MACDERMID  CORPORATE  PHILOSOPHY

OUR  BUSINESS
     MacDermid  Incorporated  is  in  the international business of researching,
developing,  acquiring,  manufacturing,  marketing,  and  servicing, for optimum
profit to us and our customers, specialty chemicals and systems for the chemical
treatment,  surface  preparation  and  finishing  of  metals, plastics and other
materials  in  accordance  with  accepted  ecological and social considerations.
OUR  CUSTOMERS
     We  will  create  an industry image that automatically causes people in the
industries  we  serve  to  think  first  of  MacDermid.
     We  will justify their action by first thinking of the customers' needs ---
what's  right  for  them  makes  it right for MacDermid --- by supplying a total
system  including  processes,  know-how  and services that assist in meeting all
their  needs.
OUR  PEOPLE
     We  continue  to  believe  in  the  supreme worth of the individual and the
dignity  of  his  or  her  work  for  the  benefit  of  all. We will provide the
opportunity  for  our  people  to  fulfill  satisfactorily  their  own  personal
objectives  and  ambitions  and  reward them in proportion to their contribution
toward  achieving  the  Corporate  objectives.
     We  will  continue to be a place of opportunity where people "have the guts
to  fail."  We  will  encourage  the  entrepreneurs  and  innovators.  We  will
continually  challenge the goals, objectives, organization and all the operating
and  procedural  aspects  of  our  business  and  modify  them  when  needed.
     Our  progress and your progress, our Company's long-term advantage and your
long-term  advantage,  lie  in  our  human resources. Other advantages that come
about  from technological improvements, the opening of new markets, lower costs,
etc., all prove to be relatively short run. So, basically, it is the initiative,
the will and the motivation that people bring to their work on which we rely for
our  survival  and  growth.
     We will continue to try to attract new people who have creative and probing
minds;  people  who  will  at  times  be  disturbing  --  questioning policy and
procedures.  If  we  are wise, we will welcome it, resolve it, put it to work or
forget  it.
     We  will  continue  to  expand  with the best possible talent available and
continue  to  train them, and ourselves, so that we each increase our ability to
contribute  to  the  Company's  progress.
     We  will  each  strive  to  exemplify  the MacDermid Spirit of teamwork and
cooperation  throughout the organization which has been instrumental to our past
and  present  growth  as  a  corporation.
WHAT  WE  CAN  EXPECT  FROM  YOU
     First and foremost, we expect of you a fundamental honesty --- honesty with
yourself,  with  your Company and with all those with whom you interact, whether
they be associates within our organization, our customers or society in general.
Character  and  strength  have  always been born of honesty and a willingness to
face  up  to  the  truth  of  each  situation  as  it  arises.
     Second,  we  expect  and  insist  on hard work. An easy life, marked by the
absence  of  difficulty, builds neither character nor happiness. We believe that
self-realization of the individual is founded on accomplishment, which implies a
willingness  to  make  the  sacrifices  necessary to get the job done the way it
should  be  done.
     Third,  we  expect  you to accept responsibility. Every assignment you will
have  carries  with  it  a responsibility for accomplishment. Commit yourself to
achievement which you consider beyond the scope of your talents and then program
your  effort  to  translate  it  into  a  reality.
     Fourth,  we  expect  of you a loyalty --- loyalty to yourself, your family,
your  associates,  your  organization  and  our customers. We have always worked
together  as an organization and your own personal achievements will be measured
in  terms  of  the  contribution  you  make  to  our  joint  effort.
     Fifth,  we expect you to demonstrate good judgment. Judgment is essentially
an  ability to appraise facts. Factual knowledge must come before good judgment.
This  means  you  must continually educate yourself on our Company, our products
and  our  industry.  In  this  way,  you will have the material on which a sound
appraisal  of  good  judgment  is  based.
     This  is  what  we  expect  of  you,  and being in an extremely competitive
environment,  we  have  a  real  urgency  in  this  expectancy.
WHAT  YOU  CAN  EXPECT  FROM  US
     One,  you  can expect from us the fairest treatment of which we are capable
---  fair  in  respect  to  matters  of compensation, fair in respect to working
conditions  and  fair  in  respect  to  personnel  policies.
     Two,  you can expect from us, as a Company, complete honesty in whatever we
do.  Your assignments will never compromise the principles of honesty and common
decency  which  we  also  expect  you,  as  an  individual,  to  uphold.
     Three, you can expect that we will provide assignments which will represent
challenges  to  you  ---  assignments  which will enable you to grow toward your
professional  and  personal  objectives.
     Four,  you can expect that we will offer opportunities for advancement. Our
desire  is  to  grow  from  within.
     Five, you can expect that we will be a demanding organization --- demanding
of  your  time,  your  talents  and  the best which you as an individual have to
offer.  In  this  way  our  company  will  grow  and  you  will  grow  with  it.
     Perhaps  all  this  can  best  be summarized in these words from an unknown
author:
"Create  mental  pictures of your goals, then work to make those pictures become
realities.
Exercise  your  God-given  power to choose your own direction and influence your
own  destiny  and  try  to  decide  wisely  and  well.
Have  the  daring  to  open doors to new experiences and to step boldly forth to
explore  strange  horizons.
Be  unafraid  of  new  ideas,  new  theories  and  new  philosophies.
Have  the  curiosity  to  experimentto  test  and  try  new  ways of living and
thinking.
Recognize  that  the  only  ceiling  life has is the one you give it and come to
realize  that  you  are  surrounded  by  infinite  possibilities  for  growth
and  achievement.
Keep  your heart young and your expectations high and never allow your dreams to
die".

MACDERMID  SHAREHOLDER  PRINCIPLES

1.OUR  VISION  IS  TO  BUILD  ONE  OF THE WORLD 'S GREATEST INDUSTRIAL COMPANIES
We believe that the excitement inherent in the culture of ultra high performance
will  differentiate  us from our competitors, who, while fine companies in their
own  right,  simply  will  find  it impossible to keep up with the fighting Clan
MacDermid.
2.OUR  FORM  IS  CORPORATE,  OUR  ATTITUDE  IS  PARTNERSHIP
Unlike  many  public  companies, our employees and Directors own close to 33% of
the  shares,  so,  we  obviously think as owners. We hope that you consider your
investment  in  MacDermid as being a part owner of a business, much as you would
if  you  owned a small business in partnership with your close friend or family.
You would not be concerned about the evaluation of that small business weekly or
monthly.  Many  employees, including your CEO, have the vast majority of our net
worth  in  MacDermid  stock. We intend to be very long term holders, thinking in
generational  terms.  We  desire  to  partner  with  like-minded individuals and
institutions.  We  will  not  respond  to  short term pressures from the market.
3.WE  FOCUS  TO  BUILD  INTRINSIC  VALUE,PER  SHARE
We  define  intrinsic value as the present value of free cash flow, measured per
share.  Cash  flow  will  be  invested in growth opportunities. We will build in
significant  margin  for error in investment assumptions. We have no interest in
top  line growth for growth's sake. Per share cash flow is what counts. Our goal
is  to increase per share intrinsic value by 25% per year. We believe in setting
stretch  targets  even  though  sometimes  we  may  fall  short  of  our  goals.
4.PERSONAL  AND  CORPORATE  RESPONSIBILITY
MacDermid  will  demonstrate  the  highest  standards  of personal and corporate
ethics  and  responsibility,  with  special emphasis on our environment. We take
seriously  our leadership commitment to the communities in which we do business.
5.CARE  OF  OUR  PEOPLE  IS  A  TOP  PRIORITY
We  know  to  build one of the world's greatest industrial companies requires an
unusual partnership with the people charged with making the vision a reality. We
are  guided  by  the  MacDermid  philosophy,  including  our  clear statement of
commitment to our people, and our expectations of their commitment to MacDermid.
We  maintain  policies  that  encourage long, productive service. We avoid short
term  policies like layoffs and restructuring simply to make the current quarter
or  year numbers. That's not to say that we will not have reductions in staffing
based  on  performance,  or  if  we  feel  the  long term health of the business
requires  us  to  do  so. But even then we will do so with great reluctance. Our
people  are our most important asset. We treat them as such by investing heavily
in  training  and  education  and  management  development.
6.LONG  TERM  INVESTMENT  HORIZON
We will aggressively fund sound internal growth opportunities mostly in research
and  market  development  regardless  of  short term impact.  We will fund these
opportunities when the time is right, not necessarily when it is convenient. Our
internal  investment  opportunities  normally  offer  an exceptional return, but
often  require  multi-year  horizons.  We  will  avoid  the stop-start method of
investing,  which  is  typical  of  a  short  term  mentality.
7.LOW  COST  OPERATING  STRUCTURE
We  know  that  our  ability  to  invest aggressively requires us to have a cost
structure  lower  than our competitors. Investing AND lowering our current costs
constantly  is  a  core  principle  of  our  company.
8.HIGH  OPERATING  MARGINS
Growth opportunities will be passed through a margin filter prior to investment.
9.LOW  CAPITAL  EXPENDITURES
We  invest  shareholder  funds  in high return assets after a healthy margin for
error.  Bricks  and  mortar  have  no attraction if they will not produce a high
return.
10.CAPITAL  STRUCTURE
Cost  of  capital  is  an  important  consideration.  Our  ability  to  generate
relatively  high amounts of cash allows us to carry significant debt while still
maintaining  a healthy margin for error. We will issue common stock only when we
receive  at  least  as  much  in  intrinsic  value  as  we  give.
11.DIVIDENDS
Our  current  dividend  is a result of history. Increasing our dividend is not a
high  priority.  We believe we can better serve shareholders by using internally
generated  funds  to  grow  the  business  or  purchase  shares.
12.ACCOUNTING
We  will  be candid in our reporting to you. We will tell you the business facts
that  we  would  want to know if the positions were reversed, while safeguarding
information  which  would  aid  our  competitors.
13.REPORTING
We will be communicating with you in several ways. Through our annual report, we
will  try  to  give  all  shareholders  as  much value - defining information as
possible.  At  our  annual  meeting  we  will spend as much time as necessary to
provide  information  and  answer  questions. The forum section of our web site,
macdermid.com,  provides  shareholders  the  opportunity  to  submit  questions
directly  to  the  CEO.  We  will  answer  questions honestly and as promptly as
practicable.  In  all  of  our  communications,  we  try  to  make  sure that no
shareholder gets an edge. Our goal is to have all of our shareholders updated at
the  same  time.
14.FAIR  VALUE
To  the  extent  possible,  we would like each MacDermid shareholder to record a
gain  or  loss  in  market  value  that  is  proportional to the gain or loss in
per-share  intrinsic  value. Obviously we cannot control MacDermid's share price
but  by  our  policies  and  communications, over time we believe, are likely to
attract long term investors who seek to profit strictly from the progress of the
Company.

MESSAGE  TO  SHAREHOLDERS

DEAR  SHAREHOLDERS,
Fiscal  year  2000, our ninth consecutive year of record per share earnings, was
truly  a  remarkable year. With revenue of almost $800 million and world-leading
market  share  in  each  of  our three main product lines, Electronic Chemicals,
Metal  Finishing  Chemicals, and Graphic Arts Specialty Materials, we now have a
much  more  balanced  platform. This strategy was begun some five years ago with
the  acquisition  of  the Hercules Electronics and Graphic Arts business. It was
completed  with  the  W.  Canning  acquisition  in  late  FY '99, and Polyfibron
Technologies  (PTI)  in  late  FY  '00.
     You  will  find  that the numbers from prior years in this report have been
restated.  This  is  required  to  reflect  the  pooling of interests accounting
treatment  for  the  PTI  acquisition.  In  the chart immediately following this
message  you  will  find the numbers broken down with and without Polyfibron. In
addition,  we  have  shown  a pro forma cost of stock options. This is the way I
view  the  results  internally.
     In  fiscal  year  2000  revenues  were  $756  million,  reflecting  pooling
(revenues  not  including  PTI  were  $502  million). Last year we reported $382
million (restated to $610 million to reflect pooling). Earnings per share, prior
to  the  one  time  acquisition  charges,  were $1.70 and were $1.40 after these
charges.  This  is  clearly  not  up  to  our standards. The lower than expected
earnings  resulted  from  investments  in  the  future  and  management miscues.
INVESTMENTS  IN  THE  FUTURE:
     We firmly believe that the long-term interests of our customers, employees,
and  shareholders  are  best  served by investing in the future when the time is
right,  not  when  it  happens  to  be  convenient.  This can have the effect of
producing  uneven  results.  This  year  provided  a good example. We decided to
accelerate investment spending in our Via Tek operation, an important technology
to  produce  double-sided  printed  circuit  boards. This lowered fourth quarter
earnings. We experienced significantly higher costs as the main beta site in the
U.S.  ramped  up to production. We believe our patience will be rewarded. We are
now  able  to  demonstrate  what  we  believe  to  be the most automated, highly
efficient  double-sided  printed  circuit  factory  in  the  world.  Much of the
automation  has  never  been  done  before. Thus, understandably, we experienced
delays and start up problems, but through the efforts of many, most particularly
our  dedicated  Via  Tek  team,  that  is  all  behind  us.
     There  were  other  conscious  decisions that hurt short-term profitability
this  year.  In  Graphic  Arts,  as we combined the new Polyfibron team with our
existing  liquid imaging unit, we offered positions to virtually every person in
both  organizations.  Our  focus  was  on  growth  rather  than  short-term cost
reduction.
MANAGEMENT  MISCUES:
     For  a  company  that  takes  great  pride in execution, FY '00 was not our
finest  hour.  Our  execution in the U.S. portion of the Canning acquisition was
terrible,  resulting  in  far higher costs as we jumped through hoops to provide
the  service  levels  our  customers are accustomed to and deserve. These supply
chain  related  problems  are  now  behind  us.
     I  believe we should have reacted faster to a tough business environment in
North America. We took too long to reduce costs. At the end of the year, we took
the necessary steps, the benefit of which will not show until the second quarter
of  FY  '01.
WHAT  WENT  RIGHT:
     Europe  and  Asia  went  right. The majority of the Canning operation is in
Europe  where we executed superbly. Because of Europe, Asia, and the outstanding
year  in  Offshore  Fluids,  the  Canning  acquisition was accretive as planned.
     Our  European  and  Asian  Electronic Chemicals team turned in an excellent
performance. They found ways to meet our expectations even though they faced the
same difficult environment as North America. It can be done, and we are learning
from  their  success.
     Government  delays  in  the closing of the PTI acquisition caused a year of
uncertainty  for our Graphic Arts team and yet, not one customer was lost during
this  period.  This is a real testimony to their professionalism. We now have in
place  a  fully  integrated  team  focused  on  exploiting  the  exciting growth
opportunities  in  Graphic  Arts.
STRUCTURE:
     The  responsibility for our miscues falls squarely at the feet of your CEO.
We  are  a  much  larger company than we were just a short time ago.  We want to
continue  that  growth.  I  felt  to  do  so,  more  responsibility needed to be
delegated.  That  was the right thing to do, but the structure was not organized
adequately to pick up where I left off. Oz Griebel, our President, and I believe
we  now  have  correct  approach.
     We  have long admired our management team in Europe and Asia. The old adage
that  management  job satisfaction (and performance) is directly proportional to
the  distance  from headquarters rings truer as time goes by. To replicate their
success,  we formed the Advanced Surface Finishing Group in North America, which
comprises  the  former Industrial Product and Printed Circuit organizations, and
the  supply  chain.  In  R&D,  we have all the worldwide staff unified under one
structure  where  we  can  share  resources,  which  we believe will provide the
maximum  innovation.
NEW  ASSIGNMENTS  FOR  SENIOR  MANAGEMENT:
     Advanced  Surface  Finishing management will be split between two long-term
experienced  executives.  Pete  Kukanskis,  who  has  successfully  run Asia and
Printed Circuit Central R&D, will also assume responsibility for global Advanced
Surface  Finishing  R&D  and  product management.  Michael Siegmund, who led the
successful Advanced Surface Finishing Europe, will now have responsibilities for
the North American group as well. Dave Beckerman who was the CEO of PTI will now
be  responsible  for  Graphic  Arts  worldwide.  Ray  Pickens  will  have global
responsibilities  for  Offshore  Fluids.
STRATEGY:
Our  strategy  is to increase our technological understanding of clearly defined
markets.  We  want  to  add  value to our customers' processes with R&D and with
superior technical service. This is the moat around the MacDermid business that,
when  well  executed,  provides  excellent  returns  for  our  shareholders.
STRATEGIC  REVIEW  OF  MAJOR  BUSINESSES:
ADVANCED  SURFACE  FINISHES:
----------------------------
-  ELECTRONIC  CHEMICALS  (Printed  Circuit  Technologies):
     Electronic  Chemicals  is  a  highly attractive market. Its high growth and
fast  moving  technology  provides excellent opportunities for innovation. Until
recently  we  were the only full line supplier to printed circuit manufacturers.
The breadth of our product line and the technologies involved gave us an edge in
product  development.  Recent  consolidation  of  our  competitors creates a new
competitive  dynamic.  Our  printed  circuit electronics team has responded with
rapid  and  important  technological  breakthroughs.  We  have  introduced three
important  differentiated  products  that  are  gaining  market  share. The most
important  is  Via Tek, where we are experimenting with a more vertical approach
to the double-sided portion of the PC market by co-investing with our customers.
I  believe,  longer-term,  our  innovation  will  continue  to  make this a very
attractive  market.
-  INDUSTRIAL  PRODUCTS  (Metal  Finishing):
     As  a  result  of  four  acquisitions  in  Europe,  with revenues over $200
million,  we  have  the  leading  position  in  the  world  in  industrial metal
finishing. This is the culmination of a strategy begun in 1990 when our revenues
in  this product line were approximately $30 million. We believe our scale gives
us  competitive  advantage,  especially  when  it comes to our ability to invest
significantly  more  in  R&D  than  our  competitors.
GRAPHIC  ARTS:
     As  a result of the PTI acquisition we have gained critical mass in Graphic
Arts.  We  have  a strong team of technical and management talent needed to take
advantage  of  many niche opportunities. This year we introduced a revolutionary
printing  blanket  for  offset  printing called Prism. It promises to materially
improve  image  reproduction,  which  we  believe  is  a  real  breakthrough. In
Flexographic  printing,  we  introduced a new water wash plate that offers speed
and  environmental advantages, a series of higher resolution solid plates, a new
plate  for  selective  post print applications, and a series of plates for metal
decorating.  We think these constitute the most important series of new products
ever  introduced  in  this  market  in  such  a  short  period.
THE  FUTURE:
     We  think  our  long-term prospects are excellent. Our mission remains, "to
create one of the worlds greatest industrial companies." Our confidence is based
on  the  sustained performance of Advanced Surface Finishing in Europe and Asia,
the  new  structure  and  improvements  in  the supply chain in Advanced Surface
Finishing  -  North America, the exciting opportunities in Graphic Arts, and Via
Tek. Even more importantly, our confidence rests in the Clan MacDermid who share
a  fervent  determination  to deliver superior value to our customers every day.
     Three  years  ago  when our earnings per share were $.85 ($.83, as restated
for  pooling  accounting) we established a goal of $2.74 in FY '02.  We stumbled
this  year. To get back on track we would have to make $2.15 in FY '01. It looks
difficult,  but  we  aim  to  get close to our goal over the next two years. Our
long-term  target is 25% compounded earnings per share growth. Only a handful of
companies  have  produced  a 25% long-term growth rate. Can we do it? We'll see.
Rest  assured,  we  remain  positive  and  aggressive in our pursuit of a worthy
target  rather  than  compromising  on  one that might be more easily reached. I
wouldn't  bet  against  us.
     I  know  I  speak for all shareholders in thanking the men and women of the
Clan  MacDermid for their effort in this tough year, and look forward to sharing
the  future  success  with  each  of  you.

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



MESSAGE  TO  SHAREHOLDERS
<TABLE>
<CAPTION>

SUMMARY  OF  SELECTED  FINANCIAL  DATA  AS  VIEWED  BY  MANAGEMENT
(In  thousands,  except  per  share  amounts)


OPERATING RESULTS                   2000      1999      1998
--------------------------------  --------  --------  ---------
<S>                               <C>       <C>       <C>
NET SALES
   MacDermid                      $502,610  $382,648  $314,058
   Polyfibron                      253,436   227,956   214,509
                                  --------  --------  ---------
      Combined                    $756,046  $610,604  $528,567
GROSS PROFIT
   MacDermid                      $248,093  $189,687  $161,869
   Polyfibron                      108,809   103,249    96,092
                                  --------  --------  ---------
      Combined                    $356,902  $292,936  $257,961
OPERATING PROFIT (1)
   MacDermid                      $ 74,478  $ 63,951  $ 55,605
   Polyfibron                       34,552    42,467    26,680
                                  --------  --------  ---------
      Combined                    $109,030  $106,418  $ 82,285
NET EARNINGS AVAILABLE TO
COMMON SHAREHOLDERS (1)
   MacDermid                      $ 37,189  $ 36,283  $ 30,488
   Polyfibron                       17,855    19,343      (730)
                                  --------  --------  ---------
      Combined                    $ 55,044  $ 55,626  $ 29,758
DILUTED EARNINGS PER COMMON
SHARE (1)
   MacDermid                      $   1.45  $   1.43  $   1.20
   Polyfibron                         0.25      0.29     (0.28)
                                  --------  --------  ---------
      Combined                    $   1.70  $   1.72  $   0.92
FINANCIAL POSITION AT
YEAR END
CAPITAL EXPENDITURES
   MacDermid                      $ 12,949  $  5,442  $  8,342
   Polyfibron                       11,090    14,594     5,816
                                  --------  --------  ---------
      Combined                    $ 24,039  $ 20,036  $ 14,158
LONG-TERM DEBT (INCLUDES
SHORT-TERM PORTION)
   MacDermid                      $253,933  $258,668  $116,425
   Polyfibron                      152,764   147,713   147,142
                                  --------  --------  ---------
      Combined                    $406,697  $406,381  $263,567
PERCENT OF TOTAL CAPITALIZATION
   MacDermid                          57.7      64.6      52.5
   Polyfibron                         85.0      92.3     105.9
      Combined                        65.6      71.3      71.3
OTHER DATA
EBITDA (1)
   MacDermid                      $ 97,231  $ 80,157  $ 66,450
   Polyfibron                       54,939    55,801    37,986
                                  --------  --------  ---------
      Combined                    $152,170  $135,958  $104,436

PRO FORMA COST OF STOCK
OPTIONS (2)                       $  2,018  $  2,019  $     78

NET EARNINGS (1) HAD PRO FORMA
COST OF STOCK OPTION BEEN
EXPENSED (2)
                                  $ 53,752  $ 54,334  $ 29,709

DILUTED EARNINGS PER COMON
SHARE (1) HAD PRO FORMA COST OF
STOCK OPTIONS BEEN EXPENSED (2)
                                  $   1.66  $   1.68  $   0.92

<FN>


(1)  Excluding  one-time  merger  related  charges  in  2000.
(2)  Pro  forma cost stock options as presented above is different from those in
the  financial  statements,  arising  from  those granted to the Chairman of the
Board  and
Chief  Executive Officer. The options were a three-year grant and therefore, the
pro  forma cost, as viewed by management, is spread over the three years covered
by  this  grant.


</TABLE>




<TABLE>
<CAPTION>


(Three vertical bar graphs are provided here, net sales, earnings per share, and
return on equity.  Each graph depicts one facet of results of operations for the
fiscal  years  1996  through  2000.)

                                  GRAPH VALUES
(Net  sales  in  $U.S. millions, earnings per share diluted, in $U.S., return on
equity  percentage)


                      '96      '97      '98      '99      '00
<S>                 <C>      <C>      <C>      <C>      <C>
NET SALES           $383.3   $440.3   $528.6   $610.6   $ 756.0
EARNINGS PER SHARE  $ 0.36   $ 0.83   $ 0.92   $ 1.72   $1.70(1)
RETURN ON EQUITY      17.4%    31.4%    30.6%    41.3%     29.2%

</TABLE>



MACDERMID,  INCORPORATED:  PROFILE  OF  AN  INDUSTRIAL  LEADER

Founded  in  1922  and  headquartered  in  Waterbury,  Connecticut,  MacDermid,
Incorporated  (NYSE:MRD)  is  a  leading  worldwide  manufacturer  of  specialty
chemical  processes for the metal and plastic finishing, electronics and graphic
arts  industries with operating facilities in over 20 countries. The Corporation
employs  over  3,200  worldwide, many of whom are shareholders. Our vision is to
build  one  of  the  world's  greatest  industrial  companies.

THE  OFFICIAL  RETIREMENT  OF  MY  MENTOR:
Tom  Smith,  our lead Director and my mentor for many years, is not standing for
re-election  to  our  Board  of  Directors.  Tom  has  told  us that at 72 years
"young",  he  believes  he has earned the right to have a calendar free of fixed
commitments.  He  has  assured  me  he  will  continue my mentorship unabridged.
Whereas  we  will  miss him in our Board meetings, it is a tremendous comfort to
know  that  I  have continued access to his insight and advice. Tom has uncommon
wisdom.  He  taught  me  that  wisdom comes from experience not wasted, thinking
deeply  about  alternatives and results, good and bad. Tom and I are as close as
two  can be. We all owe him a great deal for his effort on our behalf, which was
far  beyond  any economic interest. I hope you will join us in celebrating Tom's
retirement  at  our  annual  meeting.

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


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

(In  thousands,  except  share  and  per  share  amounts)

CONSOLIDATED  OVERVIEW
IN FISCAL 2000 MACDERMID, INCORPORATED ("THE CORPORATION") RESHAPED ITS BUSINESS
PORTFOLIO. PREVIOUSLY, THE CORPORATION OPERATED WITHIN A SINGLE BUSINESS SEGMENT
WITH  THE  MOST  SIGNIFICANT  CONCENTRATION OF BUSINESS TO PRINTED CIRCUIT BOARD
MANUFACTURERS.  THE  ACQUISITION  OF W. CANNING, PLC ("CANNING") IN FISCAL 1999,
COUPLED  WITH THE MERGER WITH PTI INC.  ("POLYFIBRON") IN THE LATER PART OF 2000
HAS  CONTINUED  THE  STRATEGIC  EXPANSION  PLANS  OF  THE  CORPORATION.  THESE
TRANSACTIONS HAVE POSITIONED THE CORPORATION AS A WORLDWIDE MARKET LEADER IN TWO
PRINCIPAL  BUSINESS  SEGMENTS,  ADVANCED  SURFACE  FINISHES AND GRAPHIC ARTS, OF
WHICH THE PRINTING INDUSTRY NOW REPRESENTS THE LARGEST CONCENTRATION OF BUSINESS
FOR  THE CORPORATION. THE CORPORATION'S REVENUES AND TOTAL ASSETS HAVE MORE THAN
DOUBLED  IN  JUST  OVER  A  YEAR'S  TIME.
     FISCAL  2000  NET  SALES OF $756,046 WERE 24% HIGHER THAN THE PREVIOUS YEAR
($610,604,  AS  RESTATED  TO  REFLECT  POOLING OF INTERESTS ACCOUNTING) AND THIS
MARKS  THE  SIXTH  CONSECUTIVE  RECORD YEAR FOR NET SALES. SEVERAL ACQUISITIONS,
PRIMARILY  IN  EUROPE,  CONTRIBUTED  SIGNIFICANTLY  TO  THE  INCREASE  IN SALES.
WORLDWIDE ECONOMIES WERE VIBRANT AND THE CORPORATION, PARTICULARLY IN ASIA, TOOK
FULL  ADVANTAGE  TO  INCREASE  ITS  BUSINESS.  IN  ADDITION  TO  VOLUME  GROWTH,
INCREMENTAL  SALES  FROM  NEW  ACCOUNTS  AND  EXPANDED PRODUCT OFFERINGS FURTHER
INCREASED  SALES.  DURING THE YEAR, THE DOLLAR STRENGTHENED AGAINST MOST FOREIGN
CURRENCIES  RESULTING  IN A NEGATIVE AFFECT OF LITTLE MORE THAN 1% ON TRANSLATED
NET  SALES.
     THE  ASIAN  AND  EUROPEAN  REGIONS  CONTINUED  TO PRODUCE VERY SATISFACTORY
GROWTH  IN  OPERATING PROFITS FOR 2000. IN NORTH AMERICA, OPERATING PROFITS WERE
LESS  THAN  COMPARED  TO THE PREVIOUS YEAR. THE WEAK PERFORMANCE WAS PRINCIPALLY
DUE  TO  COMPETITIVE  PRICING  AND  COMPLICATIONS  ARISING  FROM  ACQUISITION
INTEGRATION  REQUIREMENTS.  AFTER  GIVING  EFFECT  TO  ONE-TIME  MERGER  COSTS,
INCLUDING  THE  EXTRAORDINARY  CHARGE  FOR  DEBT RESTRUCTURING UNDER THE MERGER,
DILUTED  EARNINGS  PER  COMMON  SHARE  WERE  $1.40 IN 2000. DILUTED EARNINGS PER
COMMON  SHARE  WERE  $1.70  PRIOR  TO THE MERGER-RELATED CHARGES. THIS FELL JUST
SHORT  OF  THE  PREVIOUS  YEAR,  $1.72  PER  COMMON  SHARE  AS  RESTATED, DUE TO
DIFFERENCES IN TAXATION. FOREIGN CURRENCY TRANSLATION RESULTED IN LOWER REPORTED
PER  SHARE  EARNINGS  OF  $0.01  PER  COMMON  SHARE.
ACQUISITIONS
During  fiscal  2000  the  Corporation  completed  a  merger with Polyfibron. On
December 29, 1999, the Corporation issued 6,999,968 shares and share equivalents
of its common stock in exchange for all of the outstanding shares of Polyfibron.
This  business positions the Corporation as a worldwide Graphic Arts leader. The
primary  products  offered  to  the  printing  industry include offset blankets,
printing  plates,  textile  blankets  and  rubber  based  covers  for industrial
rollers.  The  business  combination  has  been  accounted  for  as a pooling of
interests and accordingly, the consolidated financial statements for the periods
prior  to the combination have been restated to include the accounts and results
of  operations  of  Polyfibron.
     On  May  3,  1999  a  subsidiary  of  the  Corporation acquired controlling
interest  in  Galvanevet  S.P.A.,  an  industrial  products  specialty  chemical
manufacturer,  in  Italy. Consolidated operating results for fiscal 2000 include
the  results  of  Galvanevet S.P.A. since that date. The total purchase price of
approximately  $22,500  was accounted for as a purchase transaction and included
inventory,  fixed  assets  and  goodwill of approximately $12,800 which is being
amortized  over  15  years. The acquisition was financed through bank borrowings
under  various  installments  between  April  28,  1998  and  June  1,  2000.
     During  fiscal  1999  the Corporation closed a cash tender offer whereby it
acquired approximately 95% of the outstanding shares of Canning. The Corporation
acquired the remaining shares through a statutory compulsory procedure completed
February  5,  1999.  This  business  significantly  enhances  the  Corporation's
industrial  products  presence  worldwide and includes new product offerings for
offshore  fluids, sealants and adhesives and fuel and water additives businesses
primarily  in  North  America  and  Europe.  The  total  purchase  price  of
approximately $160,000, including closing costs, was accounted for as a purchase
transaction  and  included  inventory,  fixed  assets,  goodwill  and  other
intangibles.  The  goodwill  (approximately  $87,000) is being amortized over 40
years while the other identifiable intangibles (approximately $36,000) are being
amortized  over  periods  ranging  between  6 and 40 years.  The acquisition was
financed  through  bank  borrowings.  Consolidated  operating results for fiscal
1999  include  the  results  of  the  Canning  business  from  December 2, 1998.
FISCAL  2000  VS.FISCAL  1999
SALES:Net  sales of $756,046 increased 24% in fiscal 2000 after giving effect to
the  merger with Polyfibron. Sales of proprietary products, approximately 90% of
the business, increased for both Advanced Surface Finishes and Graphic Arts, 32%
and  10%,  respectively.  The  primary  increase  in  Advanced  Surface Finishes
resulted  from  Canning  sales  for a full year in 2000 as compared to only four
months  in  1999.  During the year, the dollar strengthened against most foreign
currencies.  Had  the same rates of exchange been in effect for both years there
would  have  been  roughly  $8,000  more  sales  reported  in  the  US  dollar
consolidation.  Total  net sales would have increased 7% over the previous year,
were  the  incremental  sales  related  to  acquisition and negative effect from
foreign  currency  exchange  to  be  excluded.
COSTS AND EXPENSES:Costs as a percentage of sales were relatively similar to the
previous  year. There was softening pricing for certain products, especially dry
film  photoresist,  which  was  largely  offset by an improved mix towards newer
products  which  are more efficient and environmentally friendly. Cost awareness
initiatives  continue  to  play  an  important  role,  however,  certain factory
integration  costs  relating  to  the Canning acquisition more than offset other
savings  realized  by  these  initiatives  in  the  fiscal year. These principal
factors  resulted  in  an  overall  gross  profit percentage of 47.2% in 2000 as
compared  to  48.0%  in  1999.
     Selling, technical and administrative ("ST&A") expenses, excluding one-time
merger  costs, were $222,692 for 2000 a 28% increase as compared to $174,188 for
1999.  ST&A,  as  a percentage of sales (29.5%), increased approximately 1% over
the  previous  year.  Recent  acquisitions  brought  with  them  cost  synergy
expectations.  Certain  of  these  synergies  developed  slowly  pressuring ST&A
expenses higher during 2000.  The Corporation continues to increase expenditures
for  key research initiatives. Total research and development costs were $22,548
in 2000, an increase of $1,048 over 1999. Total amortization charged to earnings
was  $17,563  for  2000  up  from  $12,330 in 1999. The principal affect on this
increase  is the amortization of goodwill and other intangibles from the Canning
acquisition.  In  addition,  the Corporation recorded expenses of $7,617 ($5,924
after  taxes)  in  2000  as  a  one-time  merger charge to operating expenses in
connection with its merger with Polyfibron. These expenses consisted of fees for
attorneys,  accountants,  financial  printing,  as  well  as severance and other
related  charges.
INCOME  TAXES:The  overall  effective income tax rate increased to 36.3% in 2000
from  33.4%  in  1999.  The  rate  increase was brought about by the Corporation
incurring  costs related to the merger with Polyfibron, which are not deductible
for  tax  purposes, along with an increase in non-deductible goodwill, resulting
primarily  from  the  Canning acquisition. These charges were somewhat offset by
increased  foreign  tax  credits  and  the  continuing  impact  of worldwide tax
minimization  strategies.
NET  EARNINGS:Acquisitions,  after  the  cost  of  borrowings,  were immediately
accretive  to  earnings  in  fiscal 2000. Although debt balances at year end are
similar,  the  level of borrowings during the year were much higher in 2000 as a
result  of  borrowings  late  in  1999  to  effect  the Canning acquisition. Net
interest  expense  increased 21% over 1999 due to the higher level of borrowings
and  from  interest  rate  increases  over  the  past  year which resulted in an
approximate  one  basis  point  higher  cost  of borrowing for most of 2000. The
Corporation  is  investing heavily in the future, particularly through a new Via
Tek  facility.  The  start-up  costs  associated  with this investment depressed
earnings  in  the  short  term.  Diluted earnings per common share, after giving
effect  to  the  merger with Polyfibron and the related extraordinary charge for
early  retirement  of  debt  ($3,762  after tax), decreased in 2000 to $1.40 per
share  as  compared  to  $1.72  per  share  in  1999.
FISCAL  1999  VS.FISCAL  1998
SALES:Net  sales of $610,604 increased 16% in fiscal 1999 after giving effect to
the  merger  with  Polyfibron.  Proprietary  business increased 13% for Advanced
Surface  Finishes  and  4% for Graphic Arts, primarily a result of acquisitions.
Proprietary  volume  was  basically  flat  without  the  effects  of  purchase
acquisitions,  as  printed  circuit  board  manufacturers experienced a weakened
climate,  worldwide. A large portion of the increase in sales was from increased
equipment  business.  Foreign  currencies  devalued,  in  large  part from Asian
economic  difficulties,  however,  a  stronger dollar resulted in less than a 1%
negative  effect  on  translated  sales  for  1999.
COSTS  AND  EXPENSES:Costs  as  a percentage of sales increased slightly in 1999
over  1998  significantly  due  to increased sales in lower margin equipment and
related chemical supplies. Gross profit percentage was 48.0% in 1999 as compared
to  48.8% in 1998. Lower prices for certain products supplied to printed circuit
board manufacturers, for the most part, were offset with savings related to cost
awareness  initiatives  adopted  by  the  Corporation.  Selling,  technical  and
administrative  ("ST&A") expenses were $174,188 for 1999 as compared to $155,182
for  1998.  This  12%  increase  was  almost entirely a result of new costs from
purchase  acquisitions.  ST&A expenses otherwise increased approximately 1% over
the  previous  year.  ST&A,  as a percentage of sales decreased approximately 1%
from  the  previous  year  to 28.5%. Research and development expenses increased
$882  or  4% over the previous year.  Total amortization charged to earnings was
$12,330  for  1999  up  from  $9,999  in 1998. The increase in amortization is a
result  of  goodwill  increases,  throughout  both  fiscal  years,  from several
acquisitions. In 1998, the Corporation charged acquired research and development
of  $10,495  to  operating  expenses  in connection with its acquisition of NAPP
Systems.
INCOME  TAXES:The  overall  effective income tax rate decreased to 33.4% in 1999
from  47.1%  in  1998.  The rate decrease was due primarily to the Corporation's
one-time  write-off  of  research  and  development  costs  associated  with the
acquisition  of  NAPP  Systems,  in  1998. In 1999 the Corporation experienced a
further  favorable  impact  on the effective income tax rate from the continuing
application  of  worldwide  tax  minimization  strategies.
NET  EARNINGS:Diluted  earnings  per  common  share,  after giving effect to the
merger  with  Polyfibron,  for  fiscal  1999 were $1.72 per share as compared to
$0.92  per  common  share for 1998. Included in expenses for 1998 were, acquired
research  and  development  ($10,495)  and  an  extraordinary  charge  for early
retirement of debt ($1,322 after tax). Sales increased and expenses increased at
a  much lesser rate for 1999, while net interest expense increased 15% over 1998
due  to  additional borrowings to effect the Canning acquisition. These factors,
and  the benefit of tax minimization strategies, coupled to further net earnings
growth.
NEW  ACCOUNTING  STANDARDS
The  FASB  recently  issued Statement of Financial Accounting Standards No. 133,
Accounting  for  Derivative  Instruments  and  Hedging Activities which replaces
existing  pronouncements  and  practices  with  a single, integrated, accounting
framework  for  derivatives  and  hedging  activities.
     The  Corporation  is currently evaluating the impact of this standard which
is  not  expected to have a material effect on the financial position or results
of  operations  upon adoption, when the reporting requirements become effective,
beginning  with  fiscal  2002.
LIQUIDITY  &CAPITAL  RESOURCES
Cash  flows from operations are used to fund dividend payments ($0.08 per common
share  for  fiscal  2000)  to  shareholders, working capital requirements of the
Corporation  and  capital  projects.  The  Corporation  has  paid cash dividends
continuously  since  1948. From time to time the Corporation utilizes additional
outside  sources to fund overall needs, including major capital projects for new
and upgraded research and technical, manufacturing and administrative facilities
and  for  business  acquisitions.
     During  fiscal  2000  cash  flows provided by operations, $59,834, were 26%
less  than  the  prior  year, principally resulting from one-time merger related
costs  and  working  capital  increases  resulting  from  the integration of the
worldwide  operations  of  recent  acquisitions.
     In  certain  years,  the  Corporation  has  embarked on programs which have
required  significant  amounts  of  funds in excess of those available from cash
flows  from operations. During the third quarter of fiscal 1999, the Corporation
purchased  W. Canning, plc for approximately $160,000 (including closing costs).
This  purchase  is presently financed through bank borrowing under six-year term
loans and a revolving credit agreement with Bank of America.  During fiscal 1998
a  previous revolving credit facility with Chase Bank was utilized to effect the
redemption  ahead of schedule of all of the shares of preferred stock, including
dividends  in  kind,  issued as part of a previous acquisition. In addition, the
revolving  credit  facility  was  utilized  to  exercise an early buy-out of the
performance  premium  relating  to  the  same  acquisition.
     New  opportunities  for  business acquisitions, which become available from
time  to  time,  are evaluated individually as they arise based upon MacDermid's
criteria  for  technological  improvement and innovation, potential for earnings
growth and compatibility with existing distribution channels. Management intends
to pursue those opportunities which have strong potential to enhance shareholder
value.  One  such  opportunity  was  the  acquisition of Galvanevet S.P.A. which
improved  the  Corporation's  position  in the European Advance Surface Finishes
industrial  markets  in  fiscal  1999.  The  Corporation  made  the final of the
deferred  payments,  totaling  $7,334,  for  this  acquisition  on June 1, 2000.
     New  capital  spending  during  fiscal  2000  of  approximately  $24,039 as
compared  with  $20,036 in fiscal 1999 and $14,158 in fiscal 1998, included new,
as  well  as  upgraded,  manufacturing  facilities  worldwide and replacement of
technical  equipment.  For  fiscal  2001,  planned  new  capital  projects total
approximately  $22,000.
     The  Board  of Directors has, from time to time, authorized the purchase of
issued  and  outstanding  shares  of  the  Corporation's  common  stock  for its
treasury.  On July 22, 1998 the Board of Directors authorized the purchase of up
to  an  additional  1,000,000 shares of the Corporation's common stock, then, on
November  16, 1999 the Board of Directors reduced this authorization to 200,000.
Pursuant  to this, and previous authorizations, MacDermid acquired 98,234 shares
during fiscal 1999 and 330,024 shares during fiscal 1998 in privately negotiated
purchases.  Treasury shares may be used for transfer or sale to employee benefit
plans,  business  acquisitions  or for other Corporate purposes. The outstanding
authorization to purchase up to 184,120 shares, if exercised at the NYSE closing
price  on  March  31,  2000,  would  cost  approximately  $4,879.
     The  Corporation's  financial  position  remains strong and, other than the
satisfaction  of  debt  obligations,  there  are no long-range commitments which
would  have a significant impact upon results of operations, financial condition
or  liquidity.  At  March  31,  2000  the  Corporation had domestic and foreign;
short-term uncommitted credit lines with banks approximating $61,000 in addition
to  $125,000  committed  revolving  credit  facility.  Management  believes that
additional  borrowing  could  be  obtained  if  needed.

<TABLE>
<CAPTION>



The  principal sources and uses of cash in fiscal years 2000, 1999 and 1998 were
as  follows:


                                     2000      1999       1998
                                    -------  ---------  ---------
<S>                                 <C>      <C>        <C>
Cash provided by:
Operations                          $59,834  $ 80,456   $ 55,610
Proceeds from disposition of
fixed assets, certain business and
available-for-sale securities        13,453       101        665
Option exercises                        ---       162      1,690
Net increase in borrowings              ---   135,325     46,513
                                    -------  ---------  ---------
                                    $73,287  $216,044   $104,478
Cash used for:
Capital expenditures                $24,039  $ 20,036   $ 14,158
Business acquisitions                26,351   175,501     80,788
Purchase of treasury shares             ---     3,508      7,196
Dividend payments                     2,133     2,011      1,752
Net decrease in borrowings           20,660       ---        ---
                                    -------  ---------  ---------
                                    $73,183  $201,056   $103,894
Other - net                         $ 2,384     ($345)   ($3,568)
Net increase (decrease) in cash
balances                            $ 2,488  $ 14,643    ($2,984)
                                    =======  =========  =========

</TABLE>




EURO  CURRENCY  CONVERSION
On  January  1, 1999, certain member countries of the European Union established
fixed  conversion  rates  between  their  existing  currencies  and the European
Union's  common currency ("Euro"). The transition period for the introduction of
the Euro ends June 30, 2002. Issues that face the Corporation as a result of the
introduction of the Euro include converting information technology systems which
were  largely  upgraded  under  the  year  2000  compliance  review, reassessing
currency  risk,  negotiating  and  amending  contracts,  as  well  as processing
accounting  and tax records. The Corporation is addressing these issues and does
not  expect  the  Euro  to  have a material effect on its financial condition or
results  of  operations.

ENVIRONMENTAL  ACTIVITIES
The  Corporation  continues its commitment to an active program of environmental
responsibility  through  its Environmental Initiative 2000 program, research and
development  of  alternative, environmentally safer products and installation of
equipment  to  reduce or eliminate emissions. The Corporation sponsors community
clean-up  programs  and promotes community awareness of environmental issues. An
environmental  consultant  retained  by the Corporation conducts periodic audits
and  submits  appropriate  recommendations  to  the  Corporation.
     The  Corporation continuously conducts research to formulate products which
are  environmentally  friendly  and  which  provide  superior  operating
characteristics  in customer applications and many companies have come to it for
assistance in meeting their environmental needs. Environmental expenditures that
relate  to  current  operations  are  expensed;  long-term  betterments  are
capitalized.  The  expenditure  by the Corporation for these various programs is
estimated  to  be  approximately  a  million  dollars  per  year.
(A)  ENVIRONMENTAL.  The Corporation has been named as a potentially responsible
party  (PRP) by the Environmental Protection Agency in connection with two waste
sites.  There  are  many other companies involved at each of these sites and the
Corporation's  participation  is  minor.  The  Corporation has recorded its best
estimate  of  liabilities in connection with site clean-up based upon the extent
of  its  involvement, the number of PRPs and estimates of the total costs of the
site  clean-up  that  reflect  the  results  of  phase  I  and  II environmental
investigations  and  remediation  estimates produced by remediation contractors.
Though  it  is  difficult  to  predict  the  final  costs  of  site remediation,
management  believes  that  the recorded liabilities are reasonable estimates of
probable  liability  and that future cash outlays are unlikely to be material to
its  consolidated  financial  position,  results  of  operations  or cash flows.
     The  Corporation  has established an environmental remediation reserve with
respect  to  its December 1998 acquisition of Canning. A substantial majority of
that  reserve  is  attributable to several sites of Canning that are believed to
require  environmental  remediation  activities. The reserves established by the
Corporation were based upon phase I and phase II environmental investigations of
those sites and remediation estimates produced by remediation contractors, which
estimates  indicated  that  the  reasonable  range  of  the  Corporation's gross
liability  is  $2  million  to  $11.5  million.  Based  upon  the  Corporation's
experience  and  the  facts  known  to  it,  as  of  the date of this filing the
Corporation  expects  that  its gross liability for those Canning sites will not
exceed  $4.5  million.  The  Corporation believes that its Canning subsidiary is
entitled  under  its  acquisition agreement relating certain sites to withhold a
deferred  purchase  price  payment  of approximately $2.3 million, which will be
applied  to  reduce  its  net  liability  for  those  sites.  To  the extent the
Corporation's  liabilities  exceed $2.3 million it may be entitled to additional
indemnification  payments.  Such  recovery  may be uncertain, however, and would
likely  involve significant litigation expense. As a result, the Corporation has
recorded  a  net  liability  of $2 million. The foregoing estimates of potential
gross  and  net  liabilities  and recoveries represent our best estimates of the
fair  value  of  these obligations. The Corporation expects that the liabilities
pertaining to the Canning sites will be incurred within the next five years; the
Corporation will recognize the recovery from the deferred purchase price payment
contemporaneously  with  its  payment  of  the  underlying  expense.
     On  January  30,1997,  the  Corporation  was  served with a subpoena from a
federal  grand jury in Connecticut requesting certain documents. The Corporation
was  subsequently  informed  that  it  is  a  subject  of  the  grand  jury's
investigation.  The  subpoena  requested  information  relating to an accidental
spill  from the Corporation's Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in  November of 1994, together with other information related to
operations and compliance at the Huntingdon Avenue facility. The Corporation has
retained  outside  law  firms  to  assist  in  complying  with the subpoena. The
Corporation  is  cooperating  with  the  government's  investigation. Since this
matter is currently in very early stages, it is impossible to determine what the
ultimate  outcome will be and difficult to quantify the extent of an exposure to
liability.  As  such, no assurance can be given that the Corporation will not be
found  to  have  liability.
(B)  LEGAL  PROCEEDINGS / OTHER. On July 26, 1999 the Corporation was named in a
civil  lawsuit  commenced in the Superior Court of the State of Connecticut. The
action  was  initiated  by the Commissioner of Environmental Protection alleging
various compliance violations at the Corporation's Huntingdon Avenue and Freight
Street  locations  between  the  years 1992 through 1998. The complaint contains
allegations  of permit violations and violations of procedural, notification and
other requirements of Connecticut's environmental regulations over the foregoing
period  of  time.  The Corporation is vigorously defending this complaint. It is
currently believed that the outcome of the proceeding will not materially affect
the  Corporation's business or financial position, however, the proceeding is in
the  very  early  stages  and  therefore  difficult  to  assess  at  this  time.
     The  Corporation  is a party to a number of lawsuits and claims in addition
to  those discussed above arising out of the ordinary conduct of business. While
the  ultimate  results  of  the  proceedings  against  the Corporation cannot be
predicted  with  certainty,  management does not expect that resolution of these
matters  will  have  a  material  adverse effect upon its consolidated financial
position, results of operations or cash flows. It is the Corporation's policy to
accrue  liabilities in this regard when it is both probable a liability has been
incurred  and  the  cost is reasonably estimable in accordance with Statement of
Financial  Accounting  Standards  No.  5,  "Accounting  for  Contingencies."
OUTLOOK:ISSUES  AND  RISKS
This  report  and  other Corporation reports and statements describe many of the
positive  factors affecting the Corporation's future business prospects. Readers
should  also  be  aware  of  factors which could have a negative impact on those
prospects.  These  include  political,  economic  or  other  conditions  such as
currency  exchange  rates,  inflation  rates,  recessionary or expansive trends,
taxes  and  regulations  and  laws affecting the business; competitive products,
advertising,  promotional  and pricing activity, the degree of acceptance of new
product introductions in the marketplace and the difficulty of forecasting sales
at  various  times  in  various  markets.
     The Corporation operates throughout the world in areas generally considered
stable.  Sales  are  mainly  to  companies  whose  outputs  become components in
consumer  and  industrial products having wide application and demand and no one
customer  accounts  for a material proportion of sales. Management believes that
inflation,  generally,  has  had  little  overall  impact upon the Corporation's
operations  and  reported  earnings. While there may be temporary disruptions of
economic stability, management believes that their long-term effects will not be
significant  to  the  Corporation.



<TABLE>
<CAPTION>


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


                                                          YEAR ENDED MARCH 31
                                                         ---------------------
                                               2000              1999               1998
                                           ------------  ---------------------  ------------
<S>                                        <C>           <C>                    <C>
Net sales                                  $   756,046   $            610,604   $   528,567
Costs and expenses:
   Cost of sales                               399,144                317,668       270,606
   Selling, technical and administrative       222,692                174,188       155,182
   Amortization of  intangibles,
   primarily goodwill                           17,563                 12,330         9,999
   Merger related costs                          7,617                    ---           ---
   Write-off of acquired R&D                       ---                    ---        10,495
                                           ------------  ---------------------  ------------
                                               647,016                504,186       446,282
                                           ------------  ---------------------  ------------
          Operating profit                     109,030                106,418        82,285
Other income (expense):
   Interest income                               2,007                  2,221           655
   Interest expense                            (33,050)               (27,860)      (22,892)
   Miscellaneous, net                             (935)                 2,688          (739)
                                           ------------  ---------------------  ------------
                                               (31,978)               (22,951)      (22,976)
                                           ------------  ---------------------  ------------
Earnings before income taxes and
  extraordinary charge                          77,052                 83,467        59,309
Income taxes (note 6)                           27,932                 27,841        27,920
                                           ------------  ---------------------  ------------
   Earnings before extraordinary charge         49,120                 55,626        31,389
Extraordinary charge due to early
  retirement of debt, net of tax Benefit
  of $2,305 and $806                            (3,762)                   ---        (1,322)
                                           ------------  ---------------------  ------------
   Net earnings                                 45,358                 55,626        30,067
Preferred dividends                                 --                    ---          (309)
                                           ------------  ---------------------  ------------
   Net earnings available for common
    shareholders                           $    45,358                 55,626        29,758
                                           ============  =====================  ============
Earnings per common share (note 1)
   Basic
     Earnings available for common
      shareholders before extraordinary
      charge                               $      1.58   $               1.79   $      1.01
     Extraordinary charge due to early
      retirement of debt, net of tax
       benefit                             $     (0.12)  $                 --   $     (0.04)
                                           ------------  ---------------------  ------------
     Net earnings available for common
      shareholders                         $      1.46   $               1.79   $      0.97
                                           ============  =====================  ============
   Diluted
     Earnings available for common
      shareholders before extraordinary
       charge                              $      1.52   $               1.72   $      0.96
     Extraordinary charge due to early
      retirement of debt, net of tax
       benefit                             $     (0.12)  $                 --   $     (0.04)
                                           ------------  ---------------------  ------------
     Net earnings available for common
      shareholders                         $      1.40   $               1.72   $      0.92
                                           ============  =====================  ============
Weighted average number of common
  shares outstanding (note 1):
     Basic                                  31,155,756             31,140,774    30,675,556
                                           ============  =====================  ============
     Diluted                                32,429,450             32,421,296    32,183,821
                                           ============  =====================  ============

<FN>

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




<TABLE>
<CAPTION>


CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  INCOME
(In  thousands)


                                              YEAR ENDED MARCH 31
                                             ---------------------
                                     2000            1999             1998
                                   --------  ---------------------  --------
<S>                                <C>       <C>                    <C>
Net earnings available for common
  shareholders                     $45,358   $             55,626   $29,758
Other comprehensive income:
   Foreign currency translation       (449)                 3,230    (8,347)
   Available-for-sale securities
    unrealized loss-net of taxes       174                   (174)      ---
                                   --------  ---------------------  --------
Comprehensive income               $45,083   $             58,682   $21,411
                                   ========  =====================  ========

</TABLE>




<TABLE>
<CAPTION>


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

ASSETS


                                                    MARCH 31
                                                    ---------
                                                      2000       1999
                                                    ---------  --------
<S>                                                 <C>        <C>
Current assets:
Cash and equivalents                                $  20,116  $ 19,436
Available-for-sale securities                              --       968
Accounts receivable, less allowance for doubtful
   receivables of $10,541 and $10,217                 180,628   159,998
Inventories (note 2)                                  115,602   104,452
Prepaid expenses                                        6,977    10,560
Deferred income taxes (note 6)                          9,115     7,804
                                                    ---------  --------
              Total current asset                     332,438   303,218
                                                    ---------  --------
Net property, plant and equipment (note 3)            154,149   146,473
Goodwill, net of accumulated amortization of
   $25,332 and $15,796                                206,848   182,415
Patents, trademarks and other intangibles, net of
   accumulated amortization of $28,109 and
   $19,700                                             54,891    62,011
Deferred income taxes (note 6)                          7,505     3,295
Other assets, net                                      34,661    39,877
                                                    ---------  --------
                                                    $ 790,492  $737,289
                                                    =========  ========
<FN>

See  accompanying  notes  to  consolidated  financial  statements.

</TABLE>




<TABLE>
<CAPTION>


LIABILITIES  &  SHAREHOLDERS  '  EQUITY



                                                     MARCH 31
                                                    ----------
                                                       2000       1999
                                                    ----------  ---------
<S>                                                 <C>         <C>
Current liabilities:
Notes payable (note 4)                              $   4,561   $  3,700
Current installments of long-term obligations
   (note 8)                                            46,349     38,279
Accounts payable                                       62,922     67,297
Dividends payable                                         623        503
Accrued compensation                                   18,937     16,134
Accrued expenses, other                                51,761     39,449
Income taxes (note 6)                                  13,967     20,213
                                                    ----------  ---------
              Total current liabilities               199,120    185,575
                                                    ----------  ---------
Long-term obligations (note 8)                        360,348    368,102
Accrued postretirement benefits, less current
   portion (note 5)                                     7,239      9,093
Deferred income taxes (note 6)                         10,531     11,104
Minority interest in subsidiary                            --         65
                                                    ----------  ---------
              Total liabilities                       577,238    573,939
                                                    ----------  ---------

Shareholders' equity (note 10):
Common stock. Authorized 75,000,000 shares;
   issued 45,412,325 shares in 2000 and
   45,411,775 shares in 1999 at stated value of
   $1.00 per share                                     45,412     45,412
Additional paid-in capital                             13,866      9,096
Retained earnings                                     217,149    171,740
Accumulated other comprehensive income
   Equity adjustment from foreign currency
    translation                                        (5,062)    (4,613)
   Equity adjustment from securities holding loss          --       (174)
Less cost of 14,267,816 common shares in
   treasury                                           (58,111)   (58,111)
                                                    ----------  ---------
              Total shareholders' equity              213,254    163,350
                                                    ----------  ---------
Contingencies and commitments (notes 1, 11 and
   12)
                                                    $ 790,492   $737,289
                                                    ==========  =========

<FN>

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




<TABLE>
<CAPTION>


CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)


                                                               YEAR ENDED MARCH 31
                                                    2000               1999              1998
                                                 -----------  ----------------------  -----------
<S>                                              <C>          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings available for common
   shareholders                                  $   45,358   $              55,626   $   29,758
  Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
     Depreciation                                    18,895                  14,522       12,892
     Amortization of goodwill and other
      intangible assets                              17,563                  12,330        9,999
     Provision for bad debts                          2,473                   1,507          965
     Deferred income taxes                           (3,994)                 (1,388)         371
     Write-off purchased research                        --                      --       10,495
     Write-off deferred financing fees                   --                      --        2,138
  Changes in assets and liabilities net of
   effects from acquisitions and
   dispositions:
     Decrease (increase) in receivables              (8,582)                 (6,508)     (16,980)
     Decrease (increase) in inventories              (6,441)                 (1,235)     (14,489)
     Decrease (increase) in prepaid expenses          5,211                  (5,353)      (1,432)
     Increase (decrease) in accounts payable        (11,778)                 13,831       10,288
     Increase (decrease) in accrued Expense           2,395                  (9,916)      10,442
     Increase (decrease) in income tax
      liabilities                                     1,585                   4,497         (407)
  Other                                              (2,851)                  2,543        1,570
                                                 -----------  ----------------------  -----------
           Net cash flows provided by
            operating activities                     59,834                  80,456       55,610
                                                 -----------  ----------------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                              (24,039)                (20,036)     (14,158)
  Proceeds from disposition of fixed assets             641                     101          665
  Sale/(purchase) of available-for-sale
   securities                                         1,147                    (261)          --
  Acquisitions of businesses                        (26,351)               (175,501)     (80,788)
  Dispositions of businesses                         11,665                      --           --
                                                 -----------  ----------------------  -----------
           Net cash flows used in investing
            activities                              (36,937)               (195,697)     (94,281)
                                                 -----------  ----------------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term (repayments) borrowings - net .         (1,070)                 90,281      101,046
  Long-term borrowings                               17,350                 317,355       53,622
  Long-term repayments                              (36,940)               (272,311)     (75,410)
  Preferred stock redemption                             --                      --      (32,745)
  Exercise of stock options                              --                     162        1,690
  Acquisition of treasury stock (note 10)                --                  (3,508)      (7,196)
  Dividends paid                                     (2,133)                 (2,011)      (1,752)
                                                  ---------    --------------------    ---------
           Net cash flows provided by (used in)
            financing activities                    (22,793)                129,968       39,255
                                                 -----------  ----------------------  -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND EQUIVALENTS                                     2,384                     (84)      (3,568)
                                                 -----------  ----------------------  -----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                         2,488                  14,643       (2,984)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
  YEAR                                           $   17,628   $               4,793   $    7,777
                                                  ---------    --------------------    ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR         $   20,116   $              19,436   $    4,793
                                                  ---------    --------------------    ---------
                                                  ---------    --------------------    ---------
CASH PAID FOR INTEREST                           $   32,004   $              24,705   $   20,075
                                                  ---------    --------------------    ---------
                                                  ---------    --------------------    ---------

CASH PAID FOR INCOME TAXES                       $   27,634   $              19,872   $   20,889
                                                 ===========  ======================  ===========

<FN>


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




<TABLE>
<CAPTION>


CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY

SHAREHOLDERS  '  EQUITY
(Note  10)

(In  thousands)


                                                               ACCUMULATED
                                      ADDITIONAL                  OTHER                      TOTAL
                              COMMON    PAID IN    RETAINED   COMPREHENSIVE   TREASURY   SHAREHOLDERS'
                              STOCK     CAPITAL    EARNINGS       INCOME        STOCK        EQUITY
                              ------  -----------  ---------  --------------  ---------  --------------



<S>                           <C>     <C>          <C>        <C>             <C>        <C>
Balance at March 31, 1997     18,799       4,792    111,448             504    (47,407)         88,136
Stock options                    240       1,999         --              --         --           2,239
Stock awards                      48       1,273         --              --         --           1,321
Net earnings                      --          --     29,758              --         --          29,758
Cash dividends                    --          --     (1,752)             --         --          (1,752)
Non-cash dividends                --          --     (1,465)             --         --          (1,465)
Tax benefit (note 6)              --       3,621         --              --         --           3,621
Three for one split           26,177      (7,852)   (18,325)             --         --               0
Currency translation              --          --         --          (8,347)        --          (8,347)
Shares acquired                   --          --         --              --     (7,196)         (7,196)
                              ------  -----------  ---------  --------------  ---------  --------------
Balance at March 31, 1998     45,264       3,833    119,664          (7,843)   (54,603)        106,315
                              ------  -----------  ---------  --------------  ---------  --------------

Stock options                     90         341         --              --         --             431
Stock awards.                     58       1,343         --              --         --           1,401
Net earnings                      --          --     55,626              --         --          55,626
Cash dividends                    --          --     (2,011)             --         --          (2,011)
Non-cash dividends                --          --     (1,539)             --         --          (1,539)
Tax benefit (note 6)              --       3,579         --              --         --           3,579
Currency translation              --          --         --           3,230         --           3,230
Securities holding loss           --          --         --            (174)        --            (174)
Shares acquired                   --          --         --              --     (3,508)         (3,508)
                              ------  -----------  ---------  --------------  ---------  --------------
Balance at March 31, 1999     45,412       9,096    171,740          (4,787)   (58,111)        163,350
                              ------  -----------  ---------  --------------  ---------  --------------

Stock options                     --          22         --              --         --              22
Stock awards                      --         831         --              --         --             831
Net earnings                      --          --     45,358              --         --          45,358
Cash dividends                    --          --     (2,133)             --         --          (2,133)
Change in subsidiary fiscal
  year end                        --          --      2,184              --         --           2,184
Tax benefit (note 6)              --       3,917         --              --         --           3,917
Currency translation              --          --         --            (449)        --            (449)
Securities holding gain           --          --         --             174         --             174
                              ------  -----------  ---------  --------------  ---------  --------------
Balance at March 31, 2000     45,412      13,866    217,149          (5,062)   (58,111)        213,254
                              ======  ===========  =========  ==============  =========  ==============

<FN>

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



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

1.SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(A)  PRINCIPLES  OF  CONSOLIDATION.  The  Corporation's  consolidated  financial
statements  have  been prepared to give retroactive effect to the merger between
Polyfibron  and  the  Corporation  which  has been accounted for as a pooling of
interests.  Accordingly,  the  consolidated financial statements for the periods
prior  to the combination have been restated to include the accounts and results
of  operations  of Polyfibron.  The combined results of operations for the years
ending  March 31, 1999 and 1998 include Polyfibron for the years ending December
31,  1998  and  1997,  respectively. The Corporation issued 6,999,968 shares and
share  equivalents  of  its  common stock in exchange for all of the outstanding
shares  of  Polyfibron  on  December  29,  1999.
     The Polyfibron subsidiaries, in previous years, reported on a calendar year
basis.  Their  fiscal  year  was  changed  beginning  with  fiscal year 2000, to
coincide with the parent corporation. The results of the quarter ended March 31,
1999,  earnings  of  $3,184,  less  non-cash  dividends of $1,000 on revenues of
$57,086,  were credited directly to retained earnings to effect this changeover.
The consolidated statements of cash flows are presented for the year ended March
31,  2000,  exclusive  of  the  results of operations for the three months ended
March  31, 1999. During this period, net cash and cash equivalents of $4,800 and
$13,172  was used for operations and investing activities, respectively, and net
cash  and cash equivalents of $16,164 was provided by financing activities.  The
resulting  $1,808  decrease  in  cash  and cash equivalents during the period is
reflected  in  the  cash  and  cash equivalents at the beginning of the year for
purposes  of  the consolidated statements of cash flows for the year ended March
31,  2000.
     The  accompanying consolidated financial statements include the accounts of
the  parent  corporation  and  all of its domestic and foreign subsidiaries. All
significant  intercompany  accounts  and  transactions  have  been eliminated in
consolidation.
(B) USE OF ESTIMATES. The preparation of financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.
(C) CASH AND CASH EQUIVALENTS. For the purpose of the consolidated statements of
cash  flows,  the  Corporation  considers  all  highly  liquid  debt instruments
purchased  with  an  initial  maturity  of  three  months  or  less  to  be cash
equivalents.
(D)  INVENTORIES.  Inventories  are  stated at the lower of cost (average moving
cost)  or  replacement  market.
(E)  PROPERTY,  PLANT AND EQUIPMENT. Property, plant and equipment are stated at
cost.  Depreciation  and  amortization  of  property,  plant  and  equipment are
provided  over  the estimated useful lives of the respective assets, principally
on the straight-line basis. Expenditures for maintenance and repairs are charged
directly  to  expense;  renewals and betterments, which significantly extend the
useful  lives  are  capitalized.  Costs  and  accumulated  depreciation  and
amortization  on assets retired or disposed of are removed from the accounts and
the  gains  or  losses  resulting  therefrom, if any, are credited or charged to
earnings.
(F)  INTANGIBLE  ASSETS.  Various  intangible assets are amortized on a straight
line  basis  over  their  estimated useful lives as determined by an appropriate
valuation.  The  present  amortization periods range between 15 and 40 years for
patents  and  trademarks  and  between  5  and  30  years  for  other separately
identified  intangible assets. Specifically, goodwill is amortized on a straight
line  basis  over  its  estimated  period  of  benefit;  for  smaller businesses
generally  no  longer  than  15  years,  for  divisions  of  larger corporations
generally  25  years  and for long established companies generally 40 years. The
present  goodwill amortization periods range between 5 and 40 years. Accumulated
amortization  of  goodwill  was  $25,332 and $15,796 at March 31, 2000 and 1999,
respectively.  As  required  by  Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
Be  Disposed  Of  (SFAS121)  the  Corporation  evaluates  the  carrying value of
intangible  assets  at each balance sheet date to determine if impairment exists
based  upon estimated undiscounted future cash flows. The impairment, if any, is
measured  by  the difference between carrying value and estimated fair value and
charged  to expense in the period identified. The remaining amortization periods
are  periodically  evaluated  and  are  revised  if  considered  necessary.  The
application  of  this  statement  had  no  impact on the Corporation's financial
position as of March 31, 2000 or 1999 or its results of operations for the years
2000,  1999  or  1998.
(G)  EMPLOYEE  BENEFITS.  The Corporation sponsors a variety of employee benefit
programs,  most  of  which  are  non-contributory.
  RETIREMENT.  Pension,  profit sharing and other retirement plans generally are
non-contributory  and  cover  substantially  all  employees.  Domestically,  the
Corporation  funds  a  defined  benefit  pension plan and, overseas, maintains a
defined  contribution  plan.  The projected unit credit actuarial method is used
for  financial  reporting  purposes. In addition, the Corporation contributes to
profit  sharing  and  employee  stock  ownership  plans which provide retirement
benefits  based upon amounts credited to employee accounts within the plans. The
Corporation's  funding  policy for qualified plans is consistent with federal or
other  regulations  and  customarily  equals  the amount deducted for income tax
purposes.  Foreign  subsidiaries  contribute  to plans which may be administered
privately  or  by  government  agencies  in  accordance  with local regulations.
  POSTRETIREMENT.  The  Corporation  currently has accrued postretirement health
care  benefits  for  most U.S. employees. The postretirement health care plan is
unfunded.
  POSTEMPLOYMENT.  The  Corporation  currently  accrues  for  postemployment
disability  benefits  to  employees  meeting specified service requirements. The
postemployment  benefits  plan  is  unfunded.
(H)  COMPREHENSIVE  INCOME. Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS130) establishes standards for reporting and
display of comprehensive income in the financial statements.  In fiscal 1999 the
Corporation  adopted  SFAS130  with a separate financial statement, consolidated
Statement  of  Comprehensive  Income,  which  identifies  the  components  of
comprehensive income separately. The accumulated currency translation adjustment
for  foreign  operations  and  adjustment  for  fair  value  on  holding
available-for-sale  securities  are shown separately on the Consolidated Balance
Sheet.  See  notes  #1  (i)  and  #1  (j).
(I)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS.  Statement of Financial Accounting
Standards  No.  107,  Disclosures  about  Fair  Value  of  Financial Instruments
(SFAS107)  requires  that reporting entities provide, to the extent practicable,
the  fair  value  of  financial  instruments,  both  assets and liabilities. The
carrying  amounts  for  the Corporation's financial instruments approximate fair
value  because  of  the  short  maturity  of  those  instruments.
     Interest  rate  swap agreements are employed by the Corporation to optimize
borrowing  costs  by  reducing  exposure  of possible future changes in interest
rates.  Net  receipts  or  payments  on  the  swap are accrued and recognized as
adjustments  to  interest  expense.  The estimated fair value of these financial
instruments  at  March  31, 2000 is $1,516 based on the quoted market price from
the  bank  holding  the  instruments.
(J)  FOREIGN  OPERATIONS. The assets and liabilities of foreign subsidiaries are
translated  into  U.S.  dollars  at year-end rates of exchange while revenue and
expense  accounts  are translated at weighted average rates in effect during the
periods.  Translation  of  the  financial  statements  resulted in a decrease in
equity  of  $449 in 2000, an increase in equity of $3,230 in 1999 and a decrease
in equity of $8,347 in 1998. Net gains on foreign currency transactions included
in the consolidated statements of earnings are $352, $385 and $465 in 2000, 1999
and  1998,  respectively.
(K)  REVENUE  RECOGNITION.  Sales  are  recorded  when  products  are shipped to
customers.  Commissions  and  royalties  are  recorded  when  earned
(L)  RESEARCH  AND  DEVELOPMENT.  Research  and  development  costs,  charged to
expenses  as incurred, were $22,548, $21,500 and $20,618 in 2000, 1999 and 1998,
respectively.
(M)  INCOME  TAXES.  The  provision  for income taxes includes Federal, foreign,
state  and  local  income  taxes currently payable and those deferred because of
temporary  differences  between  the financial statement and tax basis of assets
and  liabilities  and  net operating loss (NOL) carry-forwards. No provision for
deferred  income  taxes  is made with respect to equity adjustments from foreign
currency  translation  or  to  undistributed  earnings of subsidiaries which, in
management's opinion, will be permanently reinvested or repatriated at a minimal
tax  cost to the Corporation. Foreign tax credits are recorded as a reduction of
the  provision  for  Federal  income  taxes  in  the  year  realized.
(N)  STOCK-BASED  PLANS.  Effective  April  1,  1996 the Corporation adopted the
disclosure  requirements of Statement of Financial Accounting Standards No. 123,
Accounting  for  Stock Based Compensation (SFAS123). As permitted under SFAS123,
the  Corporation  continues  to  apply  the  recognition  provisions  of  APB25,
Accounting  for Stock Issued to Employees.  Accordingly, compensation expense is
measured as the difference between the fair value of the shares and the exercise
price  on  the  measurement date. Pro forma net income and per share amounts are
presented  in the Employee Stock Incentive Plans note as if the alternative fair
value  method  of  accounting  provided  for  under  SFAS123 had been applied to
options  granted  after  March  31,  1995.
(O)  COMMON  SHARE  DATA.  Statement  of Financial Accounting Standards No. 128,
Earnings  Per  Share  (SFAS128)  requires  the presentation of basic and diluted
earnings  per  share.  Comparative references to earnings per common share (EPS)
and  weighted  average  common  shares outstanding were restated to reflect this
presentation,  upon  adoption  of  SFAS128.  EPS  is  calculated  based upon net
earnings  available  for  common  shareholders  after  deduction  for  preferred
dividends.  The  computation  of  basic  EPS  is based upon the weighted average
number  of  common shares outstanding during the period. Diluted EPS is computed
based  upon  the  weighted  average number of common shares outstanding plus the
effect  of  all dilutive contingently issuable common shares from stock options,
stock  awards  and  warrants  that  were  outstanding  during  the  period.
     In  addition,  net earnings per common share, dividend amounts declared and
share  market  price  have  been  restated  to  give  retroactive  effect  to  a
three-for-one  stock  split  as  of  February  6,  1998.

<TABLE>
<CAPTION>

     The  following  table  reconciles  basic  weighted  average  common  shares
outstanding  to  diluted  weighted  average  common  shares  outstanding:


                                     2000        1999        1998
                                  ----------  ----------  ----------
<S>                               <C>         <C>         <C>
Basic                             31,155,756  31,140,774  30,675,556
Dilutive effect of stock options     272,342     279,170     506,913
Dilutive effect of warrants        1,001,352   1,001,352   1,001,352
                                  ----------  ----------  ----------
Diluted                           32,429,450  32,421,296  32,183,821

</TABLE>



(P)  RECENT  ACCOUNTING  STANDARDS.  In June, 1998, the FASB issued Statement of
Financial Accounting Standard No. 133, Accounting for Derivative Instruments and
Hedging  Activities  (SFAS133).  This  statement  establishes  accounting  and
reporting  standards  for  derivative  instruments  and  hedging  activities and
requires  reporting  entities  to  recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at  fair  value.  The  Corporation  is  currently  evaluating the impact of this
standard  which is effective beginning fiscal 2002 and is not expected to have a
material  effect  on  the  financial  statements.
(Q)  ACQUISITIONS. On December 29, 1999, the Corporation issued 6,999,968 shares
and share equivalents of its common stock in exchange for all outstanding shares
of  Polyfibron,  a  specialty  chemical  manufacturer  for  the  graphic  arts
industries.  This  business  combination  has  been  accounted  for  as  a
pooling-of-interests  combination  and,  accordingly, the consolidated financial
statements  for  the  periods  prior  to  the  combination have been restated to
include  the  accounts  and results of operations of Polyfibron.  The results of
operations  previously  reported  by  the  separate enterprises and the combined
amounts  presented in the accompanying consolidated financial statements for the
years  ended  March  31,  are  summarized  below:

<TABLE>
<CAPTION>

(In  thousands)


                         2000       1999      1998
                       ---------  --------  ---------
<S>                    <C>        <C>       <C>
Net Sales:
     MacDermid         $502,610   $382,648  $314,058
     Polyfibron         253,436   $227,956  $214,509
                       ---------  --------  ---------
     Combined          $756,046   $610,604  $528,567

Extraordinary Charge:
     MacDermid         $     --   $     --  $     --
     Polyfibron          (3,762)  $     --    (1,322)
                       ---------  --------  ---------
     Combined            (3,762)  $     --    (1,322)

Net Income (Loss):
     MacDermid         $ 35,541   $ 36,283  $ 30,488
     Polyfibron           9,817   $ 19,343      (730)
                       ---------  --------  ---------
     Combined          $ 45,358   $ 55,626  $ 29,758

</TABLE>



     In  December  1998  the Corporation closed its cash tender offer whereby it
acquired  approximately  95%  of  the outstanding shares of W. Canning, plc. The
Corporation  acquired  the  remaining  shares  through  a  statutory  compulsory
procedure  completed  February  5,  1999,  thereby  acquiring  the international
specialty  chemical company. Based in Birmingham, England, the business consists
principally  of  the  manufacture,  sale  and technical servicing of proprietary
products  including  surface  finishing, offshore fluids, sealants and adhesives
and  fuel  and  water  additives.  The  total  purchase  price  of approximately
$160,000,  including  closing  costs, included inventory, fixed assets, goodwill
(approximately  $87,000)  and  other intangibles (approximately $36,000) and was
accounted for as a purchase transaction. The goodwill is being amortized over 40
years  while  the  other separately identifiable intangibles are being amortized
over  periods  ranging between 6 and 40 years. The goodwill reflects adjustments
necessary  to  allocate  the  purchase  price  to  the  fair value of the assets
acquired,  liabilities assumed and additional purchase liabilities recorded. The
additional  liabilities recorded include approximately $9,000 for reorganization
costs  associated with planned eliminations of duplicate staffing and facilities
in  the  United  Kingdom,  France, Germany and the United States, and $2,000 for
environmental  costs (explained more fully in note #12, Contingencies). At March
31,  2000, liabilities of $2,713 for reorganization and $1,880 for environmental
remained  on  the  Consolidated  Balance  Sheet.

<TABLE>
<CAPTION>

     The  following  table  shows the detail of the acquisition reserves balance
included  in  other  accrued  liabilities  on the consolidated balance sheets at
March  31:
(In  thousands)


Description             1999    Additions    Paid    2000
---------------------  ------  -----------  ------  ------
<S>                    <C>     <C>          <C>     <C>
U.S. facilities        $3,550  $    1,035   $2,629  $1,956
Overseas facilities       650        (150)      73     427

U.S. redundancies         700         500      870     330
Overseas redundancies   1,350       2,600    3,950       0

U.S. environmental      2,000           0      120   1,880
                       ------  -----------  ------  ------
Total                  $8,250  $    3,985   $7,642  $4,593
                       ======  ===========  ======  ======
</TABLE>



1.SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(Q)  ACQUISITIONS  (continued)
     Consolidated  operating  results for fiscal 1999 include the results of the
Canning  business  from  December  2,  1998.  The  following unaudited pro forma
summary  of consolidated results is presented as if the acquisition had occurred
on April 1, 1998 after giving effect to certain pro forma adjustments, including
recognition  of  additional  interest  expense  on debt to acquire the business,
amortization  of  goodwill  and other intangibles, the effects of purchase price
allocations  and  related  tax  effects.

<TABLE>
<CAPTION>

(In  thousands,  except  per  share  amounts)
(unaudited)


                             1999      1998
                           --------  --------
<S>                        <C>       <C>
Net sales                  $702,936  $652,248
Net earnings                 56,035    31,213
Earnings per common share  $   1.73  $   0.97
</TABLE>



     The pro forma financial information is presented for informational purposes
only  and is not necessarily indicative of the results which would have occurred
if the acquisition had commenced at that date, nor are they indicative of future
results.

2.INVENTORIES
<TABLE>
<CAPTION>

The  major  components  of  inventory  at  March  31  were  as  follows:
(In  thousands)


                                  2000              1999
                            ----------------  ----------------
<S>                         <C>               <C>
Finished goods              $         65,338  $         54,477
Raw materials and supplies            50,264            49,975
                             ---------------   ---------------
                            $        115,602  $        104,452
                            ================  ================
</TABLE>



3.PROPERTY,PLANT  AND  EQUIPMENT
<TABLE>
<CAPTION>

The  major  components  of  property, plant and equipment (at cost) at March 31 were as
follows:
(In  thousands)


                                                        2000                 1999
                                                ---------------------  ----------------
<S>                                             <C>                    <C>
Land and improvements                           $              14,204  $         12,328
Buildings and improvements                                     86,087            78,104
Machinery, equipment and fixtures                             153,030           153,398
                                                ---------------------  ----------------
                                                              253,321           243,830
Less accumulated depreciation and amortization                 99,172            97,357
                                                 --------------------   ---------------
  Net property, plant and equipment             $             154,149  $        146,473
                                                ---------------------  ----------------

</TABLE>



4.NOTES  PAYABLE
Notes  payable  at  March 31, 2000 consisted of $4,561 of outstanding borrowings
under  available lines of credit aggregating approximately $61,000. The terms of
the  lines  of credit generally provide for interest rates at or below the prime
rate  on the date of borrowing domestically and, for foreign company borrowings,
rates  that  vary  with  base rates in each currency. The lines of credit can be
withdrawn  at any time at the option of the banks. The weighted average interest
rates on short-term borrowings outstanding were 5.0% and 3.8% at the end of 2000
and  1999,  respectively.

5.EMPLOYEE  BENEFIT  &  STOCK  OPTION  PLANS

PENSION,  POSTRETIREMENT  &  POSTEMPLOYMENT  BENEFITS

The Corporation has defined benefit pension, defined contribution profit sharing
and employee stock ownership plans for substantially all its domestic employees.
Aggregate  amounts  charged  to earnings for these plans were $3,175, $3,010 and
$2,726  in  2000,  1999  and  1998,  respectively.
PENSION. The domestic pension plan provides retirement benefits based upon years
of  service and compensation levels. Plan assets at fair value consist primarily
of  listed  stocks,  bonds  and  guaranteed  investment  contracts, and included
393,255  shares  of  the  Corporation's  common  stock  having a market value of
$10,421  and  $13,346  at March 31, 2000 and 1999, respectively. The Corporation
also has a retirement and death benefit plan covering employees located in Great
Britain.  As  of  April 6, 1997, this plan converted from a defined benefit to a
defined  contribution  basis  for  pensionable  service  after  that  date.  The
obligation  has  been recognized for past service benefits which continue on the
defined  benefit  basis.  The  Corporation's other foreign subsidiaries maintain
benefit  plans  that  are  consistent  with  statutory  practices  and  are  not
significant.

POSTRETIREMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit
postretirement  medical  and  dental  plan  (unfunded)  that  covers  all of its
domestic full-time employees, hired prior to April 1, 1997, who retire after age
55  with  at  least 10 to 20 years of service (depending upon the date of hire).
Employees retiring after March 31, 1998 are required to contribute the full cost
of the plan until they reach age 65. At age 65 the Corporation will contribute a
portion  of  the cost. The Corporation's subsidy level is subject to a cap which
increases 3% each year. Retirees will be required to contribute the plan cost in
excess  of  the  cap  in  addition  to  other  required  contributions.
     The  projected  benefit obligation for the postretirement plan at March 31,
2000 comprised 26% retirees, 3% fully eligible active participants and 71% other
active  participants.  The  annual  increase  in  cost is 3% for post-retirement
medical  benefits  (no  assumed  rate increase for dental benefits since it is a
scheduled  plan)  since  the Corporation's contributions are at the defined cap.
The medical cost trend rate assumption has no effect on the amounts reported due
to  the  cap  on  contributions  paid  by  the  Corporation.

POSTEMPLOYMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit
postemployment  compensation  continuation plan that covers all of its full time
domestic employees. Employees who have completed at least six months of service,
become  permanently  disabled  and  are unable to return to work are eligible to
receive  a  benefit  under  the  plan.  The benefit may range from one week to a
maximum  of  six  months  of  compensation.  The  estimated  ongoing  additional
after-tax  annual  cost  is  not  material.

<TABLE>
<CAPTION>

The  following  table  sets  forth  the  components  of  the pension and postretirement benefit plans with respect to the
Consolidated  Balance  Sheets  for  the  years  ended  March  31:
(in  thousands)


<S>                                                     <C>                 <C>            <C>             <C>
                                                        PENSION BENEFITS
                                                        ------------------
                                                                     2000                           1999
                                                        ------------------                 --------------
                                                        DOMESTIC            FOREIGN        Domestic        Foreign
                                                        ------------------  -------------  --------------  --------------
Reconciliation of Projected Benefit Obligation:
Projected benefit obligation at beginning of year       $          35,226   $     43,764   $      31,104   $           0
Service cost (benefits earned during the period)                    1,812            922           1,477             211
Interest cost on the projected benefit obligation                   2,341          2,596           2,155             836
Liability increase due to acquisition                                   0              0              94          43,942
Actuarial (gain)/loss excluding assumption change                      (9)             0             100             987
Actuarial (gain)/loss due to assumption change                     (5,106)             0           1,320               0
Benefits paid                                                      (1,147)        (2,058)         (1,024)           (656)
Translation difference                                                  0         (1,330)              0          (1,556)
                                                             ------------    -----------    ------------    ------------
Projected benefit obligation at end of year                        33,117         43,894          35,226          43,764
                                                             ------------    -----------    ------------    ------------
Reconciliation of Fair Value of Plan Assets:
Fair value of plan assets at beginning of year                     41,743         46,695          36,210               0
Actual return on plan assets (net of expenses)                       (535)           (48)          4,848             865
Acquisition                                                             0              0               0          48,061
Employer contribution                                                   0            288           1,709              90
Plan participants contribution                                          0            161               0              60
Benefits paid                                                      (1,147)        (2,058)         (1,024)           (655)
Translation difference                                                  0           (852)              0          (1,726)
                                                             ------------    -----------    ------------    ------------
Fair value of plan assets at end of year                           40,061         44,186          41,743          46,695
                                                             ------------    -----------    ------------    ------------

Funded Status:
Funded status                                                       6,944            292           6,517           2,931
Unrecognized net actuarial (gain)/loss                             (5,690)         3,039          (4,793)         (1,052)
Unamortized prior service cost                                        211              0             269               0
Unrecognized transition obligation (asset)/obligation                (229)             0            (458)              0
                                                             ------------    -----------    ------------    ------------
Prepaid/(accrued) benefit cost                          $           1,236   $      3,331   $       1,535   $       1,879
                                                             ------------    -----------    ------------    ------------
                                                             ------------    -----------    ------------    ------------

Weighted Average Assumptions:
Discount rate                                                        7.75%           8.0%           6.75%            6.0%
Rate of compensation increase                                         5.0%           4.5%            5.0%            6.0%
Long-term rate of return on assets                                    9.0%           8.0%            9.0%            8.0%
Annual increase in cost of medical benefits             N/A                 N/A            N/A             N/A



<S>                                                     <C>                         <C>
                                                        Post Retirement Benefits
                                                        --------------------------
                                                                             2000           1999
                                                        --------------------------  -------------
                                                        DOMESTIC                    Foreign
                                                        --------------------------  -------------
Reconciliation of Projected Benefit Obligation:
Projected benefit obligation at beginning of year       $                   4,448   $      4,218
Service cost (benefits earned during the period)                               84             83
Interest cost on the projected benefit obligation                             286            296
Liability increase due to acquisition                                           0              0
Actuarial (gain)/loss excluding assumption change                              96            291
Actuarial (gain)/loss due to assumption change                               (433)             0
Benefits paid                                                                (515)          (440)
Translation difference                                                          0              0
                                                                     ------------    -----------
Projected benefit obligation at end of year                                 3,966          4,448
                                                                     ------------    -----------
Reconciliation of Fair Value of Plan Assets:
Fair value of plan assets at beginning of year                                  0              0
Actual return on plan assets (net of expenses)                                  0              0
Acquisition                                                                     0              0
Employer contribution                                                         515            440
Plan participants contribution                                                  0              0
Benefits paid                                                                (515)          (440)
Translation difference                                                          0              0
                                                                     ------------    -----------
Fair value of plan assets at end of year                                        0              0
                                                                     ------------    -----------

Funded Status:
Funded status                                                              (3,966)        (4,448)
Unrecognized net actuarial (gain)/loss                                        231            578
Unamortized prior service cost                                                  0              0
Unrecognized transition obligation (asset)/obligation                           0              0
                                                                     ------------    -----------
Prepaid/(accrued) benefit cost                          $                  (3,735)  $     (3,870)
                                                                     ------------    -----------
                                                                     ------------    -----------

Weighted Average Assumptions:
Discount rate                                                                7.75%          6.75%
Rate of compensation increase                           N/A                         N/A
Long-term rate of return on assets                      N/A                         N/A
Annual increase in cost of medical benefits                                   3.0%           3.0%

</TABLE>



<TABLE>
<CAPTION>

The  following  table sets forth the components of the pension and postretirement benefit plans with respect to the Consolidated
Statements  of  Earnings  for  the  years  ended  March  31:
(in  thousands)


                                                                      PENSION BENEFITS
                                                                     ------------------
                                        2000             1999               1998              2000            1999        1998
                                   --------------  ----------------  ------------------  --------------  --------------  -------
                                      DOMESTIC         FOREIGN            Domestic          Foreign         Domestic     Foreign
                                   --------------  ----------------  ------------------  --------------  --------------  -------
<S>                                <C>             <C>               <C>                 <C>             <C>             <C>
Net Periodic Benefit Expense:
Service cost (benefits earned
during the period)                 $       1,812   $           761   $           1,477   $         211   $       1,286   N/A
Interest cost on the projected
benefit obligation                         2,341             2,596               2,155             836           1,959   N/A
Expected return on plan assets            (3,700)           (3,735)             (3,256)         (1,080)         (2,145)  N/A
Amortization of prior service
cost                                          58                 0                  58               0              50   N/A
Amortization of transition
obligation                                  (229)             (496)               (229)           (168)           (229)  N/A
Recognized actuarial (gain)/loss             (47)              172                 (87)             15              19   N/A
                                    ------------    --------------        ------------    ------------    ------------

Net periodic benefit cost          $         235   $          (702)  $             118   $        (186)  $        (940)  N/A
                                    ------------    --------------        ------------    ------------    ------------
                                    ------------    --------------        ------------    ------------    ------------


                                                 POST RETIREMENT BENEFITS
                                                 -------------------------
                                        2000             1999               1998
                                   --------------  ----------------  ------------------
                                     DOMESTIC            Domestic             Domestic
                                   ------------  -------------------------  ------------
<S>                                <C>           <C>                        <C>
Net Periodic Benefit Expense:
Service cost (benefits earned
during the period)                 $         84  $                      83  $         64
Interest cost on the projected
benefit obligation                          286                        296           292
Expected return on plan assets                0                          0             0
Amortization of prior service
cost                                         10                          0             0
Amortization of transition
obligation                                    0                          0             0
Recognized actuarial (gain)/loss              0                          0             0
                                    -----------               ------------   -----------

Net periodic benefit cost          $        380  $                     379  $        356
                                    -----------               ------------   -----------
                                    -----------               ------------   -----------
</TABLE>




EMPLOYEE  STOCK  INCENTIVE  PLANS
1992  PLAN:  In 1993, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1992 (the 1992 plan), for the issuance of up to
2,700,000  shares  under  which  certain  employees  have  been  granted options
totaling  2,545,565.  Options  granted  under  the  1992  plan  generally  are
exercisable,  at  a  price  equal to two-thirds of the market price at the grant
date,  during  a four-year period beginning with the grant date. The options are
exercisable  into  restricted  shares  of  common  stock which cannot be sold or
transferred, except back to the Corporation at cost, during the four-year period
commencing  with  the  exercise  date.
     Compensation  expense,  which  is  equal to the difference between the fair
market  value  on  the  date of an option grant and the exercise price of shares
which  may  be purchased thereunder, is amortized over a six-year period. During
2000,  1999  and 1998, compensation expense relating to this plan was $22, $317,
and  $526,  respectively.
1995  PLAN:  In  1996,  the Corporation adopted a non-qualified equity incentive
plan,  approved  by  the  shareholders  in  July  1995  (the 1995 plan), for the
issuance of up to 900,000 shares under which certain employees have been granted
restricted  shares  totaling 472,947, having market prices of $4 3/4 to $38 5/16
on the dates of grant. All shares of restricted stock issued under the 1995 plan
must  be held and cannot be sold or transferred, except to the Corporation for a
period  of  four  years  from the date of the award. During 2000, 1999 and 1998,
compensation  expense  relating  to  this  plan  was  $831,  $1,311  and $1,273,
respectively.
1998  PLAN:  In 1999, the Corporation adopted a non-qualified stock option plan,
approved by shareholders in July 1999 (the 1998 plan), for the issuance of up to
1,500,000  shares  under  which  certain  employees  have  been  granted options
totaling 741,650. Options granted under the 1998 plan generally are exercisable,
at  a price equal to a one-third premium over market price at the date of grant,
during  a  ten-year  period  beginning  with  the  grant  date.  The options are
exercisable  into  unrestricted  shares  of  common  stock,  except as otherwise
provided,  under  the  terms  of  the  plan,  at  the  time  of  grant.
     Options  issued  under  the  Corporation's  stock  incentive  plans  and
outstanding at March 31, 2000 have exercise prices ranging from $1.79 to $55.50,
expiring  periodically through fiscal 2009, summarized in the following table as
of  March  31:
<TABLE>
<CAPTION>



                                    NUMBER     WEIGHTED-AVERAGE
                                  OF OPTIONS    EXERCISE PRICE
                                  -----------  -----------------
<S>                               <C>          <C>
Outstanding March 31, 1997         1,327,368   $            2.04
1998 activity:
   Granted                                 0                   -
   Exercised                        (787,368)  $            2.15
   Forfeited                               0                   -
   Outstanding at March 31, 1998     540,000   $            1.89
   Exercisable at March 31, 1998     540,000   $            1.89

1999 activity:
   Granted                            12,065   $           21.81
   Exercised                         (90,000)  $            1.79
   Forfeited                               0                   -
   Outstanding at March 31, 1999     462,065   $            2.42
   Exercisable at March 31, 1999     462,065   $            2.42

2000 ACTIVITY:
   GRANTED                           741,650   $           47.44
   EXERCISED                               0                   -
   FORFEITED                               0                   -
   OUTSTANDING AT MARCH 31, 2000   1,203,715   $           30.16
   EXERCISABLE AT MARCH 31, 2000   1,203,715   $           30.16

</TABLE>




<TABLE>
<CAPTION>

The following table summarizes information about fixed stock options outstanding
and  exercisable  at  March  31,  2000:


EXERCISE         NUMBER     WEIGHTED-AVERAGE  WEIGHTED-AVERAGE
PRICES         OUTSTANDING   REMAINING LIFE    EXERCISE PRICE
-------------  -----------  ----------------  -----------------
<S>            <C>          <C>               <C>
1.79-$2.00        450,000         1.1 years  $            1.90
21.81              12,065         2.1 years  $           21.81
45.00-$55.50      741,650         9.1 years  $           47.44
               -----------  ----------------  -----------------
                 1,203,715         6.0 years  $           30.16

</TABLE>



Had the Corporation used the fair value-based method of accounting for its stock
option  plans  (beginning in 1996) and charged compensation cost against income,
over a period consistent with the terms of the grant, based on the fair value at
the date of grant, net earnings and net earnings per common share for 2000, 1999
and  1998  would  have  been  reduced  to  the  following  pro  forma  amounts:

<TABLE>
<CAPTION>

(In  thousands,  except  per  share  amounts)


                                    2000     1999     1998
                                   -------  -------  -------
<S>                                <C>      <C>      <C>
Net earnings available for common
  shareholders
   As reported                     $45,358  $55,626  $29,758
   Pro forma                       $40,377  $55,600  $29,709

Net earnings per common share
  Basic
   As reported                     $  1.46  $  1.79  $  0.97
   Pro forma                       $  1.30  $  1.79  $  0.97
Diluted
   As reported                     $  1.40  $  1.72  $  0.92
   Pro forma                       $  1.25  $  1.71  $  0.92

</TABLE>



The  pro  forma  information above includes stock options granted since April 1,
1995.  Effects  of  applying  FAS  123,  using  the  fair  value-based method of
accounting,  is not representative of the pro forma effect on earnings in future
years because it does not take into consideration pro forma compensation expense
related  to  stock  options  granted  prior  to  1996.
     The  weighted-average grant-date fair value of options for those granted in
2000  was  $14.51  and  for  those  granted  in  1999 was $7.12 as determined by
utilizing  the  Black-Scholes  option-pricing  model  and  the  following  key
assumptions:

<TABLE>
<CAPTION>



                           2000       1999    1998
                         ---------  --------  ----
<S>                      <C>        <C>       <C>
Risk-free interest rate      6.21%     5.15%  N/A
Expected option life     10 YEARS   6 years   N/A
Expected volatility          33.3%     46.3%  N/A
Dividend yield                0.3%      0.2%  N/A

</TABLE>



6.INCOME  TAXES
Income  tax  expense  attributable to income from operations for the years ended
March  31  consisted  of:
<TABLE>
<CAPTION>

(In  thousands)


                 CURRENT    DEFERRED    TOTAL
                 --------  ----------  -------
<S>              <C>       <C>         <C>
                                2000
                           ----------
U.S. Federal     $ 14,969  $  (4,100)  $10,869
State and local     2,078       (883)    1,195
Foreign            14,879        989    15,868
                 --------  ----------  -------
        Totals   $ 31,926  $  (3,994)  $27,932
                 ========  ==========  =======
                                1999
                           ----------
U.S. Federal     $ 15,294  $  (1,958)  $13,336
State and local     2,974       (262)    2,712
Foreign            10,961        832    11,793
                 --------  ----------  -------
        Totals   $ 29,229  $  (1,388)  $27,841
                 ========  ==========  =======
                                1998
                           ----------
U.S. Federal     $ 17,220  $    (517)  $16,703
State and local     2,678        294     2,972
Foreign             7,651        594     8,245
                 --------  ----------  -------
        Totals   $ 27,549  $     371   $27,920
                 ========  ==========  =======
</TABLE>



<TABLE>
<CAPTION>

Income  tax  expense  differed  from  the  amounts  computed  by
applying  the  U.S.  Federal  statutory  tax  rates  to  pretax  income  from
operations  for  the  years  ended  March  31  as  a  result  of  the  following:
(In  thousands)


                                         2000                  1999                  1998
                                 --------------------  --------------------  --------------------
<S>                              <C>                   <C>                   <C>
U.S. Federal statutory tax rate                   35%                   35%                   35%
                                 ====================  ====================  ====================
Taxes computed at U.S.
   statutory rate                $            26,970   $            29,115   $            20,898
State income taxes, net of
   Federal benefit                               777                 1,762                 1,932
Foreign tax rate differential                 (1,368)                  106                (1,149)
Acquisition costs                              1,043                    --                    --
Reduction of valuation reserve                    --                (1,107)                   --
R&D write-off                                     --                    --                 3,976
Other, net                                       510                (2,035)                2,263
                                  ------------------    ------------------    ------------------
   Actual income taxes           $            27,932   $            27,841   $            27,920
                                 ====================  ====================  ====================
Effective tax rate                              36.3%                 33.4%                 47.1%
                                 ====================  ====================  ====================

</TABLE>



     Earnings  before income taxes included foreign earnings of $56,283, $31,907
and  $25,476  for  2000,  1999  and  1998,  respectively.
     The  Corporation  has  not  recognized  a  deferred  tax  liability for the
undistributed  earnings  of  foreign  subsidiaries  that arose in 2000 and prior
years  because  the  Corporation does not expect to repatriate those earnings in
the  foreseeable  future.  A  deferred tax liability will be recognized when the
Corporation  expects  that  it  will  recover  those  earnings  in  a  taxable
transaction,  such  as through receipt of dividends, net of foreign tax credits,
or  sale  of the investment. At March, 2000, the undistributed earnings of those
subsidiaries  were  approximately $133,149.  A determination of the deferred tax
liability  relating to the undistributed earnings of foreign subsidiaries is not
practical.

<TABLE>
<CAPTION>

     The  tax  effects  of temporary differences that give rise to significant portions of
the  deferred  tax  assets  and  liabilities  at  March  31  are:
(In  thousands)


                                                     2000                    1999
                                            ----------------------  ----------------------
<S>                                         <C>                     <C>
Deferred tax assets:
  Accounts receivable, primarily due to
   allowance for doubtful accounts          $               1,675   $                 998
  Inventories                                               3,747                   3,955
  Accrued liabilities                                       2,859                   2,342
  Acquisition accrued liabilities                           6,446                   7,488
  Employee benefits                                         4,567                   5,215
  Foreign tax credits                                       1,896                      --
  Foreign losses                                            6,219                      --
  Other                                                     8,347                   4,397
                                            ----------------------  ----------------------
     Total gross assets                                    35,756                  24,395
     Valuation reserve                                     (6,218)                     --
        Total gross deferred tax assets                    29,538                  24,395
Deferred tax liabilities:
  Plant and equipment, primarily due to
   depreciation.                                            2,172                  10,509
  Purchase accounting                                      13,622                   5,941
  Other                                                     7,655                   7,950
                                             --------------------    --------------------
     Total gross deferred tax liabilities                  23,449                  24,400
                                             --------------------    --------------------
        Net deferred asset/(liability)      $               6,089   $                  (5)
                                            ======================  ======================

</TABLE>



     During  fiscal  2000,  1999  and  1998 the lapse of restrictions upon stock
exercised  under  the  stock option and award plans resulted in a tax benefit of
$3,917,  $3,579  and  $3,621,  respectively, which were recorded as increases to
additional  paid-in  capital.  The  Corporation  has  state  NOL's of $1,015 and
foreign  NOL's  of  $13,876  available  for  utilization  in  the  future.  The
carry-forward  life  of  these  range  from  5  years  to  unlimited.

7.VALUATION  AND  QUALIFYING  ACCOUNTS  AND  RESERVES
The  major  components  of  the  allowance  for  doubtful  receivables
at  March  31  were  as  follows:

<TABLE>
<CAPTION>

(In  thousands)


                    ADDI-      ADDI-             BALANCE
       BALANCE      TIONS      TIONS                AT
          AT       CHARGED    DUE TO               END
      BEGINNING      TO      ACQUISI-   DEDUC-      OF
      OF PERIOD   EARNINGS     TIONS    TIONS*    PERIOD
      ----------  ---------  ---------  -------  --------
<S>   <C>         <C>        <C>        <C>      <C>
2000  $   10,217  $   2,473         --  $ 2,149  $ 10,541
      ==========  =========  =========  =======  ========
1999  $    6,756  $   1,507  $   2,820  $   866  $ 10,217
1998  $    6,280  $     965         --  $   489  $  6,756
      ==========  =========  =========  =======  ========

<FN>

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




8.LONG-TERM  OBLIGATIONS
Long-term  obligations  at  March  31  consisted  of  the  following:

<TABLE>
<CAPTION>

(In  thousands)


                                                2000      1999
                                              --------  --------
<S>                                           <C>       <C>
Term loan, unsecured, variable
  interest (7.53% at March 31, 2000) due in
   quarterly installments to 2005             $166,970  $187,000
Acquisition facility, unsecured, variable
  interest (7.47% at March 31, 2000) due
   in quarterly installments to 2005            62,379    70,619
Debenture, 3.5% interest due in quarterly
  installments to 2004                             143       151
Term loan, unsecured, variable interest
  (7.53% at March 31, 2000) due to
   quarterly installments to 2005              111,864        --
Revolving loan, unsecured, variable
  interest due in 2005
     4.87% at March 31, 2000                    51,596        --
     5.07% at March 31, 2000                     7,604        --

<PAGE>

Term loan, collaterized, variable interest
  due in quarterly installments to 2002
     7.0% at March 31, 1999                         --    23,143
     5.1% at March 31, 1999                         --     7,410
     2.2% at March 31, 1999                         --     3,719
Term loan, collaterized, variable interest
  (7.5% at March 31, 1999) due to
   quarterly installments to 2004                   --    34,591
Revolving loan, collaterized, variable
  interest (8.8% at March 31, 1999) due
   to quarterly installments to 2004                --    13,469
Senior subordinated note, unsecured, 13%
  interest at March 31, 1999 due in 2005            --    40,000
PIK subordinated note, unsecured, 10%
  interest at March 31, 1999 due in 2007            --    24,014
Capitalized lease obligations                    1,974     1,538
Other, due in varying amounts to 2005            4,167       727
                                              --------  --------
Total long-term obligations                    406,697   406,381
Less current portion                            46,349    38,279
                                              --------  --------
Long-term portion                             $360,348  $368,102
                                              ========  ========

</TABLE>



<TABLE>
<CAPTION>

 Minimum  future  principal  payments  on  long-term  obligations
subsequent  to  March  31,  2000  are  as  follows:
(In  thousands)


<S>         <C>
2001        $ 46,349
2002          64,435
2003          84,822
2004          86,466
2005         124,155
Thereafter       470
            --------
Total       $406,697
            ========

</TABLE>



The term loans, acquisition facility and revolving credit facility bear interest
at  a  variable  rate  which  is  based  on a ratio of the Corporation's debt to
earnings  before certain expenses. The rates were set on March 31, 2000 at 1.25%
above  the London interbank market rate; U.S. LIBOR which was 6.28% for the U.S.
dollar term loans, U.K. LIBOR which was 6.22% for the pound sterling acquisition
facility  and  EUROBOR which was 3.82% and 3.62% for the Italian Lira and French
Franc  borrowings,  respectively.  The  European borrowings are payable in Euros
under  the  revolving  credit facility. At March 31, 2000 the effective interest
rate  was  7.53%  for  the  U.S.  dollar term loan, 7.47% for the pound sterling
acquisition facility and was between 4.87% and 5.07% for the Euro revolving loan
facility.  Under  these  loans,  the  most  restrictive  covenants  provide that
earnings  before  interest  and  taxes  as  a  ratio to interest expense must be
greater  than 2.5 to 1; consolidated net worth must be at least $154,785 and the
total  debt  must  not  exceed  400%  of  net  worth.
     The  $125,000  committed  revolving  credit  facility expires in 2005.  The
Corporation can borrow in foreign currencies and U. S. dollars on this facility.
Commitment fees under the revolving credit lines are variable, ranging from 37.5
to  150  basis  points  on  the  unused  balance.
     The  Corporation  has  entered  into  interest rate swap agreements for the
purpose  of  reducing  its exposure to possible future changes in interest rates
applicable  to the term and revolving loans. Pursuant to the terms of certain of
the  agreements,  the  notional  amounts  of pound sterling 38,571 ($60,992) and
$48,571 are reduced in accordance with applicable schedules until the expiration
dates,  December  31,  2001  and June 29, 2001, respectively. The pound sterling
swap  compares a fixed rate of 5.418% to the U.K. LIBOR rate every 3 months as a
basis  for  payment or receipt of the rate differential and the U.S. dollar swap
compares  a  fixed  rate of 5.63% to the U.S. LIBOR rate every three months as a
basis  for  payment  or receipt of the rate differential, as applied to the then
covered  notional amount for each. Pursuant to the terms of certain other of the
agreements,  the notional amounts of Euro 6,817 ($6,518) and Euro 7,747 ($7,407)
expire  June  30,  2004  and  June  30,  2005, respectively. The Euro rate swaps
compare  a  fixed  rate  of  4.88% and 4.90%, respectively, to the EUROBOR every
three  months  as  a  basis  for  payment or receipt of the rate differential as
applied  to  the  notional  amount  for  each.

9.SEGMENT  REPORTING

The  Corporation  provides  development, manufacture and technical service for a
large  variety  of  specialty  chemical  processes  and related equipment in two
reportable operating segments: Advanced Surface Finishes and Graphic Arts. These
two  segments  under  which  the  Corporation  operates on a worldwide basis are
managed  separately  as each segment has differences in technology and marketing
strategies.  The  chemicals supplied by Advanced Surface Finishes are used for a
broad  range  of  purposes including finishing metals and non metallic surfaces,
electro-plating metal surfaces, etching, imaging, metallization, offshore fluids
and  cleaning.  The  chemicals  supplied  by  Graphic  Arts are used for diverse
purposes  including  offset  blankets,  printing  plates,  textile  blankets and
rubber-based  covers  for  industrial  rollers  used  in  the printing industry.
     The  business  segments  reported below are the segments of the Corporation
for  which  separate  financial information is available and for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of the business segments are the same as
those  described  in  the  summary  of  significant accounting policies, Note 1.
     Net  sales  for  all of the Corporation's products fall into one of the two
business  segments.  The  business segment results of operations include certain
operating  costs  which  are allocated based on the relative burden each segment
bears on those costs. Operating income amounts are evaluated before amortization
of  intangible  assets  and  non-recurring  charges.  The  business  segment
identifiable  assets  which  follow  are reconciled to total consolidated assets
using  a  corporate-wide  line  item,  which  consists primarily of deferred tax
assets,  equity  method  investments  and  certain  other  long  term assets not
associated  with  support  of  the  operations.

<TABLE>
<CAPTION>

Worldwide  operations  are  summarized  by  business  segment  in  the following
tables:


                                        2000       1999       1998
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
NET SALES TO UNAFFILIATED CUSTOMERS:
Graphic Arts                          $291,425   $264,577   $253,769
Advanced Surface Finishes              464,621    346,027    274,798
                                      ---------  ---------  ---------
Consolidated Net Sales                $756,046   $610,604   $528,567
                                      =========  =========  =========
OPERATING PROFIT:
Graphic Arts                          $ 58,143   $ 59,818   $ 54,624
Advanced Surface Finishes               76,067     58,930     48,155
                                      ---------  ---------  ---------
                                       134,210    118,748    102,779
Amortization of Intangibles            (17,563)   (12,330)    (9,999)
Merger Costs                            (7,617)         0          0
Purchased R&D                                0          0    (10,495)
                                      ---------  ---------  ---------
Consolidated Operating Profit         $109,030   $106,418   $ 82,285
                                      =========  =========  =========
AMORTIZATION:
Graphic Arts                          $  7,030   $  6,445   $  6,598
Advanced Surface Finishes               10,533      5,885      3,401
                                      ---------  ---------  ---------
Consolidated Amortization             $ 17,563   $ 12,330   $  9,999
                                      =========  =========  =========
DEPRECIATION:
Graphic Arts                          $  9,815   $  8,375   $  7,937
Advanced Surface Finishes                9,026      6,059      4,870
Corporate-wide                              54         88         85
                                      ---------  ---------  ---------
Consolidated Depreciation             $ 18,895   $ 14,522   $ 12,892
                                      =========  =========  =========
CAPITAL EXPENDITURES:
Graphic Arts                          $ 11,826   $ 15,286   $  6,509
Advanced Surface Finishes               10,108      4,750      7,649
Corporate-wide                           2,105          0          0
                                      ---------  ---------  ---------
Consolidated Capital Spending.        $ 24,039   $ 20,036   $ 14,158
                                      =========  =========  =========
IDENTIFIABLE ASSETS:
Graphic Arts                          $314,215   $321,553   $290,948
Advanced Surface Finishes              453,714    392,065    190,312
Corporate-wide                          22,563     23,671     16,935
                                      ---------  ---------  ---------
Consolidated Assets                   $790,492   $737,289   $498,195
                                      =========  =========  =========

</TABLE>



<TABLE>
<CAPTION>

Worldwide  operations  are  summarized  by  geographic  region  in  the following table as determined by the
customer  location:

(In  thousands)


                                     UNITED STATES   OTHER AMERICAS    EUROPE   ASIA PACIFIC   CONSOLIDATED
                                     --------------  ---------------  --------  -------------  -------------
<S>                                  <C>             <C>              <C>       <C>            <C>
2000
-----------------------------------
Net sales to unaffiliated customers  $      359,746  $        28,687  $246,300  $     121,313  $     756,046
Operating profit                             53,780            7,804    27,736         19,710        109,030
Identifiable assets                         337,332           13,592   365,363         74,205        790,492
1999
-----------------------------------
Net sales to unaffiliated customers  $      342,721  $        22,946  $156,383  $      88,554  $     610,604
Operating profit                             71,319            6,207    17,396         11,496        106,418
Identifiable assets                         377,830            5,830   292,255         61,374        737,289
1998
-----------------------------------
Net sales to unaffiliated customers  $      307,372  $        22,513  $107,513  $      91,169  $     528,567
Operating profit                             50,792            6,388    13,033         12,072         82,285
Identifiable assets                         344,346            4,060   100,001         49,788        498,195

</TABLE>




10.SHAREHOLDERS  'EQUITY
The  Corporation's Restated Certificate of Incorporation provides for 75 million
authorized  common  shares.
     During  fiscal 1998 the Board of Directors authorized a three-for-one stock
split.  The  shares  were  distributed on April 1, 1998. As a result, $7,852 was
transferred  from  additional  paid  in  capital  and  $18,325  transferred from
retained  earnings  to  the  common  stock  account.
     Common  shares  issued  are  summarized in the following table at March 31:

<TABLE>
<CAPTION>



                                             SHARES
                                           ----------
                                  2000        1999        1998
                               ----------  ----------  ----------
<S>                            <C>         <C>         <C>
COMMON STOCK:
Balance - beginning of year    45,411,775  45,264,104  44,399,633
Shares issued - stock options          --      90,000     787,368
Shares issued - stock awards          550      57,671      77,103
                               ----------  ----------  ----------
Balance - end of year          45,412,325  45,411,775  45,264,104
                               ==========  ==========  ==========
</TABLE>



     As  of  March  31,  2000,  there  are 1,001,352 shares of the Corporation's
common  stock  which  are  issuable  upon  exercise of warrants held by Citicorp
Mezzanine  Partners,  L.P.  Under  terms  of  the  warrants  Citicorp  Mezzanine
Partners,  L.P.  may  purchase  the  common  shares  at  an  exercise  price  of
approximately $.001 per share, at any time between December 29,1999 and December
29,  2004,  inclusive.  On  July 22, 1998, the Board of Directors authorized the
purchase  of  up  to  1,000,000  shares  of  the  Corporation's common stock. On
November 16, 1999, the Board of Directors reduced this authorization to 200,000,
to  be  acquired  through  open  market  purchases  or  privately  negotiated
transactions  from time to time. Any future repurchases under this authorization
will  depend  on  various factors, including the market price of the shares, the
Corporation's  business  and  financial position and general economic and market
conditions.  Additional  shares  acquired pursuant to such authorization will be
held  in the Corporation's treasury and will be available for the Corporation to
issue  without  further shareholder action (except as required by applicable law
or  the  rules  of any securities exchange on which the shares are then listed).
Such  shares may be used for various Corporate purposes, including contributions
under  existing  or  future  employee  benefit  plans,  the acquisition of other
businesses  and the distribution of stock dividends. Common stock repurchases of
98,234 shares in 1999, at prices ranging from $32 1/4 to $41 1/8 per share, were
completed  pursuant  to  board  authorizations.  At  March 31, 2000, there was a
balance  of  such  outstanding  authorizations  totaling  184,120  shares.

11.LEASE  COMMITMENTS
The  Corporation  leases  certain  warehouse space, transportation, computer and
other  equipment  which  expire  at various dates through 2007. In addition, the
Corporation  has  leased  equipment  at customers which are generally subject to
sublease  agreements.  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 amounted
to  $9,044,  $7,993,  and  $7,131 in 2000, 1999 and 1998, respectively, of which
$1,372,  $1,296,  and  $1,169,  respectively,  were  contingent  rentals.
     Minimum  lease  commitments  under  operating  leases  for the fiscal years
subsequent  to  March  31,  2000  are  as  follows:

<TABLE>
<CAPTION>

(In  thousands)


            COMMITMENTS   SUBLEASE   NET COMMITMENTS

<S>         <C>           <C>        <C>
2001        $      7,952  $   2,397  $          5,555
2002               4,656      1,412             3,244
2003               3,524        368             3,156
2004               1,108        167               941
2005                 301         --               301
Thereafter           186         --               186
            ------------  ---------  ----------------
   Total    $     17,727  $   4,344  $         13,383
            ============  =========  ================
</TABLE>



12.CONTINGENCIES
(A)  ENVIRONMENTAL.  The Corporation has been named as a potentially responsible
party  (PRP) by the Environmental Protection Agency in connection with two waste
sites.  There  are  many other companies involved at each of these sites and the
Corporation's  participation  is  minor.  The  Corporation has recorded its best
estimate  of  liabilities in connection with site clean-up based upon the extent
of  its  involvement, the number of PRPs and estimates of the total costs of the
site  clean-up.  Though  it  is  difficult  to  predict  the final costs of site
remediation,  management believes that the recorded liabilities of $200 at March
31, 2000 and 1999 are reasonable estimates of probable liability and that future
cash outlays are unlikely to be material to its consolidated financial position,
results  of  operations  or  cash  flows.
     The  Corporation  has established an environmental remediation reserve with
respect  to  its December 1998 acquisition of Canning. A substantial majority of
that reserve is attributable to two U.S. sites of a Canning U.S. subsidiary that
are  believed  to  require  environmental  remediation  activities. The reserves
established  by  the  Corporation  were  based  upon  phase  I  and  phase  II
environmental  investigations  of those sites and remediation estimates produced
by  remediation contractors, which estimates indicated that the reasonable range
of  the  Corporation's  gross  liability  is  $2,000  to $11,500. Based upon the
Corporation's  experience  and  the  facts  known  to it, as of the date of this
filing  the  Corporation  expects that its gross liability for those two Canning
sites  will  not  exceed  $4,500.  The  Corporation  believes  that  its Canning
subsidiary  clearly  is  entitled under Canning's acquisition agreement relating
those  sites  to  withhold  a  deferred  purchase price payment of approximately
$2,300,  which  will  be applied to reduce its net liability for those sites. To
the  extent  the  Corporation's  liabilities exceed $2,300 it may be entitled to
additional  indemnification  payments from the previous two largest shareholders
of  the  prior owner of the two sites. Such recovery is substantially uncertain,
however,  and  would likely involve significant litigation expense. As a result,
the  Corporation has recorded a net liability of $2,000. The foregoing estimates
of  potential  gross and net liabilities and recoveries have not been discounted
to reflect the time value of money. The Corporation expects that the liabilities
pertaining  to  the  two  Canning  sites  will be incurred within the next three
years;  the  Corporation  will recognize the recovery from the deferred purchase
price  payment  contemporaneously  with  its  payment of the underlying expense.
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand jury in Connecticut requesting certain documents. The Corporation
was  subsequently  informed  that  it  is  a  subject  of  the  grand  jury's
investigation.  The  subpoena  requested  information  relating to an accidental
spill  from the Corporation's Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in  November of 1994, together with other information related to
operations and compliance at the Huntingdon Avenue facility. The Corporation has
retained  outside  law  firms  to  assist  in  complying  with the subpoena. The
Corporation  is  cooperating  with  the  government's  investigation. Since this
matter is currently in very early stages, it is impossible to determine what the
ultimate  outcome  will  be  and difficult to quantify the extent of exposure to
liability.  As  such, no assurance can be given that the Corporation will not be
found  to  have  liability. Accruals in this regard are determined in accordance
with  the  provisions  of  Statement  of  Financial  Accounting Standards No. 5,
Accounting  for  Contingencies (SFAS 5) which requires an accrual to be recorded
when  it  is  both  probable  a  liability  has  been  incurred  and the cost is
reasonably  estimable.
(B)  OTHER.  The  Corporation  is  a party to a number of lawsuits and claims in
addition  to  those  discussed  above  arising  out  of  the ordinary conduct of
business.  While the ultimate results of the proceedings against the Corporation
cannot  be  predicted with certainty, management does not expect that resolution
of  these  matters  will  have  a  material adverse effect upon its consolidated
financial position, results of operations or cash flows. It is the Corporation's
policy  to  accrue  probable liabilities to the extent that such liabilities can
reasonably  be  estimated.
     The  Corporation's  business operations, consist principally of manufacture
and  sale  of  specialty  chemicals, supplies and related equipment to customers
throughout  much of the world. Approximately 38% of the business is concentrated
in  the  printing  industry  used  for a wide variety of applications, including
offset  blankets,  printing plates, textile blankets and rubber based covers for
industrial rollers, while 28% of the business is concentrated with manufacturers
of  printed  circuit  boards  which  are  used  in  a  wide  variety  of end-use
applications,  including  computers,  communications  and  control  equipment,
appliances,  automobiles  and  entertainment  products.  As  is  usual  for this
business,  the  Corporation  generally  does  not  require  collateral  or other
security  as  a  condition  of sale, choosing, rather, to control credit risk of
trade  account  financial instruments by credit approval, balance limitation and
monitoring  procedures.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.




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

To  The  Shareholders
MacDermid,  Incorporated

     The  financial  information  in  this  report,  including  the  audited
consolidated  financial statements, has been prepared by management. Preparation
of  consolidated  financial  statements  and  related  data  involves the use of
judgment.  Accounting  principles  used  in  preparing  consolidated  financial
statements  are  those  that  are  generally  accepted  in  the  United  States.
     To  safeguard Corporate assets, it is important to have a sound but dynamic
system  of  internal  controls  and procedures that balances benefits and costs.
The  Corporation  employs professional financial managers whose responsibilities
include  implementing  and overseeing the financial control system, reporting on
management's  stewardship  of  assets  entrusted  to  it  by  share  owners  and
performing  accurate  and  proper  maintenance  of  the  accounts.
     Management  has  long  recognized  its  responsibility  for  conducting the
affairs  of  the  Corporation  and  its  affiliates  in  an ethical and socially
responsible  manner.  MacDermid,  Incorporated  is  dedicated  to  the  highest
standards  of  integrity.  Integrity  is  not  an  occasional requirement, but a
continuing  commitment.
     KPMG  LLP  conducts  an  objective,  independent  review  of  management's
fulfillment  of  its  obligations relating to the fairness of reported operating
results  and  financial  condition.  Their  report  for  2000 appears below this
statement.
     The  Audit  Committee  of  the  Board  of  Directors,  consisting solely of
Directors  independent of MacDermid, Incorporated maintains an ongoing appraisal
on  behalf  of the share owners of the effectiveness of the independent auditors
and  the  Corporation's staff of financial and operating management with respect
to  the  financial  and  internal  controls.

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



INDEPENDENT  AUDITORS'  REPORT
KPMG  LLP  (Logo)
Certified  Public  Accountants               City  Place  II
                         Hartford,  CT  06103-4103

The  Board  of  Directors  and  Shareholders
MacDermid,  Incorporated

     We  have audited the accompanying consolidated balance sheets of MacDermid,
Incorporated  and  subsidiaries  as  of March 31, 2000 and 1999, and the related
consolidated  statements  of  earnings,  comprehensive  income,  cash  flows and
changes  in  shareholders' equity for each of the years in the three-year period
then  ended.  These  consolidated financial statements are the responsibility of
the  Company's  management. Our responsibility is to express an opinion on these
consolidated  financial  statements  based  on  our  audits.
     The  consolidated financial statements of MacDermid, Incorporated as of and
for  the  year  ended  March  31,  2000,  have  been  restated  to  reflect  the
pooling-of-interests  transaction  with PTI, Inc. as described in Notes 1(a) and
1(q)  to  the  consolidated financial statements. We did not audit the financial
statements  of  PTI,  Inc,  as of and for the year ended December 31, 1998 which
statements reflect total assets constituting 31% and total revenues constituting
37%  of  the  related consolidated fiscal year March 31, 1999 totals. We did not
audit  the financial statements of PTI Inc. for the year ended December 31, 1997
which  financial  statements  reflect total revenues constituting 41% percent of
the  related consolidated fiscal year 1998 totals. Those statements were audited
by  other  auditors  whose  report  has  been  furnished to us, and our opinion,
insofar  as  it  relates to the amounts included for PTI, Inc. as of and for the
year ended December 31, 1998, and for the year ended December 31, 1997, is based
solely  on  the  report  of  the  other  auditors.
     We  conducted  our  audits  in  accordance with generally accepted auditing
standards.  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  and  the reports of the other auditors provide a
reasonable  basis  for  our  opinion.
     In  our opinion, based on our audits and the reports of the other auditors,
the consolidated financial statements referred to in the first paragraph present
fairly,  in  all  material  respects,  the  financial  position  of  MacDermid,
Incorporated  and subsidiaries as of March 31, 2000 and 1999, and the results of
their  operations  and  their cash flows for each of the years in the three-year
period  ended  March  31,  2000 in conformity with generally accepted accounting
principles.

/s/KPMG  LLP

May  12,  2000



<TABLE>
<CAPTION>


FIVE  YEAR  SELECTED  FINANCIAL  DATA
(In  thousands,  except  share  and  per  share  amounts)


OPERATING RESULTS                                     2000          1999          1998          1997          1996
------------------------------------------------  ------------  ------------  ------------  ------------  ------------
<S>                                               <C>           <C>           <C>           <C>           <C>
Net Sales                                         $   756,046   $   610,604   $   528,567   $   440,297   $   383,330
Gross Profit                                      $   356,902   $   292,936   $   257,961   $   212,947   $   175,169
Income Before Extraordinary Charge                $    49,120   $    55,626   $    31,389   $    28,598   $    12,383
Net Earnings Available for Common Shareholders    $    45,358   $    55,626   $    29,758   $    26,762   $    11,783
Diluted Earnings Per Common Share (1)             $      1.40   $      1.72   $      0.92   $      0.83   $      0.36

FINANCIAL POSITION AT YEAR END
------------------------------------------------
Working Capital                                   $   133,318   $   117,643   $    99,637   $    73,005   $    88,752
Current Ratio                                             1.7           1.6           1.8           1.7           1.9
Capital Expenditures                              $    24,039   $    20,036   $    14,158   $    11,669   $     7,973
Total Assets                                      $   790,492   $   737,289   $   498,195   $   400,123   $   416,618
Long-term Debt (Includes Short-term Portion)      $   406,697   $   406,381   $   263,567   $   185,376   $   214,252
Percent of Total Capitalization
     (Excluding Preferred Stock)                         65.6          71.3          71.3          67.8          72.2
Redeemable Preferred Stock                                 --            --            --        32,436        30,600

OTHER DATA
------------------------------------------------
Return On Sales (%)                                       6.0           9.1           5.6           6.1           3.1
Return On Average Common Equity (%)                      24.1          41.3          30.6          31.4          17.4
Cash Provided by Operations                            59,834        80,456        55,610        49,087        36,724
Cash Provided By (Used In) Investing Activities       (36,937)     (195,697)      (94,281)      (10,161)     (115,703)
Cash Provided By (Used In) Financing Activities       (22,793)      129,968        39,255       (41,362)       63,020
EBITDA (2)                                        $   144,553   $   135,958   $   104,436   $    84,691   $    57,221

SHARE DATA
------------------------------------------------
Common Shareholders' Equity                       $   213,254   $   163,350   $   106,315   $    88,136   $    82,135
Book Value Per Common Share (1)                   $      6.85   $      5.24   $      3.42   $      2.88   $      2.64
Cash Dividends Per Common Share (1)               $      0.08   $      0.08   $      0.07   $    0.0667   $    0.0667
Common Shares Outstanding (1)
   Diluted Average During Year                     32,429,450    32,421,296    32,183,821    32,368,481    32,709,295
   Outstanding At Year-end                         31,155,921    31,155,374    31,094,531    30,560,084    31,146,704
Stock Price (1)
   High                                                46 3/4        42 3/8            37            13        8 1/32
   Low                                                22 3/16        23 3/8      11 19/32        7 5/32       4 10/16
   Year-end                                            26 1/2      33 15/16        28 3/4      11 19/32        7 5/16
<FN>


(1)  Share and per share data have been restated to reflect the effects of 3-for-1 stock splits effective; February 6,
     1998  and  November  15,  1996.
(2)  Represents  earnings  from  operations before interest, taxes on earnings, depreciation and amortizations. EBITDA
     is not intended to represent cash flow from operations as defined by generally accepted accounting principles. It
     should not be used as an alternative to net income as an indicator of operating performance or to cash flows as a
     measure  of  liquidity.

</TABLE>




<TABLE>
<CAPTION>


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

SELECTED  QUARTERLY  RESULTS


                                                         2000 BY QUARTERS
                                                         -----------------
                                     JUNE    SEPTEMBER       DECEMBER        MARCH     TOTAL
                                   --------  ----------  -----------------  --------  --------
<S>                                <C>       <C>         <C>                <C>       <C>
Net Sales                          $182,157  $  182,552  $         201,546  $189,791  $756,046
Gross Profit                         87,797      86,523             94,956    87,626   356,902
Net Earnings                         14,258      11,939              6,427    12,734    45,358
Diluted earnings per common share  $   0.44  $     0.37  $            0.20  $   0.39  $   1.40

                                                          1999 by Quarters
                                                         -----------------
                                   June      September   December           March     Total
                                   --------  ----------  -----------------  --------  --------
Net Sales                          $137,328  $  143,095  $         151,407  $178,774  $610,604
Gross Profit                         66,469      67,901             72,181    86,385   292,936
Net Earnings                         12,582      13,044             12,771    17,229    55,626
Diluted earnings per common share  $   0.39  $     0.40  $            0.39  $   0.53  $   1.72

</TABLE>




<TABLE>
<CAPTION>


MARKET  RANGE  TRADING  RECORD


                                  FISCAL 2000                     Fiscal 1999
<S>                     <C>       <C>          <C>      <C>       <C>          <C>
QUARTER                 HIGH                   LOW      High                   Low
                        --------               -------  --------               --------
June                      46 1/2                    32    42 3/8               27 13/16
September                 46 3/4                28 7/8    40 1/2                 23 3/8
December                 41 7/16               30 9/16    39 1/8                 29 7/8
March                   41 13/16               22 3/16  41 15/16                 32 3/4

Closing price March 31                 26 1/2                        33 15/16

</TABLE>




<TABLE>
<CAPTION>


DIVIDEND  RECORD


                     FISCAL 2000                       Fiscal 1999
<S>        <C>       <C>          <C>        <C>       <C>          <C>
           RECORD    PAYABLE      AMOUNT     Record    Payable      Amount
           DATE      DATE         DECLARED   Date      Date         Declared
           --------  -----------  ---------  --------  -----------  ---------
QUARTER
June        6/15/99       7/1/99  $    0.02   6/15/98       7/1/98  $    0.02
September   9/15/99      10/1/99  $    0.02   9/15/98      10/1/98  $    0.02
December   12/15/99      1/10/00  $    0.02  12/15/98       1/4/99  $    0.02
March       3/15/00       4/3/00  $    0.02   3/15/99       4/1/99  $    0.02
</TABLE>




CORPORATE  INFORMATION


DIRECTORS:
DANIEL  H.  LEEVER,  Chairman  of  the  Board  and  Chief  Executive  Officer
R.  NELSON  GRIEBEL,  President  and  Chief  Operating  Officer
HAROLD  LEEVER,  Chairman  Emeritus
DONALD  G.  OGILVIE,  Executive  Vice  President,
American  Bankers  Association
JOSEPH  M.  SILVESTRI,  Vice  President  of  Citicorp  Venture  Capital  Ltd.
JAMES  C.  SMITH,  Chairman  of  the  Board  and  Chief  Executive
Officer,  Webster  Financial  Corporation
THOMAS  W.  SMITH,  General  Partner  of  Prescott  Investors

CORPORATE  OFFICERS:
DANIEL  H.  LEEVER,  Chairman  of  the  Board  and  Chief  Executive  Officer
R.  NELSON  GRIEBEL,  President  and  Chief  Operating  Officer
STEPHEN  LARGAN,  Vice  President,  Finance
GREGORY  M.  BOLINGBROKE,  Controller  and  Chief  Accountant
MARY  ANNE  TILLONA,  Secretary

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

AUDITORS:
KPMG  LLP

REGISTRAR  OF  STOCK  AND  TRANSFER  AGENT:
Harris  Trust  Company  of  New  York

For  more  Corporate  information,  please  go  to  our  web  site:
WWW.MACDERMID.COM

SEC  FORM  10-K:
The  Annual  Report  and  the  SEC  Form  10-K  report  are  available  at  the
Corporation's  website  (www.macdermid.com)  and  also without charge by written
request  to:

Corporate  Secretary
MacDermid,  Incorporated
245  Freight  Street
Waterbury,  CT  06702

DIVIDEND  REINVESTMENT  PLAN:
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.

Please  direct  any  inquiries  to:
     Harris  Trust  Company  of  New  York
     c/o  Harris  Trust  and  Savings  Bank
     Dividend  Reinvestment  Department
     P.O.  Box  A3309
     Chicago,  IL  60690

SHAREHOLDERS  'QUESTIONS:

Shareholders  with questions concerning non-receipt of dividend checks, transfer
requirements,  registration  and  address  changes, or who need a duplicate 1099
statement,  should  write  to:

     Harris  Trust  Company  of  New  York
     c  /o  Harris  Trust  and  Savings  Bank
     111  West  Monroe,  P.O.  Box  755
     Chicago,  IL  60690

MARKET  & DIVIDEND  INFORMATION:

The  common  shares  of MacDermid, Incorporated are traded on the New York Stock
Exchange  (Symbol:  MRD).  Price and shares traded are listed in principal daily
newspapers and are supplied by NYSE. Approximate number of Holders as of May 31,
2000  -  800.  CUSIP-554273  102.

ANNUAL  MEETING:

The  Annual  Meeting of Shareholders will be held on Wednesday, July 19, 2000 at
3:00  p.m.,  at  Naugatuck Valley Community-Technical College, Fine Arts Center,
750  Chase  Parkway,  Waterbury,  CT.

Shareholders  please  note  that an employee information session will be held at
the  annual  shareholders meeting site beginning at 1:00 p.m., just prior to the
start  of  the shareholders meeting on Wednesday July 19, 2000. All shareholders
are  cordially  invited  to  attend  this  information  session  as  well.