UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549 - 1004

                                    FORM 10-Q/A
                             Amendment No 1 to Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934
For  the  quarterly  period  ended  June  30,  2004
                                    ---------------

[  ]   TRANSITION  REPORT  PERSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
For  the  transition  period  from  _____________  to  _____________

                         COMMISSION FILE NUMBER  1-13889
                                                 -------

                             MacDermid, Incorporated
                             -----------------------
             (Exact name of registrant as specified in its charter)

                      Connecticut                          06-0435750
                     --------------                       ------------
           (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)

             245 Freight Street, Waterbury, Connecticut            06702
             -----------------------------------------------------------
            (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code  (203) 575-5700
                                                          ---------------

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by section 13 or 15(d) of the Securities and Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

Yes   X  No
    ---     --------
Indicate by check mark whether the registrant is an accelerated filer as defined
in  Rule  12b-2  of  the  Act.

Yes   X  No
    ---     --------

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

                 Class                       Outstanding  at  August  1,  2004
     ------------------------------          ---------------------------------
     Common  Stock,  no  par  value                   30,297,727  shares



                           Introductory  Note
This  Form  10-Q/A  is being filed solely for the purpose of making revisions to
Item  4,  Controls  and Procedures, previously included in our Form 10-Q for the
period  ended June 30, 2004.  In addition, we have included updated and amended
certifications  related  to  these  changes:
-     Exhibit  31.1  Principal Financial Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  31.2  Principal Executive Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  32  Written  Statement  of  Chief  Executive  Officer  and  Chief
Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  (18  U.S.C.  Section  1350)  and  for  the  purpose of complying with Rule
13a-14(b)  of  the  Securities  Exchange  Act  of  1934
These  items  are  hereby  amended  and restated to include a statement that our
principal  executive  and  financial officer have evaluated the effectiveness of
our  disclosure  controls  as  of  the  date  of  this  report.  The date of our
certifications  has  been  updated  to  include  the  amended  information.
Except  as  described  above,  we  have  not  amended  or modified the financial
information or other disclosures contained in our Form 10-Q as originally filed.
This  Form  10-Q/A  does  not  reflect  events occurring after the filing of the
original  Form 10-Q, nor does it modify or update the disclosures therein in any
way  other  than  as  required to reflect the amendments described above and set
forth  below.  The  following represents our Form 10-Q in its entirety including
amendments  to  only  those  items  set  forth  above.








                             MACDERMID, INCORPORATED
                                      INDEX

Part  I:     Financial  Information
Item  1:     Financial  Statements  (Unaudited)
               Consolidated  Balance  Sheets  as  of  June  30, 2004 and
                   December 31, 2003
               Consolidated  Statements  of  Earnings for the three- and six-
                   month periods ended  June  30,  2004,  and  2003
               Consolidated  Statements  of Cash Flows for the three-and six-
                   month periods ended  June  30,  2004,  and  2003
               Notes  to  Consolidated  Financial  Statements
Item  2:     Management's  Discussion  and  Analysis  of Financial Condition
               and Results  of  Operations
Item  3:     Quantitative  and  Qualitative  Disclosures  About  Market  Risk
Item  4:     Controls  and  Procedures
Part  II:    Other  Information
Item  1:     Legal  Proceedings
Item  2:     Changes  in  Securities  and  Use  of  Proceeds
Item  3:     Defaults  Upon  Senior  Securities
Item  4:     Submission  of  Matters  to  a  Vote  of  Security  Holders
Item  5:     Other  Information
Item  6:     Exhibits  and  Reports  on  Form  8-K
             Signatures




                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                        (Amounts in thousands of dollars)
<TABLE>
<CAPTION>



<S>                                               <C>           <C>
                                                    June 30,     December 31,
                                                      2004           2003
                                                  ------------  -------------
                                                  (Unaudited)
Assets
Current assets:
Cash and cash equivalents. . . . . . . . . . . .  $     90,919  $      61,294
Accounts receivable, net of allowance
for doubtful receivables of $12,075
and $11,908, respectively. . . . . . . . . . . .       140,285        137,149
Inventories. . . . . . . . . . . . . . . . . . .        77,039         75,775
Prepaid expenses . . . . . . . . . . . . . . . .         9,290          8,137
Deferred income taxes. . . . . . . . . . . . . .        22,534         22,960
                                                  ------------  -------------
    Total current assets . . . . . . . . . . . .       340,067        305,315

Property, plant and equipment, net
of accumulated depreciation of
$173,252 and $172,741, respectively. . . . . . .       106,907        113,642
Goodwill . . . . . . . . . . . . . . . . . . . .       194,200        194,200
Intangibles, net of accumulated amortization of
$11,144 and $10,266, respectively. . . . . . . .        29,211         30,061
Deferred income taxes. . . . . . . . . . . . . .        32,678         31,759
Other assets, net. . . . . . . . . . . . . . . .        18,202         22,258
                                                  ------------  -------------
                                                  $    721,265  $     697,235
                                                  ============  =============

<FN>

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



                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
      (Amounts in thousands of dollars except share and per share amounts)
<TABLE>
<CAPTION>



<S>                                          <C>           <C>
                                                June 30,     December 31,
                                                  2004           2003
                                              ------------  -------------
                                              (Unaudited)
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable. . . . . . . . . . . . . .  $    51,363   $      54,061
Accrued compensation. . . . . . . . . . . .       10,138          11,860
Accrued interest. . . . . . . . . . . . . .       12,730          12,732
Accrued income taxes payable. . . . . . . .        7,149           3,220
Other current liabilities . . . . . . . . .       43,217          43,750
                                             ------------  --------------
    Total current liabilities . . . . . . .      124,597         125,623
Long-term obligations . . . . . . . . . . .      301,127         301,203
Retirement benefits, less current portion .       20,123          20,679
Deferred income taxes . . . . . . . . . . .        7,209           6,232
Other long-term liabilities . . . . . . . .        4,391           4,486
                                             ------------  --------------
    Total liabilities . . . . . . . . . . .      457,447         458,223
                                             ------------  --------------

Shareholders' equity:
Common stock, authorized 75,000,000
shares, issued 46,827,701 at June 30, 2004,
and 46,813,138 shares at December 31,
2003, at stated value of $1.00 per share. .       46,828          46,813
Additional paid-in capital. . . . . . . . .       29,187          25,884
Retained earnings . . . . . . . . . . . . .      302,558         278,705
Accumulated other comprehensive income. . .          (42)          2,355
Less - cost of common shares held in
treasury, 16,547,686 at June 30, 2004,
16,548,604 at December 31, 2003.. . . . . .     (114,713)       (114,745)
                                             ------------  --------------
    Total shareholders' equity. . . . . . .      263,818         239,012
                                             ------------  --------------
Total liabilities and shareholders' equity   $   721,265   $     697,235
                                             ============  ==============
<FN>

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




                             MACDERMID, INCORPORATED
                       CONSOLIDATED STATEMENTS OF EARNINGS
           (Amounts in thousands of dollars except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>



<S>                                      <C>                            <C>                          <C>        <C>
                                                        THREE MONTHS ENDED JUNE 30,             SIX MONTHS ENDED JUNE 30,
                                                       2004                      2003               2004          2003
                                         -----------------------------  ------------------------  ---------     ---------

Net sales . . . . . . . . . . . . . . .  $                    165,053   $               155,320   $327,065      $308,123
Cost of sales . . . . . . . . . . . . .                        86,979                    81,526    171,465       161,787
                                         -----------------------------  ------------------------  ---------     ---------
    Gross profit. . . . . . . . . . . .                        78,074                    73,794    155,600       146,336

Operating expenses:
  Selling, technical and administrative                        46,227                    43,499     91,587        86,785
  Research and development. . . . . . .                         5,196                     4,860     10,553         9,726
                                         -----------------------------  ------------------------  ---------     ---------
                                                               51,423                    48,359    102,140        96,511
                                         -----------------------------  ------------------------  ---------     ---------
    Operating profit. . . . . . . . . .                        26,651                    25,435     53,460        49,825

Other income (expense):
  Interest income . . . . . . . . . . .                           184                       321        412           506
  Interest expense. . . . . . . . . . .                        (7,848)                   (8,046)   (15,667)      (15,669)
  Miscellaneous income. . . . . . . . .                           697                       132        439           339
                                         -----------------------------  ------------------------  ---------     ---------
                                                               (6,967)                   (7,593)   (14,816)      (14,824)

Earnings from continuing operations
  before income taxes . . . . . . . . .                        19,684                    17,842     38,644        35,001
Income taxes. . . . . . . . . . . . . .                        (6,299)                   (5,708)   (12,366)      (11,199)
                                         -----------------------------  ------------------------  ---------     ---------
Earnings from continuing operations . .                        13,385                    12,134     26,278        23,802
Discontinued operations, net of tax . .                             -                        (4)         -          (106)
                                         -----------------------------  ------------------------  ---------     ---------
Net earnings. . . . . . . . . . . . . .  $                     13,385   $                12,130   $ 26,278      $ 23,696
                                         =============================  ========================  =========     =========


Basic earnings per common share:
   Continuing operations. . . . . . . .  $                       0.44   $                  0.38   $   0.87      $   0.75
   Discontinued operations. . . . . . .                             -                         -          -         (0.01)
                                         -----------------------------  ------------------------  ---------     ---------
      Net earnings per common share . .  $                       0.44   $                  0.38   $   0.87      $   0.74
                                         =============================  ========================  =========     =========

Diluted earnings per common share:
   Continuing operations. . . . . . . .  $                       0.43   $                  0.38   $   0.85      $   0.74
   Discontinued operations. . . . . . .                             -                         -          -             -
                                         -----------------------------  ------------------------  ---------     ---------
     Net earnings per common share. . .  $                       0.43   $                  0.38   $   0.85      $   0.74
                                         =============================  ========================  =========     =========

Weighted average common shares
outstanding:
  Basic . . . . . . . . . . . . . . . .                        30,280                    31,526     30,274        31,908
                                         =============================  ========================  =========     =========
  Diluted . . . . . . . . . . . . . . .                        31,014                    31,721     31,029        32,091
                                         =============================  ========================  =========     =========

Cash dividends per common share . . . .  $                       0.04   $                  0.02   $   0.08      $   0.04
                                         =============================  ========================  =========     =========

<FN>

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




                               MACDERMID, INCORPORATED
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Amounts in thousands of dollars)
                                     (Unaudited)
<TABLE>
<CAPTION>



                                                         SIX MONTHS ENDED JUNE 30,
                                                        ---------------------------
                                                           2004                2003
                                                ---------------------------  ---------
<S>                                             <C>                          <C>

Net cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . .  $                   26,278   $ 23,696
Adjustments to reconcile net income to
net  income from continuing operations:
Loss from discontinued operations, net of  tax                           -        106
                                                ---------------------------  ---------
Income from continuing operations. . . . . . .                      26,278     23,802

Adjustments to reconcile earnings from
continuing operations to net cash provided by
operating activities:
Depreciation . . . . . . . . . . . . . . . . .                       8,114      7,943
Amortization . . . . . . . . . . . . . . . . .                       1,451      1,620
Provision for bad debts. . . . . . . . . . . .                       1,507      2,538
Deferred income taxes. . . . . . . . . . . . .                         128          -
Stock compensation expense . . . . . . . . . .                       3,032      2,185
Changes in assets and liabilities
   (Increase) decrease in receivables. . . . .                      (6,824)       348
   Increase in inventories . . . . . . . . . .                      (2,269)    (1,221)
   Decrease in prepaid expenses. . . . . . . .                      (1,210)    (1,370)
   Increase (decrease) in accounts payable . .                      (3,117)       778
   Increase (decrease) in accrued expenses . .                      (1,411)       685
   Increase in income tax liabilities. . . . .                       3,943      2,201
   Other . . . . . . . . . . . . . . . . . . .                       4,508      2,988
                                                ---------------------------  ---------
Cash provided by continuing operations . . . .                      34,130     42,497

Cash provided by discontinued operations . . .                           -      2,513
                                                ---------------------------  ---------
   Net cash flows provided by operating
Activities . . . . . . . . . . . . . . . . . .                      34,130     45,010

Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . .                      (2,981)    (2,753)
  Proceeds from disposition of fixed assets. .                         537         52
                                                ---------------------------  ---------
  Net cash flows used in investing activities.                      (2,444)    (2,701)

Cash flows from financing activities:
  Net repayments of short-term borrowings. . .                        (498)    (5,674)
  Proceeds from long-term borrowings . . . . .                          25      3,570
  Repayments of long-term borrowings . . . . .                        (267)    (3,488)
  Issuance from (purchase of) treasury shares.                          31    (30,460)
  Proceeds from exercise of stock options. . .                         285          -
  Dividends paid . . . . . . . . . . . . . . .                      (1,212)    (1,293)
                                                ---------------------------  ---------
  Net cash flows used in financing activities.                      (1,636)   (37,345)

Effect of exchange rate changes on cash
and cash equivalents . . . . . . . . . . . . .                        (425)     1,320
                                                ---------------------------  ---------
Net increase in cash and cash equivalents. . .                      29,625      6,284
Cash and cash equivalents at beginning of
period . . . . . . . . . . . . . . . . . . . .                      61,294     32,019
                                                ---------------------------  ---------
Cash and cash equivalents at end of period . .  $                   90,919   $ 38,303
                                                ===========================  =========

Cash paid for interest . . . . . . . . . . . .  $                   15,078   $ 16,136
                                                ===========================  =========
Cash paid for income taxes . . . . . . . . . .  $                    5,355   $  4,827
                                                ===========================  =========
<FN>

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



                             MACDERMID, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (In thousands of dollars, except share and per share amounts)


NOTE  1.     Summary  of  Significant  Accounting  Policies

The  accompanying unaudited consolidated financial statements reflect all normal
and  recurring  adjustments that are, in the opinion of management, necessary to
present  fairly  the  financial  position  of  MacDermid,  Incorporated  and its
subsidiary companies as of June 30, 2004, and the results of operations and cash
flows  for  the three- and six-month periods ended June 30, 2004, and 2003.  The
results  of  operations  for  these  periods  are  not necessarily indicative of
trends, or of the results to be expected for the full year.  Certain information
and  footnote  disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted.  These  financial  statements  should  be  read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in  our  Annual  Report  for  the  year  ended  December  31,  2003.

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

Certain  amounts  in  our  2003 results have been reclassified to conform to the
current  year  presentation.


NOTE  2.     Earnings  Per  Common  Share  and  Other  Common  Share Information

Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  The computation of basic earnings per share is based upon
the  weighted  average  number of outstanding common shares.  The computation of
diluted  earnings  per  share  is  based  upon  the  weighted  average number of
outstanding  common shares plus the effect of all dilutive contingently issuable
common  shares  from  stock  options,  stock  awards  and  warrants  that  were
outstanding  during  the  period,  under  the treasury stock method.  Options to
purchase  1,287,100 and 1,909,847 shares of common stock were outstanding during
the  periods  ended  June  30,  2004,  and  2003,  but  were not included in the
computation  of diluted EPS because those options would be antidilutive based on
market  prices  as  of  June  30,  2004.

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


<TABLE>
<CAPTION>



                                                            Three Months Ended                 Six months ended
                                                                  June 30,                          June 30,
                                  ------------------------------------------------------  ----------------------
<S>                               <C>                          <C>                        <C>         <C>
                                            2004                           2003              2004        2003
                                  ---------------------------  -------------------------  ----------  ----------
Basic common shares. . . . . . .                   30,279,910                 31,526,408  30,273,670  31,908,054
Dilutive effect of stock options                      734,464                    194,551    754, 857     183,091
                                  ---------------------------  -------------------------  ----------  ----------
Diluted common shares. . . . . .                   31,014,374                 31,720,959  31,028,527  32,091,145
                                  ===========================  =========================  ==========  ==========
</TABLE>


On  May 7, 2003, we executed a purchase and sale agreement with a third party to
acquire 2,201,720 outstanding shares of MacDermid, Incorporated common shares on
or  before  November 3, 2003.  We purchased 1,350,000 on that date at $22.60 per
share,  with  the  balance  of  the  agreed-upon purchase option being exercised
during the third quarter of 2003.  Share purchases are reflected in our treasury
shares  balance  on our Consolidated Balance Sheets.  Refer to our Annual Report
for  the year ended December 31, 2003, for more information.  No share purchases
of this nature were made in the three or six month periods ending June 30, 2004.


NOTE  3.     Stock-Based  Plans

We  grant stock options to our Board of Directors and to our employees.  We also
grant  stock  award  to our Board of Directors.  The stock awards are granted at
fair  market  value  and the related expense is recognized at the date of grant.
The  amount  of expense recognized during the three- and six-month periods ended
June  30, 2004, and 2003, related to the stock awards was immaterial.  Effective
April  1,  2001,  we  adopted  the  fair value expense recognition provisions of
Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  (SFAS  123), prospectively, to all stock options granted, modified
or  settled  after April 1, 2001.  Accordingly, compensation expense is measured
using  the  fair  value  at the date of grant for options granted after April 1,
2001.  The  resulting  expense is amortized over the period in which the options
are  earned.  During  the  three- and six-month periods ended June 30, 2004, and
2003,  we  charged  $2,962 and $2,071, respectively, to expense related to stock
options.  Previously,  and  since April 1, 1996, we had adopted the
disclosure  requirements  of  SFAS  123  and  continued to account for our stock
options  by  applying  the expense recognition provisions of APB Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees  ("APB  25").

Had  we  used  the  fair  value expense recognition method of accounting for all
stock  options granted under its plans between April 1, 1996, and April 1, 2001,
net  earnings  and  net  earnings  per common share for the three- and six-month
periods  ended June 30, 2004, and 2003, would have been reduced to the following
pro  forma  amounts:


<TABLE>
<CAPTION>



                                                                      Three Months Ended                   Six Months Ended
                                                                           June 30,                             June 30,
                                             ----------------------------------------------------------  -------------------
<S>                                          <C>                             <C>                          <C>       <C>
                                                         2004                          2003                 2004      2003
                                             ------------------------------  ---------------------------  --------  --------
Net earnings available for common
shareholders as reported. . . . . . . . . .  $                      13,385   $                   12,130   $26,278   $23,696
                                             ------------------------------  ---------------------------  --------  --------
Add: stock based employee compensation
expense included in reported net income,
net of related tax effects. . . . . . . . .                          1,001                          785     2,062     1,486
Deduct: total stock based employee
compensation expense determined under
fair value based method for all awards, net
of related tax effects. . . . . . . . . . .                         (1,001)                        (863)   (2,140)   (1,724)
                                             ------------------------------  ---------------------------  --------  --------
Pro forma net earnings. . . . . . . . . . .  $                      13,385   $                   12,052   $26,200   $23,458
                                             ==============================  ===========================  ========  ========

Net earnings per common share:
  Basic
    As reported . . . . . . . . . . . . . .  $                        0.44   $                     0.38   $  0.87   $  0.74
    Pro forma . . . . . . . . . . . . . . .  $                        0.44   $                     0.38   $  0.87   $  0.74
  Diluted
    As reported . . . . . . . . . . . . . .  $                        0.43   $                     0.38   $  0.85   $  0.74
    Pro forma . . . . . . . . . . . . . . .  $                        0.43   $                     0.38   $  0.84   $  0.73
</TABLE>



NOTE  4.     Goodwill  and  Other  Intangible  Assets

Acquired  intangible  assets  as of June 30, 2004, and December 31, 2003, are as
follows:


<TABLE>
<CAPTION>



<S>         <C>              <C>                  <C>      <C>              <C>             <C>
                                                       As of
                                June 30, 2004                            December 31, 2003
            ---------------------------------------------  ----------------------------------------
              Gross Carrying     Accumulated        Net      Gross Carrying   Accumulated     Net
                   Amount        Amortization      Amount        Amount       Amortization   Amount
            ---------------  -------------------  -------  ---------------  --------------  -------
Patents. .  $        17,581  $           (7,510)  $10,071  $        17,566  $      (6,851)  $10,715
Trademarks           20,153              (2,030)   18,123           20,133         (1,951)   18,182
Others . .            2,621              (1,604)    1,017            2,628         (1,464)    1,164
            ---------------  -------------------  -------  ---------------  --------------  -------
   Total .  $        40,355  $          (11,144)  $29,211  $        40,327  $     (10,266)  $30,061
            ===============  ===================  =======  ===============  ==============  =======
</TABLE>


Included  in  the  table above is the net carrying amount of $16,256 at June 30,
2004, and December 31, 2003, for trademarks which are not being amortized due to
the  indefinite life associated with these assets.  Amortization expense related
to amortization of intangible assets for the three month periods ending June 30,
2004,  and  2003, was $441 and $562, respectively.  Amortization expense related
to  amortization  of intangible assets for the six month periods ending June 30,
2004,  and  2003,  was  $878  and  $1,062,  respectively.

Useful  lives  for  amortizable  patents  are  approximately  15  years.  Other
intangible  assets  have  useful  lives  of  5  to  30  years.

Amortization expense for intangible assets is expected to approximate $1,756 for
each  of  the  next  five  years.

Goodwill  carrying amounts for the periods ended June 30, 2004, and December 31,
2003,  totaled  $194,200  and,  by  segment,  were:  Advanced Surface Finishing,
$122,070,  and  Printing  Solutions,  $72,130.

Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible  Assets  (SFAS  No.  142), stipulates that we are required to perform
goodwill and other intangible asset impairment tests on at least an annual basis
and  more  frequently  in  certain  circumstances.  We  will  perform our annual
impairment testing for 2004 during our fourth fiscal quarter.  Currently, we are
not aware of any event that occurred since our last impairment testing date that
would  have  caused  our  goodwill  or  intangible  assets  to  become impaired.


NOTE  5.     Comprehensive  Income

The  components  of  comprehensive  income  for the three- and six-month periods
ended  June  30,  2004,  and  2003,  are  as  follows:

<TABLE>
<CAPTION>



                                                                Three Months Ended                     Six Months Ended
                                                                      June 30,                              June 30,
                                           ----------------------------------------------------------  -----------------
<S>                                        <C>                             <C>                         <C>       <C>
                                                                    2004                         2003     2004      2003
                                           ------------------------------  --------------------------  --------  -------
Net earnings. . . . . . . . . . . . . . .  $                      13,385   $                   12,130  $26,278   $23,696
Other comprehensive income:
  Foreign currency translation adjustment                         (2,997)                       6,470   (2,397)    9,315
                                           ------------------------------  --------------------------  --------  -------
Comprehensive income. . . . . . . . . . .  $                      10,388   $                   18,600  $23,881   $33,011
                                           ==============================  ==========================  ========  =======
</TABLE>



NOTE  6.     Segment  Reporting

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

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

<TABLE>
<CAPTION>



                                                         Three Months Ended                          Six Months Ended
                                                                June 30,                                 June 30,
                                     -----------------------------------------------------------  --------------------
<S>                                  <C>                             <C>                          <C>        <C>
                                                     2004                       2003                2004       2003
                                     ------------------------------  ---------------------------  ---------  ---------
Results of operations by segment:
Net sales:
   Advanced Surface Finishing
Total segment net sales . . . . . .  $                      98,377   $                   87,733   $193,932   $174,262
Intersegment sales. . . . . . . . .                         (2,001)                      (2,106)    (4,068)    (3,664)
                                     ------------------------------  ---------------------------  ---------  ---------
 Net external sales for the segment                         96,376                       85,627    189,864    170,598
Printing Solutions. . . . . . . . .                         68,677                       69,693    137,201    137,525
                                     ------------------------------  ---------------------------  ---------  ---------
   Consolidated net sales . . . . .  $                     165,053   $                  155,320   $327,065   $308,123
                                     ==============================  ===========================  =========  =========

Operating profit (loss):
   Advanced Surface Finishing . . .  $                      15,729   $                   12,508   $ 30,466   $ 24,762
   Printing Solutions . . . . . . .                         10,922                       12,927     22,994     25,063
                                     ------------------------------  ---------------------------  ---------  ---------
     Consolidated operating profit.  $                      26,651   $                   25,435   $ 53,460   $ 49,825
                                     ==============================  ===========================  =========  =========
</TABLE>


<TABLE>
<CAPTION>



                                          As of
                                  June 30,     December 31,
<S>                              <C>         <C>
                                    2004           2003
                                 ----------  --------------
Identifiable assets by segment:
Advanced Surface Finishing. . .  $ 490,787   $     513,729
Printing Solutions. . . . . . .    231,002         268,204
Unallocated corporate assets. .    128,056          88,039
Intercompany eliminations . . .   (128,580)       (172,737)
                                 ----------  --------------
   Consolidated assets. . . . .  $ 721,265   $     697,235
                                 ==========  ==============
</TABLE>


NOTE  7.     Acquisition  Reserves

We  established  acquisition  reserves  (included in accrued expenses) in fiscal
year  1999 when recording the acquisition of W.Canning, plc.  The reorganization
of  employees  was  completed  in  2001.  The  reorganization  of  facilities is
proceeding  as  planned.  Five facilities have been closed with those activities
assimilated  elsewhere.  Negotiations  are  ongoing regarding the elimination of
certain  leased  facilities  and  sale  of  owned  facilities.  See  Note  11,
Contingencies  and  Legal  Matters,  regarding  environmental  activity at these
sites.

At  June 30, 2004, reserves of $405 remained in other accrued liabilities on the
consolidated  balance sheet, which relates to the facilities.  During the three-
and  six-months  ended  June  30,  2004,  we  made cash payments of $47 and $79,
respectively,  relating  to  these  reserves.


NOTE  8.      Discontinued  Operations

On  December  9, 2003, we sold our 60% interest in Eurocir S.A. (Eurocir) to the
40%  stakeholders  of Eurocir.  The Eurocir operations represented substantially
all  of the remaining electronics manufacturing segment and as such the sale was
accounted  for  as  discontinued  operations  in  accordance  with  Statement of
Financial Accounting Standards No.144, Accounting for the Disposal or Impairment
of  Long-Lived  Assets  ("SFAS  144"). The operating results and cash flows from
operations  of  the  electronics  manufacturing  segment  have  therefore  been
segregated from continuing operations on our consolidated statements of earnings
and  consolidated  statements  of  cash  flows  for all prior periods presented.

The  following  table  presents  the  amounts  segregated  from the consolidated
statements  of  earnings  and  reflected  as  discontinued  operations:


<TABLE>
<CAPTION>



<S>                                   <C>                   <C>
                                      Three Months Ended    Six Months Ended
                                         June 30, 2003         June 30, 2003
                                      --------------------  ------------------
Net Sales. . . . . . . . . . . . . .  $            21,790   $          42,573

Loss before income taxes . . . . . .                   (4)               (154)
Income tax benefit . . . . . . . . .                    -                  48
                                      --------------------  ------------------
Discountinued operations, net of tax  $                (4)  $            (106)
                                      ====================  ==================
</TABLE>


NOTE  9.

The major components of inventory at June 30, 2004 and December 31, 2003 were as
follows:

<TABLE>
<CAPTION>




<S>                         <C>             <C>
                             June 30, 2004   December 31, 2003
                            --------------  ------------------

Finished goods . . . . . .  $       40,157  $           37,396
Raw materials and supplies          29,794              30,062
Equipment. . . . . . . . .           7,088               8,317
                            --------------  ------------------
Inventories. . . . . . . .  $       77,039  $           75,775
                            ==============  ==================
</TABLE>


NOTE  10.  Postretirement  Benefits  Plans

The  following  table  shows  the components of the net periodic pension benefit
costs  we  incurred  in the three-and six-month periods ending June 30 2004, and
2003:

<TABLE>
<CAPTION>



                                                                                  PENSION BENEFITS
                                     -------------------------------------------------------------------------------
                                                          THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                                JUNE 30,                                JUNE 30,
                                     ----------------------------------------------------------  -------------------
<S>                                  <C>                             <C>                          <C>       <C>
                                                  2004                          2003                2004      2003
                                     ------------------------------  ---------------------------  --------  --------
Net periodic benefit cost:
Service Costs . . . . . . . . . . .  $                         936   $                      894   $ 1,872   $ 1,788
Interest Costs. . . . . . . . . . .                            898                          820     1,796     1,640
Expected return on plan assets. . .                           (876)                        (716)   (1,752)   (1,432)
Amortization of prior service costs                              6                            6        12        12
Recognized actuarial (gain)/loss. .                             83                           60       166       120
                                     ------------------------------  ---------------------------  --------  --------
Net periodic benefit cost . . . . .  $                       1,047   $                    1,064   $ 2,094   $ 2,128
                                     ==============================  ===========================  ========  ========
</TABLE>


The  estimated  net  periodic benefit cost for our other postretirement benefits
was  $160  and $320 for the three- and six-months ended June 30, 2004, and 2003,
respectively.

We  previously disclosed in our financial statements for the year ended December
31,  2003,  that  we expected to contribute $3,136 to our pension plans in 2004.
As  of  June  30,  2004,  $1,000  of contributions have been made.  We currently
expect  to  contribute $2,136 to our pension plans during the remainder of 2004.


NOTE  11.     Contingencies,  Environmental  and  Legal  Matters

Environmental  Issues:

The nature of the our operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect to environmental cleanup or other matters, including those in connection
with  the disposal of hazardous materials.  As such, we are subject to extensive
U.S.  and  foreign laws and regulations relating to environmental protection and
worker  health  and  safety,  including those governing discharges of pollutants
into  the air and water, the management and disposal of hazardous substances and
wastes,  and the cleanup of contaminated properties.  We have incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws  and  regulations.  We  could  incur  significant  additional costs,
including cleanup costs, fines and sanctions and third-party claims, as a result
of  violations  of  or liabilities under environmental laws.  In order to ensure
compliance  with  applicable  environmental,  health  and  safety  laws  and
regulations, we maintain a disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at our plants to identify and categorize potential environmental
exposure.

We  are named as a potentially responsible party ("PRP") at two Superfund sites.
There  are  many  other PRPs involved at these sites.  We have recorded our 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, we do not expect that our
costs  associated  with  these  sites  will  be  material.

In  addition,  some  of  our  facilities  have  an  extended history of chemical
processes  or  other  industrial activities.  Contaminants have been detected at
some  of  these  sites,  with  respect  to which we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental  remediation  reserve, predominantly attributable to those Canning
sites  that  we believe will require environmental remediation.  With respect to
those  sites,  we also believe that our Canning subsidiary is entitled under the
Acquisition  Agreement  ("the  acquisition  agreement")  to  withhold a deferred
purchase  price  payment  of  approximately  $1,600.  We  estimate  the range of
cleanup  costs  at  the Canning sites between $2,000 and $5,000.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these sites.  To the extent our liabilities exceed $1,600, we may be entitled to
additional  indemnification  payments.  Such recovery may be uncertain, however,
and  would likely involve significant litigation expense.  We have instituted an
arbitration  to  enforce  the  obligations  of  other parties to the acquisition
agreement  concerning  the  remediation of the Kearney, New Jersey and Waukegan,
Illinois  sites.  The arbitration has been concluded with a confirmation, in our
favor,  that  the  former  primary  shareholders of the entity that operated the
Kearney, New Jersey site are responsible for its remediation to applicable state
standards  and  an  order  to  establish  a  time  line  for  completion  of the
remediation.  We  expect  that  the remediation will take several years.  We are
continuing  to  monitor  the  environmental  condition  at  the  Waukegan  site.
Significant  remediation  activities have already been concluded on the Waukegan
site,  however,  it  has  not yet been determined whether additional remediation
activities  will  be  required.  We  are  also  in the process of characterizing
contamination  at  our  Huntingdon Avenue, Waterbury, Connecticut site which was
closed  in  the  quarter  ended  September  30,  2003.  The  extent  of required
remediation  activities  at  the  Huntingdon  Avenue  site  has  not  yet  been
determined.  We  do  not  anticipate  that  we  will  be  materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning  sites  and  the  Huntingdon  Avenue, Waterbury,
Connecticut  site.  It  is  difficult,  however,  to predict the final costs and
timing  of  costs  of  site  remediation.  Ultimate  costs may vary from current
estimates and reserves, and the discovery of additional contaminants at these or
other  sites or the imposition of additional cleanup obligations, or third-party
claims  relating  thereto,  could  result  in  significant  additional  costs.

Legal  Proceedings:

From  time  to  time there are various legal proceedings pending against us.  We
consider  all  such proceedings to be ordinary litigation incident to the nature
of our business.  Certain claims are covered by liability insurance.  We believe
that  the  resolution  of  these claims, to the extent not covered by insurance,
will not individually or in the aggregate, have a material adverse effect on its
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.


NOTE  12.     Guarantor  Financial  Statements

MacDermid,  Inc.  ("Issuer")  issued  9  1/8%  Senior  Subordinated Notes ("Bond
Offering")  effective  June 20, 2001, for the face amount of $301,500, which pay
interest  semiannually  on  January  15th and July 15th and mature in 2011.  The
proceeds  were  used to pay down existing long-term debt.  This Bond Offering is
guaranteed  by  substantially  all  existing  and  future directly or indirectly
wholly-owned domestic restricted subsidiaries of MacDermid, Inc. ("Guarantors").
The  Guarantors,  fully,  jointly and severally, irrevocably and unconditionally
guarantee  the performance and payment when due of all the obligations under the
Bond  Offering.  Our  foreign subsidiaries ("Non-Guarantors") are not guarantors
of  the  indebtedness  under  the  Bond  Offering.

The  equity  method  was  used by MacDermid, Inc. with respect to investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with respect to investments in non-guarantor subsidiaries.  Financial statements
for  subsidiary  guarantors  are  presented as a combined entity.  The financial
information  includes  certain  allocations  of  revenues  and expenses based on
management's  best  estimates,  which  are  not  necessarily  indicative  of the
financial  position,  results  of  operations and cash flows that these entities
would  have achieved on a stand-alone basis.  Therefore, these statements should
be  read  in  conjunction  with  the consolidated financial statements and notes
thereto  included  in  our  Annual  Report for the year ended December 31, 2003.

The  following  financial  information  sets  forth  our Condensed Consolidating
Balance  Sheets  as  of  June  30,  2004,  and  December 31, 2003; the Condensed
Consolidating Statements of Earnings for the three- and six-month periods ending
June  30,  2004,  and  2003;  and the Condensed Consolidating Statements of Cash
Flows  for  the six months ending June 30, 2004, and 2003.


CONSOLIDATED  BALANCE  SHEETS
JUNE  30,  2004
(Unaudited)
<TABLE>
<CAPTION>




<PAGE>
<S>                          <C>         <C>            <C>             <C>             <C>
                                                                                             MACDERMID
                                           GUARANTOR     NONGUARANTOR                       INCORPORATED
                               ISSUER     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ----------  -------------  --------------  --------------  -----------------
Assets
---------------------------
Current assets:
Cash and cash equivalents .  $   58,128  $         968  $      31,822   $           -   $          90,919
Accounts receivables, net .      11,559         17,970        110,756               -             140,285
Due (to) from affiliates. .      23,884         65,573        (89,457)              -                   -
Inventories, net. . . . . .       6,734         23,936         46,369               -              77,039
Prepaid expenses. . . . . .       1,778          2,606          4,907               -               9,290
Deferred income taxes . . .      17,883              -          4,651               -              22,534
                             ----------  -------------  --------------  --------------  -----------------
Total current assets. . . .     119,966        111,053        109,048               -             340,067

Property, plant and
  equipment, net. . . . . .      14,071         36,673         56,163               -             106,907
Goodwill. . . . . . . . . .      21,680         68,574        103,946               -             194,200
Intangibles, net. . . . . .           -          5,338         23,873               -              29,211
Investments in subsidiaries     441,298        214,385              -        (655,683)                  -
Deferred income taxes . . .      19,745              -         12,933               -              32,678
Other assets, net . . . . .       6,538          4,850          6,814               -              18,202
                             ----------  -------------  --------------  --------------  -----------------
                             $  623,298  $     440,873  $     312,777   $    (655,683)  $         721,265
                             ==========  =============  ==============  ==============  =================
</TABLE>


CONSOLIDATED  BALANCE  SHEETS  (CONTINUED)
JUNE  30,  2004
(Unaudited)
<TABLE>
<CAPTION>




<PAGE>
<S>                                   <C>          <C>             <C>            <C>             <C>
                                                                                                      MACDERMID
                                                     GUARANTOR      NONGUARANTOR                     INCORPORATED
                                        ISSUER      SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    AND SUBSIDIARIES
                                      -----------  --------------  -------------  --------------  ------------------
Liabilities and Shareholders' equity
------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . .      10,209   $       7,082   $      34,072  $           -   $          51,363
Accrued compensation . . . . . . . .       3,003           1,767           5,368              -              10,138
Accrued interest . . . . . . . . . .      12,723               -               7              -              12,730
Accrued income taxes payable . . . .       1,939           1,728           3,482              -               7,149
Other current liabilities. . . . . .      13,179           5,707          24,331              -              43,217
                                      -----------  --------------  -------------  --------------  ------------------
Total current liabilities. . . . . .      41,053          16,284          67,260              -             124,597

Long-term obligations. . . . . . . .     300,323             422             382              -             301,127
Retirement benefits, less
current portion. . . . . . . . . . .      14,690               -           5,433              -              20,123
Deferred income taxes. . . . . . . .           -               -           7,209              -               7,209
Other long-term liabilities. . . . .       3,414              16             961              -               4,391
                                      -----------  --------------  -------------  --------------  ------------------
Total liabilities. . . . . . . . . .     359,480          16,722          81,245              -             457,447

Shareholders' equity:
------------------------------------
Common stock . . . . . . . . . . . .      46,828             (51)          3,747         (3,696)             46,828
Additional paid-in capital . . . . .      29,187         207,561         106,939       (314,500)             29,187
Retained earnings. . . . . . . . . .     302,558         218,262         115,914       (334,176)            302,558
Accumulated other
  comprehensive income . . . . . . .         (42)         (1,621)          4,932         (3,311)                (42)
Less cost of common shares
  held in treasury . . . . . . . . .    (114,713)              -               -              -            (114,713)
                                      -----------  --------------  -------------  --------------  ------------------
Total shareholders' equity . . . . .     263,818         424,151         231,532       (655,683)            263,818
                                      -----------  --------------  -------------  --------------  ------------------
Total Liabilities and
Shareholders' Equity . . . . . . . .  $  623,298   $     440,873   $     312,777  $    (655,683)  $         721,265
                                      ===========  ==============  =============  ==============  ==================

</TABLE>



CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2003
<TABLE>
<CAPTION>



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

Property, plant and equipment, net      13,962          39,386         60,294               -             113,642
Goodwill . . . . . . . . . . . . .      21,680          68,574        103,946               -             194,200
Intangibles, net . . . . . . . . .           -           5,672         24,389               -              30,061
Investments in subsidiaries. . . .     391,289         232,851              -        (624,140)                  -
Deferred income taxes. . . . . . .      19,745               -         12,014               -              31,759
Other assets, net. . . . . . . . .       8,196           6,532          7,530               -              22,258
                                    -----------  -------------  --------------  --------------  -----------------
                                    $  598,496   $     408,646  $     314,233   $    (624,140)  $         697,235
                                    ===========  =============  ==============  ==============  =================
</TABLE>


CONSOLIDATED  BALANCE  SHEETS  (CONTINUED)
DECEMBER  31,  2003
<TABLE>
<CAPTION>



<S>                                         <C>          <C>             <C>             <C>             <C>
                                                                                                             MACDERMID
                                                           GUARANTOR      NONGUARANTOR                      INCORPORATED
                                               ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                                            -----------  --------------  --------------  --------------  ------------------
Liabilities and Shareholders' equity
------------------------------------------
Current liabilities:
Short-term borrowings. . . . . . . . . . .  $        -   $           -   $         940   $           -   $             940
Current portion of long-
   term obligations. . . . . . . . . . . .           -             146             412               -                 558
Accounts and dividends payable . . . . . .       8,281           7,267          38,513               -              54,061
Accrued expenses . . . . . . . . . . . . .      29,157           8,511          29,176               -              66,844
Income taxes . . . . . . . . . . . . . . .       3,239             882            (901)              -               3,220
                                            -----------  --------------  --------------  --------------  ------------------
Total current liabilities. . . . . . . . .      40,677          16,806          68,140               -             125,623

Long-term obligations. . . . . . . . . . .     300,265             524             414               -             301,203
Retirement benefits, less current portion
                                                15,123               -           5,556               -              20,679
Deferred income taxes. . . . . . . . . . .           -               -           6,232               -               6,232
Other long-term liabilities. . . . . . . .       3,419              27           1,040               -               4,486
                                            -----------  --------------  --------------  --------------  ------------------
Total liabilities. . . . . . . . . . . . .      40,677          17,357          81,382               -             458,223
                                            -----------  --------------  --------------  --------------  ------------------

Shareholders' equity:
------------------------------------------
Common stock . . . . . . . . . . . . . . .      46,813             (50)          3,747          (3,697)             46,813
Additional paid-in capital . . . . . . . .      25,884         207,561         106,939        (314,500)             25,884
Retained earnings. . . . . . . . . . . . .     278,705         187,362         119,195        (306,557)            278,705
Accumulated other     comprehensive income       2,355          (3,584)          2,970             614               2,355
Less cost of common shares
  held in treasury . . . . . . . . . . . .    (114,745)              -               -               -            (114,745)
                                            -----------  --------------  --------------  --------------  ------------------
Total shareholders' equity . . . . . . . .     239,012         391,289         232,851        (624,140)            239,012
                                            -----------  --------------  --------------  --------------  ------------------
Total liabilities and
stockholders' equity . . . . . . . . . . .  $  598,496   $     408,646   $     314,233   $    (624,140)  $         697,235
                                            ===========  ==============  ==============  ==============  ==================
</TABLE>



CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  JUNE  30,  2004
(Unaudited)
<TABLE>
<CAPTION>



<S>                            <C>          <C>             <C>             <C>             <C>
                                                                                                MACDERMID
                                              GUARANTOR      NONGUARANTOR                      INCORPORATED
                                  ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                               -----------  --------------  --------------  --------------  ------------------
Net sales . . . . . . . . . .  $   23,819   $      42,114   $     103,525   $      (4,405)  $         165,053
Cost of sales . . . . . . . .      15,374          17,832          58,178          (4,405)             86,979
                               -----------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .       8,445          24,282          45,347               -              78,074

Operating expenses:
Selling, technical and
administrative. . . . . . . .      11,625           7,793          26,809               -              46,227
Research and development. . .       1,622           1,831           1,743               -               5,196
                               -----------  --------------  --------------  --------------  ------------------
                                   13,247           9,624          28,552               -              51,423
                               -----------  --------------  --------------  --------------  ------------------
Operating (loss) profit . . .      (4,802)         14,658          16,795               -              26,651

Equity in earnings of
subsidiaries. . . . . . . . .      22,077          11,916               -         (33,993)                  -
Interest income . . . . . . .          94               3              87               -                 184
Interest expense. . . . . . .      (7,783)          1,226          (1,291)              -              (7,848)
Miscellaneous income
(expense), net. . . . . . . .         632            (152)            217               -                 697
                               -----------  --------------  --------------  --------------  ------------------
                                   15,020          12,993            (987)        (33,993)             (6,967)
                               -----------  --------------  --------------  --------------  ------------------
Earnings (loss) before taxes.      10,218          27,651          15,808         (33,993)             19,684
Income tax benefit
(expense) . . . . . . . . . .       3,166          (5,574)         (3,891)              -              (6,299)
                               -----------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $   13,384   $      22,077   $      11,917   $     (33,993)  $          13,385
                               ===========  ==============  ==============  ==============  ==================
</TABLE>



CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  JUNE  30,  2003
(Unaudited)
<TABLE>
<CAPTION>



<S>                      <C>             <C>             <C>             <C>             <C>             <C>
                                                                             UNRESTRICTED                       MACDERMID
                                              GUARANTOR      NONGUARANTOR    NONGUARANTOR                      INCORPORATED
                             ISSUER          SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                         --------------  --------------  --------------  --------------  --------------  ------------------
Net sales . . . . . . .  $      21,991   $      42,857   $      94,424   $           -   $      (3,952)  $         155,320
Cost of sales . . . . .         13,836          18,561          53,081               -          (3,952)             81,526
                         --------------  --------------  --------------  --------------  --------------  ------------------
Gross profit. . . . . .          8,155          24,296          41,343               -               -              73,794

Operating expenses:
Selling, technical and
administrative. . . . .         10,830           8,105          24,564               -               -              43,499
Research and
development . . . . . .          1,665           1,678           1,517               -               -               4,860
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                12,495           9,783          26,081               -               -              48,359
                         --------------  --------------  --------------  --------------  --------------  ------------------
Operating profit (loss)         (4,340)         14,513          15,262               -               -              25,435

Equity in earnings of .         20,178           9,902              (4)              -         (30,076)                  -
subsidiaries
Interest income . . . .             49              90             182               -               -                 321
Interest expense. . . .         (8,370)          1,122            (798)              -               -              (8,046)
Miscellaneous income
(expense), net. . . . .             81             230            (179)              -               -                 132
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                11,938          11,344            (799)              -               -              (7,593)
                         --------------  --------------  --------------  --------------  --------------  ------------------

Earnings (loss) from
continuing operations
before taxes. . . . . .          7,598          25,857          14,463               -         (30,076)             17,842
Income tax benefit
(expense) . . . . . . .          4,532          (5,679)         (4,561)              -               -              (5,708)
                         --------------  --------------  --------------  --------------  --------------  ------------------
Earnings from
continuing operations .         12,130          20,178           9,902               -         (30,076)             12,134
Discontinued
operations. . . . . . .              -               -               -              (4)              -                  (4)
                         --------------  --------------  --------------  --------------  --------------  ------------------
Net earnings (loss) . .  $      12,130   $      20,178   $       9,902   $          (4)  $     (30,076)  $          12,130
                         ==============  ==============  ==============  ==============  ==============  ==================
</TABLE>



CONSOLIDATED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  JUNE  30,  2004
(Unaudited)
<TABLE>
<CAPTION>



<S>                            <C>          <C>             <C>             <C>             <C>
                                                                                                MACDERMID
                                              GUARANTOR      NONGUARANTOR                      INCORPORATED
                                  ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                               -----------  --------------  --------------  --------------  ------------------
Net sales . . . . . . . . . .  $   47,300   $      81,929   $     206,728   $      (8,892)  $         327,065
Cost of sales . . . . . . . .      31,124          34,655         114,578          (8,892)            171,465
                               -----------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .      16,176          47,274          92,150               -             155,600

Operating expenses:
Selling, technical and
administrative. . . . . . . .      21,816          15,096          54,675               -              91,587
Research and development. . .       3,520           3,526           3,507               -              10,553
                               -----------  --------------  --------------  --------------  ------------------
                                   25,336          18,622          58,182               -             102,140
                               -----------  --------------  --------------  --------------  ------------------
Operating profit (loss) . . .      (9,160)         28,652          33,968               -              53,460

Equity in earnings of
subsidiaries. . . . . . . . .      42,621          22,550               -         (65,171)                  -
Interest income . . . . . . .         123              10             279               -                 412
Interest expense. . . . . . .     (15,799)          2,436          (2,304)              -             (15,667)
Miscellaneous income
(expense), net. . . . . . . .         667             174            (402)              -                 439
                               -----------  --------------  --------------  --------------  ------------------
                                   27,612          25,170          (2,427)        (65,171)            (14,816)
                               -----------  --------------  --------------  --------------  ------------------

Earnings (loss) before taxes.      18,452          53,822          31,541         (65,171)             38,644
Income tax benefit
(expense) . . . . . . . . . .       7,825         (11,201)         (8,990)              -             (12,366)
                               -----------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $   26,277   $      42,621   $      22,551   $     (65,171)  $          26,278
                               ===========  ==============  ==============  ==============  ==================
</TABLE>



CONSOLIDATED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  JUNE  30,  2003
(Unaudited)
<TABLE>
<CAPTION>



<S>                      <C>             <C>             <C>             <C>             <C>             <C>
                                                                          UNRESTRICTED                       MACDERMID
                                           GUARANTOR      NONGUARANTOR    NONGUARANTOR                      INCORPORATED
                             ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                         --------------  --------------  --------------  --------------  --------------  ------------------
Net sales . . . . . . .  $      45,071   $      86,320   $     185,305   $           -   $      (8,573)  $         308,123
Cost of sales . . . . .         28,636          38,659         103,065               -          (8,573)            161,787
                         --------------  --------------  --------------  --------------  --------------  ------------------
Gross profit. . . . . .         16,435          47,661          82,240               -               -             146,336

Operating expenses:
Selling, technical and
administrative. . . . .         21,637          17,260          47,888               -               -              86,785
Research and
development . . . . . .          3,295           3,429           3,002               -               -               9,726
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                24,932          20,689          50,890               -               -              96,511
                         --------------  --------------  --------------  --------------  --------------  ------------------
Operating profit (loss)         (8,497)         26,972          31,350               -               -              49,825

Equity in earnings of
subsidiaries. . . . . .         38,596          20,185            (106)              -         (58,675)                  -
Interest income . . . .             80             106             320               -               -                 506
Interest expense. . . .        (16,186)          2,244          (1,727)              -               -             (15,669)
Miscellaneous income
(expense), net. . . . .            263             278            (202)              -               -                 339
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                22,753          22,813          (1,715)              -         (58,675)            (14,824)
                         --------------  --------------  --------------  --------------  --------------  ------------------

Earnings (loss) from
continuing operations
before taxes. . . . . .         14,256          49,785          29,635               -         (58,675)             35,001
Income tax benefit
(expense) . . . . . . .          9,440         (11,189)         (9,450)              -               -             (11,199)
                         --------------  --------------  --------------  --------------  --------------  ------------------
Earnings from
continuing operations .         23,696          38,596          20,185               -         (58,675)             23,802
Discontinued
operations. . . . . . .              -               -               -            (106)              -                (106)
                         --------------  --------------  --------------  --------------  --------------  ------------------
Net earnings (loss) . .  $      23,696   $      38,596   $      20,185   $        (106)  $     (58,675)  $          23,696
                         ==============  ==============  ==============  ==============  ==============  ==================
</TABLE>



CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
SIX  MONTHS  ENDED  JUNE  30,  2004
(Unaudited)
<TABLE>
<CAPTION>



<S>                              <C>          <C>             <C>             <C>
                                                                                  MACDERMID
                                                GUARANTOR      NONGUARANTOR      INCORPORATED
                                   ISSUER      SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                               -------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $   (9,144)  $      20,493   $      22,781   $          34,130

Investing activities:
Capital expenditures. . . . . .      (1,260)           (623)         (1,098)             (2,981)
Proceeds from disposition of
fixed assets. . . . . . . . . .           1             512              24                 537
                               -------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .      (1,259)           (111)         (1,074)             (2,444)

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .      34,584         (18,400)        (16,682)               (498)
Proceeds from long-term
borrowings. . . . . . . . . . .           -               -              25                  25
Repayments of long-term
borrowings. . . . . . . . . . .           -            (102)           (165)               (267)
Proceeds from exercise of
stock options . . . . . . . . .         285               -               -                 285
Purchase of treasury shares . .          31               -               -                  31
Dividends paid. . . . . . . . .      15,336          (2,198)        (14,350)             (1,212)
                               -------------  --------------  --------------  ------------------
Net cash flows provided by
(used in) financing activities.      50,236         (20,700)        (31,172)             (1,636)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .           -               -            (425)               (425)
                               -------------  --------------  --------------  ------------------
Net increase (decrease) in
cash and cash equivalents . . .      39,833            (318)         (9,890)             29,625

Cash and cash equivalents at
beginning of period . . . . . .      18,295           1,286          41,713              61,294
                               -------------  --------------  --------------  ------------------
Cash and cash equivalents at
end of period . . . . . . . . .  $   58,128   $         968   $      31,823   $          90,919
                               =============  ==============  ==============  ==================

</TABLE>



CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
SIX  MONTHS  ENDED  JUNE  30,  2003
(Unaudited)
<TABLE>
<CAPTION>



<S>                              <C>             <C>             <C>             <C>             <C>
                                                                                  UNRESTRICTED       MACDERMID
                                                   GUARANTOR      NONGUARANTOR    NONGUARANTOR      INCORPORATED
                                      ISSUER      SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                                 --------------  --------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $     (22,709)  $      36,899   $      28,126   $       2,694   $          45,010
Investing activities:
Capital expenditures
Proceeds from disposition of. .           (785)           (227)         (1,341)           (400)             (2,753)
fixed assets. . . . . . . . . .              -               -              52               -                  52
                                 --------------  --------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .           (785)           (227)         (1,289)           (400)             (2,701)
                                 --------------  --------------  --------------  --------------  ------------------
Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .         40,707         (31,801)        (12,034)         (2,546)             (5,674)
Proceeds from long-term
borrowings. . . . . . . . . . .              -               -               -           3,570               3,570
Repayments of long-term
borrowings. . . . . . . . . . .              -               -            (269)         (3,219)             (3,488)
Purchase of treasury shares . .        (30,460)              -               -               -             (30,460)
Net activity in investment
and advances (to) from
subsidiaries
Dividends paid. . . . . . . . .         15,189          (5,360)        (11,122)              -              (1,293)
                                 --------------  --------------  --------------  --------------  ------------------
Net cash flows provided by
(used in) financing activities.         25,436         (37,161)        (23,425)         (2,195)            (37,345)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .              -               -           1,307              13               1,320
                                 --------------  --------------  --------------  --------------  ------------------
Net increase (decrease) in
cash and cash equivalents . . .          1,942            (489)          4,719             112               6,284

Cash and cash equivalents at
beginning of period . . . . . .         14,153           2,314          15,268             284              32,019
                                 --------------  --------------  --------------  --------------  ------------------
Cash and cash equivalents at
end of period . . . . . . . . .  $      16,095   $       1,825   $      19,987   $         396   $          38,303
                                 ==============  ==============  ==============  ==============  ==================

</TABLE>



ITEM  2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          (IN THOUSAND OF DOLLARS, EXCEPT SHARES AND PER SHARE AMOUNTS)

CONSOLIDATED  OVERVIEW

EXECUTIVE  OVERVIEW

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

Our  products  are  sold  in  a competitive, global economy, which exposes us to
certain currency, economic and regulatory risks and opportunities. Approximately
60%  of  our  net  sales  and  our  identifiable  assets  in the 2004 period are
denominated  in  currencies  other  than  the US dollar, predominantly the Euro,
Pound  Sterling,  Yen,  Hong  Kong  and New Taiwan dollars. We do not manage our
foreign  currency  exposure  in  a  manner  that  would eliminate the effects of
changes in foreign exchange rates on our earnings, cash flows and fair values of
assets  and  liabilities,  and  as  such  our  financial  performance  could  be
positively  or  negatively  impacted by changes in foreign exchange rates in any
given reporting period. For the second quarter and first six months of 2004, net
sales  and  net  earnings  were  positively  impacted  by  the effect of foreign
currency  translation  resulting  primarily  from  the  Euro,  the British Pound
Sterling  and  the  Japanese Yen strengthening against the US dollar compared to
the  second  quarter  and  first six months of 2003, as discussed further below.

We focus on growing revenues and the generation of cash from operations in order
to  build  shareholder  value.  Specifically,  we plan to improve top line sales
growth  over  the  longer  term  by  focusing  on:

-     Utilizing  our  technical  service  and  outstanding products to penetrate
global  markets  for  all  products,

-     supporting  working  capital  initiatives focused on maximizing cash flows
during  a  period  of  continued  economic  uncertainty  in our primary markets,

-     emphasizing  efficiency  improvements  throughout  the  organization,
-     adding  new  products  through  internal research and development, relying
heavily  on  our  internal  knowledge  base,  and

-     acquiring  strategically  sound  companies  or  products.

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

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

From  a cash flow standpoint, we continue to maintain a high level of liquidity,
with  working  capital of over $200 million.  We generate substantial amounts of
cash  from  our  normal  operations,  resulting  in  an  increase  in  cash  of
approximately  $29  million  during  the  six  months  ended  June  30,  2004.

The  following summary of results further explains the results of our operations
during  the  three- and six-month periods ended June 30, 2004, in addition to an
analysis  of  our  liquidity  as  of  the  end  of  the  period.


SUMMARY  OF  THE  CONSOLIDATED RESULTS FOR THE QUARTER AND SIX MONTHS ENDED JUNE
30,  2004

<TABLE>
<CAPTION>



<S>                      <C>                   <C>         <C>                <C>        <C>        <C>        <C>       <C>
                                       THREE MONTHS ENDED                      CURRENCY    SIX MONTHS ENDED              CURRENCY
                                            JUNE 30,                           ADJUSTED        JUNE 30,                  ADJUSTED
                                        2004        2003       %CHANGE         %CHANGE*     2004       2003    %CHANGE   %CHANGE*
                         --------------------  ----------  -----------------  ---------  ---------  ---------  --------  ---------
                                                                          FAVORABLE                                   FAVORABLE
                                                                        (UNFAVORABLE)                               (UNFAVORABLE)

Net sales . . . . . . .  $           165,053   $ 155,320                6.3%       2.9%  $327,065   $308,123       6.1%       0.8%
Cost of sales . . . . .               86,979      81,526              (6.7%)     (3.1%)   171,465    161,787     (6.0%)     (0.3%)
                         --------------------  ----------                                ---------  ---------
    Gross profit. . . .               78,074      73,794                5.8%       2.6%   155,600    146,336       6.3%       1.4%

Gross profit percentage                 47.3%       47.5%                **         **       47.6%      47.5%       **         **

Operating expenses. . .               51,423      48,359              (6.3%)     (3.1%)   102,140     96,511     (5.8%)     (0.9%)
                         --------------------  ----------                                ---------  ---------
    Operating profit. .               26,651      25,435                4.8%       1.7%    53,460     49,825       7.3%       2.5%

Interest income
(expense), net. . . . .               (7,664)     (7,725)               0.8%       1.8%   (15,255)   (15,163)    (0.6%)       0.6%
Other income. . . . . .                  697         132                 **         **        439        339        **         **
                         --------------------  ----------                                ---------  ---------
                                      (6,967)     (7,593)               8.2%       9.2%   (14,816)   (14,824)      0.1%       1.4%
                         --------------------  ----------                                ---------  ---------
Earnings from
continuing operations
before income taxes . .               19,684      17,842               10.3%       6.2%    38,644     35,001      10.4%       4.0%
Income taxes. . . . . .               (6,299)     (5,708)            (10.4%)     (6.5%)   (12,366)   (11,199)   (10.4%)     (3.6%)
                         --------------------  ----------                                ---------  ---------
Earnings from
continuing operations .               13,385      12,134               10.3%       6.1%    26,278     23,802      10.4%       4.2%
Discontinued
operations, net of tax.                    -          (4)                **         **          -       (106)       **         **
                         --------------------  ----------                                ---------  ---------
Net earnings. . . . . .  $            13,385   $  12,130               10.3%       6.3%  $ 26,278   $ 23,696      10.9%       4.9%
                         ====================  ==========                                =========  =========

Diluted earnings
per share . . . . . . .  $              0.43   $    0.38               13.2%       7.5%  $   0.85   $   0.74      14.9%       7.6%
                         ====================  ==========                                =========  =========

<FN>


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



<TABLE>
<CAPTION>


SUMMARY  OF  KEY  SEGMENTED  RESULTS  FOR  THE  QUARTER  AND  SIX  MONTHS  ENDED  JUNE  30,  2004


<S>                 <C>                   <C>         <C>                <C>        <C>        <C>        <C>       <C>
                    THREE MONTHS ENDED    CURRENCY    SIX MONTHS ENDED   CURRENCY
                    JUNE 30,              ADJUSTED    JUNE 30,           ADJUSTED
                                   2004        2003            %CHANGE   %CHANGE*       2004       2003   %CHANGE   %CHANGE*
                    --------------------  ----------  -------  --------  ---------  ---------  ---------  --------  ---------
ADVANCED SURFACE
FINISHING
Total net sales. .  $            96,376   $  85,627               12.6%       7.7%  $189,864   $170,598      11.3%       4.4%
Operating profit .  $            15,729   $  12,508               25.8%      19.1%  $ 30,466   $ 24,762      23.0%      14.4%
Operating profit
percentage . . . .                 16.3%       14.6%                **         **       16.0%      14.5%       **         **

PRINTING SOLUTIONS
Total net sales. .  $            68,677   $  69,693              (1.5%)     (3.3%)  $137,201   $137,525     (0.2%)     (3.7%)
Operating profit .  $            10,922   $  12,927             (15.5%)    (16.0%)  $ 22,994   $ 25,063     (8.3%)    (10.0%)
Operating profit
percentage . . . .                 15.9%       18.5%                **         **       16.8%      18.2%       **         **

CONSOLIDATED TOTAL
Total net sales. .  $           165,053   $ 155,320                6.3%       2.9%  $327,065   $308,123       6.1%       0.8%
Operating profit .  $            26,651   $  25,435                4.8%       1.7%  $ 53,460   $ 49,825       7.3%       2.5%
Operating profit
percentage . . . .                 16.1%       16.4%                **         **       16.3%      16.2%       **         **
<FN>


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


NET  SALES

During the three- and six- month periods ended June 30, 2004, our net sales grew
at  approximately  6% compared to the same period in 2003.  Our sales growth was
derived  from volume increases in our ASF business, particularly in the Americas
and  Asia.  In the Americas, volume growth was driven by sales of our industrial
products  as  we  experienced the benefits of a healthier economy.  In Asia, our
second  quarter of 2004 yielded increases in both our electronics and industrial
products,  particularly  in  China.  These  increases  were  partially offset by
decreases  in overall sales volume in our Printing Solutions segment caused by a
soft  market.  Also  effecting sales was favorable foreign currency rates during
2004  compared  to  2003  particularly with the Euro, the British Pound Sterling
(GBP)  and  the  Japanese  Yen  (Yen).

COST  OF  SALES  AND  GROSS  PROFIT

Cost of sales during the three- and six-months ended June 30, 2004, increased at
a  pace  consistent  with our increase in net sales over the same periods in the
prior  year.  Cost of sales was also significantly impacted by the strengthening
of foreign currencies, particularly the Euro, GBP and Yen, over the U.S. dollar.
Our  gross  profit  percentage was consistent year-over-year for both the three-
and six-month periods.  We experienced increases in margin as noted in the table
above due to the leveraging of fixed costs in our ASF segment and realization of
the  benefits  resulting from cost-saving initiatives implemented in 2003 in our
ASF  business  in  the Americas.  However, these margin increases were offset by
the  de-leveraging  of  fixed  costs  in  our  Printing  Solutions  segment.

OPERATING  EXPENSES

Operating  expenses  increased  during  the  three  months  ended June 30, 2004,
compared  with  the  same  period  in  2003,  on  a  currency-adjusted  basis.
Approximately  88%  of  this  increase related to the costs of having additional
personnel  and  growing  facilities  in  our ASF Segment, particularly in China.

Year-to-date,  2004  operating  expenses increased compared to the previous year
almost  entirely  due  to  foreign currency fluctuation.  On a currency-adjusted
basis, operating expenses increased 1% year-over-year.  Increases experienced in
the  aforementioned quarterly comparisons were offset by first quarter decreases
in  selling, technical and administrative expenses resulting from cost reduction
efforts  throughout  2003.

OPERATING  PROFIT

During  the  three-  and  six-months  ended June 30, 2004, operating profit grew
approximately  5% and 7%, respectively.  As a percent of sales, operating profit
was approximately 16% for all periods presented.  Our operating profit increases
were  the  result  of improved business conditions in ASF as discussed above and
favorable  currency  exchange  rates.

INTEREST  INCOME  (EXPENSE)

Interest  income  (expense), net remained relatively constant for the three- and
six-months  ended  June 30, 2004, when compared to the same periods in the prior
year.  This  balance  consists  primarily  of interest on our outstanding bonds.

OTHER  INCOME

The  change  in  other income for the three months ended June 30, 2004, and 2003
consisted  primarily  of  realized gains and losses associated with our interest
rate  swap  and  foreign  currency  gains  and  losses  during  those  quarters.
Year-to-date,  2004  other  income  included  a  gain  on  the  sale  of land in
California associated with our domestic Printing Solutions business, compared to
losses  on  sales  of  various ASF properties for the comparable period in 2003.

DISCONTINUED  OPERATIONS

Loss  from  discontinued operations, net of tax, in the quarter and year-to-date
ended  June  30, 2003, relates to the December 9, 2003, sale of our 60% interest
in  Eurocir  S.A.,  a printed circuit board manufacturer located in Europe.  The
Eurocir  operations  represented  substantially all of our remaining electronics
manufacturing  segment.  Accordingly,  the  sale  was  accounted  for  as  a
discontinued  operation  and  our presentation of our consolidated statements of
earnings and cash flows has been restated to reflect continuing operations, with
a  separate  presentation of results from discontinued operations.  Please refer
to  our  2003 Annual Report to Shareholders for further discussion of this sale.

INCOME  TAX  EXPENSE

Our  tax rate for the three- and six-month periods ended June 30, 2004, and 2003
was  a  consistent  32%.

NET  EARNINGS

Net earnings during the quarter and six months ended June 30, 2004, increased by
over  10%  compared  to  the same periods in 2003.  As discussed above, this was
primarily  the  result  of  increases  in sales in our ASF segment and favorable
currency  exchange  rates.

DILUTED  EARNINGS  PER  SHARE

Diluted earnings per share increased more than 13% during the second quarter and
six months ended June 30, 2004, when compared to the same periods in 2003.  This
increase  was  the  result  of  changes in the number of diluted shares, overall
growth in our operations as discussed above and favorable foreign currency rates
during  2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  table  below  summarizes  our  cash flows for the six months ended June 30,
2004,  and  2003:

<TABLE>
<CAPTION>




<PAGE>
<S>                                      <C>       <C>        <C>
                                           2004       2003     VARIANCE
                                         --------  ---------  ----------
Cash provided by (used in):
Continuing operations . . . . . . . . .  $34,130   $ 42,497   $  (8,367)
Discontinued operations . . . . . . . .        -      2,513      (2,513)
                                         --------  ---------  ----------
Total Operating Activities. . . . . . .   34,130     45,010     (10,880)

Investing Activities. . . . . . . . . .   (2,444)    (2,701)        257
Financing Activities. . . . . . . . . .   (1,636)   (37,345)     35,709
Effect of exchange rate changes on cash     (425)     1,320      (1,745)
                                         --------  ---------  ----------
Net change in cash. . . . . . . . . . .  $29,625   $  6,284   $  23,341
                                         ========  =========  ==========
</TABLE>


Cash  flow  from continuing operations declined for the first six months of 2004
compared  to  the  same  period in 2003 primarily as a result of higher accounts
receivable  at  June  30,  2004,  compared  to  June  30, 2003.  The increase in
accounts  receivable  was  the  result  of an increase in exchange rates and net
sales  year-over-year,  which  were offset somewhat with improved collections in
some  parts  of our business.  The cash flow from discontinued operations in the
2003 quarter related to our Eurocir S.A. operations, which we sold in the fourth
quarter  of  2003,  as  previously  noted.

Net  cash  used in investing activities decreased slightly during the six months
ended  June 30, 2004, compared to the same period in 2003.  Capital expenditures
were  slightly  higher  in  the  2004  period,  due  in  large part to our plant
expansion  in  China.  Capital expenditures for the current year are expected to
total  approximately  $15,000.

On  May  7, 2003, we purchased 1,350,000 shares of our own stock from one of our
shareholders for approximately $30.5 million.  As a result, our net cash used in
financing activities decreased significantly when comparing the six months ended
June  30,  2004, to the same period in the prior year.  Excluding the effects of
this  purchase,  net  cash  used in financing activities were approximately $5.2
million,  representing  higher  net  debt repayments during the six months ended
June  30,  2003,  than  during  2004.

We  increased  our  quarterly  dividend from $0.03 to $0.04 in February of 2004,
bringing  our  annual  dividend to $0.16 per share from $0.12 per share in 2003.
However,  cash dividends paid during the first half of 2004 were consistent with
the  first  half  of  2003  due  to  timing  of  dividend  funding.

The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of MacDermid, Inc.'s common stock. Such additional shares may
be  acquired  through  privately  negotiated transactions or on the open market.
Any  future  repurchases  by  us  will  depend on various factors, including the
market  price  of  the  shares,  our business and financial position and general
economic  and  market  conditions.  Additional  shares acquired pursuant to such
authorizations  will  be  held  in  our treasury and will be available for us to
issue  for various corporate purposes without further shareholder action (except
as  required  by applicable law or the rules of any securities exchange on which
the shares are then listed).  At June 30, 2004, the outstanding authorization to
purchase  approximately  1  million  shares  would  cost  approximately $33,850.

We  have  the financial flexibility to deliver shareholder value described above
while  meeting  our contractual obligations.  We currently have $90.9 million in
cash  and cash equivalents and working capital of $215.5 million.  Excluding our
non-monetary  items, prepaid expenses and deferred taxes, our working capital is
approximately  $183.6  million.  We  also  have  a long-term credit arrangement,
which  consists  of  a combined revolving loan facility that permits borrowings,
denominated  in  US dollars and foreign currencies, of up to $50 million.  There
has been no balance outstanding, or activity on this revolving loan facility for
any of the periods presented.  We have other uncommitted credit facilities which
presently  total  approximately  $36  million.

Future  estimated  contractual cash commitments for the years subsequent to June
30,  2004  are  summarized  in  the  following  table:

<TABLE>
<CAPTION>



<S>                             <C>       <C>      <C>       <C>      <C>
                                        LESS THAN    2-3       4-5     AFTER 5
                                  TOTAL   1 YEAR    YEARS     YEARS     YEARS
                                --------  -------  --------  -------  --------
Long-term debt . . . . . . . .  $300,559  $   236  $      -  $     -  $300,323
Semi-annual bond interest. . .   206,339   27,512    55,024   55,024    68,779
Capital leases . . . . . . . .       954      685       106       49       114
Operating leases . . . . . . .    25,309    5,164     9,484    5,157     5,504
Pension funding requirements .    17,136    3,136     7,000    3,500     3,500
Purchase obligations and other    11,708   11,708         -        -         -
                                --------  -------  --------  -------  --------
Total contractual cash
commitments. . . . . . . . . .  $562,005  $48,441  $ 71,614  $63,730  $378,220
                                ========  =======  ========  =======  ========

</TABLE>


The  following  table reflects our ability to fund both our required obligations
and  its  shareholder  growth  initiatives  for  fiscal  2004:

<TABLE>
<CAPTION>



<S>                                                               <C>
Cash and cash equivalents as June 30, 2004 . . . . . . . . . . .  $ 90,919
Other net current monetary assets as of June 30, 2004. . . . . .    92,727
                                                                  --------
                                                                   183,646

Available borrowings under revolving loan facility . . . . . . .    50,000
Availability under other uncommitted credit facilities . . . . .    36,000
                                                                  --------
    Total cash available and potentially available . . . . . . .   269,646

Contractual cash commitments due in next year. . . . . . . . . .    48,441
Expected 2004 capital expenditures for the remainder of the year    12,019
Expected 2004 dividend payments for the remainder of the year. .     4,846
                                                                  --------
    Excess of cash available and potentially available over
requirements . . . . . . . . . . . . . . . . . . . . . . . . . .  $204,340
                                                                  ========

</TABLE>



CRITICAL  ACCOUNTING  ESTIMATES:

In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgment  based  on  its  understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are subject to an inherent degree of uncertainty.  Accordingly actual
results  could  differ  significantly  from  the  estimates  applied.

Our critical accounting policies are consistent with those disclosed in our Form
10-K  for  the  year  ended  December  31,  2003.

New  Accounting  Standards

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

In  May  2004,  the  FASB  issued  Staff  Position No. FAS 106-2, Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug, Improvement,
and  Modernization Act of 2003, (FAS 106-2).  FAS 106-2 gives guidance on proper
accounting  and  disclosure  treatment  for  changes  in  company-sponsored
single-employer defined benefit postretirement health care plans affected by the
Medicare Prescription Dug Bill.  FAS 106-2 is effective for the first interim or
annual period beginning after June 15, 2004.  We will implement FAS 106-2 during
its third fiscal quarter of 2004 and is currently assessing the impacts, in any,
that  this  guidance  will  have  on  its  postretirement  health  care  plans.

FORWARD-LOOKING  STATEMENTS

This  report  and other of our reports include forward-looking statements within
the  meaning  of  the  Private  Securities  Litigation Reform Act of 1995. These
statements  relate  to analyses and other information that is based on forecasts
of  future  results  and  estimates  of  amounts  not  yet  determinable.  These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.

The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and  beliefs concerning future events affecting us and are subject
to  uncertainties  and  factors  relating  to  our  operations  and  business
environment,  all of which are difficult to predict and many of which are beyond
our  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  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.
We  undertake no obligation to update forward-looking statements or risk factors
to  reflect  new  information,  future  events  or  otherwise.


ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

We  are  exposed to market risk in the normal course of business activity due to
our  operations  in  different  foreign currencies and our ongoing investing and
financing  activities.  The risk of loss can be assessed from the perspective of
adverse  changes  in  fair  values,  cash  flows  and  future earnings.  We have
established policies and procedures governing our management of market risks and
the  use  of financial instruments to manage exposure to such risks.  Management
continually  reviews the balance between foreign currency denominated assets and
liabilities  in order to minimize our exposure to foreign exchange fluctuations.

We  operate  manufacturing facilities in ten countries and sell products in over
twenty-five  countries.  Approximately  60%  of  our  net sales and identifiable
assets are denominated in currencies other than the US Dollar, predominantly the
Euro,  the  Pound  Sterling, the Yen, Hong Kong and New Taiwan Dollars.  For the
three- and six-month periods ending June 30, 2004, there was a favorable foreign
currency translation effect on earnings of approximately $0.02 per share, or 5%,
and  $0.05  per  share,  or 7%, when compared to the three- and six-months ended
June  30,  2003,  respectively.  The  annual  impact  on  operating  cash  flows
historically  has  been  insignificant.

Our business operations consist principally of manufacture and sale of specialty
chemicals,  supplies  and  related equipment to customers throughout much of the
world.  Approximately  42%  of  our  business  is  concentrated  in the printing
business,  used for a wide variety of applications, while 58% of our business is
concentrated on customers supplying a wide variety of chemicals to manufacturers
of  automotive, other industrial, electronics and offshore applications.   As is
usual  for  these  businesses,  we  generally do not require collateral or other
security  as  a  condition  of  sale, rather relying on credit approval, balance
limitation  and  monitoring  procedures  to control credit risk of trade account
financial  instruments.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.

We  have  been exposed to interest rate risk, primarily from our credit facility
which  is based upon various floating rates.  We entered into interest rate swap
agreements  for  the purpose of reducing its exposure to possible future changes
in  interest rates.  A remaining interest rate swap is considered speculative as
there  are  no  outstanding  balances under the credit facility.  We reduced our
exposure to interest rate risk with a fixed rate bond offering during 2001.  For
additional information, see Note 12, Financial Information for Guarantors of the
Corporation's  Bond  Offering,  in  Part I, Item 1.  Based upon our current debt
structure  and  expected  levels  of  borrowing in 2004, an increase in interest
rates would not result in an incremental interest expense.  We do not enter into
derivative  financial  instruments  for  trading purposes but have certain other
supply agreements for raw material inventories and have chosen not to enter into
any  price  hedging  with  our  suppliers  for  commodities.


ITEM  4:
                             CONTROLS AND PROCEDURES

Our  principle executive and financial officers have evaluated the effectiveness
of  our  disclosure  controls and procedures (as defined in Rule 13a-14(c) under
the  Securities  Exchange Act of 1934) as of June 30, 2004.  Based  on  that
evaluation,  they  have  concluded  that our disclosure  controls and procedures
are adequate and effective.  There have been no  significant  changes in our
internal controls or in other factors that could significantly  affect  internal
controls  subsequent to the date they completed their  evaluation.


PART  II.  OTHER  INFORMATION

ITEM  1  :  Legal  Proceedings

Refer  to  the  notes  to  the  consolidated  condensed  financial  statements,
Contingencies  and  Legal  Matters,  Note  11.

ITEM  2  :  Changes  in  Securities  and  Use  of  Proceeds

     None.

ITEM  3  :  Defaults  Upon  Senior  Securities

     None.

ITEM  4  :  Submission  of  Matters  to  a  Vote  of  Security  Holders

None  during the fiscal quarter ended June 30, 2004.  Refer to our first quarter
Form  10-Q,  dated  March  31, 2004, for matters submitted to a vote of security
holders  during  our  first  fiscal  quarter.

ITEM  5  :  Other  Information

     None.

ITEM  6(a)  :  Exhibits

<TABLE>
<CAPTION>



<C>   <S>

31.1    Certification of Daniel H. Leever pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Gregory M. Bolingbroke pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32      Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
</TABLE>

ITEM  6(b)  :  Reports  on  Form  8-K

Current  Report  on  Form  8-K  dated April 26, 2004, regarding earnings for the
second  quarter  of  fiscal  year  2004  ended  June  30,  2004.

Current Report on Form 8-K dated April 28, 2004, regarding changes in control of
the  registrant.

Current  Report  on  Form  8-K  dated June 29, 2004, regarding amendments to the
registrant's  code  of  ethics


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


     MacDermid,  Incorporated
     ------------------------
      (Registrant)


Signed: September 28, 2004             /s/  Daniel  H.  Leever
        ------------------              -----------------------
For the amended Form 10-Q/A
certifying the report as of                Daniel  H.  Leever
August 5, 2004, date of original          Chairman,  President  and
filing                                     Chief  Executive  Officer






Date: September 28, 2004            /s/  Gregory  M.  Bolingbroke
       -----------------             -----------------------------
For the amended Form 10-Q/A
certifying the report as of             Gregory  M.  Bolingbroke
August 5, 2004, date of original       Senior  Vice  President,  Finance
filing