consisted  of:

<TABLE>
<CAPTION>





<S>                      <C>                  <C>         <C>
                                 CURRENT      DEFERRED     TOTAL
                         ----------------------------------------
                                    DECEMBER 31, 2004
                         ----------------------------------------

U.S. Federal. . . . . .  $            3,534   $   2,627   $ 6,161
State and local . . . .                 387         499       886
Foreign . . . . . . . .              18,646      (1,180)   17,466
                         -------------------  ----------  -------
                         $           22,567   $   1,946   $24,513
                         ===================  ==========  =======

                         ----------------------------------------
                                    DECEMBER 31, 2003
                         ----------------------------------------
U.S. Federal. . . . . .  $            6,186   $   6,511   $12,697
State and local . . . .                 993       2,610     3,603
Foreign . . . . . . . .               4,193       2,973     7,166
                         -------------------  ----------  -------
                         $           11,372   $  12,094   $23,466
                         ===================  ==========  =======

                         ----------------------------------------
                                    DECEMBER 31, 2002
                         ----------------------------------------
U.S. Federal. . . . . .  $             (803)  $   5,873   $ 5,070
State and local . . . .                (271)        864       593
Foreign . . . . . . . .              10,149         310    10,459
                         -------------------  ----------  -------
                         $            9,075   $   7,047   $16,122
                         ===================  ==========  =======

</TABLE>


Income tax expense (benefit) attributable to continuing operations differed from
the  amounts computed by applying the U.S. Federal statutory tax rates to pretax
income  for  2004,  2003  and  2002,  as  a  result  of  the  following:


<TABLE>
<CAPTION>




                                                          YEAR ENDED DECEMBER 31,
<S>                                         <C>                        <C>       <C>
                                                               2004      2003      2002
                                            -------------------------  --------  --------
U.S. Federal statutory tax rate. . . . . .                      35.0%     35.0%     35.0%
                                            =========================  ========  ========

Taxes computed at U.S. statutory rate. . .  $                 27,208   $25,650   $16,660
State income taxes, net of Federal benefit                       576       792       499
Foreign tax rate differential. . . . . . .                     3,044     3,535    (3,377)
Export tax benefits. . . . . . . . . . . .                    (1,160)   (1,273)     (769)
Net change in valuation allowance. . . . .                    (5,294)   (3,995)    3,904
Other, net . . . . . . . . . . . . . . . .                       139    (1,243)     (795)
                                            -------------------------  --------  --------
Actual income taxes. . . . . . . . . . . .  $                 24,513   $23,466   $16,122
                                            =========================  ========  ========

Effective tax rate . . . . . . . . . . . .                      31.5%     32.0%     33.9%
                                            =========================  ========  ========

</TABLE>



Earnings from continuing operations before income taxes and cumulative effect of
an  accounting change included foreign earnings of $57,570, $56,613, and $40,046
for  2004,  2003,  and  2002,  respectively.

We  have  not recognized a deferred tax liability for the undistributed earnings
of  foreign  subsidiaries  that  arose in 2004 and prior years because we do not
expect  to  repatriate those earnings in the foreseeable future.  A deferred tax
liability  will be recognized when we expect that we will recover those earnings
in  a  taxable  transaction,  such  as  the  receipt of dividends or sale of the
investment,  net  of  foreign  tax credits.  A determination of the deferred tax
liability  related  to the undistributed earnings of foreign subsidiaries is not
practical.  The  undistributed earnings of those subsidiaries were approximately
$178,503  at  December  31,  2004.

We are currently evaluating the impact of the American Jobs Creation Act of 2004
(the  Act)  enacted  on  October 22, 2004.  The Act provides for a temporary 85%
dividends  received  deduction  on certain foreign earnings repatriated during a
one-year  period.  The  deduction  would  result  in a 5.25% Federal tax rate on
qualifying  earnings  repatriated  under  the  Act.  We are not in a position to
determine  the  impact of the Act on our income tax expense for fiscal 2005.  We
are  in  the  process  of  interpreting  recent  regulatory guidance in order to
determine  whether repatriation under the Act would be beneficial.  We expect to
complete  our  evaluation  by  June  30, 2005.  The range of reasonably possible
amounts  that  could  be  repatriated  under  the  Act  is  $0  to $75,000.  The
additional  Federal income tax net of foreign tax credits would be $0 to $3,500.

The  tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and liabilities at December 31, 2004, and 2003 are as
follows:

<TABLE>
<CAPTION>




                                                                    AS OF DECEMBER 31,
<S>                                                           <C>                   <C>
                                                                             2004       2003
                                                              --------------------  ---------
DEFERRED TAX ASSETS:
Accounts receivable, primarily due to allowance for doubtful
doubtful accounts. . . . . . . . . . . . . . . . . . . . . .  $             1,550   $  1,912
Inventories. . . . . . . . . . . . . . . . . . . . . . . . .                5,313      5,831
Accrued liabilities. . . . . . . . . . . . . . . . . . . . .                5,028      4,675
Acquisition accrued liabilities. . . . . . . . . . . . . . .                5,533      6,909
Employee benefits. . . . . . . . . . . . . . . . . . . . . .               15,830     17,448
Research and development tax credits . . . . . . . . . . . .                2,555      2,244
Foreign tax credits. . . . . . . . . . . . . . . . . . . . .                3,655      4,360
Net operating losses . . . . . . . . . . . . . . . . . . . .               19,665     23,885
Impairment and asset write-downs . . . . . . . . . . . . . .               24,292     28,236
Alternative minimum tax credits. . . . . . . . . . . . . . .                1,055      1,043
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                    -      5,239
                                                              --------------------  ---------
Total gross assets . . . . . . . . . . . . . . . . . . . . .               84,476    101,782
Valuation reserve. . . . . . . . . . . . . . . . . . . . . .              (11,952)   (17,246)
                                                              --------------------  ---------
Total gross deferred tax assets. . . . . . . . . . . . . . .               72,524     84,536
                                                              --------------------  ---------

DEFERRED TAX LIABILITIES:
Plant and equipment, primarily due to depreciation . . . . .                7,806      5,140
Intangibles and other assets . . . . . . . . . . . . . . . .               16,927     21,375
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .                4,080      9,534
                                                              --------------------  ---------
Total gross deferred tax liabilities . . . . . . . . . . . .               28,813     36,049
                                                              --------------------  ---------

Net deferred tax asset . . . . . . . . . . . . . . . . . . .  $            43,711   $ 48,487
                                                              ====================  =========

</TABLE>


The  valuation  allowance  for  deferred  tax  assets was $11,952 and $17,246 at
December  31,  2004,  and  2003,  respectively.  The net change in the valuation
allowance  for  2004  includes  a  decrease  of  $2,210  related  to foreign net
operating  losses  and a decrease of $3,119 related to foreign tax credits which
management  feels  are  more  likely  than  not  to be realized.    In assessing
whether deferred tax assets will be realized, management considers whether it is
more  likely  than  not that some portion or all of the deferred tax assets will
not  be  realized.  The ultimate realization of deferred tax assets is dependent
upon  the  generation of future taxable income during the periods in which those
temporary  differences  become  deductible.  Management  considers the scheduled
reversal  of  deferred  tax  liabilities,  projected  future taxable income, tax
planning  strategies  and  expiration  dates  of  certain deferred tax assets in
making  this  assessment.  Based upon the level of historical taxable income and
projections for future taxable income over the periods in which the deferred tax
assets  are  deductible,  management  believe it is more likely than not that we
will  realize  the benefits of these deductible differences, net of the existing
valuation  allowances  at  December  31,  2004.

At  December  31,  2004,  we have net operating losses of approximately $804 for
Federal,  $55,772 for state and $44,840 for foreign that are available for carry
forward.  The majority of the state net operating losses expire during the years
2014  through  2023.  The  majority  of  the  foreign  net  operating loss carry
forwards  expire  during  the  years  2007  through  2013.

The large difference between the Federal net operating loss carryforward and the
total of the state net operating loss carry forwards is due to the nature of how
we  file our tax returns for state income tax purposes versus Federal income tax
purposes.  We  file  a consolidated tax return for Federal purposes.  Any losses
incurred  by  members  of the consolidated group can be offset against income of
other  members.  The  consolidated  group  is  generally  profitable for Federal
income  tax  purposes  so  significant tax losses have not been generated.  Many
states  require  that  separate  returns  be  filed  for  each  member  of  the
consolidated  group  with  a taxable presence in that particular state.  Some of
the  federal  consolidated  group members generate losses on a stand-alone basis
based  on  their  particular businesses or functions.  Additionally, some states
which  allow  for  the  filing of a consolidated return have variations in state
laws  regarding  the  inclusion  of  certain  items  of  income.

The  deferred  tax  asset  associated  with  the  state  net  operating  loss
carryforwards  is  calculated using an average rate of 7.18%.  This results in a
deferred tax asset of $4,005.  There is a valuation allowance which has provided
for  100% of this deferred tax asset because it is less likely than not that the
asset will be utilized based on the company's domestic operations and structure.

The  deferred  tax  asset  associated  with  the  foreign  net  operating  loss
carryforwards  is  calculated  using  the  statutory  tax  rates of the relevant
foreign  tax  jurisdictions.  This results in a deferred tax asset of $15,378 as
of December 31, 2004.  A valuation allowance of $5,654 has been provided against
the deferred tax assets associated with certain foreign net operating loss carry
forwards  because  the recent results of the business units associated with loss
carry  forwards  indicate that it is more likely than not that the benefits from
net  operating  loss  carryforwards  will  not  be  realized.

In  addition,  we  have  approximately  $3,655 of foreign tax credits, $2,555 of
research  and  development  tax  credits  and  $1,055 of alternative minimum tax
credits  that  are available for carryforward.  These carryforward periods range
from  5  years  to  unlimited.

9.  DEBT  AND  CAPITAL  LEASES

Our  debt  and  capital  lease  obligations  as  of  December 31, 2004, and 2003
consisted  of  the  following:

<TABLE>
<CAPTION>




                                                                   AS OF DECEMBER 31,
<S>                                                        <C>                   <C>
                                                                        2004       2003
                                                           --------------------  ---------

Notes payable . . . . . . . . . . . . . . . . . . . . . .  $               489   $    940
                                                           ====================  =========

Senior Subordinated Notes, 9 1/8%, unsecured, due 2011. .  $           300,385   $300,265
Term loan, variable rate, unsecured, due 2008 . . . . . .                  132        365
Capitalized lease obligations . . . . . . . . . . . . . .                  824      1,131
                                                           --------------------  ---------
Total long-term obligations, inclusive of current portion              301,341    301,761
Less current portion. . . . . . . . . . . . . . . . . . .                 (264)      (558)
                                                           --------------------  ---------
Total long-term borrowings. . . . . . . . . . . . . . . .  $           301,077   $301,203
                                                           ====================  =========

Unamortized bond discount included in Senior
subordinated notes. . . . . . . . . . . . . . . . . . . .                1,115      1,235
                                                           --------------------  ---------
Total principal due on long-term borrowings . . . . . . .  $           302,456   $302,996
                                                           ====================  =========
</TABLE>


Minimum  future  principal  payments  on  debt  and capital leases subsequent to
December  31,  2004,  are  as  follows:

<TABLE>
<CAPTION>




<S>         <C>              <C>              <C>
            CAPITAL LEASES   LONG-TERM DEBT    TOTAL
            ---------------  ---------------  --------
2005 . . .  $           264  $             -  $    264
2006 . . .              336                -       336
2007 . . .               60                -        60
2008 . . .               26              132       158
2009 . . .               28                -        28
Thereafter              110          301,500   301,610
            ---------------  ---------------  --------
Total. . .  $           824  $       301,632  $302,456
            ===============  ===============  ========

</TABLE>


Notes  payable

Our  notes payable balance December 31, 2004, and 2003 is made up of outstanding
foreign  borrowings  under  available  lines of credit.  Our domestic borrowings
provide  for interest rates at or below the prime rate on the date of borrowing.
There  were  no  borrowings  on  our domestic lines of credit as of December 31,
2004.  Our foreign borrowings carry interest rates that vary with local currency
exchange  rate  changes.  Our  aggregate borrowing capacity under these lines of
credit  approximate  $13,118  at  December 31, 2004, and can be withdrawn at any
time  at  the  option  of  the  banks.  The  weighted-average  interest rates on
short-term  borrowings outstanding at the end of December 31, 2004 and 2003 were
1.6%  and  3.3%,  respectively.

Senior  unsubordinated  notes
On  June 20, 2001, we issued 9 1/8% Senior Subordinated Notes ("Bond Offering"),
due  2011,  for  the face amount of $301,500.  Interest on this Bond Offering is
due  semi-annually  on  January  15th and July 15th.  The proceeds from the Bond
Offering  were  used to pay down the term loans, revolving credit facilities and
other  previously existing debt facilities.  At June 2001, we had an outstanding
interest  rate  swap  agreement  that hedged one of our previously existing term
loans.  When this term loan was extinguished through the Bond Offering, the swap
became  an  open  position.  See  Footnote  15, "Derivatives and Other Financial
Instruments,"  for  further  discussion.

The  Bond  Offering  was  fully,  jointly  and  severally,  irrevocably  and
unconditionally guaranteed by our domestic subsidiaries at the time of issuance.
See  Footnote  18,  "Guarantor  Financial  Information," for further information
about  the  guarantee.

Term  loans

We have one outstanding term loan which had an outstanding balance of $132 as of
December  31,  2004.  The  loan is unsecured and bears a variable interest rate,
which was 3.11% at December 31, 2003, and 2004.  Interest on this loan is due in
semi-annual  installments.  The  balance  is  due  in  2008.

Revolving  Credit  facility

We  have a $50,000 committed revolving credit facility that expires in 2006.  We
can  borrow  foreign  currencies  and  U.  S.  dollars  against  this  facility.
Commitment  fees  under the revolving credit lines are variable, ranging from 25
to  62.5 basis points on the unused balance.  Under the credit agreement, we are
subject  to  covenants  which  require  us  to  meet  certain  qualitative  and
quantitative  thresholds.  Under  these covenants, we are required to maintain a
net  worth greater than $183,000, a ratio of earnings before income taxes (EBIT)
to  interest  expense  greater  than  2.5  to  1.0, and a ratio of total debt to
earnings  before tax, depreciation and amortization (EBITDA) of no less than 3.5
to  1.0.  We  were  in compliance with all of these covenants as of December 31,
2004.  The revolving credit facility bears interest at a variable rate, which is
based  on  a  ratio  of our debt to earnings before certain expenses.  The rates
were  set from 1.25% to 1.875% above the applicable London interbank market rate
("LIBOR").  At December 31, 2004, and 2003, there were no borrowings outstanding
under  this  facility.

Other  debt  facilities

We  carry  various  short-term  debt facilities worldwide which are used to fund
short-term  cash needs when the need arises.  No amounts were outstanding on any
of  these  facilities  as  of  December 31, 2004, or 2003.  We also have various
overdraft  facilities  available  to  us.  Our  borrowing  capacity  under these
overdraft  facilities was $29,320 at December 31, 2004.  Some of these overdraft
lines  carry  variable  interest  rates.  As of December 31, 2004, our overdraft
lines  bore  interest  rates  ranging  up  to  5.0%.

10.  SEGMENT  REPORTING

We  operate  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.  Chemicals supplied by the Advanced Surface Finishing
segment  are  used  for  cleaning, activating, polishing, mechanical plating and
galvanizing,  electro-plating,  phosphatising, stripping and coating, filtering,
anti-tarnishing  and  rust  retarding  for metal and plastic surfaces associated
with  automotive  and  industrial  applications.  The Advanced Surface Finishing
segment  also  supplies  chemicals  for etching copper and imprinting electrical
patterns for various electronics applications and lubricants and cleaning agents
associated  with  offshore oil and gas operations.  The products supplied by the
Printing  Solutions  segment  include offset printing blankets and photo-polymer
plates  used  in packaging and newspaper printing, offset printing applications,
and  digital  printers  and related supplies.  Net sales for all of our products
fall  into  one  of  these  two  business  segments.

The  results  of  operations for each business segment include certain corporate
operating  costs  which  are allocated based on the relative burden each segment
bears  on  those  costs.  Identifiable  assets  for  each  business  segment are
reconciled  to total consolidated assets including unallocated corporate assets.
Unallocated  corporate  assets  consist  primarily of cash, deferred tax assets,
deferred  bond  financing  fees  and certain other long term assets not directly
associated  with the support of the individual segments.  Intersegment loans and
accounts  receivable  are included in the calculation of identifiable assets and
are  eliminated  separately.

The  following table gives relevant information regarding each segment's results
of  operations:

<TABLE>
<CAPTION>



<S>                                            <C>        <C>        <C>
                                                 2004       2003       2002
                                               ---------  ---------  ---------

Net sales:
   Advanced Surface Finishing
Total segment net sales . . . . . . . . . . .  $395,062   $355,459   $336,416
Intersegment sales. . . . . . . . . . . . . .    (8,339)    (7,328)    (7,822)
                                               ---------  ---------  ---------
 Net external sales for the segment . . . . .   386,723    348,131    328,594
Printing Solutions. . . . . . . . . . . . . .   274,062    271,755    282,896
                                               ---------  ---------  ---------
   Consolidated net sales . . . . . . . . . .  $660,785   $619,886   $611,490
                                               =========  =========  =========

Depreciation and amortization:
   Advanced Surface Finishing . . . . . . . .  $  9,874      9,705   $ 12,598
   Printing Solutions . . . . . . . . . . . .     9,283      9,389      9,985
                                               ---------  ---------  ---------
   Consolidated depreciation and amortization  $ 19,157   $ 19,094   $ 22,583
                                               =========  =========  =========

Operating profit:
   Advanced Surface Finishing . . . . . . . .  $ 62,728   $ 50,858   $ 35,888
   Printing Solutions . . . . . . . . . . . .    42,682     48,292     48,245
                                               ---------  ---------  ---------
     Consolidated operating profit. . . . . .  $105,410   $ 99,150   $ 84,133
                                               =========  =========  =========

Capital expenditures:
   Advanced Surface Finishing . . . . . . . .  $  8,032   $  6,348   $  2,521
   Printing Solutions . . . . . . . . . . . .     2,282      2,481      3,195
   Corporate. . . . . . . . . . . . . . . . .     2,133      3,075        182
   Discontinued Operations. . . . . . . . . .         -        623      1,379
                                               ---------  ---------  ---------
     Consolidated capital expenditures. . . .  $ 12,447   $ 12,527   $  7,277
                                               =========  =========  =========

</TABLE>


Total  assets  by  segment  as  of  December 31, 2004, and 2003 were as follows:

<TABLE>
<CAPTION>



                                          As of
                                December 31,    December 31,
<S>                           <C>             <C>
                                    2004            2003
                              --------------  --------------
Advanced Surface Finishing .  $     499,119   $     513,729
Printing Solutions . . . . .        277,488         268,204
Unallocated corporate assets        132,035          88,039
Intercompany eliminations. .       (134,923)       (172,737)
                              --------------  --------------
   Consolidated assets . . .  $     773,719   $     697,235
                              ==============  ==============
</TABLE>


Sales  and  assets  by  geographic  region  were:

<TABLE>
<CAPTION>



<S>                           <C>       <C>        <C>       <C>       <C>
                              UNITED     OTHER                ASIA
                              STATES    AMERICAS   EUROPE    PACIFIC    CONSOLIDATED
                             ---------  ---------  --------  --------  -------------
Year Ended December 31, 2004
Net sales. . . . . . . . . .  $250,793  $  18,986  $240,063  $150,943  $     660,785
Identifiable assets. . . . .  $328,814  $   8,823  $342,695  $ 93,387  $     773,719

Year Ended December 31, 2003
Net sales. . . . . . . . . .  $247,883  $  18,508  $220,568  $132,927  $     619,886
Identifiable assets. . . . .  $293,851  $   8,710  $310,479  $ 84,195  $     697,235

Year Ended December 31, 2002
Net sales. . . . . . . . . .  $274,759  $  20,376  $199,108  $117,247  $     611,490
Identifiable assets. . . . .  $311,108  $   9,477  $319,286  $ 68,022  $     707,893

</TABLE>


11.  COMMON  AND  TREASURY  STOCK

Our  Restated  Certificate  of  Incorporation provides for 75 million authorized
common  shares.  Common  shares  are  summarized  in  the  following  table:

<TABLE>
<CAPTION>




                                           YEAR ENDED DECEMBER 31,
<S>                         <C>                      <C>         <C>
                                            2004        2003        2002
                            -----------------------  ----------  -----------
Balance, beginning of year               46,813,138  46,639,757  46,409,757

Shares issued:
Options exercised. . . . .                   23,750     168,000     180,000
Stock awards . . . . . . .                    1,812       5,381     130,000
Shares cancelled:
Stock awards . . . . . . .                        -           -     (80,000)
                            -----------------------  ----------  -----------
Balance - end of year. . .               46,838,700  46,813,138  46,639,757
                            =======================  ==========  ===========
</TABLE>


The  Board  of Directors has from time-to-time authorized the purchase of issued
and  outstanding shares of our common stock.  Any future repurchases under these
authorizations will depend on various factors, including the market price of our
shares, our business  and  financial  position  and  general economic and market
conditions.  Additional  shares  acquired pursuant to such authorization will be
held  in  the our treasury and will be available for us 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.  On May 7, 2003, the Board of Directors voted
in  favor  of an authorization to purchase up to 3,000,000 of its common shares,
replacing  all  previous  authorizations.  Also  on  that  date,  we  executed a
purchase  and  sale  agreement  with  CVC  to  acquire  all  of  their 2,201,720
outstanding  MacDermid,  Incorporated  common  shares.  We  purchased  from CVC,
1,350,000  common shares on May 7, 2003, for $22.60 per share and 851,720 common
shares  on  September  22,  2003,  for  $25.00 per share.  At December 31, 2004,
authorization  to  purchase  798,280  common  shares  remained  outstanding.

Treasury stock activity is summarized in the following table for the years ended
December  31,  as  follows

<TABLE>
<CAPTION>




                                                YEAR ENDED DECEMBER 31,
<S>                         <C>                       <C>          <C>
                                            2004         2003         2002
                            ------------------------  -----------  ----------
Balance, beginning of year               16,548,604   14,349,453   14,309,654
Shares acquired. . . . . .                        -    2,201,720       39,799
Shares released. . . . . .                     (918)      (2,569)           -
                            ------------------------  -----------  ----------
Balance - end of year. . .               16,547,686   16,548,604   14,349,453
                            ========================  ===========  ==========
</TABLE>


12.  OPERATING  LEASE  COMMITMENTS

We  have leases that expire at various dates through 2013 for certain office and
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 $9,323,
$8,883, and $9,758 for 2004, 2003 and 2002, respectively, of which $699, $1,017,
and  $877,  respectively,  were contingent rentals.  In addition, we have leased
equipment  at customers, which is generally subject to sublease agreements.  Net
rental  expense  for  these  sublease  agreements amounted to income of $368 for
2002.

Minimum  operating lease commitments for the fiscal years subsequent to December
31,  2004,  are  as  follows:

<TABLE>
<CAPTION>




<S>         <C>
            OPERATING
            ----------
2005 . . .  $    6,838
2006 . . .       4,346
2007 . . .       2,736
2008 . . .       1,898
2009 . . .       1,595
Thereafter       4,238
            ----------
Total. . .  $   21,651
            ==========
</TABLE>


13.  OTHER  INCOME  (EXPENSE)

The  major components of other income (expense) for the years ended December 31,
2004,  2003,  and  2002  were  as  follows:

<TABLE>
<CAPTION>




                                                 YEAR ENDED DECEMBER 31,
<S>                                  <C>                        <C>     <C>
                                                        2004     2003     2002
                                     -------------------------  ------  --------
MISCELLANEOUS INCOME:
Interest rate swaps . . . . . . . .  $                  1,099   $  633  $     -
Non-operating provision adjustments                       892      919        -
Joint ventures. . . . . . . . . . .                       810       11       40
CVC call and put gain . . . . . . .                         -    2,214        -
Foreign exchange. . . . . . . . . .                         -       39      576
Other . . . . . . . . . . . . . . .                       682      498        -
                                     -------------------------  ------  --------
Total miscellaneous income. . . . .  $                  3,483   $4,314  $   616
                                     =========================  ======  ========

MISCELLANEOUS EXPENSE:
Foreign exchange. . . . . . . . . .  $                 (1,541)  $    -  $     -
Interest rate swaps . . . . . . . .                         -        -   (2,611)
Other . . . . . . . . . . . . . . .                         -        -     (656)
                                     -------------------------  ------  --------
                                     $                 (1,541)  $    -  $(3,267)
                                     =========================  ======  ========

</TABLE>


14.  CONTINGENCIES,  ENVIRONMENTAL  AND  LEGAL  MATTERS

Environmental  Issues:

The nature of the our operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect to environmental cleanup or other matters, including those in connection
with  the disposal of hazardous materials.  As such, we are 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.  We have incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws  and  regulations.  We  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, we maintain a disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at our plants to identify and categorize potential environmental
exposure.

We  are named as a potentially responsible party ("PRP") at two Superfund sites,
Fike-Artel  in Nitro, West Virginia and Solvent Recovery Service in Southington,
Connecticut.  There  are  many other PRPs involved at these sites.  With respect
to  both  of these sites,  we have entered into cost sharing agreements with the
applicable  PRP groups and our allocated cost share with regard to each of these
sites  is  deminimus  at  0.2%.  Our  ongoing  costs  with  respect to each site
generally  range  from  about $2-$4 thousand dollars per quarter. As a result of
the  deminimus nature of the costs no specific reserve has been established.  We
have  also  been  contacted  with  requests  for  information with regard to two
additional  sites,  Whitney Barrel in Massachusetts and the Lake Calumet Cluster
site in Illinois. We have found no information connecting us or our subsidiaries
to these sites and have not received a PRP notice regarding these two additional
sites.  As  a  result  no  reserve  is deemed appropriate in this regard at this
time.  While the ultimate costs of such liabilities are difficult to predict, we
do  not  expect  that  our  costs  associated with these sites will be material.

In  addition,  some  of  our  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 we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental remediation reserve of $1,700, predominantly attributable to those
Canning  sites  that  we  believe  will require environmental remediation.  With
respect  to those sites, we also believe that our Canning subsidiary is entitled
under  the  Acquisition  Agreement  ("the  acquisition agreement") to withhold a
deferred  purchase price payment of approximately $1,600.  We estimate the range
of  cleanup  costs  at  the  Canning  sites  between  $2,000 and $5,000 and have
recorded  a  $3,300  accrual  (comprised of the foregoing $1,700 reserve and the
$1,600  deferred  purchase  price)  related  to  these  costs,  representing
management's  best  estimate  of  total costs within this range.  Investigations
into  the  extent  of  contamination, however, are ongoing with respect to these
sites.  To the extent our liabilities exceed the $1,600 deferred purchase price,
we may be entitled to additional indemnification payments.  Such recovery may be
uncertain, however, and would likely involve significant litigation expense.  We
have  instituted  an  arbitration to enforce the obligations of other parties to
the  acquisition agreement concerning the remediation of the Kearney, New Jersey
and  Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with a
confirmation,  in  our favor, that the former primary shareholders of the entity
that  operated  the Kearney, New Jersey site are responsible for its remediation
to  applicable  state  standards  and  an  order  to  establish  a time line for
completion of the remediation.  We expect that the remediation will take several
years.  We are continuing to monitor the environmental condition at the Waukegan
site.  Significant  remediation  activities  have  already been concluded on the
Waukegan  site,  however,  it  has  not  yet  been determined whether additional
remediation  activities  will  be  required.  We  are  also  in  the  process of
characterizing  contamination  at  our Huntingdon Avenue, Waterbury, Connecticut
site  which  was  closed in the quarter ended September 30, 2003.  The extent of
required  remediation  activities at the Huntingdon Avenue site has not yet been
determined.  We have recorded a reserve of $650 with regard to this remediation.
We  do  not  anticipate  that  we  will  be materially affected by environmental
remediation  costs,  or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenue, Waterbury, Connecticut site.  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, we were served with a subpoena from a Federal grand jury in
Connecticut  requesting  certain  documents relating to an accidental spill from
our 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.  We were subsequently informed that we were
subject  to  the  grand jury's investigation in connection with alleged criminal
violations  of the federal Clean Water Act pertaining to out wastewater handling
practices.  In  addition,  two  of  our  former  employees  who  worked  at  the
Huntingdon  Avenue  facility  pled guilt 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 two years of probation as
well  as  community  service.  In  a  separate matter, on July 26, 1999, we were
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  our 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  our  permits  issued  under  the Federal Clean Water Act and the
Resource  Conservation and Recovery Act ass well as procedural, notification and
other requirements of Connecticut's environmental regulations over the foregoing
period  of  time.

We  voluntarily  resolved  these  matters in November 28, 2001.  As a result, we
were  required  to  pay  fines  and penalties totaling $2,500 over six quarterly
installments,  excluding  interest.  In addition, we were required to pay $1,550
to  various  local charitable and environmental organizations and causes.  As of
June  30, 2003, we had paid the full amounts for both of these arrangements.  We
have  performed  certain  environmental audits and other environmentally related
actions  and  were placed on a two-year probation which ended November 28, 2003.
We  had  recorded  liabilities  during  the negotiation period and therefore our
results  of  operating  and  financial  position  were  not  affected  by  these
arrangements.

From  time  to  time there are various legal proceedings pending against us.  We
consider  all  such proceedings to be ordinary litigation incident to the nature
of our business.  Certain claims are covered by liability insurance.  We believe
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 our
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.

15.  DERIVATIVES  AND  OTHER  FINANCIAL  INSTRUMENTS

In  the  normal  course  of business, we are exposed to risks such as changes in
foreign currency exchange rates, interest rates and commodity prices.  We do not
actively  hedge  these  risks using financial instruments.  We do not enter into
derivative  instrument  contracts  for  the  purposes of speculation or trading.
From  time to time when we identify significant foreign currency exposure in one
of  our  subsidiaries, we will utilize intercompany lending facilities to reduce
our  exposure.  The  impact  of these transactions has historically been, and is
expected to continue to be, immaterial.  In accordance with Financial Accounting
Standard  No.  133, Accounting for Derivative Instruments and Hedging Activities
(FAS  No.  133), and subsequent revisions of and interpretations to FAS No. 133,
we  record  all  derivative  instruments as assets or liabilities on the balance
sheet  as  fair  value.  Changes  in  the  fair  value of derivatives are either
recorded  in  income  or  other  comprehensive,  as  appropriate.

Prior  to our bond issue in June 2001, we employed interest rate swap agreements
to stabilize borrowing costs by reducing our exposure to possible future changes
in  interest  rates  on our term and revolving loans.  In June 2001, we issued 9
1/8%  senior  subordinated notes and simultaneously extinguished the majority of
our  outstanding  debt.  As  a result, we had one interest rate swap, originally
designated  as  a  hedge  against  our  old debt structure, which became an open
position.  This  swap,  no  longer  designated  as  a  hedge,  exchanges a fixed
interest  rate  of  5.595%  with U.S. LIBOR and has a notional value of $25,000.
The  swap  expires December 31, 2005, and had a fair value of $637 and $1,736 at
December 31, 2004, and 2003, respectively, based on the quoted market price from
the  bank  holding  the  instrument.  Net  receipts or payments on this swap are
accrued  and  recognized as miscellaneous expense or income each period.  During
the  years ended December 31, 2004, and 2003, we recognized income of $1,099 and
$633,  respectively,  in  our  consolidated statements of earnings.  In 2002, we
recorded an expense of $2,611 in our consolidated statements of earnings related
to  this  swap.

16.  DISCONTINUED  OPERATIONS

On  December  9, 2003, we sold our 60% interest in Eurocir S.A. (Eurocir) to the
40%  stakeholders of Eurocir for $5,000.  The sales price consisted of $3,000 of
consideration  received  upon  closing  and  $2,000  of  interest bearing notes,
reflected  in  other long term assets at December 31, 2003, which are due within
six  years.

The  Eurocir  operations  represented  substantially  all  of  the  remaining
electronics  manufacturing  segment  and as such the sale was accounted for as a
discontinued  operation  under  Statement  of Financial Accounting Standards No.
144,  Accounting  for  the  Impairment or Disposal of Long-Lived Assets (FAS No.
144).  The  operating  results and cash flows from operations of the electronics
manufacturing  segment  have  been  segregated from continuing operations on our
Consolidated  Statements  of  Earnings and Consolidated Statements of Cash Flows
for  all  periods  presented.

The  following  table  presents  the  amounts  segregated  from the Consolidated
Statements  of  Earnings  and  reflected  as  earnings  (loss) from discontinued
operations:

<TABLE>
<CAPTION>




                                                 YEAR ENDED DECEMBER 31,
<S>                                       <C>                        <C>
                                                            2003       2002
                                        --------------------------  ----------
Net sales. . . . . . . . . . . . . . . .  $                 78,747   $ 80,485

Loss before income taxes and minority
interest . . . . . . . . . . . . . . . .  $                   (940)  $(33,674)
Income tax (expense) benefit . . . . . .                       (12)    11,666
Minority interest. . . . . . . . . . . .                         -       (120)
                                        --------------------------  ----------
Loss from discontinued operations before
gain on sale . . . . . . . . . . . . . .                      (952)   (22,128)
Gain on sale of discontinued operations,
net of tax . . . . . . . . . . . . . . .                     6,544          -
                                        --------------------------  ----------
Discontinued operations, net of tax. . .  $                  5,592   $(22,128)
                                        ==========================  ==========

</TABLE>


Included  in discontinued operations for the year ended December 31, 2003, was a
pre-tax  gain  on  disposal  of  discontinued  operations of $5,630, which, when
combined  with  a  tax benefit of $914, resulted in an after-tax gain of $6,544.
Included  in  discontinued operations for the year ended December 31, 2002, were
pre-tax  charges  of  $27,389  for a goodwill impairment and $7,000 for an other
asset  impairment  recognized  pursuant  to the provisions of FAS No.142 and FAS
No.144,  respectively.

17.  ACQUISITIONS

We  established  acquisition  reserves  in fiscal year 1999 when we recorded the
acquisition  of W. Canning, plc.  The reorganization of employees and facilities
has  been completed.  Five facilities have been closed and those activities have
assimilated  elsewhere.  Leases  associated  with  these facilities have expired
with  the exception of one location, which was leased through March 2008 and has
subsequently  been  sub-leased  to  partially  offset  the future cash payments.

The  balance  for  acquisition reserves included in other accrued liabilities on
the consolidated balance sheet as of December 31, 2004, was immaterial.  We made
payments  of  $227, $335, and $210 in 2004, 2003, and 2002, respectively related
to  this  reserve.  In  2003, the amount of $1,746 was reclassified from accrued
liabilities  into  other long-term liabilities.  Due to the environmental nature
of  this  balance  it  will  be monitored along with other items of this nature.

18.  GUARANTOR  FINANCIAL  INFORMATION

MacDermid,  Inc.  ("Issuer")  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 100%
owned  domestic  restricted subsidiaries of MacDermid, Inc. ("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.  Our foreign subsidiaries ("Nonguarantors") are not guarantors of
the  indebtedness  under  the  Bond  Offering.

The  equity  method  was  used by MacDermid, Inc. with respect to investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with respect to investments in 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  are  not  necessarily  indicative  of the
financial  position,  results  of  operations and cash flows that these entities
would  have  achieved  on  a  stand-alone  basis.

The  following  financial  information  sets  forth  our Condensed Consolidating
Balance Sheets as of December 30, 2004, and December 31, 2003; and the Condensed
Consolidating  Statements of Earnings and the Condensed Consolidating Statements
of  Cash  Flows  for  the  years  ending  December  31,  2004,  2003,  and 2002.

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
YEAR  ENDED  DECEMBER  31,  2004


                                                                                           MACDERMID
                                          GUARANTOR      NONGUARANTOR                     INCORPORATED
<S>                        <C>          <C>             <C>             <C>             <C>
                             ISSUER      SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                           -----------  --------------  --------------  --------------  ------------------
Net sales . . . . . . . .  $   91,275   $     163,300   $     423,048   $     (16,838)  $         660,785
Cost of sales . . . . . .      58,852          70,301         235,229         (16,838)            347,544
                           -----------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . .      32,423          92,999         187,819               -             313,241

Operating expenses:
Selling, technical and
administrative. . . . . .      44,400          29,428         112,087               -             185,915
Research and development.       6,647           7,497           7,772               -              21,916
                           -----------  --------------  --------------  --------------  ------------------
                               51,047          36,925         119,859               -             207,831
                           -----------  --------------  --------------  --------------  ------------------
Operating (loss) profit .     (18,624)         56,074          67,960               -             105,410

Equity in earnings of
subsidiaries. . . . . . .      83,761          49,966               -        (133,727)                  -
Interest income . . . . .         590              41             768               -               1,399
Interest expense. . . . .     (30,606)            (25)           (383)              -             (31,014)
Miscellaneous income
  (expense), net. . . . .       1,288             260             394               -               1,942
                           -----------  --------------  --------------  --------------  ------------------
                               55,033          50,242             779        (133,727)            (27,673)
                           -----------  --------------  --------------  --------------  ------------------

Earnings before taxes . .      36,409         106,316          68,739        (133,727)             77,737
Income tax benefit
(expense) . . . . . . . .      16,815         (22,555)        (18,773)              -             (24,513)
                           -----------  --------------  --------------  --------------  ------------------
Net earnings. . . . . . .  $   53,224   $      83,761   $      49,966   $    (133,727)  $          53,224
                           ===========  ==============  ==============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
YEAR  ENDED  DECEMBER  31,  2003


                                                                                                          MACDERMID
                                                                         UNRESTRICTED                    INCORPORATED
                                          GUARANTOR      NONGUARANTOR    NONGUARANTOR                         AND
<S>                      <C>             <C>             <C>             <C>            <C>             <C>
                            ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS     SUBSIDIARIES
                         --------------  --------------  --------------  -------------  --------------  --------------
Net sales . . . . . . .  $      88,377   $     167,451   $     380,528   $           -  $     (16,470)  $     619,886
Cost of sales . . . . .         58,294          77,330         210,117               -        (16,470)        329,271
                         --------------  --------------  --------------  -------------  --------------  --------------
Gross profit. . . . . .         30,083          90,121         170,411               -              -         290,615

Operating expenses:
Selling, technical and
administrative. . . . .         41,137          31,290          99,083               -              -         171,510
Research and
development . . . . . .          6,689           6,998           6,268               -              -          19,955
                         --------------  --------------  --------------  -------------  --------------  --------------
                                47,826          38,288         105,351               -              -         191,465
                         --------------  --------------  --------------  -------------  --------------  --------------
Operating profit (loss)        (17,743)         51,833          65,060               -              -          99,150

Equity in earnings of
subsidiaries. . . . . .         97,767          61,825           5,592               -       (165,184)              -
Interest income . . . .            142             173             558               -              -             873
Interest expense. . . .        (32,271)          4,570          (3,350)              -              -         (31,051)
Miscellaneous income
(expense), net. . . . .          3,558             302             454               -              -           4,314
                         --------------  --------------  --------------  -------------  --------------  --------------
                                69,196          66,870           3,254               -       (165,184)        (25,864)
                         --------------  --------------  --------------  -------------  --------------  --------------

Earnings from
continuing operations
before taxes. . . . . .         51,453         118,703          68,314               -       (165,184)         73,286
Income tax benefit
(expense) . . . . . . .          3,959         (20,936)         (6,489)              -              -         (23,466)
                         --------------  --------------  --------------  -------------  --------------  --------------
Earnings from
continuing operations .         55,412          97,767          61,825               -       (165,184)         49,820
Discontinued
operations. . . . . . .              -               -               -           5,592              -           5,592
Cumulative effect of
accounting change . . .          1,014               -               -               -              -           1,014
                         --------------  --------------  --------------  -------------  --------------  --------------
Net earnings. . . . . .  $      56,426   $      97,767   $      61,825   $       5,592  $    (165,184)  $      56,426
                         ==============  ==============  ==============  =============  ==============  ==============
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
YEAR  ENDED  DECEMBER  31,  2002


                                                                                                               MACDERMID
                                                                                                              INCORPORATED
                                                GUARANTOR      NONGUARANTOR    DISCONTINUED                       AND
<S>                            <C>             <C>             <C>             <C>           <C>             <C>
                                  ISSUER       SUBSIDIARIES    SUBSIDIARIES     OPERATIONS    ELIMINATIONS    SUBSIDIARIES
                               --------------  --------------  --------------  ------------  --------------  --------------
Net sales . . . . . . . . . .  $      95,004   $     182,348   $     349,695   $         -   $     (15,557)  $     611,490
Cost of sales . . . . . . . .         63,916          89,510         199,143             -         (15,557)        337,012
                               --------------  --------------  --------------  ------------  --------------  --------------
Gross profit. . . . . . . . .         31,088          92,838         150,552             -               -         274,478

Operating expenses:
Selling, technical and
administrative. . . . . . . .         46,521          35,120          89,502             -               -         171,143
Research and development. . .          6,039           7,692           5,471             -               -          19,202
                               --------------  --------------  --------------  ------------  --------------  --------------
                                      52,560          42,812          94,973             -               -         190,345
                               --------------  --------------  --------------  ------------  --------------  --------------
Operating profit (loss) . . .        (21,472)         50,026          55,579             -               -          84,133

Equity in earnings of
subsidiaries. . . . . . . . .         41,050          13,548         (22,128)            -         (32,470)              -
Interest income . . . . . . .             70              88             417             -               -             575
Interest expense. . . . . . .        (22,795)         (5,106)         (6,557)            -               -         (34,458)
Miscellaneous income
(expense), net. . . . . . . .         (2,528)            194            (317)            -               -          (2,651)
                               --------------  --------------  --------------  ------------  --------------  --------------
                                      15,797           8,724         (28,585)            -         (32,470)        (36,534)
                               --------------  --------------  --------------  ------------  --------------  --------------

Earnings (loss) before taxes.         (5,675)         58,750          26,994             -         (32,470)         47,599
Income tax benefit
(expense) . . . . . . . . . .         15,024         (17,700)        (13,446)            -               -         (16,122)
                               --------------  --------------  --------------  ------------  --------------  --------------
Earnings from
continuing operations . . . .          9,349          41,050          13,548             -         (32,470)         31,477
Discontinued operations,
net of tax. . . . . . . . . .              -               -               -       (22,128)              -         (22,128)
                               --------------  --------------  --------------  ------------  --------------  --------------
Net earnings (loss) . . . . .  $       9,349   $      41,050   $      13,548   $   (22,128)  $     (32,470)  $       9,349
                               ==============  ==============  ==============  ============  ==============  ==============
</TABLE>



<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2004


                                                                                           MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
<S>                          <C>         <C>            <C>             <C>             <C>
                             ISSUER      SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ----------  -------------  --------------  --------------  -----------------
Assets
---------------------------
Current assets:
Cash and cash equivalents .  $   69,512  $         688  $      67,629   $           -   $         137,829
Accounts receivables, net .       9,127         18,103        115,225               -             142,455
Due (to) from affiliates. .      47,106         78,199       (125,305)              -                   -
Inventories, net. . . . . .       5,002         22,996         52,447               -              80,445
Prepaid expenses. . . . . .       1,125          2,240          6,818               -              10,183
Deferred income taxes . . .      12,908              -          5,395               -              18,303
                             ----------  -------------  --------------  --------------  -----------------
Total current assets. . . .     144,780        122,226        122,209               -             389,215

Property, plant and
equipment, net. . . . . . .      16,886         33,224         60,353               -             110,463
Goodwill. . . . . . . . . .      21,680         68,574        104,033               -             194,287
Intangibles, net. . . . . .           -          5,004         23,430               -              28,434
Investments in subsidiaries     449,641        238,254              -        (687,895)                  -
Deferred income taxes . . .      21,579              -         13,096               -              34,675
Other assets, net . . . . .       8,006          3,385          5,254               -              16,645
                             ----------  -------------  --------------  --------------  -----------------
                             $  662,572  $     470,667  $     328,375   $    (687,895)  $         773,719
                             ==========  =============  ==============  ==============  =================
</TABLE>

<TABLE>
<CAPTION>



                                                                                          MACDERMID
                                           GUARANTOR     NONGUARANTOR                    INCORPORATED
<S>                          <C>          <C>            <C>            <C>             <C>
                             ISSUER       SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS    AND SUBSIDIARIES
Liabilities and Shareholders' Equity:
-------------------------------------
Current liabilities:
Accounts and dividends
  payable . . . . . . . . .  $    7,538   $       7,363  $      41,043  $           -   $          55,944
Accrued compensation. . . .       3,645           1,884          6,841              -              12,370
Accrued interest. . . . . .      12,692               -              8              -              12,700
Accrued income taxes
payable . . . . . . . . . .      (3,467)          5,556          5,204              -               7,293
Other current liabilities .      14,621           5,911         20,273              -              40,805
                             -----------  -------------  -------------  --------------  -----------------
Total current liabilities .      35,029          20,714         73,369              -             129,112

Long-term obligations . . .     300,385             274            418              -             301,077
Retirement benefits, less
current portion . . . . . .      20,395               -          6,193              -              26,588
Deferred income taxes . . .           -               -          9,267              -               9,267
Other long-term liabilities       2,732              38            874              -               3,644
                             -----------  -------------  -------------  --------------  -----------------
Total liabilities . . . . .     358,541          21,026         90,121              -             469,688
                             -----------  -------------  -------------  --------------  -----------------
Total shareholders' equity.     304,031         449,641        238,254       (687,895)            304,031
                             -----------  -------------  -------------  --------------  -----------------
Total Liabilities and
Shareholders' Equity. . . .  $  662,572   $     470,667  $     328,375  $    (687,895)  $         773,719
                             ===========  =============  =============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2003


                                                                                          MACDERMID
                                          GUARANTOR     NONGUARANTOR                     INCORPORATED
<S>                          <C>         <C>            <C>             <C>             <C>
                               ISSUER    SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ----------  -------------  --------------  --------------  -----------------
Assets
---------------------------
Current assets:
Cash and cash equivalents .  $   18,295  $       1,286  $      41,713   $           -   $          61,294
Accounts receivables, net .      10,598         16,523        110,028               -             137,149
Due (to) from affiliates. .      89,236         12,554       (101,790)              -                   -
Inventories, net. . . . . .       6,417         23,343         46,015               -              75,775
Prepaid expenses. . . . . .       1,188          1,925          5,024               -               8,137
Deferred income taxes . . .      17,890              -          5,070               -              22,960
                             ----------  -------------  --------------  --------------  -----------------
Total current assets. . . .     143,624         55,631        106,060               -             305,315

Property, plant and
   equipment, net . . . . .      13,962         39,386         60,294               -             113,642
Goodwill. . . . . . . . . .      21,680         68,574        103,946               -             194,200
Intangibles, net. . . . . .           -          5,672         24,389               -              30,061
Investments in subsidiaries     391,289        232,851              -        (624,140)                  -
Deferred income taxes . . .      29,601              -          2,158               -              31,759
Other assets, net . . . . .       8,196          6,532          7,530               -              22,258
                             ----------  -------------  --------------  --------------  -----------------
                             $  608,352  $     408,646  $     304,377   $    (624,140)  $         697,235
                             ==========  =============  ==============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>



                                                                                            MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
<S>                          <C>         <C>            <C>             <C>             <C>
                               ISSUER    SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ----------  -------------  --------------  --------------  -----------------
Liabilities and Shareholders' equity
------------------------------------
Current liabilities:
Accounts and dividends
   payable. . . . . . . . .  $    8,281  $       7,268  $      38,512   $           -   $          54,061
Accrued compensation. . . .       3,534          2,025          6,301               -              11,860
Accrued interest. . . . . .      12,658              -             74               -              12,732
Accrued income taxes
   payable. . . . . . . . .      13,095            882        (10,757)              -               3,220
Other current liabilities .      12,965          6,631         24,154               -              43,750
                             ----------  -------------  --------------  --------------  -----------------
Total current liabilities .      50,533         16,806         58,284               -             125,623

Long-term obligations . . .     300,265            524            414               -             301,203
Retirement benefits, less
current portion . . . . . .      15,123              -          5,556               -              20,679
Deferred income taxes . . .           -              -          6,232               -               6,232
Other long-term liabilities       3,419             27          1,040               -               4,486
                             ----------  -------------  --------------  --------------  -----------------
Total liabilities . . . . .     369,340         17,357         71,526               -             458,223
                             ----------  -------------  --------------  --------------  -----------------
Total shareholders' equity.     239,012        391,289        232,851        (624,140)            239,012
                             ----------  -------------  --------------  --------------  -----------------
Total liabilities and
stockholders' equity. . . .  $  608,352  $     408,646  $     304,377   $    (624,140)  $         697,235
                             ==========  =============  ==============  ==============  =================

</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2004


                                                                                 MACDERMID
                                               GUARANTOR      NONGUARANTOR      INCORPORATED
<S>                              <C>          <C>             <C>             <C>
                                 ISSUER       SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                               -------------  -------------  --------------  -------------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $  (31,175)  $      81,857   $      34,595   $          85,277

Investing activities:
Capital expenditures. . . . . .      (5,184)         (1,676)         (5,587)            (12,447)
Proceeds from disposition of
assets. . . . . . . . . . . . .          26           2,212           1,675               3,913
                               -------------  -------------  --------------  -------------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .      (5,158)            536          (3,912)             (8,534)

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .      49,882         (70,688)         20,286                (520)
Proceeds from long-term
borrowings. . . . . . . . . . .           -               -              24                  24
Repayments of long-term
borrowings. . . . . . . . . . .           -            (251)           (286)               (537)
Issuance of treasury stock. . .          32               -               -                  32
Proceeds from exercise of
stock options . . . . . . . . .         619               -               -                 619
Dividends paid. . . . . . . . .      37,017         (12,052)        (28,600)             (3,635)
                               -------------  -------------  --------------  -------------------
Net cash flows provided by
(used in) financing activities.      87,550         (82,991)         (8,576)             (4,017)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .           -               -           3,809               3,809
                               -------------  -------------  --------------  -------------------
Net increase (decrease) in
cash and cash equivalents . . .      51,217            (598)         25,916              76,535

Cash and cash equivalents at
beginning of year . . . . . . .      18,295           1,286          41,713              61,294
                               -------------  -------------  --------------  -------------------
Cash and cash equivalents at
end of year . . . . . . . . . .  $   69,512   $         688   $      67,629   $         137,829
                               =============  =============  ==============  ===================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2003


                                                                                                  MACDERMID
                                                                                 UNRESTRICTED    INCORPORATED
                                                  GUARANTOR      NONGUARANTOR    NONGUARANTOR        AND
<S>                              <C>             <C>             <C>             <C>             <C>
                                    ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES
                               ----------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $     (21,946)  $      49,882   $      66,616   $      (3,135)  $      91,417

Investing activities:
Capital expenditures. . . . . .         (3,854)         (1,917)         (6,133)           (623)        (12,527)
Proceeds from disposition of
business and fixed assets . . .          1,590               -             233           5,000           6,823
                               ----------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .         (2,264)         (1,917)         (5,900)          4,377          (5,704)
                               ----------------  --------------  --------------  --------------  --------------
Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .         42,724         (40,364)         (3,728)           (112)         (1,480)
Proceeds from long-term
borrowings. . . . . . . . . . .              -               -               -           3,570           3,570
Repayments of long-term
borrowings. . . . . . . . . . .              -               -            (383)         (4,984)         (5,367)
Proceeds from stock options . .            812               -               -               -             812
Purchase of treasury stock. . .        (51,753)              -               -               -         (51,753)
Dividends paid. . . . . . . . .         36,569          (8,629)        (31,694)              -          (3,754)
                               ----------------  --------------  --------------  --------------  --------------
Net cash flows provided by
(used in) financing activities.         28,352         (48,993)        (35,805)         (1,526)        (57,972)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .              -               -           1,588             (54)          1,534
                               ----------------  --------------  --------------  --------------  --------------
Net increase (decrease) in
cash and cash equivalents . . .          4,142          (1,028)         26,499            (338)         29,275

Cash and cash equivalents at
beginning of year . . . . . . .         14,153           2,314          15,214             338          32,019
                               ----------------  --------------  --------------  --------------  --------------
Cash and cash equivalents at
end of year . . . . . . . . . .  $      18,295   $       1,286   $      41,713   $           -   $      61,294
                               ================  ==============  ==============  ==============  ==============

</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2002


                                                                                                  MACDERMID
                                                                                 UNRESTRICTED    INCORPORATED
                                                  GUARANTOR      NONGUARANTOR    NONGUARANTOR        AND
<S>                              <C>             <C>             <C>             <C>             <C>
                                    ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES
                               ---------------  ---------------  --------------  --------------  --------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $      14,807   $      48,711   $      53,794   $       8,881   $     126,193

Investing activities:
Capital expenditures. . . . . .         (1,020)         (2,303)         (2,575)         (1,379)         (7,277)
Proceeds from disposition of
fixed assets. . . . . . . . . .            507           1,998             226             159           2,890
                               ---------------  ---------------  --------------  --------------  --------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .           (513)           (305)         (2,349)         (1,220)         (4,387)
                               ---------------  ---------------  --------------  --------------  --------------
Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .         48,589         (34,516)        (25,019)         (7,410)        (18,356)
Proceeds from long-term
borrowings. . . . . . . . . . .         79,599               -               -           3,012          82,611
Repayments of long-term
borrowings. . . . . . . . . . .       (158,507)              -          (6,198)         (3,571)       (168,276)
Proceeds from stock options . .            360               -               -               -             360
Purchase of treasury stock. . .           (822)              -               -               -            (822)
Dividends paid. . . . . . . . .         26,221         (13,457)        (15,345)              -          (2,581)
                               ---------------  ---------------  --------------  --------------  --------------
Net cash flows provided by
(used in) financing activities.         (4,560)        (47,973)        (46,562)         (7,969)       (107,064)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .              -               -              70             140             210
                               ---------------  ---------------  --------------  --------------  --------------
Net increase (decrease) in
cash and cash equivalents . . .          9,734             433           4,953            (168)         14,952

Cash and cash equivalents at
beginning of year . . . . . . .          4,419           1,881          10,261             506          17,067
                               ---------------  ---------------  --------------  --------------  --------------
Cash and cash equivalents at
end of year . . . . . . . . . .  $      14,153   $       2,314   $      15,214   $         338   $      32,019
                               ===============  ===============  ==============  ==============  ==============
</TABLE>



MANAGEMENT'S  STATEMENT  OF  FINANCIAL  RESPONSIBILITY

MacDermid,  Incorporated
1401  Blake  St
Denver,  Colorado  80202


To  the  Shareholders  of  MacDermid,  Incorporated

The  financial  information  in  this report, including the audited consolidated
financial  statements,  has  been  prepared  by  the  management  of  MacDermid,
Incorporated.  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.  We
employ  professional  financial  management  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
MacDermid,  Incorporated  and  its  affiliates  in  an  ethical  and  socially
responsible  manner.  We  are  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.  KPMG LLP's report for 2004 appears in this Annual Report.

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 of our
staff  of  financial  and  operating  management  with  respect to the financial
internal  controls.

  /s/  Gregory  M.  Bolingbroke                      /s/  Daniel  H.  Leever
-------------------------------                      -----------------------
     Gregory  M.  Bolingbroke,                         Daniel  H.  Leever,
 Senior  Vice  President,  Finance                    Chairman of the Board
                                                  and  Chief  Executive  Officer



REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

To  the  Board  of  Directors  and  Shareholders  of
MacDermid,  Incorporated:

We  have  audited  the  accompanying  consolidated  balance sheets of MacDermid,
Incorporated and its subsidiaries (the Corporation) as of December 31, 2004, and
2003,  and  the  related  consolidated  statements  of  earnings  and  other
comprehensive income, shareholders' equity, and cash flows for each of the years
in  the three-year period ended December 31, 2004.  These consolidated financial
statements  are  the  responsibility  of  the  Corporation'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 the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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 above present
fairly,  in  all  material  respects,  the  financial  position  of  MacDermid,
Incorporated and subsidiaries as of December 31, 2004, and 2003, and the results
of their operations and their cash flows for each of the years in the three-year
period  ended  December  31,  2004,  in  conformity with U.S. generally accepted
accounting  principles.

We  have  also  audited,  in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States),  the effectiveness of MacDermid,
Incorporated's  internal  control  over  financial  reporting as of December 31,
2004,  based  on criteria established in Internal Control - Integrated Framework
issued  by  the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated March 15, 2005, expressed an unqualified opinion on
management's  assessment  of,  and  the effective operation of, internal control
over  financial  reporting.

As  discussed  in  Note  1 to the Consolidated Financial Statements, "Summary of
Accounting  Policies," effective July 1, 2003, the Corporation adopted Statement
of  Financial  Accounting  Standard  No.  150, "Accounting for Certain Financial
Instruments  with  Characteristics  of both Liability  and  Equity."

/s/ KPMG, LLP

Hartford,  Connecticut
March  15,  2005



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The  management  of  MacDermid, Inc. (MacDermid) is responsible for establishing
and maintaining adequate internal control over financial reporting.  MacDermid's
internal  control  system  was  designed  to provide reasonable assurance to the
management and the Board of Directors of MacDermid regarding the preparation and
fair  presentation  of  published  financial  statements.

All  internal  control  systems,  no  matter  how  well  designed, have inherent
limitations.  Therefore,  even  those  systems  determined  to  be effective can
provide  only  reasonable  assurance  with  respect  to  financial  statement
preparation  and  presentation.

MacDermid  management assessed the effectiveness of MacDermid's internal control
over financial reporting as of December 31, 2004.  In making this assessment, it
used  the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control - Integrated Framework.  Based on
our  assessment  we  believe that, as of December 31, 2004, MacDermid's internal
control  over  financial  reporting  is  effective  based  on  those  criteria.


  /s/  Gregory  M.  Bolingbroke                      /s/  Daniel  H.  Leever
-------------------------------                      -----------------------
     Gregory  M.  Bolingbroke,                        Daniel  H.  Leever,
 Senior  Vice  President,  Finance                   Chairman of the Board
                                                  and  Chief  Executive  Officer



REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM

The  Board  of  Directors  and  Shareholders of
MacDermid,  Incorporated

We  have  audited  management's  assessment,  included  in  the  accompanying
Management's Report on Internal Control over Financial Reporting that MacDermid,
Incorporated  and  subsidiaries  (MacDermid  or  the  Corporation)  maintained
effective  internal  control  over  financial reporting as of December 31, 2004,
based on criteria established in Internal Control-Integrated Framework issued by
the  Committee  of  Sponsoring  Organizations of the Treadway Commission (COSO).
MacDermid's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Corporation's
internal  control  over  financial  reporting  based  on  our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to obtain reasonable assurance about whether effective
internal  control  over  financial  reporting  was  maintained  in  all material
respects. Our audit included obtaining an understanding of internal control over
financial  reporting, evaluating management's assessment, testing and evaluating
the  design and operating effectiveness of internal control, and performing such
other  procedures  as  we  considered necessary in the circumstances. We believe
that  our  audit  provides  a  reasonable  basis  for  our  opinion.

A corporation's  internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A corporation's internal control
over financial reporting includes those policies and procedures that (1) pertain
to  the maintenance of records that, in reasonable detail, accurately and fairly
reflect  the transactions and dispositions of the assets of the corporation; (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the corporation are
being made only in accordance with authorizations of management and directors of
the  corporation;  and  (3) provide reasonable assurance regarding prevention or
timely  detection  of  unauthorized  acquisition,  use,  or  disposition  of the
corporation's  assets  that  could  have  a  material  effect  on  the financial
statements.

Because  of  its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with  the  policies  or  procedures  may  deteriorate.

In  our  opinion,  management's  assessment  that MacDermid maintained effective
internal  control  over  financial  reporting as of December 31, 2004, is fairly
stated,  in  all  material  respects, based on criteria established  in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of  the  Treadway Commission (COSO). Also, in our opinion, MacDermid maintained,
in all material respects, effective internal control over financial reporting as
of  December  31,  2004,  based  on  criteria  established  in  Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of  the  Treadway  Commission  (COSO).

We  also  have  audited,  in accordance with the standards of the Public Company
Accounting  Oversight  Board (United States), the Consolidated Balance Sheets of
MacDermid  and  subsidiaries  as of December 31, 2004, and 2003, and the related
Consolidated  Statements  of  Earnings  and  Comprehensive Income, Shareholders'
Equity,  and  Cash  Flows  for  each of the years in the three-year period ended
December  31, 2004, and our report dated March 15, 2005 expressed an unqualified
opinion  on  those  consolidated  financial  statements.

/s/ KPMG, LLP

Hartford,  Connecticut
March  15,  2005



<TABLE>
<CAPTION>

FIVE  YEAR  SELECTED  FINANCIAL  DATA
(In  thousands  except  per  share  data)


                                                                                       NINE MONTHS        TWELVE MONTHS
                                                        TWELVE MONTHS ENDED               ENDED               ENDED
<S>                                 <C>                   <C>             <C>        <C>                  <C>
                                    --------------------  --------------  ---------  -------------------  -----------------
                                                    2004            2003      2002    DECEMBER 31, 2001    MARCH 31,  2001
                                    --------------------  --------------  ---------  -------------------  -----------------
OPERATING RESULTS:

Net sales. . . . . . . . . . . . .  $            660,785  $      619,886  $611,490   $          472,010   $        759,642
Earnings (loss) from continuing
operations before cumulative
effect of accounting change. . . .  $             53,224  $       49,820  $ 31,477   $          (17,288)  $         43,753
Earnings (loss) from discontinued
operations, net of tax . . . . . .                     -           5,592   (22,128)             (11,624)            (8,949)
Cumulative effect of accounting
change, net of tax . . . . . . . .                     -           1,014         -                    -                  -
                                    --------------------  --------------  ---------  -------------------  -----------------
Net earnings (loss). . . . . . . .  $             53,224  $       56,426  $  9,349   $          (28,912)  $         34,804
                                    ====================  ==============  =========  ===================  =================

Diluted earnings (loss) per
common share:
Continuing operations. . . . . . .  $               1.72  $         1.59  $   0.98   $            (0.54)  $           1.35
Discontinued operations. . . . . .                     -            0.18     (0.69)               (0.37)             (0.28)
Cumulative effect of accounting
change . . . . . . . . . . . . . .                     -            0.03         -                    -                  -
                                    --------------------  --------------  ---------  -------------------  -----------------
Net income . . . . . . . . . . . .  $               1.72  $         1.80  $   0.29   $            (0.91)  $           1.07
                                    ====================  ==============  =========  ===================  =================

FINANCIAL POSITION AT
YEAR END:
----------------------------------
Total assets . . . . . . . . . . .  $            773,719  $      697,235  $707,893   $          790,885   $        884,825
Long-term debt (including short-
term portion). . . . . . . . . . .  $            301,341  $      301,761  $316,467   $          397,402   $        459,102

SHARE DATA:
----------------------------------
Cash dividends declared per
common share . . . . . . . . . . .  $               0.16  $         0.10  $   0.08   $             0.06   $           0.08


</TABLE>



<TABLE>
<CAPTION>

SELECTED  QUARTERLY  FINANCIAL  DATA
(Unaudited,  in  thousands  except  per  share  data)



                                                         2004 BY QUARTERS
                                       ---------------------------------------------------
<S>                                    <C>       <C>         <C>        <C>       <C>
                                         MARCH      JUNE     SEPTEMBER  DECEMBER   TOTAL
                                       --------  ----------  ---------  --------  --------

Net sales . . . . . . . . . . . . . .  $162,012  $  165,053  $ 161,585  $172,135  $660,785
Gross profit. . . . . . . . . . . . .  $ 77,526  $   78,074  $  76,375  $ 81,266  $313,241
Net earnings. . . . . . . . . . . . .  $ 12,893  $   13,385  $  12,043  $ 14,903  $ 53,224
Diluted net earnings per common share  $   0.42  $     0.43  $    0.39  $   0.48  $   1.72

                                                         2003 BY QUARTERS
                                       ---------------------------------------------------
                                         MARCH      JUNE     SEPTEMBER  DECEMBER   TOTAL
                                       --------  ----------  ---------  --------  --------
Net sales . . . . . . . . . . . . . .  $152,803  $  155,320  $ 149,657  $162,106  $619,886
Gross profit. . . . . . . . . . . . .  $ 72,542  $   73,794  $  69,916  $ 74,363  $290,615
Earnings from continuing operations
before cumulative effect of
accounting change . . . . . . . . . .  $ 11,668  $   12,134  $  12,361  $ 13,657  $ 49,820
Net earnings. . . . . . . . . . . . .  $ 11,566  $   12,130  $  13,441  $ 19,289  $ 56,426
Diluted earnings per common share
from continuing operations. . . . . .  $   0.36  $     0.38  $    0.40  $   0.45  $   1.59
Diluted net earnings per common share  $   0.36  $     0.38  $    0.43  $   0.63  $   1.80

</TABLE>



<TABLE>
<CAPTION>

MARKET  RANGE  TRADING  RECORD



                                                 2004            2003
                                            --------------  --------------
<S>                        <C>   <C>  <C>   <C>     <C>     <C>     <C>
QUARTER                                      HIGH     LOW    HIGH    LOW
-------------------------                   ------  ------  ------  ------
March                                       $39.73  $33.66  $23.84  $20.10
June                                        $35.65  $30.10  $27.08  $20.16
September                                   $33.78  $26.43  $29.68  $26.05
December                                    $37.20  $27.55  $34.84  $26.50
Closing price December 31                       $36.10          $34.24

</TABLE>


<TABLE>
<CAPTION>

DIVIDEND  RECORD



                                                                   2004    2003
                                                         RECORD  PAYABLE  AMOUNT   RECORD   PAYABLE  AMOUNT
<S>         <C>      <C>     <C>       <C>      <C>     <C>       <C>      <C>    <C>       <C>      <C>
QUARTER                                                   DATE     DATE  DECLARED   DATE      DATE  DECLARED
----------                                              --------  -------  -----  --------  -------  -----
March                                                    3/17/04   4/1/04  $0.04   3/17/03   4/1/03  $0.02
June                                                     6/15/04   7/1/04  $0.04   6/16/03   7/1/03  $0.02
September                                                9/15/04  10/1/04  $0.04   9/15/03  10/1/03  $0.03
December                                                12/15/04   1/4/05  $0.04  12/15/03   1/2/04  $0.03

</TABLE>


DIRECTORS

DANIEL  H.  LEEVER,  Chairman  of  the  Board  and  Chief  Executive  Officer
ROBERT  ECKLIN,  Executive  Vice  president,  Optical Communications of Corning,
Incorporated
DONALD  G.  OGILVIE,  President  and  Chief  Executive Officer, American Bankers
Association
JOSEPH  M.  SILVESTRI,  Partner  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


CORPORATE  HEADQUARTERS:

MacDermid,  Incorporated
1401  Blake  Street
Denver,  CO  80202
(720)  479-3060

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

KPMG,  LLP
One  Financial  Plaza
Hartford,  CT  06103-4103

SEC  FORM  10-K

The  Annual  Report, the SEC Form 10-K and periodic reports on SEC Form 10-Q are
available  at  our  website, www.macdermid.com, as soon as practicable after the
reports are filed with the SEC.  These reports are also available free of charge
by  written  request  to:
Corporate  Secretary
MacDermid,  Incorporated
245  Freight  Street
Waterbury,  CT  06702

CERTIFICATIONS:

We  have  included, as required under Section 302 of the Sarbanes-Oxley act, the
exhibits  to  our  Form  10-K  for  2004 that pertain to the Principle Executive
Officer and Principle Financial Officer certifications.  Also, we have an annual
requirement to file a Section 303 12(a) CEO Certification with the NYSE no later
than  30 days after our annual shareholders meeting.  Further, we will make this
certification  available  on  our  website  (www.macdermid.com)  as  soon  as
practicable  after  filing  with  the  NYSE.

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  AND  DIVIDEND  INFORMATION

The  common  shares  of MacDermid, Incorporated are traded on the New York Stock
Exchange  (NYSE)  under  the  ticker  symbol:  MRD.  Price and shares traded are
listed  in principal daily newspapers and are supplied by the NYSE.  Approximate
number  of  Registered  Holders  as of March 1, 2005 is 773.  CUSIP - 554273 102

ANNUAL  MEETING:

The  Annual  Meeting  of  Shareholders will be held on Thursday May 12, 2005, at
3:00pm  at  our  offices  at  245  Freight  Street  in  Waterbury,  Connecticut.