EXHIBIT 13
           PORTIONS of MACDERMID'S 2001 ANNUAL REPORT TO STOCKHOLDERS
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 metal
and  plastic  finishing,  electronics, graphic arts and offshore oil industries.

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  that 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 17% 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,

The  external  environment  in fiscal year 2001 was the most difficult in recent
memory.  For  the first time since the early 90's we experienced "head winds" in
each of our major businesses that became more pronounced as the year progressed.
Revenues  for 2001 were $794 million, up 4% from $758 million in the prior year.
Earnings  were sharply lower.  Earnings per share were $1.07 vs. $1.40 after one
-  time costs, and $1.33 vs. $1.70 before.  Included in revenues in 2001 was $82
million  resulting  from acquisitions.  On a comparable basis revenues were down
2%.  Rest  assured  no one at MacDermid considers this satisfactory performance.
This  year  represents a stumble, the second in a row.  Our share price finished
the  year at $18.08, down 38%%.  Not a lot to feel proud of or, is there more to
the  story?

THE  STORY:  As  the  year  progressed  our  markets weakened.  Printed circuits
suffered  from  unprecedented  declines  in  demand as inventories of electronic
devices  began  piling  up in the supply chain.  An important measure of demand,
the  book  -  to  -  bill  ratio for printed circuits ended the year at .63, the
lowest  since the measure was introduced. A ratio of 1.0 would mean bookings and
shipments  were  balanced.  The  slowing  of  the  U.S. economy was evidenced in
automotive  production,  which  ended 15% lower, driving down the demand for our
industrial  products.  Advertising and printing activity in graphic arts trended
down  as  the  year  progressed.  Yes,  the  external  environment  presented  a
difficult  challenge.

REOCCURRING  REVENUES:  This  year's difficult external environment provided the
background for us to demonstrate the relative lack of volatility of earnings and
especially  cash  flow  in down cycles.  A very important characteristic of your
company  is  the  percentage  of  reoccurring revenues. Reoccurring revenues are
sales  revenue of the company that don't require a new sales cycle.  We refer to
this  as consumable revenues.  Most of our products are consumed, or used in our
customers' manufacturing processes.  This means purchases of our products cannot
be postponed or otherwise reduced in a cost savings initiative.  Yes, the amount
of  our product used may be reduced if our customers produce less.  For example,
in  the  graphic  arts business, our customers use a photopolymer printing plate
for every page of a newspaper.  A page cannot be printed without one. When fewer
pages  are  printed,  our  volume  is  reduced  as  we  experienced  this  year.
Reoccurring  revenues  were  89%  of  total revenues this year.  For many of our
product  lines  there is a minimum usage of our products to operate a production
line,  regardless  of whether the line is fully utilized or not.  This is why we
often  experience  smaller  reductions  in  revenues  than our end markets would
indicate.

VARIABLE  COST  STRUCTURE.  64%  of  our  total  costs  are  manufacturing costs
incurred  to produce our chemical business products.75% of manufacturing cost is
raw  materials.  We  purchase  more than 1,000 raw materials.  Historically, the
economic  cycles  of  different  raw  materials  run  counter  to  one  another,
offsetting  an  increase  in one with a reduction in another.  Raw materials are
strictly  variable  in usage, i.e. the more products we sell the more we produce
and  visa  versa.  As a result, the portion of cost represented by raw materials
remains  a constant percent as volume moves up and down.  There is a significant
portion  of  our  "SG&A"  that  is variable as well.  This results from a highly
leveraged compensation system.  When earnings are down, bonuses, which represent
as much as 20% of total compensation, are also down, offsetting a good amount of
the  impact.

 BETTER  CASH  FLOWS  IN DIFFICULT TIMES.  Fiscal 2001 cash from operations were
$59  million,  about  equal  to the prior year.  Owner earnings of $43.4 million
were  15%  higher  than  the previous year.  We will increasingly refer to owner
earnings.  This  is  a measure of the cash available for investment generated by
the  business  in  the  period.  We  define  owner  earnings as net income, plus
non-cash  items,  plus  or  minus  the  change  in working capital, less capital
expenditures.  Another  way to look at owner earnings is the amount of cash that
could  be taken out of the business, or reinvested in it.   MacDermid has always
been  cash flow oriented.  This year with the difficult external environment, we
made  a  greater  effort  than  normal.  Capital  expenditures  are  much  more
discretionary  at  MacDermid  than  one  might  suspect.  This  year net capital
expenditures  were  $8  million  lower  than  the  prior  year.  We estimate our
maintenance  capital  expenditure  at  about $8 million.  Any spending over that
should produce a growth opportunity.  Capital expenditures are subject to delays
or  cancellations  if  the  economic situation warrants doing so.  We did a much
better  job  of  utilizing  cash  globally,  minimizing  non-productive uses and
balances.  Our  new  heightened  focus  on  cash  will continue to benefit us in
fiscal  2002.

BACK  TO  THE  FUTURE.  As  we  said  in  last  year's  report,  the  strategic
transformation  of  MacDermid  is  complete.  Your  company  today  is much more
balanced  in  terms  of  business  risk.  The  platform  for growth is also more
robust.  There  is  no  longer  a  strategic  imperative to grow by acquisition.
  We find ourselves in a very similar position to the early 90's. Our businesses
enjoy outstanding fundamentals.  They generate significant cash and require only
modest  reinvestment.  They  are  relatively  recession  resistant,  and  enjoy
defendable  competitive  advantage.  We  have  a  lot  to  work  with.

  In  the  early 90's we took a business with good dynamics and by exhibiting an
intense  focus  on  the  basics,  turned  average performance into extraordinary
results.  Our  starting  point  today is very similar.  There are some 2,500 new
Clan  members  who  came  from  different  cultures,  good  companies,  albeit
traditional.  There  is  little  traditional about MacDermid. A high performance
expectation  is  fundamental to our culture.  We act like owners.  We take risks
as  entrepreneurs.  We can afford to take risks because we spend your money like
it  was  our own. Our performance standards are similar to what one would expect
from  a  small  business  owner.  To us it ALL matters.  We know that people can
change to embrace our philosophies.  All of MacDermid changed in the early 90's.
We  also know it isn't easy.  It takes inspired leadership, and a focus that can
be  scary  in  its  intensity.  Simply  telling  people  about it doesn't change
behavior.  As  we  have  begun  this  transformation  we  have  had  to  change
leadership.  There  can  be  no  room  for  uninspired  leaders  if we are to be
successful in this transformation.  Make no mistake, this is a change that must
occur.  As  your  Chairman  and  CEO,  I  know  I  am  the one who you must hold
accountable.  This is a transformation that must not fail.  I take great comfort
knowing  that  I  am  not  alone.  We have promoted progressive "young at heart"
people who clearly "get it" and we will be supporting them closely.  Recognizing
the  need  for  additional  management capacity, especially at corporate, we are
recruiting  for  a  few key positions.  There is large group of Clan members all
around  the  world  who  need  no special encouragement to embrace the MacDermid
Philosophy.  We  will  be  building  from that base.  We also know there are key
people  from  within the newly acquired organizations who are excited about this
entrepreneurial  opportunity.

BACK  TO  THE  FUTURE  IS ALREADY STARTED!  Significant movement to focus on the
basics  has already started.  Last year when we acquired PTI we thought we could
operate  Graphic  Arts  as  a separate unit.  We soon realized that graphic arts
would  not  be  able  to  meet  our expectations without completely adopting the
MacDermid  operating philosophy.  As a result, we announced the closure of their
former  headquarters,  and a management reorganization as part of an overall $12
million  cost  reduction  initiative  that  was complete by year-end.  We saw an
improvement  in the fourth quarter and now fully expect Graphic Arts to meet our
expectations.  Our  refocus  on  the basics of frugal entrepreneurship is in the
early  stages.  We  are seeing reductions in all discretionary areas, travel and
entertainment,  small  purchases,  facilities and much more.  In Graphic Arts we
have only recently begun sharing raw material costs between locations and we see
a  major  opportunity to reduce these costs.  During the year we sold a European
fuel oil additive business and a small adhesive and sealant business.  After the
year-end  we announced the write-off of our Via Tek investment in Chicago.  This
recognizes  the  end of one frustrating chapter in our investment in electronics
manufacturing.  We  were  unable  to  obtain the production levels and yields in
Chicago that we were reaching in Spain.  This will, however, eliminate more than
$8  million  in  losses  incurred  in  2001.
MAKING  THEM  OWNERS.  Employee  ownership  has been high at MacDermid since the
employees  bought  the  company  from Archie MacDermid 42 years ago.  We believe
employee  ownership  is  key  to the success of the MacDermid philosophy.  In an
effort  to jump-start this entrepreneurial transformation, we will be asking for
your  approval  for two new stock option plans.  First a worldwide, all employee
plan  intended  to award options to all employees. The second is a new executive
option  plan.  It  is  an indexed, performance plan, designed to ensure that our
executives  gain  only  if we meet performance targets and outperform the index.
This  plan  is  rare  because  it does not reward for average performance and it
requires  us  to  treat  the  cost  as  an  expense  in  the  income  statement.

HAROLD  LEEVER  THE  FOUNDER OF THE MODERN CLAN MACDERMID HAS PASSED ON.  Harold
implored us not to stand at his grave and weep, but to take inspiration from his
life.  Harold  embodied  the  MacDermid philosophy like no one else.  He was the
tough  taskmaster  who  knew  that greatness never resulted from taking the easy
road.  He  believed  to  the  tips  of  his toes in innate human potential.  His
motives  were  pure.  He  just  wanted  people  to  be more successful than they
themselves thought possible.  And most of all Harold had fun.  He reveled in the
challenges  we  faced.  He  laughed  in  the  face  of adversity.  He celebrated
victory,  did  he ever celebrate victory!  His life was MacDermid.  We owe him a
great  debt  as  he created the special place called the Clan MacDermid.  Now he
has  left  it  up  to us.  What do we do with this legacy?  We can take the easy
road  and  seek  to  fit  in  with the crowd.  Or, we can continue the road less
traveled,  and  take  this  as but the beginning.  As you can see by reading the
above,  I  have  already decided. I know I can count on the Clan to respond, and
appreciate  the  support  of  our  shareholder  partners.  We  will  not  fail.


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


<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  1997  through  2001.)

                                  GRAPH VALUES
Net Sales (in $U.S. millions), Earnings Per Share (diluted, in $U.S.), Return On
Equity  (percentage)


                      '97      '98      '99       '00        '01
<S>                 <C>      <C>      <C>      <C>        <C>
NET SALES           $440.3   $528.6   $612.8   $  758.1   $  794.8
EARNINGS PER SHARE  $ 0.83   $ 0.92   $ 1.72   $ 1.70(1)  $ 1.33(1)
RETURN ON EQUITY      31.4%    30.6%    41.3%   29.2%(1)   19.3%(1)
<FN>


(1)  Excluding  one-time,  merger  related  charges  in  2001  and  2000  and
restructuring/impairment  charges  in  2001.
</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  4,300  worldwide, many of whom are shareholders. Our vision is to
build  one  of  the  world's  greatest  industrial  companies.

<TABLE>
<CAPTION>


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


OPERATING RESULTS                                            2001          2000          1999          1998          1997
-------------------------------------------------------  ------------  ------------  ------------  ------------  ------------
<S>                                                      <C>           <C>           <C>           <C>           <C>
Net Sales                                                $   794,776   $   758,080   $   612,801   $   528,567   $   440,297
Gross Profit                                             $   354,550   $   358,936   $   295,133   $   257,961   $   212,947
Income Before Extraordinary Charge                       $    34,804   $    49,120   $    55,626   $    31,389   $    28,598
Net Earnings Available for Common Shareholders           $    34,804   $    45,358   $    55,626   $    29,758   $    26,762
Diluted Earnings Per Common Share (1)                    $      1.07   $      1.40   $      1.72   $      0.92   $      0.83

FINANCIAL POSITION AT YEAR END
-------------------------------------------------------
Working Capital                                          $   125,689   $   133,318   $   117,643   $    99,637   $    73,005
Current Ratio                                                    1.5           1.7           1.6           1.8           1.7
Capital Expenditures                                     $    22,437   $    24,039   $    20,036   $    14,158   $    11,669
Total Assets                                             $   884,825   $   790,492   $   737,289   $   498,195   $   400,123
Long-term Debt (Includes Short-term Portion)             $   461,136   $   406,697   $   406,381   $   263,567   $   185,376
Percent of Total Capitalization
     (Excluding Preferred Stock)                                66.7          65.6          71.3          71.3          67.8
Redeemable Preferred Stock                                        --            --            --            --   $    32,436

OTHER DATA
-------------------------------------------------------
Return On Sales (%)                                              4.4           6.0           9.1           5.6           6.1
Return On Average Common Equity (%)                             15.7          24.1          41.3          30.6          31.4
Cash Provided by Operations                              $    59,070   $    59,834   $    80,456   $    55,610   $    49,087
Cash Provided By (Used In) Investing Activities          $   (94,318)  $   (36,937)  $  (195,697)  $   (94,281)  $   (10,161)
Cash Provided By (Used In) Financing Activities          $    30,273   $   (22,793)  $   129,968   $    39,255   $   (41,362)
EBITDA (2)                                               $   131,015   $   144,553   $   135,958   $   104,436   $    86,253
Owners' Earnings (3)                                     $    43,417   $    36,436   $    60,521   $    42,117   $    38,289
Pro Forma Cost of Stock Options (4)                      $     3,128   $     3,185   $     2,019   $        78   $        70
Diluted Earnings Per Share had Pro Forma Cost of Stock
Options been Expensed (4)                                $      1.01   $      1.34   $      1.68   $      0.92   $      0.83

SHARE DATA
-------------------------------------------------------
Common Shareholders' Equity                              $   230,669   $   213,254   $   163,350   $   106,315   $    88,136
Cash Dividends Per Common Share (1)                      $      0.08   $      0.08   $      0.08   $      0.07   $    0.0667
Common Shares Outstanding (1)
   Diluted Average During Year                            32,400,385    32,429,450    32,421,296    32,183,821    32,368,481
   Outstanding At Year-end                                31,152,054    31,155,921    31,155,374    31,094,531    30,560,084
Stock Price (1)
   High                                                  $     29.12   $     46.75   $     42.38   $     37.00   $     13.00
   Low                                                   $     15.70   $     22.19   $     23.38   $     11.59   $      7.16
   Year-end                                              $     18.08   $     26.50   $     33.94   $     28.75   $     11.59
<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 before extraordinary charge 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.
(3)  Represents  cash  flow  from  operations, less net capital spending.  Owners' Earnings 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.
(4)  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>


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

(In  thousands,  except  share  and  per  share  amounts)

CONSOLIDATED  OVERVIEW
     IN FISCAL 2001 MACDERMID, INCORPORATED ("THE CORPORATION") FURTHER RESHAPED
ITS  BUSINESS  PORTFOLIO  WITH  THE ADDITION OF ELECTRONICS MANUFACTURING TO ITS
BUSINESS  SEGMENTS.  PRIOR  TO  FISCAL  2000,  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  THE LATER PART OF FISCAL 1999, COUPLED WITH THE MERGER WITH PTI
INC.  ("POLYFIBRON")  IN  FISCAL  2000, BEGAN THE CORPORATION'S BUSINESS SEGMENT
EXPANSION. THESE TRANSACTIONS HAVE POSITIONED THE CORPORATION IN THREE PRINCIPAL
BUSINESS  SEGMENTS  AS  A  WORLDWIDE  MARKET LEADER IN GRAPHIC ARTS AND ADVANCED
SURFACE  FINISHES,  AS  WELL  AS HAVING A PRESENCE IN ELECTRONICS MANUFACTURING.
THE  GRAPHIC ARTS INDUSTRIES NOW REPRESENT THE LARGEST CONCENTRATION OF BUSINESS
FOR  THE  CORPORATION.
     FISCAL  2001  NET  SALES OF $794,776 WERE 5% HIGHER THAN THE PREVIOUS YEAR,
$758,080  AND THIS REPRESENTS THE SEVENTH CONSECUTIVE RECORD YEAR FOR NET SALES.
SEVERAL  ACQUISITIONS  (AND  DIVESTITURES OF NON-CORE BUSINESS, NET) CONTRIBUTED
SIGNIFICANTLY  TO THE INCREASE IN SALES. WORLDWIDE ECONOMIES WEAKENED THROUGHOUT
THE  YEAR  AND  THE  CORPORATION  WITNESSED  A SLOWING BUSINESS TREND DURING THE
SECOND  HALF  OF  THE  FISCAL  YEAR  PARTICULARLY IN ASIA AND THE UNITED STATES.
DURING  THE  YEAR,  THE  DOLLAR  STRENGTHENED  AGAINST  MOST  FOREIGN CURRENCIES
RESULTING  IN  A  NEGATIVE  EFFECT  OF APPROXIMATELY 4% ON TRANSLATED NET SALES.
     GROWTH  FROM  NEW  BUSINESS  ACTIVITY  THROUGHOUT THE YEAR IN THE ASIAN AND
EUROPEAN  REGIONS MORE THAN OFFSET THE NEGATIVE ECONOMIC FACTORS WHICH DEVELOPED
DURING  THIS PAST YEAR AND PRODUCED SATISFACTORY GROWTH IN OPERATING PROFITS, IN
THESE  REGIONS, FOR 2001. IN NORTH AMERICA, OPERATING PROFITS WERE SUBSTANTIALLY
LESS  AS  COMPARED  TO THE PREVIOUS YEAR. THE WEAK PERFORMANCE WAS PRINCIPALLY
DUE  TO  SLUGGISH PURCHASING BY MOST ELECTRONICS CUSTOMERS IN A SOFT INFORMATION
TECHNOLOGIES  MARKET.  THE  DEMAND  FOR  ADVERTISING  PRINTING  AND  CORRUGATED
PACKAGING  AT MANY CUSTOMERS WAS SLOW, AS WELL.  CUSTOMER CAPITAL RESOURCES WERE
TIGHT  AND  THERE  WERE  COMPETITIVE  PRICING PRESSURES.  AFTER GIVING EFFECT TO
ONE-TIME  MERGER  COSTS  AS  WELL  AS  RESTRUCTURING  AND IMPAIRMENT CHARGES THE
DILUTED  EARNINGS  PER  SHARE WERE $1.07 IN 2001 AS COMPARED TO DILUTED EARNINGS
PER SHARE OF $1.40 AFTER MERGER-RELATED COSTS (INCLUDING AN EXTRAORDINARY CHARGE
FOR  DEBT  RESTRUCTURING)  IN  2000.   FOREIGN  CURRENCY TRANSLATION RESULTED IN
LOWER  REPORTED  EARNINGS  OF  $0.05  PER  SHARE  FOR  2001.

ACQUISITIONS
     The  Corporation acquired a 60% interest in Eurocir S.A., a printed circuit
board  manufacturer  based  in  Spain,  effective  January 1, 2001.  Fiscal 2001
consolidated  operating  results  include the results of Eurocir S.A. since that
date.  The  acquisition was financed through bank borrowings under the revolving
credit  facility.  The  total  purchase  price  of  approximately  $31,000  was
accounted for as a purchase transaction and included inventory, fixed assets and
goodwill of approximately $24,000 which is being amortized over 15 years.  There
is a minority interest reflected in the financial statements for March 31, 2001.
The  purchase  and  sale  agreement  includes a put and call arrangement for the
remaining  40% interest which expires after the fifth anniversary of the closing
date.  The  purchase  price  for  the  remaining  40%  is based on a multiple of
earnings  from  operations  before interest, taxes on earnings, depreciation and
amortization  ("EBITDA")  during  that  period.
     On June 13, 2000, the Corporation  acquired  the assets, subject to certain
liabilities,  of  the  digital  graphics  business unit of VirtualFund.com, Inc.
("Colorspan")  and  the  results  of  Colorspan are included in the consolidated
operating  results  since  that date.  The acquisition was financed through bank
borrowings  under  the  revolving  credit facility.  The total purchase price of
approximately  $47,000  was accounted for as a purchase transaction and included
inventory, fixed assets, goodwill and other intangible assets.  The goodwill and
intangibles  of  approximately  $25,000  and  $17,000,  respectively,  are being
amortized  over  15  years.
     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  $23,500  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  the  revolving  credit  facility.
     During  fiscal  1999  the  Corporation  acquired  the outstanding shares of
Canning.  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.


<TABLE>
<CAPTION>

RESTRUCTURING
     The  Corporation  embarked  on  a  restructuring  program during the second
quarter of fiscal 2001 with an effort to strategically reposition its operations
in  both  Graphic  Arts and Advanced Surface Finishes.  In connection with these
actions,  restructuring  charges  of  $6,663  ($0.13  per  share,  diluted) were
recorded  during  fiscal  2001  summarized  as  follows:


<S>                                  <C>
Severance                            $6,133
Lease cancellation/Asset write-offs     530
                                     ------
  Total                              $6,663
                                     ======
</TABLE>

The  Corporation  had grown significantly through acquisitions over the previous
two fiscal years and a comprehensive review of its cost structure was undertaken
in  order to achieve cost savings, primarily severance for management and office
support  redundancies  that  had  developed.  Approximately  140  employees have
severed in accordance with the program resulting in cash payments of $3,980.  An
office facility for the previous headquarters of Polyfibron was closed resulting
in  other  charges  of $363.  The program is substantially complete and at March
31,  2001,  the  remaining balance of $2,320 represents employee severance costs
for 25 individuals and lease cancellation  costs.  These cost saving measures
are expected to result in total selling,  technical  and administrative ("ST&A")
annual savings of approximately $15,000  beginning  in  fiscal  2002.
FISCAL  2001  VS.  FISCAL  2000
SALES,  COSTS  AND  EXPENSES:
     Graphic  Arts:
     Fiscal  2001  Graphic  Arts  net proprietary sales of $311,767 increased 6%
over fiscal 2000 net proprietary sales of $293,459.  The Graphic Arts segment is
an  entirely  proprietary  business.  Acquisitions  (net)  added  approximately
$37,200  and a stronger U.S. dollar had the effect to reduce sales approximately
$9,800.  Net  proprietary  sales would have decreased 3% from the previous year,
without  the incremental sales related to acquisition and excluding the negative
effect  from  foreign  currency  exchange.
     Costs as a percentage of sales  increased  slightly over the previous year.
Certain excessive manufacturing costs were incurred during the year and overhead
recoveries  declined.  In  addition,  the  acquired  business  added  costs at a
noticeably  higher  percentage  of  sales  from  traditional  business.  These
principal  factors  resulted  in  an overall gross profit percentage of 42.4% in
2001  as  compared  to  45.7%  in  2000.
     ST&A  expenses, excluding restructuring costs in 2001 ($4,351) and one-time
merger  costs  in  2001 and 2000 ($1,473 and $5,727, respectively), were $83,600
for  2001,  a  15%  increase  as  compared  to $72,504 for 2000. ST&A, excluding
acquisition  and foreign currency exchange differences decreased 6%.  ST&A, as a
percentage  of  sales  was  31.1% as compared to 24.7% in the previous year, but
would  have  been  relatively similar absent the effects from acquired business.
Total  research  and  development  costs  were  $13,469  in  2001,  an  increase
(including  effect  of  acquired business) of 29% over 2000.  Total amortization
charged  to  earnings was $8,788 for 2001 up from $7,030 in 2000.  The principal
effect  on  this  increase is the amortization of goodwill and other intangibles
from the Colorspan acquisition.  As a result, operating profit of $39,257 (after
amortization)  decreased  24%  from  the  previous  year.
     Advanced  Surface  Finishes:
     Net  sales  of  $447,875  decreased  4% in fiscal 2001 for Advanced Surface
Finishes.  Proprietary  products  represent  approximately  87%  of the Advanced
Surface  Finishes segment.  Fiscal 2001, proprietary sales of $388,840 increased
2%  over  fiscal  2000,  proprietary  sales  of  $383,000.  Acquisitions  added
approximately  $10,000 and a stronger U.S. dollar had the effect to reduce sales
approximately  $17,500.  Net  proprietary sales would have increased 4% from the
previous  year,  were  the incremental sales related to acquisition and negative
effect  from  foreign  currency  exchange to be excluded.  This Advanced Surface
Finishes increase came from the Asian region, primarily during the first half of
the  year.
     Costs as a percentage of sales decreased slightly from the previous year.
Sales mix  continued  to  shift  to newer, more efficient and environmentally
Friendly electronics  technologies  that  carry  more favorable gross margins.
Softening pricing for certain products, including dry film photoresist has
stabilized this year,  as  well.  These  principal  factors  resulted in an
overall gross profit percentage  of  50.0%  in  2001  as  compared  to  48.4%
in  2000.
     ST&A  expenses, excluding restructuring costs in 2001 ($2,312) and one-time
merger  costs in 2000 ($1,890), were $142,244 for 2001 a 7% decrease as compared
to $152,222 for 2000.  ST&A, excluding acquisition and foreign currency exchange
differences  decreased 4%.  ST&A, excluding restructuring costs, as a percentage
of  sales  was  31.8%, a decrease of approximately 1% from 32.8% in the previous
year.  Total  research and development costs were $10,997 in 2001, a decrease of
9%  from  2000.  Total  amortization charged to earnings was $11,484 for 2001 up
from  $10,533  in  2000.  The  increase is from goodwill amortization of various
recent acquisitions throughout Europe.  As a result, operating profit of $70,142
(after  amortization)  increased  7%  over  the  previous  year.
     Electronics  Manufacturing:
     The  Electronics  Manufacturing  segment  is  newly formed this year by the
acquisitions  of  the  remaining  interest in the joint venture Dynacircuits, in
July  2000,  and  a 60% majority interest in Eurocir S.A., in January 2001.  Net
sales  were  $35,134  for  fiscal  2001.  These  sales  are  classified  as
non-proprietary  and  the  board business does not carry the same level of gross
margin  as the chemical business.  Costs were in excess of sales due to start-up
difficulties  at  Dynacircuits  and an asset impairment charge (see Consolidated
Financial  Statement  Note  1(e)),  thus  margins  were adversely affected.  The
underlying  gross profit percentage of 8% for the Eurocir group in 2001 is not
necessarily  indicative  of  the  expectation  for  future  fiscal  years.  ST&A
expenses  were  $4,213  for  2001,  which is 12.0% of sales.  Total amortization
charged  to  earnings  was $369 for 2001, representing three months activity for
the  Eurocir acquisition.  As a result, operating losses (after amortization and
including  asset  impairment charges) totaled $10,347 for the partial year 2001.

INCOME  TAXES:  The overall effective income tax rate increased to 36.8% in 2001
from  36.3% in 2000. The rate increase was due to a combination of the change in
earnings mix from lower to higher tax jurisdictions, the non-deductible goodwill
charges  associated with the Canning acquisition and a write-off of deferred tax
assets  that  will  not  be realized.  These charges were somewhat offset by the
continuing  impact  of  worldwide  tax  minimization  strategies.

NET  EARNINGS:  The  Corporation  increased  long-term borrowings throughout the
year,  primarily  to  effect its acquisition strategy.  In addition, the cost of
borrowing  increased  approximately  one  percentage  point  and, therefore, net
interest  expense  increased  7%  over 2000.  This, coupled with lower operating
profit  due  to  modest sales increases and relatively higher costs and expenses
for  2001, pushed net earnings below 2000.  Diluted earnings per share decreased
in  2001  to  $1.07  per  share  as  compared  to  $1.40  per  share  in  2000.


FISCAL  2000  VS.  FISCAL  1999
The  discussion  for  2000  vs  1999  is  after giving effect to the merger with
Polyfibron.
SALES,  COSTS  AND  EXPENSES:
     Graphic  Arts:
     Fiscal  2000  Graphic Arts net proprietary sales of $293,459 increased 10%
over  fiscal  1999.  This increase was due to acquisitions offsetting a weakness
in  printing  plates for the advertising industry.  Foreign currency translation
did  not  have  any  measurable affect on sales.  Costs as a percentage of sales
increased  somewhat  in  2000 over 1999, due to increased factory expenses and a
higher  cost  structure on acquired business.  Gross profit percentage was 45.7%
in  2000  as  compared to 47.7% in 1999.  ST&A expenses (excluding merger costs)
were  $72,504  for  2000  as compared to $65,360 for 1999. This 11% increase was
entirely  a  result  of  new  costs  from  purchase  acquisitions.  ST&A,  as  a
percentage  of  sales  (24.7%)  were similar to the previous year.  Research and
development  expenses  of  $10,475  increased  3% over the previous year.  Total
amortization charged to earnings was $7,030 for 2000 up from $6,445 in 1999.  As
a result, operating profit of $51,383 (after amortization) decreased 4% from the
previous  year.
     Advanced  Surface  Finishes:
     Fiscal  2000  Advanced Surface Finishes net sales of $464,621 increased 34%
over  fiscal  1999.  This  increase  was  significantly  due  to  the  Canning
acquisition,  late  in  1999.  Foreign  currency  translation of a stronger U.S.
dollar  had  the effect to reduce sales approximately $8,000.  Proprietary sales
represent  82%  of  total  sales  for  2000.  Net  proprietary  sales would have
increased  approximately  6%  over the previous year, were the incremental sales
related  to acquisition and negative effect from foreign currency exchange to be
excluded.  Costs as a percentage of sales were virtually the same for 2000 as in
1999.  Softening  pricing  for certain products, especially dry film photoresist
was  largely offset by an improved product mix towards newer products, which are
more  efficient and environmentally friendly.  Gross profit percentage was 48.4%
in  2000  as  compared to 48.5% in 1999.  ST&A expenses (excluding merger costs)
were  $152,222  for 2000 as compared to $111,031 for 1999. This 37% increase was
greatly  a  result  of  new  costs  from  purchase  acquisitions  and a delay in
developing  cost synergies.  ST&A, as a percentage of sales (32.8%) were similar
to  the  previous year.  Research and development expenses, $12,073 increased 7%
over  the previous year.  Total amortization charged to earnings was $10,533 for
2000  up  from  $5,885  in 1999, principally from the Canning acquisition.  As a
result,  operating profit of $65,534 (after amortization) increased 24% from the
previous  year.

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:  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 an approximate one
percentage  point  interest  rate  increase  for  most  of  the  fiscal  year.
Acquisitions  resulted in increased sales and expenses and after the cost of the
associated  borrowings,  were  accretive to earnings in 2000.  This coupled with
otherwise  flat  operating  profit  due  to  modest  sales  increases and ViaTek
start-up  costs  left  net  earnings  below  1999.  Diluted  earnings  per share
(including  an  extraordinary  charge for early retirement of debt, $3,762 after
tax, in fiscal 2000) were $1.40 per share in 2000 as compared to $1.72 per share
for  1999.
NEW  ACCOUNTING  STANDARDS
     Effective  for  the  fourth quarter of fiscal 2001, the Corporation adopted
Emerging Issues Task Force Issue No. 00-10 "Accounting for Shipping and Handling
Fees and Costs".  As a result, freight charged to customers is included as sales
and  all  remaining  freight  costs are charged to ST&A expenses.  Prior amounts
have  been  restated  to  conform  to  the  current  presentation.
     The FASB issued in 1998, Statement of Financial Accounting Standards No.
133, Accounting  for  Derivative Instruments and Hedging Activities ("SFAS133")
which replaces existing pronouncements and practices with a  single, integrated,
accounting  framework  for  derivatives and hedging activities.  The Corporation
adopted SFAS133 on April 1, 2001 and will achieve hedge accounting treatment for
substantially  all  of  the  Corporation's business transactions whose risks are
covered  using  derivative instruments.  The hedge accounting treatment provides
for the deferral of gains or losses on derivative instruments until such time as
the  related  transactions  occur.  The  Corporation  estimates  that  if it had
accounted  for  its  derivatives in accordance with the new standard as of March
31,  2001,  liabilities  totaling  $927  would have been recorded on the balance
sheet  with  an  offsetting  entry  to  Accumulated  Other Comprehensive Income.
LIQUIDITY  &  CAPITAL  RESOURCES
     Cash  flows  from  operations are used to fund dividend payments ($0.08 per
common  share  for fiscal 2001) to shareholders, working capital requirements of
the  Corporation  and  capital projects. The Corporation has paid cash dividends
continuously  since 1948.  During fiscal 2001 cash flows provided by operations,
$59,070,  were  similar  to  the  prior year.  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.  In certain years, the
Corporation  has  embarked on programs that have required significant amounts of
funds  in  excess  of  those  available  from  cash  flows  from  operations.
     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  the existing distribution channels. Management
intends  to  pursue  those opportunities that have a strong potential to enhance
shareholder  value.  One  such  opportunity this past year was Eurocir S.A.  The
Corporation  acquired  a  60% interest in this electronics printed circuit board
manufacturer  for  approximately  $31,000  as  part  of  its plan to further the
application  of  its ViaTek process.  Another opportunity was the acquisition of
Galvanevet  S.P.A.  purchased  for  approximately  $23,500,  which  improved the
Corporation's  position  in  the  European  Advance  Surface Finishes industrial
markets,  since  1999.  During the third quarter of fiscal 1999, the Corporation
purchased  W. Canning, plc for approximately $160,000 (including closing costs).
These  purchases  are  presently  financed through bank borrowing under six-year
term  loans  and  a  revolving  credit  agreement  with  Bank  of  America.
     New  capital  spending  during  fiscal  2001  of  approximately  $22,437 as
compared  with  $24,039 in fiscal 2000 and $20,036 in fiscal 1999, included new,
as  well  as  upgraded,  manufacturing  facilities  worldwide and replacement of
technical  equipment.  For  fiscal  2002,  planned  new  capital  projects total
approximately  $14,000.
     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 9,794 shares
during  fiscal 2001 and 98,234 shares during fiscal 1999 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 174,326 shares, if exercised at the NYSE closing
price  on  March  31,  2001,  would  cost  approximately  $3,152.
     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.  The Corporation had domestic and foreign; short-term uncommitted
credit  lines with banks approximating $75,000 ($11,748 outstanding at March 31,
2001) in addition to $215,000 ($144,340 outstanding at March 31, 2001) 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 2001, 2000 and 1999 were
as  follows:


                                      2001      2000      1999
                                    ---------  -------  ---------
<S>                                 <C>        <C>      <C>
Cash provided by:
Operations                          $ 59,070   $59,834  $ 80,456
Proceeds from disposition of
fixed assets, certain business and
available-for-sale securities         16,749    13,453       101
Option exercises                         ---       ---       162
Net increase in borrowings            32,962       ---   135,325
                                    ---------  -------  ---------
                                    $108,781   $73,287  $216,044
Cash used for:
Capital expenditures                $ 22,437   $24,039  $ 20,036
Business acquisitions                 88,630    26,351   175,501
Purchase of treasury shares              196       ---     3,508
Dividend payments                      2,493     2,133     2,011
Net decrease in borrowings               ---    20,660       ---
                                    ---------  -------  ---------
                                    $113,756   $73,183  $201,056
Other - net                          ($2,595)  $ 2,384     ($345)
                                    ---------  -------  ---------
Net increase (decrease) in cash     =========  =======  =========
balances                             ($7,570)  $ 2,488  $ 14,643
                                    =========  =======  =========

</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 continually
addressing  these  issues and does not expect the Euro to have a material effect
on  its  financial  condition  or  results  of  operations.
ENVIRONMENTAL  MATTERS
     As  manufacturers  and distributors of specialty chemicals and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
     The Corporation has incurred, and will continue to incur, significant costs
and  capital  expenditures  in  complying  with these laws and regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
     The  Corporation's  nature  of  operations  and  products  (including  raw
materials)  exposes  it  to  the  risk  of liabilities or claims with respect to
environmental  cleanup  or other matters, including those in connection with the
disposal  of  hazardous  materials.  The  Corporation  has  been  named  as  a
potentially  responsible party ("PRP") at three Superfund sites.  There are many
other  PRPs  involved  at  each of these sites. 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 environmental investigations
and  remediation  estimates  produced  by  remediation  contractors.  While  the
ultimate  costs  of  such  liabilities are difficult to predict, the Corporation
does  not  expect  that  its costs associated with these sites will be material.
     In  addition, some of the Corporation's facilities have an extended history
of  chemical  processes  or other industrial activities.  Contaminants have been
detected  at  some  of  these  sites, with respect to which the Corporations ise
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into the extent of contamination, however, are ongoing with respect to some of
these sites. To the extent the Corporation's liabilities exceed $2 million, it
may be entitled to additional indemnification payments.  Such recovery  may  be
uncertain, however, and would likely involve significant  litigation  expense.
     The  Corporation does not anticipate that it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
     Legal  Proceedings
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in November of 1994, together with other information relating to
operations  and  compliance  at the Huntingdon Avenue facility.  The Corporation
was subsequently informed that it is a subject of the grand jury's investigation
in  connection  with  alleged criminal violations of the federal Clean Water Act
pertaining  to  its wastewater handling practices.  The Corporation has retained
outside  law  firms  to assist in complying with the subpoena and the underlying
investigation.  It  has cooperated from the outset with the investigation and is
currently  involved  in  informal  negotiations  with the Government with a view
towards  settling any and all charges in this matter without resort to trial. At
this  time  of  these negotiations it is too speculative to quantify the precise
financial  implications  to  the  Corporation.
     In  addition,  two of the Corporation's former employees, who worked at the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were recently sentenced to fines of $25,000 and $10,000 and 2 years
probation,  as  well  as  community  service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was named in a
civil  lawsuit  commenced  in  the  Superior  Court  of the State of Connecticut
brought  by  the  Connecticut  Department  of  Environmental Protection alleging
various  compliance  violations  at  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the management of waste materials.  The complaint alleges violations of its
permits  issued  under the Federal Clean Water Act and the Resource Conservation
and  Recovery Act, as well as procedural, notification and other requirements of
Connecticut's  environmental regulations over the foregoing period of time.  The
Corporation  is vigorously defending this complaint.  It currently believes that
the  outcome  of  this  proceeding  will  not  materially affect its business or
financial  position,  however, the proceeding is in the early stages. Therefore,
at this time it is too speculative to quantify the financial implications to the
Corporation.

FORWARD-LOOKING  STATEMENTS
     This  report  and  other  Corporation  reports  include  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to analyses and other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.
     The words "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and beliefs concerning future events affecting the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors discussed elsewhere in this report.
     All  forward-looking  statements  should  be  considered  in light of these
factors.  The  Corporation  undertakes  no  obligation to update forward-looking
statements  or  risk  factors  to  reflect  new  information,  future  events or
otherwise.


<TABLE>
<CAPTION>


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

                                                           YEAR ENDED MARCH 31
                                                          ---------------------
                                                2001              2000               1999
                                            ------------  ---------------------  ------------
<S>                                         <C>           <C>                    <C>
Net sales                                   $   794,776   $            758,080   $   612,801
Costs and expenses:
   Cost of sales                                440,226                399,144       317,668
   Selling, technical and administrative        230,057                224,726       176,385
   Amortization of  intangibles,
   primarily goodwill                            20,641                 17,563        12,330
   Merger related costs                           1,473                  7,617           ---
   Restructuring costs                            6,663                    ---           ---
   Impairment charge                              4,800                    ---           ---
                                            ------------  ---------------------  ------------
                                                703,860                649,050       506,383
                                            ------------  ---------------------  ------------
          Operating profit                       90,916                109,030       106,418
Other income (expense):
   Interest income                                2,007                  2,007         2,221
   Interest expense                             (35,251)               (33,050)      (27,860)
   Miscellaneous, net                            (2,735)                  (935)        2,688
                                            ------------  ---------------------  ------------
                                                (35,979)               (31,978)      (22,951)
                                            ------------  ---------------------  ------------
Earnings before income taxes,
and extraordinary charge                         54,937                 77,052        83,467
Income taxes (note 6)                           (20,133)               (27,932)      (27,841)
                                            ------------  ---------------------  ------------
   Earnings before extraordinary charge          34,804                 49,120        55,626
Extraordinary charge due to early
  retirement of debt, net of tax benefit
  of $2,305                                         ---                 (3,762)          ---
                                            ------------  ---------------------  ------------

   Net earnings                             $    34,804                 45,358        55,626
                                            ============  =====================  ============

Earnings per share (note 1)
   Basic
     Earnings before extraordinary charge   $      1.12   $               1.58   $      1.79
     Extraordinary charge due to early
      retirement of debt, net of tax
       benefit                              $       ---   $              (0.12)  $       ---
                                            ------------  ---------------------  ------------
     Net earnings                           $      1.12   $               1.46   $      1.79
                                            ============  =====================  ============
   Diluted
     Earnings before extraordinary charge   $      1.07   $               1.52   $      1.72
     Extraordinary charge due to early
      retirement of debt, net of tax
       benefit                              $       ---   $              (0.12)  $       ---
                                            ------------  ---------------------  ------------
     Net earnings                           $      1.07   $               1.40   $      1.72
                                            ============  =====================  ============
Weighted average number of common
  shares outstanding (note 1):
     Basic                                   31,153,006             31,155,756    31,140,774
                                            ============  =====================  ============
     Diluted                                 32,400,385             32,429,450    32,421,296
                                            ============  =====================  ============

<FN>

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


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  INCOME
(In  thousands)


                                                    YEAR ENDED MARCH 31
                                                   ---------------------
                                           2001            2000             1999
                                         --------  ---------------------  --------
<S>                                      <C>       <C>                    <C>
Net earnings available for common
  shareholders                           $34,804   $             45,358   $55,626
Other comprehensive income:
   Foreign currency translation           (7,597)                  (449)    3,230
Additional minimum pension liability      (9,670)                   ---       ---
   Available-for-sale securities
    unrealized gain/(loss)-net of taxes      ---                    174      (174)
                                         --------  ---------------------  --------
Comprehensive income                     $17,537   $             45,083   $58,682
                                         ========  =====================  ========

<FN>


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


<TABLE>
<CAPTION>

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

ASSETS


                                                         MARCH 31
                                                         ---------
                                                      2001       2000
                                                    ---------  --------
<S>                                                 <C>        <C>
Current assets:
Cash and equivalents                                $  12,546  $ 20,116
Accounts receivable, less allowance for doubtful
   receivables of $11,758 and $10,541                 194,764   180,628
Inventories (note 2)                                  141,513   115,602
Prepaid expenses                                        6,365     6,977
Deferred income taxes (note 6)                         10,346     9,115
                                                    ---------  --------
              Total current asset                     365,534   332,438
                                                    ---------  --------
Net property, plant and equipment (note 3)            183,578   154,149
Goodwill, net of accumulated amortization of
   $36,062 and $25,332                                236,098   206,848
Patents, trademarks and other intangibles, net of
   accumulated amortization of $36,077 and
   $28,109                                             67,135    54,891
Deferred income taxes (note 6)                          5,559     7,505
Other assets, net                                      26,921    34,661
                                                    ---------  --------
                                                    $ 884,825  $790,492
                                                    =========  ========
<FN>

See  accompanying  notes  to  consolidated  financial  statements.

</TABLE>


<TABLE>
<CAPTION>


LIABILITIES  &  SHAREHOLDERS  '  EQUITY


                                                        MARCH 31
                                                       ----------
                                                     2001       2000
                                                  ----------  ---------
<S>                                               <C>         <C>
Current liabilities:
Notes payable (note 4)                            $  11,748   $  4,561
Current installments of long-term obligations
   (note 8)                                          68,517     46,349
Accounts payable                                     81,204     62,922
Dividends payable                                       623        623
Accrued compensation                                 18,121     18,937
Accrued expenses, other                              48,997     51,761
Income taxes (note 6)                                10,635     13,967
                                                  ----------  ---------
              Total current liabilities             239,845    199,120
                                                  ----------  ---------
Long-term obligations (note 8)                      392,619    360,348
Accrued post-retirement benefits, less current
   portion (note 5)                                  17,355      7,239
Deferred income taxes (note 6)                        4,337     10,531
                                                  ----------  ---------
              Total liabilities                     654,156    577,238
                                                  ----------  ---------
Shareholders' equity (note 10):
Common stock. Authorized 75,000,000 shares;
   issued 45,408,464 shares in 2001 and
   45,412,325 shares in 2000 at stated value of
   $1.00 per share                                   45,408     45,412
Additional paid-in capital                           16,437     13,866
Retained earnings                                   249,460    217,149
Accumulated other comprehensive income
   Equity adjustment from foreign currency
    translation                                     (12,659)    (5,062)
   Equity adjustment from additional minimum
pension liability                                    (9,670)       ---
Less cost of common shares in treasury;
14,277,610 in 2001 and 14,267,816 in 2000           (58,307)   (58,111)
                                                  ----------  ---------
              Total shareholders' equity            230,669    213,254
                                                  ----------  ---------
Contingencies and commitments (notes 1, 11 and
   12)
                                                  $ 884,825   $790,492
                                                  ==========  =========

<FN>

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


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(In  thousands)


                                                             YEAR ENDED MARCH 31
                                                             -------------------
                                                   2001             2000              1999
                                                 ---------  ---------------------  ----------
<S>                                              <C>        <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                   $ 34,804   $             45,358   $  55,626
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
     Depreciation                                  22,193                 18,895      14,522
     Amortization of goodwill and other
      intangible assets                            20,641                 17,563      12,330
     Provision for bad debts                        3,859                  2,473       1,507
     Deferred income taxes                         (5,479)                (3,994)     (1,388)
     Impairment charge                              4,800                    ---         ---


  Changes in assets and liabilities net of
   effects from acquisitions and dispositions:
     Decrease (increase) in receivables            (8,742)                (8,582)     (6,508)
     Decrease (increase) in inventories           (16,131)                (6,441)     (1,235)
     Decrease (increase) in prepaid expenses          435                  5,211      (5,353)
     Increase (decrease) in accounts payable          108                (11,778)     13,831
     Increase (decrease) in accrued Expense        (5,092)                 2,395      (9,916)
     Increase (decrease) in income tax
       Liabilities                                  5,818                  1,585       4,497
     Other                                          1,856                 (2,851)      2,543
                                                 ---------  ---------------------  ----------
           Net cash flows provided by
            operating activities                   59,070                 59,834      80,456
                                                 ---------  ---------------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                            (22,437)               (24,039)    (20,036)
  Proceeds from disposition of fixed assets         6,784                    641         101
  Sale/(purchase) of available-for-sale
   Securities                                         ---                  1,147        (261)
  Acquisitions of businesses                      (88,630)               (26,351)   (175,501)
  Dispositions of businesses                        9,965                 11,665         ---
                                                 ---------  ---------------------  ----------
           Net cash flows used in investing
            Activities                            (94,318)               (36,937)   (195,697)
                                                 ---------  ---------------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term (repayments) borrowings - net .      (14,749)                (1,070)     90,281
  Long-term borrowings                            105,344                 17,350     317,355
  Long-term repayments                            (57,633)               (36,940)   (272,311)

  Exercise of stock options                           ---                    ---         162
  Acquisition of treasury stock (note 10)            (196)                   ---      (3,508)
  Dividends paid                                   (2,493)                (2,133)     (2,011)
                                                 ---------  ---------------------  ----------
           Net cash flows provided by (used in)
            financing activities                   30,273                (22,793)    129,968
EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND EQUIVALENTS                                  (2,595)                 2,384         (84)
                                                 ---------  ---------------------  ----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                      (7,570)                 2,488      14,643

CASH AND CASH EQUIVALENTS AT BEGINNING OF
  YEAR (NOTE 1(A))                               $ 20,116   $             17,628   $   4,793
                                                 ---------  ---------------------  ----------
                                                 ---------  ---------------------  ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR         $ 12,546   $             20,116   $  19,436
                                                 =========  =====================  ==========
                                                 =========  =====================  ==========
CASH PAID FOR INTEREST                           $ 33,593   $             32,004   $  24,705
                                                 =========  =====================  ==========
                                                 =========  =====================  ==========
                                                 =========  =====================  ==========
CASH PAID FOR INCOME TAXES                       $ 20,592   $             27,634   $  19,872
                                                 =========  =====================  ==========

<FN>


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


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY

SHAREHOLDERS  '  EQUITY
(Note  1(h)  and  10)
(In  thousands)


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



<S>                           <C>      <C>          <C>        <C>             <C>        <C>
Balance at March 31, 1998     45,264        3,833    119,664          (7,843)   (54,603)        106,315
Exercise of 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
                              -------  -----------  ---------  --------------  ---------  --------------

Exercise of 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
                              -------  -----------  ---------  --------------  ---------  --------------

Exercise of stock options        ---           45        ---             ---        ---              45
Stock awards (cancelled)          (4)         (13)       ---             ---        ---             (17)
Net earnings                     ---          ---     34,804             ---        ---          34,804
Cash dividends                   ---          ---     (2,493)            ---        ---          (2,493)
Tax benefit (note 6)             ---        2,539        ---             ---        ---           2,539
Currency translation             ---          ---        ---          (7,597)       ---          (7,597)
Additional minimum pension
Liability                        ---          ---        ---          (9,670)       ---          (9,670)
Shares acquired                  ---          ---        ---             ---       (196)           (196)
                              -------  -----------  ---------  --------------  ---------  --------------
Balance at March 31, 2001     45,408       16,437    249,460         (22,329)   (58,307)        230,669
                              =======  ===========  =========  ==============  =========  ==============

<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. 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.  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 year
ending  March 31, 1999 include Polyfibron for the year ending December 31, 1998.
     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 were used for operations and investing activities, respectively, and net
cash and cash equivalents of $16,164 were 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.
     Statement  of  Financial  Accounting  Standards No. 121, Accounting for the
Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  to  Be  Disposed Of
(SFAS121)  requires  the  Corporation  to assess the carrying value of property,
plant  and  equipment  at  each  balance  sheet date.  At March 31, 2001 certain
assets  were  considered  impaired,  because it was determined that, due to
continuing losses at a start-up facility,  the  Corporation  would  be  unable
to recover their remaining net book value.  Accordingly, a $4,800 charge to
earnings was recorded in fiscal 2001 for those  assets.  These  assets,  which
are  primarily  used in the production of printed  circuit boards, are expected
to be taken out of service within the next three  to  six  months.
(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 periods of amortization 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 $36,062 and $25,332 at March 31, 2001
and  2000,  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  goodwill  or other
intangible  assets as of March 31, 2001 or 2000.
(G)  EMPLOYEE  BENEFITS.  The Corporation sponsors a variety of employee benefit
programs,  of  which  most  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.
  POST-RETIREMENT.  The Corporation currently accrues for post-retirement health
care  benefits  for most U.S. employees. The post-retirement health care plan is
unfunded.
  POST-EMPLOYMENT.  The  Corporation  currently  accrues  for  post-employment
disability  benefits  to  employees  meeting specified service requirements. The
post-employment  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.  The accumulated
currency  translation  adjustment  for  foreign  operations  and  adjustment for
additional  minimum  pension  liability are shown separately on the Consolidated
Balance  Sheet.
(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 or variable rates 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 Corporation had foreign currency forward
contracts  outstanding  to reduce its exposure to possible future changes in the
Deutsche  Mark  for  which  there is a short-term equipment purchase commitment.
The  estimated  fair value of these financial instruments at March 31, 2001 is a
liability  of  $927  based on the quoted market price from the banks 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  $7,597  and  $449 in 2001 and 2000, respectively, and an increase in
equity  of  $3,230  in  1999.  Foreign  currency  transactions  included  in the
consolidated statements of earnings resulted in a loss of $475 in 2001 and gains
of  $352  and  $385  in  2000  and  1999,  respectively.
(K)  REVENUE  RECOGNITION.  Sales,  including  freight charged to customers, are
recorded  when  products  are shipped to the customer. Commissions and royalties
are  recorded  when  earned.
(L)  RESEARCH  AND  DEVELOPMENT.  Research  and  development  costs,  charged to
expenses  as incurred, were $24,466, $22,548 and $21,500 in 2001, 2000 and 1999,
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 (EPS).  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.


<TABLE>
<CAPTION>

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


                                     2001        2000        1999
                                  ----------  ----------  ----------
<S>                               <C>         <C>         <C>
Basic                             31,153,006  31,155,756  31,140,774
Dilutive effect of stock options     246,027     272,342     279,170
Dilutive effect of warrants        1,001,352   1,001,352   1,001,352
                                  ----------  ----------  ----------
Diluted                           32,400,385  32,429,450  32,421,296
                                  ==========  ==========  ==========
</TABLE>


(P) RECENT ACCOUNTING STANDARDS. In 1998, the FASB issued Statement of Financial
Accounting  Standard  No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS133).  The Corporation adopted SFAS133 on April 1, 2001 and will
achieve  hedge  accounting  treatment for substantially all of the Corporation's
business transactions whose risks are covered using derivative instruments.  The
hedge  accounting  treatment  provides  for  the  deferral of gains or losses on
derivative  instruments  until such time as the related transactions affect
earnings. The Corporation estimates that if it had accounted for its derivatives
in accordance with the new standard as of March 31, 2001, liabilities totaling
$927 would have been recorded on the balance sheet with an offsetting entry to
Accumulated Other Comprehensive  Income.
     Effective  March  31,  2001,  the  Corporation adopted Emerging Issues Task
Force  Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs.  As
a  result, freight charged to customers is included in sales and freight expense
is included in ST&A.  Prior amounts have been restated to conform to the current
presentation  by  reclassifying freight expense of $2,840, $2,034 and $2,197 for
2001,  2000  and  1999, respectively.  Freight expense recorded in ST&A expenses
was  $7,179,  $7,008  and  $6,284  for  2001,  2000  and  1999,  respectively.
(Q)  ACQUISITIONS.  Late in fiscal 2001, the Corporation acquired a 60% interest
in Eurocir S.A., a printed circuit board manufacturer based in Spain.  The total
purchase  price  of  approximately  $31,000  was  accounted  for  as  a purchase
transaction  and  included inventory, fixed assets and goodwill of approximately
$24,000  which  is  being  amortized  over 15 years.  The consolidated operating
results  have included the results of Eurocir S.A. since January 1, 2001 and the
associated  minority  interest is reflected in the financial statements at March
31,  2001.  The  purchase and sale agreement includes a put and call arrangement
for  the remaining 40% interest which expires after the fifth anniversary of the
closing  date.  The  purchase price for the remaining 40% is based on a multiple
of earnings from operations before interest, taxes on earnings, depreciation and
amortization ("EBITDA") during that period. The acquisition was financed through
bank  borrowings  under  the  revolving  credit  facility.
     On  June  13, 2000, the Corporation acquired the assets, subject to certain
liabilities,  of the digital graphics business unit of VirtualFund.com, Inc. and
those  results  are  included  in  the consolidated operating results since that
date.  The  acquisition was financed through bank borrowings under the revolving
credit  facility.  The  total  purchase  price  of  approximately  $47,000  was
accounted  for  as  a purchase transaction and included inventory, fixed assets,
goodwill  and  other  intangible  assets.  The  goodwill  and  intangibles  of
approximately  $25,000  and  $17,000,  respectively, are being amortized over 15
years.


<TABLE>
<CAPTION>

The  following  unaudited pro forma summary of consolidated results is presented
as  if  these  acquisitions had occurred on April 1, 1999 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.


<S>                                      <C>       <C>

(In thousands except per share amounts)
---------------------------------------
(unaudited)                                  2001      2000
                                         --------  --------
Net sales                                $857,769  $893,975
Net earnings                             $ 34,337  $ 43,422
Diluted, earnings per share              $   1.06  $   1.34

</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  acquisitions  had commenced at that date, nor are they indicative of future
results.
     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.

     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 elimination 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,  2001, liabilities of $2,092 for reorganization and $1,880 for environmental
remained  on  the  Consolidated  Balance  Sheet.


<TABLE>
<CAPTION>


     The  following  table  shows  the  acquisition reserves balance included in
other  accrued  liabilities  on  the
consolidated balance sheets at March 31, 2001.  The activity is shown cumulative
since  inception  and  fiscal  2001
activity  included  amounts  paid  of  $621:
(In  thousands)


Description            Inception    Paid    Adjustments    2001
---------------------  ----------  ------  -------------  ------
<S>                    <C>         <C>     <C>            <C>
U.S. facilities        $    3,550  $2,954  $      1,035   $1,631
Overseas facilities           650      73          (150)     427

U.S. redundancies             700   1,166           500       34
Overseas redundancies       1,350   3,950         2,600        0

U.S. environmental          2,000     120             0    1,880
                       ----------  ------  -------------  ------
Total                  $    8,250  $8,263  $      3,985   $3,972
                       ==========  ======  =============  ======
</TABLE>


(R)  RESTRUCTURING  CHARGES. The Corporation embarked on a restructuring program
during  the  second quarter of fiscal 2001 in effort to strategically reposition
its  operations  for  both  Graphic  Arts  and  Advanced  Surface  Finishes.
Acquisitions  over the past two years had significantly increased the operations
and  the  Corporation  took  action to reduce its cost structure.  In connection
with  these  actions,  restructuring  charges of $6,663 were recorded during the
second through the fourth quarters of fiscal 2001.  The restructuring activities
primarily  related  to severance for management and office support redundancies.


<TABLE>
<CAPTION>

     The charge included cash payments of $3,980 for severance and other charges
of  $363  for  asset  write-off and lease costs.  Remaining balances recorded at
March  31, 2001 totaled $2,320, which will be relieved throughout fiscal 2002 as
the  payments  become contractually due. The following table shows the detail of
the  restructuring reserves balance included in other accrued liabilities on the
consolidated  balance  sheet  at  March  31,  2001:


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

Description                          Charge   Payments   Balance
-----------                          -------  ---------  --------
Severance                            $ 6,133  $   3,980  $  2,153
Lease cancellation/Asset write-offs      530        363       167
                                     -------  ---------  --------
  Total                              $ 6,663  $   4,343  $  2,320
                                     =======  =========  ========
</TABLE>


2.INVENTORIES
<TABLE>
<CAPTION>

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


                              2001      2000
                            --------  --------
<S>                         <C>       <C>
Finished goods              $ 75,788  $ 65,338
Raw materials and supplies    47,578    38,399
Equipment                     18,147    11,865
                            --------  --------
                            $141,513  $115,602
                            ========  ========
</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)


                                                  2001      2000
                                                --------  --------
<S>                                             <C>       <C>
Land and improvements                           $ 14,886  $ 14,204
Buildings and improvements                        82,196    86,087
Machinery, equipment and fixtures                198,774   153,030
                                                --------  --------
                                                 295,856   253,321
Less accumulated depreciation and amortization   112,278    99,172
                                                --------  --------
  Net property, plant and equipment             $183,578  $154,149
                                                ========  ========

</TABLE>


4.NOTES  PAYABLE
Notes  payable  at March 31, 2001 consisted of $11,748 of outstanding borrowings
under  available lines of credit aggregating approximately $75,000. 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 5.2% and 5.0% at the end of 2001
and  2000,  respectively.

5.EMPLOYEE  BENEFIT  &  STOCK  OPTION  PLANS

PENSION,  POST-RETIREMENT  &  POST-EMPLOYMENT  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 $2,347, $3,175 and
$3,010  in  2001,  2000  and  1999,  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 $7,110
and $10,421 at March 31, 2001 and 2000, 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.
POST-RETIREMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit
post-retirement  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.  In fiscal
2001, the recorded actuarial loss results primarily from a reduction in employee
contribution requirements.
     The  projected benefit obligation for the post-retirement plan at March 31,
2001 comprised 26% retirees, 4% fully eligible active participants and 70% 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.
POST-EMPLOYMENT  BENEFITS.  The  Corporation  sponsors  a  defined  benefit,
post-employment  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 post-retirement benefit plans with respect to the
Consolidated  Balance  Sheets  for  the  years  ended  March  31:
(in  thousands)


<S>                                                                 <C>                 <C>        <C>         <C>
                                                                    PENSION BENEFITS
                                                                    ------------------
                                                                                 2001                   2000
                                                                    ------------------             ----------
                                                                    DOMESTIC            FOREIGN    Domestic    Foreign
                                                                    ------------------  ---------  ----------  ---------
Reconciliation of Projected
Benefit Obligation:
Projected benefit obligation at
beginning of year                                                   $          33,117   $ 43,894   $  35,226   $ 43,764
Service cost (benefits earned
during the period)                                                              3,056        735       1,812        761
Interest cost on the projected
benefit obligation                                                              2,482      2,357       2,341      2,596
Plan participants contribution                                                      0        289           0        161
Liability increase due to transfers                                                 0      3,965           0          0
Actuarial (gain)/loss excluding
assumption change                                                                (490)       388          (9)         0
Actuarial (gain)/loss due to
assumption change                                                               2,605          0      (5,106)         0
Benefits paid                                                                  (1,341)      (922)     (1,147)    (2,058)
Curtailment gain                                                                 (365)         0           0          0
Translation difference                                                              0     (3,669)          0     (1,330)
                                                                    ------------------  ---------  ----------  ---------
Projected benefit obligation at
End of year                                                                    39,064     47,037      33,117     43,894
                                                                    ------------------  ---------  ----------  ---------

Reconciliation of Fair Value of
Plan Assets:
Fair value of plan assets at
beginning of year                                                              40,061     44,186      41,743     46,695
Actual return on plan assets (net
of expenses)                                                                   (3,913)    (3,146)       (535)       (48)
Transfers                                                                           0      3,965           0          0
Employer contribution                                                               0        490           0        288
Plan participants contribution                                                      0        289           0        161
Benefits paid                                                                  (1,342)      (922)     (1,147)    (2,058)
Translation difference                                                              0     (3,817)          0       (852)
Fair value of plan assets at end of
year                                                                           34,806     41,045      40,061     44,186
                                                                    ------------------  ---------  ----------  ---------


Funded Status:
Funded status                                                                  (4,258)    (5,992)      6,944        292
Unrecognized net actuarial
(gain)/loss                                                                     4,058      9,670      (5,690)     3,039
Unamortized prior service cost                                                    127          0         211          0
Unrecognized transition
obligation (asset)/obligation                                                       0          0        (229)         0

Net amount recognized                                                             (73)     3,678       1,236      3,331



Amounts recognized in the Consolidated Balance Sheet consists of:
Accrued benefit liability                                                         (73)    (5,992)      1,236      3,331
Accumulated other
comprehensive income                                                                0      9,670           0          0
                                                                    ------------------  ---------  ----------  ---------
Net amount recognized                                               $             (73)  $  3,678   $   1,236   $  3,331
                                                                    ==================  =========  ==========  =========

Weighted Average Assumptions:
Discount rate                                                                    7.25%       6.0%       7.75%       6.0%
Rate of compensation increase                                                     5.0%       4.5%        5.0%       4.5%
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
                                                                    --------------------------
                                                                                         2001        2000
                                                                    --------------------------  ----------
                                                                    DOMESTIC                    Domestic
                                                                    --------------------------  ----------
Reconciliation of Projected
Benefit Obligation:
Projected benefit obligation at
beginning of year                                                   $                   3,966   $   4,448
Service cost (benefits earned
during the period)                                                                        109          84
Interest cost on the projected
benefit obligation                                                                        387         286
Plan participants contribution                                                              0           0
Liability increase due to transfers                                                         0           0
Actuarial (gain)/loss excluding
assumption change                                                                       1,294          96
Actuarial (gain)/loss due to
assumption change                                                                         275        (433)
Benefits paid                                                                            (499)       (515)
Curtailment gain                                                                            0           0
Translation difference                                                                      0           0
                                                                    --------------------------  ----------
Projected benefit obligation at
End of year                                                                             5,532       3,966
                                                                    --------------------------  ----------

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
Transfers                                                                                   0           0
Employer contribution                                                                     499         515
Plan participants contribution                                                              0           0
Benefits paid                                                                            (499)       (515)
Translation difference                                                                      0           0
Fair value of plan assets at end of
year                                                                                        0           0
                                                                    --------------------------  ----------


Funded Status:
Funded status                                                                          (5,532)     (3,966)
Unrecognized net actuarial
(gain)/loss                                                                             1,720         231
Unamortized prior service cost                                                              0           0
Unrecognized transition
obligation (asset)/obligation                                                               0           0

Net amount recognized                                                                  (3,812)     (3,735)



Amounts recognized in the Consolidated Balance Sheet consists of:
Accrued benefit liability                                                              (3,812)     (3,735)
Accumulated other
comprehensive income                                                                        0           0
                                                                    --------------------------  ----------
Net amount recognized                                               $                  (3,812)  $  (3,735)
                                                                    ==========================  ==========

Weighted Average Assumptions:
Discount rate                                                                            7.25%       7.75%
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 post-retirement benefit plans with respect
to  the  Consolidated  Statements  of  Earnings  for  the  years  ended  March  31:
(in  thousands)


                                                          PENSION BENEFITS
                                                         ------------------
                                        2001               2000                   1999
                                 ------------------      ----------             ----------
<S>                              <C>        <C>       <C>       <C>        <C>         <C>
                                 DOMESTIC   FOREIGN   Domestic  Foreign    Domestic    Foreign
                                 ------------------  ---------  ---------- ---------   -------

Net Periodic Benefit Expense:
Service cost (benefits earned
during the period)             $   3,056   $    735   $   1,812 $    761   $   1,477   $    211
Interest cost on the projected
benefit obligation                 2,482      2,357       2,341    2,596       2,155        836
Expected return on plan
 assets                           (3,540)    (3,165)     (3,700)  (3,735)     (3,256)    (1,080)
Amortization of prior service
cost                                  58          0          58        0          58          0
Amortization of transition
obligation                          (229)         0        (229)       0        (229)      (168)
Recognized actuarial
 (gain)/loss                        (179)      (117)        (47)    (324)        (87)        15
Curtailment gain                    (339)         0           0        0           0          0

Net periodic benefit cost      $    1,309   $   (190)  $     235 $   (702)  $     118   $   (186)
                       ==================   =========  ========== ========= ==========  =========

                                          POST RETIREMENT BENEFITS
                                          -------------------------
                                           2001               2000       1999
                                 -------------------------  ---------  ---------
<S>                              <C>                        <C>        <C>
                                 DOMESTIC                   Domestic   Domestic
                                 -------------------------  ---------  ---------

Net Periodic Benefit Expense:
Service cost (benefits earned
during the period)               $                     109  $      84  $      83
Interest cost on the projected
benefit obligation                                     387        286        296
Expected return on plan
 assets                                                  0          0          0
Amortization of prior service
cost                                                    80         10          0
Amortization of transition
obligation                                               0          0          0
Recognized actuarial
 (gain)/loss                                             0          0          0
Curtailment gain                                         0          0          0

Net periodic benefit cost        $                     576  $     380  $     379
                                 =========================  =========  =========
</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
2001,  2000  and  1999, compensation expense relating to this plan was $45, $22,
and  $317,  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
a total of 472,947 restricted shares, having market prices of between $4-3/4 and
$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. No
compensation  expense  was  charged  during  2001.  During  2000  and  1999,
compensation  expense  relating  to this plan was $831 and $1,311, 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  1,006,650.  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.


<TABLE>
<CAPTION>

     Options  issued  under  the  Corporation's  stock  incentive  plans  and
outstanding at March 31, 2001 have exercise prices ranging from $1.79 to $55.50,
expiring  periodically through fiscal 2010, summarized in the following table as
of  March  31:


                                    NUMBER     WEIGHTED-AVERAGE
                                  OF OPTIONS    EXERCISE PRICE
                                  -----------  -----------------
<S>                               <C>          <C>
Outstanding 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

2001 ACTIVITY:
   GRANTED                           265,000   $           30.33
   EXERCISED                               0                   -
   FORFEITED                               0                   -
   OUTSTANDING AT MARCH 31, 2001   1,468,715   $           30.30
   EXERCISABLE AT MARCH 31, 2001   1,468,715   $           30.30
</TABLE>


<TABLE>
<CAPTION>

The following table summarizes information about fixed stock options outstanding
and  exercisable  at  March  31,  2001:


EXERCISE         NUMBER     WEIGHTED-AVERAGE  WEIGHTED-AVERAGE
PRICES         OUTSTANDING   REMAINING LIFE    EXERCISE PRICE
-------------  -----------  ----------------  -----------------
<S>            <C>          <C>               <C>
1.79-$2.00        450,000         2.6 years  $            1.90
30.33-$32.75      277,065         8.7 years  $           30.44
45.00-$55.50      741,650         8.1 years  $           47.44
               -----------  ----------------  -----------------
                 1,468,715         6.4 years  $          30.30
</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 2001, 2000
and  1999  would  have  been  reduced  to  the  following  pro  forma  amounts:


<TABLE>
<CAPTION>

(In  thousands,  except  per  share  amounts)


                                    2001     2000     1999
                                   -------  -------  -------
<S>                                <C>      <C>      <C>
Net earnings available for common
  shareholders
   As reported                     $34,804  $45,358  $55,626
   Pro forma                       $33,614  $40,377  $55,600

Net earnings per common share
  Basic
   As reported                     $  1.12  $  1.46  $  1.79
   Pro forma                       $  1.08  $  1.30  $  1.79
Diluted
   As reported                     $  1.07  $  1.40  $  1.72
   Pro forma                       $  1.04  $  1.25  $  1.71
</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
2001  was  $6.96  and  for  those  granted  in  2000 was $14.51 as determined by
utilizing  the  Black-Scholes  option-pricing  model  and  the  following  key
assumptions:
<TABLE>
<CAPTION>



                           2001      2000       1999
                         --------  ---------  --------
<S>                      <C>       <C>        <C>
Risk-free interest rate     6.50%      6.21%     5.15%
Expected option life     6 YEARS   10 years   6 years
Expected volatility         30.0%      33.3%     46.3%
Dividend yield               0.4%       0.3%      0.2%
</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>
                                2001
                           ----------
U.S. Federal     $  4,981  $  (1,758)  $ 3,223
State and local       939       (363)      576
Foreign            19,692     (3,358)   16,334
                 --------  ----------  -------
        Totals   $ 25,612  $  (5,479)  $20,133
                 ========  ==========  =======
                                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
                 ========  ==========  =======
</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)


                                   2001      2000      1999
                                 --------  --------  --------
<S>                              <C>       <C>       <C>
U.S. Federal statutory tax rate       35%       35%       35%
                                 ========  ========  ========
Taxes computed at U.S.
   statutory rate                $19,148   $26,970   $29,115
State income taxes, net of
   Federal benefit                   375       777     1,762
Foreign tax rate differential     (2,401)   (1,368)      106
Non-deductible goodwill            2,250     1,922        25
Acquisition costs                     --     1,043        --
Reduction of valuation reserve        --        --    (1,107)

Other, net                           761    (1,412)   (2,060)
                                 --------  --------  --------
   Actual income taxes           $20,133   $27,932   $27,841
                                 ========  ========  ========
Effective tax rate                  36.8%     36.3%     33.4%
                                 ========  ========  ========

</TABLE>


     Earnings  before income taxes included foreign earnings of $50,584, $56,283
and  $31,907  for  2001,  2000  and  1999,  respectively.
     The  Corporation  has  not  recognized  a  deferred  tax  liability for the
undistributed  earnings  of  foreign  subsidiaries  that arose in 2001 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 31, 2001, the undistributed earnings of
those subsidiaries were approximately $133,656.  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)


                                              2001      2000
                                            --------  --------
<S>                                         <C>       <C>
Deferred tax assets:
  Accounts receivable, primarily due to
   allowance for doubtful accounts          $ 2,670   $ 1,675
  Inventories                                 4,554     3,747
  Accrued liabilities                         5,698     2,859
  Acquisition accrued liabilities             7,101     6,446
  Employee benefits                           6,214     4,567
  Foreign tax credits                         1,505     1,896
  Foreign losses                              5,820     6,219
  Other                                       7,834     8,347
                                            --------  --------
     Total gross assets                      41,396    35,756
     Valuation reserve                       (5,820)   (6,218)
        Total gross deferred tax assets      35,576    29,538
Deferred tax liabilities:
  Plant and equipment, primarily due to
   depreciation.                              4,195     2,172
  Purchase accounting                        12,537    13,622
  Other                                       7,276     7,655
                                            --------  --------

     Total gross deferred tax liabilities    24,008    23,449
                                            --------  --------
        Net deferred asset/(liability)      $11,568   $ 6,089
                                            ========  ========
</TABLE>


     During  fiscal  2001,  2000  and  1999 the lapse of restrictions upon stock
exercised  under  the  stock option and award plans resulted in a tax benefit of
$2,539,  $3,917  and  $3,579,  respectively, which were recorded as increases to
additional  paid-in  capital.  The release of the valuation reserve for taxes in
the  amount of $398 was recorded as a decrease to goodwill.  The Corporation has
state NOL's of $17,064 and foreign NOL's of $12,406 available for utilization in
the  future.  The  carry-forward lives 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)


       BALANCE      ADDI-      ADDI-    DEDUC-   BALANCE
          AT        TIONS      TIONS    TIONS*      AT
      BEGINNING    CHARGED    DUE TO               END
      OF PERIOD      TO      ACQUISI-               OF
                  EARNINGS     TIONS              PERIOD
                  ---------  ---------           --------
<S>   <C>         <C>        <C>        <C>      <C>
2001  $   10,541  $   3,859  $     894  $ 3,536  $ 11,758
      ==========  =========  =========  =======  ========
2000  $   10,217  $   2,473         --  $ 2,149  $ 10,541
      ==========  =========  =========  =======  ========
1999  $    6,756  $   1,507  $   2,820  $   866  $ 10,217
      ==========  =========  =========  =======  ========
<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)


                                               2001      2000
                                             --------  --------
<S>                                          <C>       <C>
Term loan, unsecured, variable
  interest (7.94% at March 31, 2001) due in
   quarterly installments to 2005            $143,299  $166,970
Acquisition facility, unsecured, variable
  interest (7.39% at March 31, 2001) due
   in quarterly installments to 2005           47,973    62,379
Debenture, 3.5% interest due in quarterly
  installments to 2004                             85       143
Term loan, unsecured, variable interest
  (7.94% at March 31, 2001) due in
   quarterly installments to 2005              98,273   111,864
Revolving loan, unsecured, variable
  interest, due in 2005
     6.14% at March 31, 2001                   39,738    51,596
     6.14% at March 31, 2001                   12,106     7,604
     6.14% at March 31, 2001                   28,496        --
     7.01% at March 31, 2001                   64,000        --
Term loan, collaterized, variable interest
(8.94% at March 31, 2001) due in
 quarterly installments to 2006                 9,812        --
Term loan, collaterized, variable interest
  (6.14% at March 31, 2001) due in
   quarterly installments to 2006               1,499        --
Term loan, unsecured, variable interest
  (5.64% at March 31, 2001) due in
   quarterly installments to 2008               8,493        --
Capitalized lease obligations                   3,728     1,974
Other, due in varying amounts to 2008           3,634     4,167
                                             --------  --------
Total long-term obligations                   461,136   406,697
Less current portion                           68,517    46,349
                                             --------  --------
Long-term portion                            $392,619  $360,348
                                             ========  ========

</TABLE>


<TABLE>
<CAPTION>

 Minimum  future principal payments on long-term obligations subsequent to March
31,  2001  are  as  follows:
(In  thousands)


<S>         <C>
            $ 68,517
2002
2003          88,814
2004         236,778
2005          63,671
2006           2,145
Thereafter     1,211
            --------
Total       $461,136
            ========

</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, 2001, at
1.50%  above  the  London interbank market rate ("LIBOR").  U.S. LIBOR which was
6.44%  for  the U.S. dollar term loans, U.K. LIBOR which was 5.89% for the pound
sterling  acquisition facility and EUROBOR which was 4.64% for the Italian Lira,
French  Franc,  Spanish Pesetas and Euro borrowings. The European borrowings are
payable  in  Euros  under  the  revolving credit facility. At March 31, 2001 the
effective  interest  rate was 7.94% for the U.S. dollar term loan, 7.39% for the
pound  sterling  acquisition  facility  and  6.14%  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 $172,188 and the
total  debt  must  not  exceed  350%  of  net  worth.
     The  $215,000  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. The fixed rates are compared to the
applicable  three-month  LIBOR  rates  as a basis for payment, or receipt of the
rate  differential  as  applied to the notional amount of each swap transaction.
Pursuant  to the terms of certain of the agreements the Corporation has notional
coverage  for  the  following:
     Notional  US  dollar  coverage $18,214 expires June 29, 2001 compares fixed
5.6300%  rate  to  US  LIBOR
     Notional  US  dollar  coverage  $25,000  expires December 31, 2002 compares
fixed  5.5375%  rate  to  US  LIBOR
     Notional  US  dollar  coverage  $25,000  expires December 31, 2005 compares
fixed  5.5950%  rate  to  US  LIBOR
Notional  (GB pound 32,143) US dollar coverage $45,511 expires December 31, 2001
compares  fixed
   5.4180%  rate  to  UK  LIBOR
Notional  (Euro  7,747) US dollar coverage $6,801 expires June 30, 2004 compares
fixed  4.9000%  rate  to
   EUROBOR
Notional  (Euro  7,747)  US  dollar  coverage  $6,801 expires September 30, 2005
compares  fixed  5.1240%  rate
   to  EUROBOR
Notional  (Euro  6,817) US dollar coverage $5,986 expires June 30, 2005 compares
fixed  4.8825%  rate  to
   EUROBOR

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. In
addition, the Corporation operates a third reportable segment for the design and
manufacture  of  printed  circuit  boards.  These three 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,  metalization,  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 Electronics Manufacturing
segment produces a wide variety of single-sided and double-sided printed circuit
boards.
     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 three
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
including  unallocated  corporate assets which consist primarily of deferred tax
assets,  equity  method  investments  and  certain  other  long  term assets not
directly  associated  with  the  support  of  the  individual  operations.


<TABLE>
<CAPTION>

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



                                        2001       2000       1999
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
NET SALES TO UNAFFILIATED CUSTOMERS:
Graphic Arts                          $311,767   $293,459   $266,774
Advanced Surface Finishes              447,875    464,621    346,027
Electronics Manufacturing               35,134          0          0
                                      ---------  ---------  ---------
Consolidated Net Sales                $794,776   $758,080   $612,801
                                      =========  =========  =========
OPERATING PROFIT:
Graphic Arts                          $ 48,045   $ 58,413   $ 59,818
Advanced Surface Finishes               81,626     76,067     58,930
Electronics Manufacturing               (9,978)         0          0
                                      ---------  ---------  ---------
                                       119,693    134,210    118,748
Amortization of Intangibles            (20,641)   (17,563)   (12,330)
Merger Costs                            (1,473)    (7,617)         0
Restructuring Costs                     (6,663)         0          0
                                      ---------  ---------  ---------
Consolidated Operating Profit         $ 90,916   $109,030   $106,418
                                      =========  =========  =========
AMORTIZATION:
Graphic Arts                          $  8,788   $  7,030   $  6,445
Advanced Surface Finishes               11,484     10,533      5,885
Electronics Manufacturing                  369          0          0
                                      ---------  ---------  ---------
Consolidated Amortization             $ 20,641   $ 17,563   $ 12,330
                                      =========  =========  =========
DEPRECIATION:
Graphic Arts                          $  9,481   $  9,815   $  8,375
Advanced Surface Finishes                9,219      9,026      6,059
Electronics Manufacturing                3,282          0          0
Corporate-wide                             211         54         88
                                      ---------  ---------  ---------
Consolidated Depreciation             $ 22,193   $ 18,895   $ 14,522
                                      =========  =========  =========
CAPITAL EXPENDITURES:
Graphic Arts                          $  4,832   $ 11,826   $ 15,286
Advanced Surface Finishes               11,534     10,108      4,750
Electronics Manufacturing                2,781          0          0
Corporate-wide                           3,290      2,105          0
                                      ---------  ---------  ---------
Consolidated Capital Spending.        $ 22,437   $ 24,039   $ 20,036
                                      =========  =========  =========
IDENTIFIABLE ASSETS:
Graphic Arts                          $345,849   $314,215   $321,553
Advanced Surface Finishes              426,869    453,714    392,065
Electronics Manufacturing               91,665          0          0
Corporate-wide                          20,442     22,563     23,671
                                      ---------  ---------  ---------
Consolidated Assets                   $884,825   $790,492   $737,289
                                      =========  =========  =========
</TABLE>


<TABLE>
<CAPTION>

Worldwide  operations are summarized by geographic region (determined by customer location) in the following
table:
(In  thousands)


                                     UNITED STATES   OTHER AMERICAS    EUROPE   ASIA PACIFIC   CONSOLIDATED
                                     --------------  ---------------  --------  -------------  -------------
<S>                                  <C>             <C>              <C>       <C>            <C>
2001
-----
Net sales to unaffiliated customers  $      370,199  $        28,019  $261,141  $     135,417  $     794,776
Operating profit                             28,496            6,966    31,421         24,033         90,916
Identifiable assets                         364,182           16,224   416,717         87,702        884,825
2000
-----
Net sales to unaffiliated customers  $      361,780  $        28,687  $246,300  $     121,313  $     758,080
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  $      344,918  $        22,946  $156,383  $      88,554  $     612,801
Operating profit                             71,319            6,207    17,396         11,496        106,418
Identifiable assets                         377,830            5,830   292,255         61,374        737,289

</TABLE>


10.COMMON  AND  TREASURY  STOCK
The  Corporation's Restated Certificate of Incorporation provides for 75 million
authorized  common  shares.
Common  shares  issued  are  summarized  in  the  following  table  at March 31:
<TABLE>
<CAPTION>



                                                SHARES
                                              ----------
                                    2001         2000        1999
                                 -----------  ----------  ----------
<S>                              <C>          <C>         <C>
COMMON STOCK:
Balance - beginning of year      45,412,325   45,411,775  45,264,104
Shares issued - stock options            --           --      90,000
Shares issued - stock awards             --          550      57,671
Shares cancelled - stock awards      (3,861)          --          --
                                 -----------  ----------  ----------
Balance - end of year            45,408,464   45,412,325  45,411,775
                                 ===========  ==========  ==========
</TABLE>


     As  of  March  31,  2001,  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. ("Citicorp").  Under the terms of the warrants Citicorp
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
May  1,  2001, the Corporation issued 311,520 common shares upon the exercise of
the  same  number of warrants by Citicorp and cancellation of 18 warrants to
cover the exercise price, leaving 689,814 warrants outstanding.  The  Board  of
Directors,  on  July  22, 1998, 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. At March 31, 2001, there was a balance of such
outstanding  authorizations  totaling  174,326  shares.


<TABLE>
<CAPTION>



                                           SHARES
                                         ----------
                                2001        2000        1999
                             ----------  ----------  ----------
<S>                          <C>         <C>         <C>
TREASURY STOCK:
Balance - beginning of year  14,267,816  14,267,816  14,169,582
Shares acquired                   9,794          --      98,234
                             ----------  ----------  ----------
Balance - end of year        14,277,610  14,267,816  14,267,816
                             ==========  ==========  ==========
</TABLE>


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  $8,662,  $9,044,  and  $7,993 in 2001, 2000 and 1999, respectively, of which
$1,594,  $1,372,  and  $1,296,  respectively,  were  contingent  rentals.
     Minimum  lease  commitments  under  operating  leases  for the fiscal years
subsequent  to  March  31,  2001  are  as  follows:


<TABLE>
<CAPTION>

(In  thousands)


            COMMITMENTS   SUBLEASE   NET COMMITMENTS

<S>         <C>           <C>        <C>
2002        $      6,414  $   1,412  $          5,002
2003               3,368        368             3,000
2004               1,042        167               875
2005                 375         --               375
2006                 118         --               118
Thereafter            84         --                84
            ------------  ---------  ----------------
   Total    $     11,401  $   1,947  $          9,454
            ============  =========  ================
</TABLE>


12.CONTINGENCIES
     As  manufacturers  and distributors of specialty chemicals and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
     The Corporation has incurred, and will continue to incur, significant costs
and  capital  expenditures  in  complying  with these laws and regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
     The  Corporation's  nature  of  operations  and  products  (including  raw
materials)  exposes  it  to  the  risk  of liabilities or claims with respect to
environmental  cleanup  or other matters, including those in connection with the
disposal  of  hazardous  materials.  The  Corporation  has  been  named  as  a
potentially  responsible party ("PRP") at three Superfund sites.  There are many
other  PRPs  involved  at  each of these sites. 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 environmental investigations
and  remediation  estimates  produced  by  remediation  contractors.  While  the
ultimate  costs  of  such  liabilities are difficult to predict, the Corporation
does  not  expect  that  its costs associated with these sites will be material.
     In  addition, some of the Corporation's facilities have an extended history
of  chemical  processes  or other industrial activities.  Contaminants have been
detected  at  some  of  these  sites, with respect to which the Corporations ise
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into the extent of contamination, however, are ongoing with respect to some of
these sites.  To the extent the Corporation's liabilities exceed $2 million, it
may be entitled to additional indemnification payments.  Such  recovery  may be
uncertain, however, and would likely involve significant  litigation  expense.
     The  Corporation does not anticipate that it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
     Legal  Proceedings
     On  January  30,  1997,  the  Corporation was served with a subpoena from a
federal  grand  jury  in Connecticut requesting certain documents relating to an
accidental  spill  from  its  Huntingdon Avenue, Waterbury, Connecticut facility
that  occurred  in November of 1994, together with other information relating to
operations  and  compliance  at the Huntingdon Avenue facility.  The Corporation
was subsequently informed that it is a subject of the grand jury's investigation
in  connection  with  alleged criminal violations of the federal Clean Water Act
pertaining  to  its wastewater handling practices.  The Corporation has retained
outside  law  firms  to assist in complying with the subpoena and the underlying
investigation.  It  has cooperated from the outset with the investigation and is
currently  involved  in  informal  negotiations  with the Government with a view
towards  settling any and all charges in this matter without resort to trial. At
this  time  of  these negotiations it is too speculative to quantify the precise
financial  implications  to  the  Corporation.
     In  addition,  two of the Corporation's former employees, who worked at the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were recently sentenced to fines of $25,000 and $10,000 and 2 years
probation,  as  well  as  community  service.
     In  a  separate  matter,  on  July 26, 1999, the Corporation was named in a
civil  lawsuit  commenced  in  the  Superior  Court  of the State of Connecticut
brought  by  the  Connecticut  Department  of  Environmental Protection alleging
various  compliance  violations  at  its  Huntingdon  Avenue  and Freight Street
locations  between the years 1992 through 1998 relating to wastewater discharges
and  the management of waste materials.  The complaint alleges violations of its
permits  issued  under the Federal Clean Water Act and the Resource Conservation
and  Recovery Act, as well as procedural, notification and other requirements of
Connecticut's  environmental regulations over the foregoing period of time.  The
Corporation  is vigorously defending this complaint.  It currently believes that
the  outcome  of  this  proceeding  will  not  materially affect its business or
financial  position,  however, the proceeding is in the early stages. Therefore,
at this time it is too speculative to quantify the financial implications to the
Corporation.
     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  2001 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               One Financial Plaza
                         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, 2001 and 2000, 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 for the
year ended March 31, 1999 have been restated to reflect the pooling-of-interests
transaction  with  PTI, Inc. as described in Notes 1a and 1q 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
revenues constituting 37% of the related consolidated fiscal year March 31, 1999
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 is based solely on
the  report  of  the  other  auditors.
     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in  the United States of America. 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 report of
the  other  auditors  provide  a  reasonable  basis  for  our  opinion.
     In  our  opinion, based on our audits and the report 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, 2001 and 2000, and the results of
their  operations  and  their cash flows for each of the years in the three-year
period  ended  March 31, 2001 in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

/s/KPMG  LLP

May  18,  2001


<TABLE>
<CAPTION>


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

SELECTED  QUARTERLY  RESULTS


                                                         2001 BY QUARTERS
                                                         -----------------
                                     JUNE    SEPTEMBER       DECEMBER        MARCH     TOTAL
                                   --------  ----------  -----------------  --------  --------
<S>                                <C>       <C>         <C>                <C>       <C>
Net Sales                          $187,063    $198,720           $197,200  $211,793  $794,776
Gross Profit                        $91,657     $89,742            $86,250   $86,901  $354,550
Net Earnings                        $13,784      $9,376             $7,032    $4,612   $34,804
Diluted earnings per common share     $0.43       $0.29              $0.21     $0.14     $1.07

                                                          2000 by Quarters
                                                         -----------------
                                   June      September   December           March     Total
                                   --------  ----------  -----------------  --------  --------
Net Sales                          $182,646    $183,056           $202,117  $190,261  $758,080
Gross Profit                        $88,286     $87,027            $95,527   $88,096  $358,936
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

</TABLE>




<TABLE>
<CAPTION>


MARKET  RANGE  TRADING  RECORD


                               FISCAL 2001                Fiscal 2000
                              -------------              -------------
<S>                     <C>    <C>          <C>    <C>    <C>          <C>
QUARTER                 HIGH                LOW    High                Low
                        -----               -----  -----               -----
June                   $27.50              $18.75 $46.50              $32.00
September              $29.12              $19.25 $46.75              $28.88
December               $22.38              $16.25 $41.44              $30.56
March                  $21.56              $15.70 $41.81              $22.19

Closing price March 31              $18.08                     $26.50

</TABLE>




<TABLE>
<CAPTION>


DIVIDEND  RECORD


                     FISCAL 2001                       Fiscal 2000
                    -------------                     -------------
<S>        <C>       <C>          <C>        <C>       <C>          <C>
           RECORD    PAYABLE      AMOUNT     Record    Payable      Amount
           DATE      DATE         DECLARED   Date      Date         Declared
           --------  -----------  ---------  --------  -----------  ---------
QUARTER
June        6/15/00       7/3/00  $    0.02   6/15/99       7/1/99  $    0.02
September   9/15/00      10/2/00  $    0.02   9/15/99      10/1/99  $    0.02
December   12/15/00      1/10/01  $    0.02  12/15/99      1/10/00  $    0.02
March       3/15/01       4/2/01  $    0.02   3/15/00       4/3/00  $    0.02
</TABLE>


CORPORATE  INFORMATION
DIRECTORS:
DANIEL  H.  LEEVER,  Chairman  of  the  Board  and  Chief  Executive  Officer
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
T.  QUINN  SPITZER,  JR.,  Partner  of  McHugh  Consulting
CORPORATE  HEADQUARTERS:
245  Freight  Street
Waterbury,  Connecticut  06702
(203)  575-5700
AUDITORS:
KPMG  LLP
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
REGISTRAR  OF  STOCK  AND  TRANSFER  AGENT:
The  Bank  of  New  York,  Website  -  stock.bankofny.com
Send Email to:  Shareowner - svcs@bankofny.com
SHAREHOLDERS'  QUESTIONS:
Shareholders with questions concerning non-receipt of dividend checks, obtaining
a  duplicate  1099  statement, or of a general nature can call 1-877-268-5209 or
should  write  to:
     The  Bank  of  New  York
     Shareholder  Relations  Department  -  11E
     P.O.  Box  11258  -  Church  Street  Station
     New  York,  NY  10286
Send  certificates  for  transfer  and  address  changes  to:
The  Bank  of  New  York
Receive  and  Deliver  Department
P.O.  Box  11002  -  Church  Street  Station
New  York,  NY  10286
A  systematic investment service is available to all MacDermid shareholders. The
service  permits  investment  of MacDermid, Incorporated dividends and voluntary
cash  payments  in  additional  shares  of  MacDermid  stock.
MARKET  &  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 Registered Holders as
of May 31, 2001  -  800.  CUSIP-554273  102.
ANNUAL  MEETING:
The  Annual  Meeting of Shareholders will be held on Wednesday, July 25, 2001 at
3:00  p.m.,  at  Naugatuck Valley Community-Technical College, Fine Arts Center,
750  West Main Street,  Waterbury,  CT.