**EXHIBIT
                31.2**
 **PRINCIPLE
                FINANCIAL OFFICER CERTIFICATION**
 **UNDER
                SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
  I,
                Gregory M. Bolingbroke, certify that:
  1.
                I have
                reviewed this annual report on Form 10-K of MacDermid,
                Incorporated;
  2.
                Based
                on my knowledge, this report does not contain any untrue statement
                of a material
                fact or omit to state a material fact necessary to make the statements
                made, in
                light of the circumstances under which such statements were made,
                not misleading
                with respect to the period covered by this report;
  3.
                Based
                on my knowledge, the financial statements, and other financial information
                included in this report, fairly present in all material respects
                the financial
                condition, results of operations and cash flows of the registrant
                as of, and
                for, the periods presented in this report;
  4.
                The
                registrant’s other certifying officer and I are responsible for establishing
                and
                maintaining disclosure controls and procedures (as defined in Exchange
                Act Rules
                13a-15(e) and 15d-15(e)) and internal and control over financial
                reporting (as
                defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the
                registrant
                and have:
  a)
                designed such disclosure controls and procedures, or caused such
                disclosure
                controls and procedures to be designed under our supervision, to
                ensure that
                material information relating to the registrant, including its consolidated
                subsidiaries, is made known to us by others within those entities,
                particularly
                during the period in which this report is being prepared;
  b)
                designed such internal control over financial reporting, or caused
                such internal
                control over financial reporting to be designed under our supervision,
                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;
  c)
                evaluated the effectiveness of the registrant’s disclosure controls and
                procedures and presented in this report our conclusions about the
                effectiveness
                of the disclosure controls and procedures as of the end of the period
                covered by
                this report based on such evaluation; and
  d)
                disclosed in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent fiscal
                year that has materially affected, or is reasonably likely to materially
                affect,
                the registrant’s internal control over financial reporting; and
  5.
                The
                registrant’s other certifying officer and I have disclosed, based on our most
                recent evaluation of internal control over financial reporting, to
                the
                registrant’s auditors and the audit committee of registrant’s board of directors
                (or persons performing the equivalent functions):
  a)
                all
                significant deficiencies and material weaknesses in the design or
                operation of
                internal control over financial reporting which are reasonably likely
                to
                adversely affect the registrant’s ability to record, process, summarize and
                report financial information; and
  b)
                any
                fraud, whether or not material, that involves management or other
                employees who
                have a significant role in the registrant’s internal control over financial
                reporting.
  Date: March
                10, 2006  /
                s /
                Gregory M. Bolingbroke
 Name:
                Gregory M. Bolingbroke
 Title:
                Senior Vice President,
                Finance