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

                                    FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

               FOR THE QUARTERLY PERIOD ENDED  September 30, 2002
                                               ------------------

                         COMMISSION FILE NUMBER  0-2413

                             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
                                                           --------------

          Former name, former address or former fiscal year, if changed
                               since last report.

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

                      Class          Outstanding  at  November  1,  2002
                     -------         -----------------------------------
 Common  Stock,  no  par  value                       32,149,882  shares

                             MACDERMID, INCORPORATED
                                      INDEX
<TABLE>
<CAPTION>


                                                                     Page No.
<S>                                                                  <C>
Part I.   Financial Information

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
         September 30, 2002 and December 31, 2001 . . . . . . . . .       2-3
       Consolidated Condensed Statements of Earnings
         and Retained Earnings - Nine and Three Months Ended
         September 30, 2002 and 2001. . . . . . . . . . . . . . . .         4
       Consolidated Condensed Statements of Cash Flows -
         Nine Months Ended September 30, 2002 and 2001. . . . . . .         5
       Notes to Consolidated Condensed Financial Statements . . . .      6-23
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations. . . . .     24-31
Item 3.  Quantitative and Qualitative Disclosures about Market Risk        31
Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .        32
Part II.   Other Information. . . . . . . . . . . . . . . . . . . .        32
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        33
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002.     34-35
</TABLE>

                             MACDERMID, INCORPORATED
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Amounts in Thousands of Dollars)
<TABLE>
<CAPTION>


                                            September 30,    December 31,
<S>                                        <C>              <C>
                                                      2002            2001
                                           ---------------  --------------
Assets. . . . . . . . . . . . . . . . . .      (Unaudited)       (Audited)

Current assets:
Cash and cash equivalents . . . . . . . .  $        22,316  $       17,067
Accounts and notes receivable, (net
   of allowance for doubtful receivables
   of $15,434 and $14,642). . . . . . . .          149,198         164,230
Inventories:
   Finished goods . . . . . . . . . . . .           48,692          57,882
   Raw materials. . . . . . . . . . . . .           48,261          53,152
                                           ---------------  --------------
                                                    96,953         111,034
Prepaid expenses. . . . . . . . . . . . .            7,057           8,068
Deferred income tax asset . . . . . . . .           13,673          13,831
                                           ---------------  --------------
              Total current assets. . . .          289,197         314,230
Property, plant and equipment (net
   of accumulated depreciation of
   $146,647 and $140,234) . . . . . . . .          138,395         152,482
Goodwill (Note 2) . . . . . . . . . . . .          224,603         222,571
Intangibles, (net of accumulated
   amortization of $18,403
   and $36,585) (Note 2). . . . . . . . .           32,696          37,425
Other assets. . . . . . . . . . . . . . .           64,725          64,177
                                           ---------------  --------------
                                           $       749,616  $      790,885
                                           ===============  ==============
<FN>

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


                             MACDERMID, INCORPORATED
                      CONSOLIDATED CONDENSED BALANCE SHEETS
           (Amounts in Thousands of Dollars Except Per Share Amounts)
<TABLE>
<CAPTION>


                                                 September 30,    December 31,
<S>                                             <C>              <C>
                                                          2002            2001
                                                ---------------  --------------
Liabilities and shareholders' equity:. . . . .      (Unaudited)       (Audited)

Current liabilities:
Notes payable. . . . . . . . . . . . . . . . .  $        5,077   $      12,961
Current installments of long-term obligations.           6,788           5,614
Accounts and dividends payable . . . . . . . .          63,887          62,031
Accrued expenses (Note 7). . . . . . . . . . .          69,537          82,886
Income taxes . . . . . . . . . . . . . . . . .           7,995          10,468
                                                ---------------  --------------
              Total current liabilities. . . .         153,284         173,960

Long-term obligations. . . . . . . . . . . . .         340,099         393,788
Accrued post-retirement and
   post-employment benefits. . . . . . . . . .          12,864          12,308
Deferred income taxes. . . . . . . . . . . . .           4,210           4,364
Other long-term liabilities. . . . . . . . . .           1,144             281
Minority interest. . . . . . . . . . . . . . .           3,288           2,753

Shareholders' equity:
Common stock stated value
   $1.00 per share (Note 3). . . . . . . . . .          46,460          46,410
Additional paid-in capital . . . . . . . . . .          19,899          16,923
Retained earnings. . . . . . . . . . . . . . .         242,354         218,619
Cumulative comprehensive
   income equity adjustments (Note 5). . . . .         (14,601)        (19,579)
Cost of treasury shares (Note 3) . . . . . . .         (59,385)        (58,942)
                                                ---------------  --------------
              Total shareholders' equity . . .         234,727         203,431
                                                ---------------  --------------
                                                $      749,616   $     790,885
                                                ===============  ==============
<FN>

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


                             MACDERMID, INCORPORATED
                  CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                              AND RETAINED EARNINGS
      (Amounts in Thousands of Dollars Except Share and Per Share Amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                     Nine Months Ended    September 30,    Three Months Ended    September 30,
<S>                                                 <C>                  <C>              <C>                   <C>
                                                                  2002             2001                  2002             2001
                                                    -------------------  ---------------  --------------------  ---------------
Net sales. . . . . . . . . . . . . . . . . . . . .  $          511,824   $      568,550   $           168,146   $      171,663

Cost and expenses:
   Cost of sales . . . . . . . . . . . . . . . . .             281,522          332,318                92,345          100,392
   Selling, technical and administrative expenses.             159,055          172,378                51,560           52,328
   Amortization (Note 2) . . . . . . . . . . . . .               4,696            9,096                 1,558            2,246
   Interest income . . . . . . . . . . . . . . . .                (472)          (1,151)                 (196)            (319)
   Interest expense. . . . . . . . . . . . . . . .              26,798           28,396                 8,855           10,217
   Other expense (net) . . . . . . . . . . . . . .               1,689            1,942                 1,136              889
                                                    -------------------  ---------------  --------------------  ---------------
                                                               473,288          542,979               155,258          165,753
                                                    -------------------  ---------------  --------------------  ---------------

Earnings before taxes and
   minority interest . . . . . . . . . . . . . . .              38,536           25,571                12,888            5,910
Income taxes . . . . . . . . . . . . . . . . . . .             (12,331)          (8,995)               (4,123)          (1,818)
Minority interest. . . . . . . . . . . . . . . . .                (535)             105                  (100)              78
                                                    -------------------  ---------------  --------------------  ---------------
Net earnings . . . . . . . . . . . . . . . . . . .              25,670           16,681                 8,665            4,170

Retained earnings, beginning of period . . . . . .             218,619          245,471               234,334          256,716
Cash dividends declared. . . . . . . . . . . . . .              (1,935)          (1,909)                 (645)            (643)
                                                    -------------------  ---------------  --------------------  ---------------
Retained earnings, end of period . . . . . . . . .  $          242,354   $      260,243   $           242,354   $      260,243
                                                    ===================  ===============  ====================  ===============


Net earnings per common share - (Note 4):
   Basic . . . . . . . . . . . . . . . . . . . . .  $             0.80   $         0.53   $              0.27   $         0.13
                                                    ===================  ===============  ====================  ===============
   Diluted . . . . . . . . . . . . . . . . . . . .  $             0.79   $         0.51   $              0.27   $         0.13
                                                    ===================  ===============  ====================  ===============


Cash dividends per common share. . . . . . . . . .  $             0.06   $         0.06   $              0.02   $         0.02
                                                    ===================  ===============  ====================  ===============

Weighted average common shares outstanding:
   Basic . . . . . . . . . . . . . . . . . . . . .          32,215,244       31,588,426            32,196,368       32,132,147
                                                    ===================  ===============  ====================  ===============
   Diluted . . . . . . . . . . . . . . . . . . . .          32,496,043       32,392,471            32,480,682       32,393,205
                                                    ===================                   ====================  ===============
<FN>

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





                             MACDERMID, INCORPORATED
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                        (Amounts In Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                  Nine Months Ended September 30,
<S>                                                 <C>                                <C>
                                                                                2002        2001
                                                    ---------------------------------  ----------

Net cash flows from operating activities (Note 8):  $                         78,889   $  68,812

Cash flows from investing activities:
   Capital expenditures. . . . . . . . . . . . . .                            (4,587)    (16,119)
   Proceeds from disposition of fixed assets . . .                             2,310       2,462
   Acquisitions of businesses. . . . . . . . . . .                                 -     (17,756)
   Dispositions of businesses. . . . . . . . . . .                                 -       9,415
                                                    ---------------------------------  ----------
   Net cash flows used in investing activities . .                            (2,277)    (21,998)

Cash flows from financing activities:
   Net repayments of short-term borrowings . . . .                           (12,183)     (3,712)
   Long-term borrowings. . . . . . . . . . . . . .                            82,451     377,795
   Long-term repayments. . . . . . . . . . . . . .                          (139,577)   (404,808)
   Bond financing fees . . . . . . . . . . . . . .                                 -      (8,167)
   Purchase of treasury shares . . . . . . . . . .                              (443)          -
   Dividends paid. . . . . . . . . . . . . . . . .                            (1,935)     (1,909)
                                                    ---------------------------------  ----------
   Net cash flows used in financing activities . .                           (71,687)    (40,801)

Effect of exchange rate changes on
   cash and cash equivalents . . . . . . . . . . .                               324      (1,855)
                                                    ---------------------------------  ----------

   Increase in cash and cash equivalents . . . . .                             5,249       4,158
Cash and cash equivalents at beginning of period .                            17,067      17,732
                                                    ---------------------------------  ----------

Cash and cash equivalents at end of period . . . .  $                         22,316   $  21,890
                                                    =================================  ==========

<FN>

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


                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
          (In Thousands of Dollars, Except Share and Per Share Amounts)
Note  1.     Summary  of  Significant  Accounting  Policies
The  accompanying  unaudited consolidated condensed 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
("the  Corporation")  and  its subsidiary companies as of September 30, 2002 and
the  results  of  operations and cash flows for the nine and three month periods
ended  September 30, 2002 and 2001.  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 the Corporation's transition
year  2001  Annual  Report  for  the  year  ended  December  31,  2001.
Note  2.     Goodwill  and  Other  Intangible  Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and  Other  Intangible  Assets  ("SFAS  142"),  there is no amortization expense
recorded  for  goodwill  in  current,  or  future  periods.  Goodwill  and other
intangible  assets will be subject to an annual review for impairment or earlier
if  circumstances  or  events indicate that impairment has occurred.  This could
result  in  future  write-downs  or  the  write-off  of  such  assets.
Goodwill  carrying  amounts,  identified  for  the  following segments; Advanced
Surface  Finishes  "ASF",  Printing  Solutions  (formerly Graphic Arts) "PS" and
Electronics  Manufacturing  "EM",  are  as  follows:

<TABLE>
<CAPTION>



<S>                               <C>       <C>      <C>      <C>
                                  ASF       PS       EM       Total
                                  --------  -------  -------  --------
Balance as of December 31, 2001.  $123,052  $72,130  $27,389  $222,571
Effects of currency translation.     1,648      384        -     2,032
                                  --------  -------  -------  --------
Balance as of September 30, 2002  $124,700  $72,514  $27,389  $224,603
                                  ========  =======  =======  ========
</TABLE>

Acquired  intangible  asset  amounts  are  summarized  as  follows:
<TABLE>
<CAPTION>


                   September 30, 2002                        December 31, 2001
                  -------------------                       -------------------
<S>         <C>                  <C>                  <C>              <C>
            Gross Carrying       Accumulated          Gross Carrying   Accumulated
            Amount               Amortization         Amount           Amortization
            -------------------  -------------------  ---------------  --------------
Patents. .  $            19,698  $           (7,764)  $        20,865  $      (8,357)
Trademarks               27,481              (8,675)           28,281         (8,093)
Others . .                3,920              (1,964)           24,864        (20,135)
            -------------------  -------------------  ---------------  --------------
   Total .  $            51,099  $          (18,403)  $        74,010  $     (36,585)
            ===================  ===================  ===============  ==============
</TABLE>


Aggregate  estimated  amortization expense is expected to approximate $2,500 for
each  of  the  fiscal  years  ended  December  31,  2002  -  2006.


<TABLE>
<CAPTION>



Additional transitional disclosures:  Nine Months Ended   September 30,   Three Months Ended   September 30,
<S>                                   <C>                 <C>             <C>                  <C>
                                                    2002            2001                 2002            2001
                                      ------------------  --------------  -------------------  --------------
Reported net income. . . . . . . . .  $           25,670  $       16,681  $             8,665  $        4,170
Add back:  goodwill amortization . .                   -           1,913                    -               -
                                      ------------------  --------------  -------------------  --------------
Adjusted net income. . . . . . . . .  $           25,670  $       18,594  $             8,665  $        4,170
                                      ==================  ==============  ===================  ==============

Basic earnings per share:
  Reported net income. . . . . . . .  $             0.80  $         0.53  $              0.27  $         0.13
  Goodwill amortization. . . . . . .                   -  $         0.06                    -               -
                                      ------------------  --------------  -------------------  --------------
  Adjusted net income. . . . . . . .  $             0.80  $         0.59  $              0.27  $         0.13
                                      ==================  ==============  ===================  ==============
Diluted earnings per share:
  Reported net income. . . . . . . .  $             0.79  $         0.51  $              0.27  $         0.13
  Goodwill amortization. . . . . . .                   -  $         0.06                    -               -
                                      ------------------  --------------  -------------------  --------------
  Adjusted net income. . . . . . . .  $             0.79  $         0.57  $              0.27  $         0.13
                                      ==================  ==============  ===================  ==============
</TABLE>


Note  3.     Common  Share  Data
The  following  table  summarizes  common  share  activity during the nine month
periods  ended  September  30,  2002  and  2001.
<TABLE>
<CAPTION>



<S>                                 <C>          <C>
                                          2002         2001
                                    -----------  ----------
Balance beginning of period. . . .  46,409,757   45,408,464
Shares issued - stock awards . . .     130,000            -
Shares cancelled - stock awards. .     (80,000)           -
Shares issued - warrants exercised           -    1,001,293
                                    -----------  ----------
Balance end of period. . . . . . .  46,459,757   46,409,757
                                    ===========  ==========
</TABLE>


The  Board  of Directors has from time-to-time authorized the purchase of issued
and outstanding shares of the Corporation's common stock.  Common shares held in
treasury,  were  14,331,075 at September 30, 2002 and 14,309,654 at December 31,
2001.  There  remained  authorization  to  purchase approximately 121,000 common
shares as of September 30, 2002.  Such additional shares may be acquired through
privately  negotiated transactions or on the open market from time to time.  Any
future  repurchases  by  MacDermid will depend on various factors, including the
market  price  of  the shares, the Corporation's business and financial position
and general economic and market conditions.  Additional shares acquired pursuant
to  such  authorization  will  be held in the Corporation's treasury and will be
available  for  the  Corporation to issue 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).
Note  4.     Earnings  Per  Common  Share
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  share  warrants  outstanding  during  the  period.
Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  Options to purchase 1,886,484 shares of common stock were
outstanding  during  the  period  but  were  not  included in the computation of
diluted  EPS because those options would be antidilutive based on current market
prices.

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


<TABLE>
<CAPTION>


                                   Nine Months Ended  September 30,  Three Months Ended  September 30,
<S>                                <C>                <C>            <C>                 <C>
                                                2002           2001                2002           2001
                                   -----------------  -------------  ------------------  -------------
Basic common shares . . . . . . .         32,215,244     31,588,426          32,196,368     32,132,147
Dilutive effect of stock options.            280,799        260,292             284,314        261,058
Dilutive effect of share warrants                  -        543,753                   -              -
                                   -----------------  -------------  ------------------  -------------
Diluted common shares . . . . . .         32,496,043     32,392,471          32,480,682     32,393,205
                                   =================  =============  ==================  =============
</TABLE>


Note  5.     Comprehensive Income and Cumulative Comprehensive Equity Adjustment
The  components  of  comprehensive  income  for the nine and three month periods
ended  September  30,  2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>


                                            Nine Months Ended    September 30,    Three Months Ended   September 30,
<S>                                        <C>                  <C>              <C>                   <C>
                                                         2002             2001                  2002             2001
                                           -------------------  ---------------  --------------------  --------------
Net earnings. . . . . . . . . . . . . . .  $           25,670   $       16,681   $             8,665   $        4,170
Other comprehensive income:
  Foreign currency translation adjustment               5,081           (3,709)               (3,316)           2,198
  Minimum pension liability . . . . . . .                   -           (9,670)                    -                -
  Hedging activities. . . . . . . . . . .                (103)               -                  (102)             258
                                           -------------------  ---------------  --------------------  --------------
Comprehensive income. . . . . . . . . . .  $           30,648   $        3,302   $             5,247   $        6,626
                                           ===================  ===============  ====================  ==============
</TABLE>


The  components  of cumulative equity adjustments for comprehensive income as of
September  30,  2002  and  December  31,  2001  are  as  follows:
<TABLE>
<CAPTION>



<S>                                      <C>                   <C>
                                         September 30, 2002    December 31, 2001
                                         --------------------  -------------------
Cumulative equity adjustments for:
   Foreign currency translation . . . .  $           (11,268)  $          (16,349)
   Additional minimum pension liability               (2,954)              (2,954)
   Hedging activities . . . . . . . . .                 (379)                (276)
                                         --------------------  -------------------
Cumulative comprehensive income . . . .  $           (14,601)  $          (19,579)
                                         ====================  ===================
</TABLE>

Note  6.     Segment  Reporting
The  Corporation  provides  development, manufacture and technical service for a
large  variety  of  specialty  chemical  processes  and related equipment in two
reportable  operating  segments:  Advanced  Surface  Finishing  and  Printing
Solutions,  which  was previously referred to as Graphic Arts.  In addition, the
Corporation  operates a third reportable segment, Electronics Manufacturing, for
the  design  and  manufacture  of  printed circuit boards.  These three segments
under which the Corporation operates on a worldwide basis are managed separately
as  each  segment  has  differences in technology and marketing strategies.  The
chemicals  supplied  by Advanced Surface Finishing are used for a broad range of
purposes  including  finishing metals and non metallic surfaces, electro-plating
metal  surfaces,  etching,  imaging,  metalization,  high  pressure  fluids  and
cleaning.  The  chemicals  supplied  by  Printing Solutions are used for diverse
purposes  including  offset  blankets,  printing  plates,  textile  blankets and
rubber-based  covers  for industrial rollers used in the printing industry.  The
Electronics  Manufacturing  segment  produces  a wide variety of both single and
double  sided  printed  circuit  boards.
The  business  segments  reported  below are the segments of the Corporation for
which  separate  financial  information  is  available  and  for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of each business segment are the same as
those  described  in  the  Summary  of  Significant Accounting Policies, Note 1.
Net  sales  for  all  of  the  Corporation's products fall into one of the three
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears on those costs.  Operating income amounts are reviewed before amortization
of  intangible  assets  and  non-recurring  charges.  The  business  segment
identifiable  assets  which  follow  are reconciled to total consolidated assets
including  unallocated  corporate assets which consist primarily of deferred tax
assets  and  certain  other  long  term  assets not directly associated with the
support  of  the  individual  segments.


<TABLE>
<CAPTION>



Results of operations by segment:         Nine Months Ended    September 30,    Three Months Ended    September 30,
<S>                                      <C>                  <C>              <C>                   <C>
                                                       2002             2001                  2002             2001
                                         -------------------  ---------------  --------------------  ---------------
Net sales:
   Advanced surface finishing . . . . .  $          239,465   $      274,627   $            80,476   $       79,592
   Printing solutions.. . . . . . . . .             211,810          225,798                69,959           73,887
   Electronics manufacturing. . . . . .              60,549           68,125                17,711           18,184
                                         -------------------  ---------------  --------------------  ---------------
     Consolidated net sales . . . . . .  $          511,824   $      568,550   $           168,146   $      171,663
                                         -------------------  ---------------  --------------------  ---------------

Operating income (loss):
   Advanced surface finishing . . . . .  $           32,132   $       39,853   $            11,233   $        9,586
   Printing solutions . . . . . . . . .              36,277           34,984                12,455           10,586
   Electronics manufacturing. . . . . .               2,838           (5,109)                  553           (1,229)
   Restructuring and impairment expense                   -           (5,874)                    -                -
   Amortization expense . . . . . . . .              (4,696)          (9,096)               (1,558)          (2,246)
                                         -------------------  ---------------  --------------------  ---------------
     Consolidated operating income. . .  $           66,551   $       54,758   $            22,683   $       16,697

      Interest income . . . . . . . . .                 472            1,151                   196              319
      Interest expense. . . . . . . . .             (26,798)         (28,396)               (8,855)         (10,217)
      Other (expense) income, net . . .              (1,689)          (1,942)               (1,136)            (889)
      Earnings before income taxes
                                         -------------------  ---------------  --------------------  ---------------
        and minority interest . . . . .  $           38,536   $       25,571   $            12,888   $        5,910
                                         ===================  ===============  ====================  ===============
</TABLE>

<TABLE>
<CAPTION>



Identifiable assets by segment:  September 30, 2002   December 31, 2001
                                 -------------------  ------------------
<S>                              <C>                  <C>
Advanced surface finishing. . .  $           154,804  $          177,253
Printing solutions. . . . . . .              406,890             431,353
Electronics manufacturing . . .              131,234             132,296
Corporate-wide. . . . . . . . .               56,688              49,983
                                 -------------------  ------------------
   Consolidated assets. . . . .  $           749,616  $          790,885
                                 ===================  ==================
</TABLE>


Note  7.     Restructuring  Charges  and  Acquisition  Liabilities
The  Corporation initiated restructuring programs (included in accrued expenses)
each  of  the two previous fiscal years in order to reduce its manufacturing and
operating  cost  structures.
Transition year ended December 31, 2001 included a $21,264 restructuring charge,
representing  management  and  office  support redundancies.  The resulting cash
payments  and  other  charges,  including  cash  payments of $2,597 for the nine
months ended September 30, 2002, are summarized, cumulative, since inception, on
the  following  table:
<TABLE>
<CAPTION>



<S>                     <C>         <C>             <C>                <C>
                        Inception   Cash Payments   Non-cash Charges   Balance
                        ----------  --------------  -----------------  --------
Severance. . . . . . .  $    2,918  $        2,548  $               -  $    370
Lease/asset write-offs      18,346             105             17,262       979
                        ----------  --------------  -----------------  --------
   Total . . . . . . .  $   21,264  $        2,653  $          17,262  $  1,349
                        ==========  ==============  =================  ========
</TABLE>


Fiscal  year  ended  March  31,  2001  included  a  $6,663 restructuring charge,
primarily  representing  management  and  office  support  redundancies.  The
resulting  cash  payments  and other charges, including cash payments of $22 for
the  nine  months  ended  September  30, 2002, are summarized, cumulative, since
inception,  on  the  following  table:
<TABLE>
<CAPTION>



<S>                     <C>         <C>             <C>                <C>
                        Inception   Cash Payments   Non-cash Charges   Balance
                        ----------  --------------  -----------------  --------
Severance. . . . . . .  $    6,133  $        5,798  $             335  $      -
Lease/asset write-offs         530             106                424         -
                        ----------  --------------  -----------------  --------
   Total . . . . . . .  $    6,663  $        5,904  $             759  $      -
                        ==========  ==============  =================  ========
</TABLE>


The Corporation established liabilities (included in accrued expenses) in fiscal
year  1999 when recording the acquisition of W.Canning, plc.  The reorganization
of employees has been completed.  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  leased
facilities  and  sale of owned facilities.  See Contingencies and Legal Matters,
Note  10,  regarding  environmental  activity.
The  following  table  summarizes the cumulative activity to this account, since
inception,  including  cash payments of $159 for the nine months ended September
30,  2002:
<TABLE>
<CAPTION>



<S>            <C>         <C>          <C>       <C>
               Inception   Adjustments  Payments  Balance
               ----------  -----------  --------  --------
Facilities. .  $    4,200          885     3,464  $  1,621
Redundancies.       2,050        3,100     5,150         -
Environmental       2,000            -       120     1,880
               ----------  -----------  --------  --------
   Total. . .  $    8,250        3,985     8,734  $  3,501
               ==========  ===========  ========  ========
</TABLE>


Note  8.     Supplemental  Cash  Flow  Information
The  following  table  illustrates  the  major components of net cash flows from
operating  activities as well as cash paid for interest and income taxes for the
nine  months  ended  September  30,  2002  and  2001:
<TABLE>
<CAPTION>


                                                             Nine Months Ended September 30,
<S>                                                <C>                               <C>
                                                                               2002     2001
                                                      -----------------------------  -------
Net cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . .  $                         25,670  $16,681
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
   Depreciation . . . . . . . . . . . . . . . . .                            15,828   18,306
   Amortization . . . . . . . . . . . . . . . . .                             4,696    9,096
   Provision for bad debts. . . . . . . . . . . .                             4,451    3,506
   Stock option expense . . . . . . . . . . . . .                             2,143      247
   Other changes in assets and liabilities. . . .                            26,101   20,976
                                                      -----------------------------  -------

   Net cash flows from operating activities . . .  $                         78,889  $68,812
                                                      =============================  =======


Cash paid for interest. . . . . . . . . . . . . .  $                         37,052  $19,540
                                                      =============================  =======

Cash paid for income taxes. . . . . . . . . . . .  $                          7,101  $14,893
                                                      =============================  =======
</TABLE>



Note  9.     Market  Risk
The  Corporation  is exposed to market risk in the normal course of its business
operations  due to its operations in different foreign countries and its 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.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.
The  Corporation  is  exposed  to  interest  rate risk primarily from its credit
facility,  which  is  based  upon  various  floating rates.  The Corporation has
entered  into  interest  rate  swaps, a portion of which have been designated as
hedging  instruments  under  the provisions of Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.
At  September  30,  2002,  the  aggregate  notional  amount  covers  80%  of its
borrowings  on  this  credit  facility.  The  resulting  weighted-average  fixed
interest  rate is 6.2% under this facility.  The Corporation further reduced its
exposure to interest rate risk with a fixed rate bond offering during transition
year 2001.  For additional information, see Financial Information for Guarantors
of  the  Corporation's  Bond  Offering,  Note 11.  Based upon expected levels of
borrowing  in  2002  and  providing for swap protection, an increase in interest
rates  of  100  basis  points would result in an incremental interest expense of
less  than  $200.

The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 45% of the Corporation's
sales  are denominated in currencies other than the US Dollar, predominantly the
Pound Sterling, currencies pegged to the Euro, the Yen, Hong Kong and New Taiwan
Dollars.  For  the  nine  month  period  ending  September 30, 2002, there was a
positive impact on earnings of less than 1%.  The impact on operating cash flows
has  been less than $2,600 annually.  Management continually reviews the balance
between foreign currency denominated assets and liabilities in order to minimize
the  exposure  to  foreign  exchange  fluctuations.  Approximately  60%  of  the
Corporation's  identifiable  assets are denominated in currencies other than the
US  Dollar, predominantly the Pound Sterling, currencies pegged to the Euro, the
Yen,  Hong  Kong  and  New  Taiwan  Dollars.
The  Corporation  does  not  enter into any derivative financial instruments for
trading  purposes.  The  Corporation has certain other supply agreements for raw
material inventories but has chosen not to enter into any price hedging with its
suppliers  for  commodities.
The  Corporation's  business  operations, consist principally of manufacture and
sale  of  specialty  chemicals,  supplies  and  related  equipment  to customers
throughout much of the world.  Approximately 40% of the business is concentrated
in  the  printing  industry  used  for a wide variety of applications, including
offset  blankets,  printing plates, textile blankets and rubber based covers for
industrial rollers, while 30% of the business is concentrated in the electronics
industry,  between  manufacturers  of printed circuit boards which are used in a
wide  variety  of  end-use applications, including computers, communications and
control equipment, appliances, automobiles and entertainment products as well as
the  manufacture  of printed circuit boards.  As is usual for this business, the
Corporation  generally  does  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.
Note  10.     Contingencies  and  Legal  Matters
The  nature  of  the  Corporation's  operations  and  products,  including  raw
materials, as manufacturers and distributors of specialty chemicals and systems,
expose  it  to  the  risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  As such, the Corporation is subject to extensive U.S. and
foreign  laws  and  regulations  relating to environmental protection and worker
health  and  safety, including those governing discharges of pollutants into the
air  and  water, the management and disposal of hazardous substances and wastes;
and  the  cleanup of contaminated properties.  The Corporation has incurred, and
will  continue to incur, significant costs and capital expenditures in complying
with  these  laws  and  regulations.  The  Corporation  could  incur significant
additional  costs,  including  cleanup  costs,  fines, sanctions and third-party
claims,  as  a  result of violations of or liabilities under environmental laws.
In  order  to ensure compliance with applicable environmental, health and safety
laws  and regulations, the Corporation maintains a disciplined environmental and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve, predominantly attributable to those Canning
sites  that  it  believes  will  require  environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase  price  payment of approximately $2,000.  The Corporation estimates the
range  of  cleanup  costs  at  its  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 the Corporation's liabilities
exceed  $2,000, it may be entitled to additional indemnification payments.  Such
recovery  may  be  uncertain,  however,  and  would  likely  involve significant
litigation expense.  See Restructuring Charges and Acquisition Liabilities, Note
7.  The  Corporation  does not anticipate that it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
Legal  Proceedings:  On  June 25, 2002, the U.S. Environmental Protection Agency
brought  an  administrative  complaint  against  the  Adams,  Massachusetts
manufacturing  facility owned by MacDermid Graphic Arts, Inc., alleging that the
facility  violated  certain  regulations  and  permit requirements regarding air
emissions  and  related record keeping matters.  The allegations arise primarily
out of conduct that allegedly occurred prior to the Corporation's acquisition of
the  facility  through its December 1999 acquisition of Polyfibron Technologies,
Inc.  The  complaint  seeks $318 in penalties.  The Corporation's subsidiary has
responded  to  the  complaint and will engage a defense to the allegations.  The
Corporation  currently believes that this matter will not have a material impact
on  its  results  of  operations  and  financial  position.
On  January  30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill  from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in  November of 1994, together with other information relating to operations and
compliance  at the Huntingdon Avenue facility.  The Corporation was subsequently
informed  that  it  is a subject of the grand jury's investigation in connection
with  alleged  criminal  violations of the federal Clean Water Act pertaining to
its wastewater handling practices.  In addition, two of the Corporation's former
employees,  who  worked  at the Huntington Avenue facility, pled guilty in early
2001  to misdemeanor violations under the Clean Water Act in connection with the
above  matter.  These  individuals  were sentenced to fines of $25 and $10 and 2
years  probation,  as  well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated  is required to pay fines and penalties
totaling  $2,000,  without  interest,  over  six  quarterly installments.  As of
September  30,  2002,  the  Corporation  has  paid  $1,333  to  the  Connecticut
Department of Environmental Protection and will pay the remaining amount of $667
over  the  next  two  quarters.  In addition, the Corporation is required to pay
$2,050  to  various local charitable and environmental organizations and causes.
The  amount  of  $542  has  been  paid  through  September  30, 2002 leaving the
remaining $1,508 required to be paid by April 30, 2003.  The Corporation will be
placed on probation for two years and will perform certain environmental audits,
as  well as other environmentally related actions.  The Corporation had recorded
liabilities  during  the  negotiation  period  and  therefore  its  results  of
operations  and  financial  position will not be affected by these arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes 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.
Note  11.     Financial  Information  for  Guarantors  of the Corporation's Bond
Offering
The  Corporation  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  the  Corporation  ("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.  The  Corporation's unrestricted subsidiaries that resulted from
the  January  2001  Eurocir  acquisition  and  its  foreign subsidiaries are not
guarantors of the indebtedness under the bond offering.  The following financial
information  is  presented  to  give additional disclosures to the Corporation's
consolidated  condensed  financial  statements,  with  respect to: a) the parent
(MacDermid, Incorporated as the issuer), b) the guarantors, c) the non-guarantor
subsidiaries,  d)  the  unrestricted  non-guarantor subsidiaries, e) elimination
entries  and  f)  the  Corporation on a consolidated basis for and as of the the
fiscal  periods  ended  September  30, 2002 and 2001 and December 31, 2001.  The
equity  method  has  been used by the Corporation with respect to investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with  respect  to  investments  in  non-guarantor subsidiaries and by subsidiary
non-guarantors  with  respect  to  investments  in  unrestricted  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  is not
necessarily  indicative  of  financial  position, results of operations and cash
flows  that these entities would have achieved on a stand-alone basis and should
be  read  in  conjunction  with  the consolidated financial statements and notes
thereto included in the Corporation's transition year 2001 Annual Report for the
year  ended  December  31,  2001.

CONSOLIDATED  CONDENSED  BALANCE  SHEET
SEPTEMBER  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                   INCORPORATED
<PAGE>
                               MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS   SUBSIDIARIES
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents .  $       7,083  $       1,294   $      13,505   $         434   $           -   $      22,316
Accounts receivables, net .         12,569         26,679          97,095          12,855               -         149,198
Due (to) from affiliates. .        152,058        (88,919)        (37,401)        (25,738)              -               -
Inventories . . . . . . . .         13,108         27,698          47,678           8,469               -          96,953
Prepaid expenses. . . . . .            937          1,000           4,947             173               -           7,057
Deferred income taxes . . .          9,781              -           3,229             663               -          13,673
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        195,536        (32,248)        129,053          (3,144)              -         289,197

Property, plant and
  equipment, net. . . . . .         15,031         49,892          54,008          19,464               -         138,395
Goodwill. . . . . . . . . .         13,240         68,178         116,078          27,107               -         224,603
Intangibles, net. . . . . .              -          7,058          25,547              91               -          32,696
Investments in subsidiaries        326,438        238,014           7,541               -        (571,993)              -
Other assets. . . . . . . .         41,690         10,938           9,069           3,028               -          64,725
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     591,935  $     341,832   $     341,296   $      46,546   $    (571,993)  $     749,616
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>

CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
SEPTEMBER  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                                  MACDERMID
                                                                                 UNRESTRICTED                    INCORPORATED

<PAGE>
                                  MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                                INCORPORATED     SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                               ---------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>              <C>             <C>             <C>             <C>             <C>
LIABILITIES AND . . . . . . .  SHAREHOLDERS'    EQUITY
Current liabilities:
Notes payable . . . . . . . .  $            -   $           -   $       1,931   $       3,146   $           -   $       5,077
Current installments of
   long-term obligations. . .               -             146             340           6,302               -           6,788
Accounts and dividend payable          11,118           8,723          31,223          12,823               -          63,887
Accrued expenses. . . . . . .          26,594          14,665          25,412           2,866               -          69,537
Income taxes. . . . . . . . .           8,494          (8,139)          7,234             406               -           7,995
                               ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities . .          46,206          15,395          66,140          25,543               -         153,284

Long-term obligations . . . .         301,783             705          28,391           9,220               -         340,099
Accrued postretirement. . . .           9,219               -           3,645               -               -          12,864
Deferred income taxes . . . .               -            (760)          4,165             805               -           4,210
Other long-term liabilities .               -              54             941             149               -           1,144
Minority interest . . . . . .               -               -               -           3,288               -           3,288

Shareholders' equity:
Common stock. . . . . . . . .          46,460             (50)          3,760               3          (3,713)         46,460
Additional paid-in capital. .          19,899         187,630          89,502          10,260        (287,392)         19,899
Retained earnings . . . . . .         242,354         150,502         150,336          (2,053)       (298,785)        242,354
Cumulative comprehensive
   income equity
   adjustment, net. . . . . .         (14,601)        (11,644)         (5,584)           (669)         17,897         (14,601)
Less cost common shares
   in treasury. . . . . . . .         (59,385)              -               -               -               -         (59,385)
                               ---------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity. .         234,727         326,438         238,014           7,541        (571,993)        234,727
                               ---------------  --------------  --------------  --------------  --------------  --------------

                               $      591,935   $     341,832   $     341,296   $      46,546   $    (571,993)  $     749,616
                               ===============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED

<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>

Net sales . . . . . . . .  $      73,125   $     137,624   $     252,662   $      60,549   $     (12,136)  $     511,824

Costs and expenses:
Cost of sales . . . . . .         43,085          65,690         132,775          52,108         (12,136)        281,522
Selling, technical and
   administrative . . . .         42,915          33,676          76,861           5,603               -         159,055
Amortization. . . . . . .          2,595           1,232             848              21               -           4,696
Equity in earnings of
   Subsidiaries . . . . .        (45,659)        (26,783)            162               -          72,280               -
Interest income . . . . .            (55)            (70)           (325)            (22)              -            (472)
Interest expense. . . . .         14,316           6,223           4,268           1,991               -          26,798
Other expense
   (income), net. . . . .          2,173             (45)           (405)            (34)              -           1,689
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  59,370          79,923         214,184          59,667          60,144         473,288
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   And minority interest.         13,755          57,701          38,478             882         (72,280)         38,536
Income taxes benefit
   (expense). . . . . . .         11,915         (12,042)        (11,695)           (509)              -         (12,331)
Minority interest . . . .              -               -               -            (535)              -            (535)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $      25,670   $      45,659   $      26,783   $        (162)  $     (72,280)  $      25,670
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED

<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>

Net sales . . . . . . . .  $      22,913   $      43,782   $      87,158   $      17,711   $      (3,418)  $     168,146

Costs and expenses:
Cost of sales . . . . . .         13,788          19,906          46,505          15,564          (3,418)         92,345
Selling, technical and
   administrative . . . .         13,804          11,050          25,112           1,594               -          51,560
Amortization. . . . . . .            865             411             275               7               -           1,558
Equity in earnings of
   subsidiaries . . . . .        (17,194)        (10,233)            195               -          27,232               -
Interest income . . . . .            (15)            (18)           (155)             (8)              -            (196)
Interest expense. . . . .          5,925             977           1,280             673               -           8,855
Other expense
   (income), net. . . . .          1,385             115            (312)            (52)              -           1,136
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  18,558          22,208          72,900          17,778          23,814         155,258
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   and minority interest.          4,355          21,574          14,258             (67)        (27,232)         12,888
Income taxes benefit
   (expense). . . . . . .          4,310          (4,380)         (4,025)            (28)              -          (4,123)
Minority interest . . . .              -               -               -            (100)              -            (100)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $       8,665   $      17,194   $      10,233   $        (195)  $     (27,232)  $       8,665
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                               MACDERMID
                                                                               UNRESTRICTED                   INCORPORATED

<PAGE>
                                MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                       AND
                               INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    SUBSIDIARIES
                              --------------  --------------  --------------  --------------  -------------  --------------
<S>                           <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows (used in)
   provided by
   operating activities: . .  $       1,344   $      27,317   $      45,022   $       5,206   $           -  $      78,889

Investing activities:
Capital expenditures . . . .           (898)         (1,038)         (1,554)         (1,097)              -         (4,587)
Proceeds from disposition
   of fixed assets . . . . .              -           1,999             155             156               -          2,310
                              --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows used in
   investing activities. . .           (898)            961          (1,399)           (941)              -         (2,277)
                              --------------  --------------  --------------  --------------  -------------  --------------

Financing activities:
Net proceeds from
   (repayments of)
   short-term borrowings . .         (9,029)        (17,010)         18,517          (4,661)              -        (12,183)
Long-term borrowings . . . .         79,500               -               -           2,951               -         82,451
Long-term repayments . . . .        (88,500)              -         (48,379)         (2,698)              -       (139,577)
Purchase of treasury shares.           (443)              -               -               -               -           (443)
Dividends paid . . . . . . .         20,690         (11,855)        (10,770)              -               -         (1,935)
                              --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
   by / (used in)
   financing activities. . .          2,218         (28,865)        (40,632)         (4,408)              -        (71,687)
                              --------------  --------------  --------------  --------------  -------------  --------------

Effect of exchange rate

   changes on
   cash and equivalents. . .              -               -             253              71               -            324
                              --------------  --------------  --------------  --------------  -------------  --------------

Net (decrease) increase in
   cash and equivalents. . .          2,664            (587)          3,244             (72)              -          5,249
Cash and cash equivalents
   at beginning of period. .          4,419           1,881          10,261             506               -         17,067
                              --------------  --------------  --------------  --------------  -------------  --------------
Cash and cash equivalents
   at end of period. . . . .  $       7,083   $       1,294   $      13,505   $         434   $           -  $      22,316
                              ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  BALANCE  SHEET
DECEMBER  31,  2001
(audited)
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                   INCORPORATED
<PAGE>
                               MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS   SUBSIDIARIES
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents .  $       4,419  $       1,881   $      10,261   $         506   $           -   $      17,067
Accounts receivables, net .         14,361         28,107         106,645          15,117               -         164,230
Due (to) from affiliates. .        246,066       (184,474)        (39,295)        (22,297)              -               -
Inventories, net. . . . . .         17,442         35,849          49,314           8,429               -         111,034
Prepaid expenses. . . . . .            779          2,707           4,582               -               -           8,068
Deferred income taxes . . .          9,781              -           3,451             599               -          13,831
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        292,848       (115,930)        134,958           2,354               -         314,230

Property, plant and
  equipment, net. . . . . .         20,231         57,730          54,702          19,819               -         152,482
Goodwill. . . . . . . . . .         16,056         80,221          99,187          27,107               -         222,571
Intangibles, net. . . . . .              -         11,219          26,106             100               -          37,425
Investments in subsidiaries        231,820        224,640           9,192               -        (465,652)              -
Other assets. . . . . . . .         40,529          9,325          12,273           2,050               -          64,177
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     601,484  $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>


CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
DECEMBER  31,  2001
(audited)
<TABLE>
<CAPTION>


                                                                                                                  MACDERMID
                                                                                 UNRESTRICTED                    INCORPORATED
<PAGE>
                                  MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                                INCORPORATED     SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                               ---------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>              <C>             <C>             <C>             <C>             <C>
LIABILITIES AND . . . . . . .  SHAREHOLDERS'    EQUITY
Current liabilities:
Notes payable . . . . . . . .  $            -   $           -   $       5,898   $       7,063   $           -   $      12,961
Current installments of
   long-term obligations. . .               -             148             482           4,984               -           5,614
Accounts and dividend payable           9,273           9,091          28,649          15,018               -          62,031
Accrued expenses. . . . . . .          37,955          18,250          24,138           2,543               -          82,886
Income taxes. . . . . . . . .          (2,533)          7,785           5,214               2               -          10,468
                               ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities . .          44,695          35,274          64,381          29,610               -         173,960

Long-term obligations . . . .         349,140             802          34,733           9,113               -         393,788
Accrued postretirement. . . .           4,218               -           8,055              35               -          12,308
Deferred income taxes . . . .               -            (762)          4,399             727               -           4,364
Other long-term liabilities .               -              71             210               -               -             281
Minority interest . . . . . .               -               -               -           2,753               -           2,753

Shareholders' equity:
Common stock. . . . . . . . .          46,410             (99)          3,809               3          (3,713)         46,410
Additional paid-in capital. .          16,923         125,936         100,248          10,260        (236,444)         16,923
Retained earnings . . . . . .         218,619         126,625         135,166          (1,891)       (259,900)        218,619
Cumulative comprehensive
   income equity
   adjustment, net. . . . . .         (19,579)        (20,642)        (14,583)            820          34,405         (19,579)
Less cost common shares
   in treasury. . . . . . . .         (58,942)              -               -               -               -         (58,942)
                               ---------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity. .         203,431         231,820         224,640           9,192        (465,652)        203,431

                               ---------------  --------------  --------------  --------------  --------------  --------------
                               $      601,484   $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                               ===============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED
<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales . . . . . . . .  $      94,921   $     171,656   $     278,920   $      57,511   $     (34,458)  $     568,550

Costs and expenses:
Cost of sales . . . . . .         63,074         103,619         148,214          51,869         (34,458)        332,318
Selling, technical and
   administrative . . . .         42,156          45,491          79,457           5,274               -         172,378
Amortization. . . . . . .            955           4,225           3,544             372               -           9,096
Equity in earnings of
   subsidiaries . . . . .        (29,889)        (31,701)          1,856               -          59,734               -
Interest income . . . . .           (153)           (416)           (567)            (17)              -          (1,153)
Interest expense. . . . .         14,483          11,426             305           2,183               -          28,397
Other expense
   (income), net. . . . .            962             634             554            (207)              -           1,943
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  91,588         133,278         233,363          59,474          25,276         542,979
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   and minority interest.          3,333          38,378          45,557          (1,963)        (59,734)         25,571
Income taxes benefit
   (expense). . . . . . .         13,348          (8,489)        (13,856)              2               -          (8,995)
Minority interest . . . .              -               -               -             105               -             105
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $      16,681   $      29,889   $      31,701   $      (1,856)  $     (59,734)  $      16,681
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED
<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales . . . . . . . .  $      26,418   $      54,079   $      85,760   $      15,298   $      (9,892)  $     171,663

Costs and expenses:
Cost of sales . . . . . .         17,416          31,900          47,324          13,644          (9,892)        100,392
Selling, technical and
   Administrative . . . .         11,764          13,738          25,339           1,487               -          52,328
Amortization. . . . . . .              -             836           1,409               1               -           2,246
Equity in earnings of
   Subsidiaries . . . . .         (8,144)         (7,811)            470               -          15,485               -
Interest income . . . . .            (44)            (33)           (239)             (3)              -            (319)
Interest expense. . . . .          5,824           4,247            (554)            700               -          10,217
Other expense
   (income), net. . . . .            840             106             (42)            (15)              -             889
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  27,656          42,983          73,707          15,814           5,593         165,753
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   and minority interest.         (1,238)         11,096          12,053            (516)        (15,485)          5,910
Income taxes benefit
   (expense). . . . . . .          5,408          (2,952)         (4,242)            (32)              -          (1,818)
Minority interest . . . .              -               -               -              78               -              78
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $       4,170   $       8,144   $       7,811   $        (470)  $     (15,485)  $       4,170
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2001
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
(unaudited)                                                                   UNRESTRICTED                   INCORPORATED
<PAGE>
                               MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                       AND
                              INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                          <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
   by (used in)
   operating activities:. .  $     (38,843)  $      47,432   $      42,009   $      18,214   $           -  $      68,812

Investing activities:
Capital expenditures. . . .         (4,366)         (2,503)         (4,403)         (4,847)              -        (16,119)
Proceeds from disposition
   of fixed assets. . . . .             71               -           2,206             185               -          2,462
Acquisitions of businesses.              -          15,333         (13,432)        (19,657)              -        (17,756)
Dispositions of businesses.              -               -           9,415               -               -          9,415
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
   provided by
   investing activities . .         (4,295)         12,830          (6,214)        (24,319)              -        (21,998)
                            --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Net proceeds from
   (repayments of)
   short-term borrowings. .         54,919         (45,361)        (21,248)          7,978               -         (3,712)
Long-term borrowings. . . .        317,008           3,000          57,787               -               -        377,795
Long-term repayments. . . .       (327,094)        (20,645)        (57,069)              -               -       (404,808)
Bond financing fees . . . .         (8,167)              -               -               -               -         (8,167)
Dividends paid. . . . . . .          9,604             266         (11,779)              -               -         (1,909)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
   by (used in)
   financing activities . .         46,270         (62,740)        (32,309)          7,978               -        (40,801)
                            --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on
   Changes on
   cash and equivalents . .              -            (412)         (1,310)           (133)              -         (1,855)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net (decrease) increase in
   cash and equivalents . .          3,132          (2,890)          2,176           1,740               -          4,158
Cash and cash equivalents
   at beginning of period .          4,979           4,826           7,927               -               -         17,732
                            --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash equivalents
   at end of period . . . .  $       8,111   $       1,936   $      10,103   $       1,740   $           -  $      21,890
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


ITEM  2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE  FOLLOWING DISCUSSION COMPARES THE RESULTS OF OPERATIONS FOR THE THREE MONTH
PERIOD  WHICH  ENDED  SEPTEMBER  30,  2002  TO  THE  SAME  PERIOD  IN  2001.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing:  Total  sales  for  the current quarter were $80.5
million,  an  increase  of  $0.9  million,  or 1% from $79.6 million in the same
period  last year.  This includes a positive foreign currency translation effect
of  $3.1  million.  Proprietary sales, excluding the effects of foreign currency
translation,  were  1%  higher  than the same period last year.  The proprietary
sales  remain  flat  due  to  weak  consumer volume in the worldwide electronics
industry.
Cost  of  sales,  as  a percentage of sales were well below the same period last
year.  Lower  costs  were  significantly  influenced  by  the closure of a North
American  production facility.  Gross profit percentage was 53.0% as compared to
50.2%  for  the  same  period  last  year,  in  a  large part, the result of the
previously  mentioned  facility  closure  and  other  cost  reduction  efforts.
Selling,  technical and administrative expenses ("ST&A") were $31.5 million this
quarter,  a  4%  increase  as compared to $30.4 million for the same period last
year.  The  increase is primarily from higher insurance costs and a $1.2 million
foreign  currency  translation  effect.  ST&A  as  a percentage of sales for the
current  quarter  was  39.1%  as compared to 38.2% in the same period last year.
Total  amortization  expense  was  $1.4 million for the three month period ended
September  30, 2002.  This was $0.7 million less than the same period last year.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization)  increased  31% from $7.5 million to $9.8 million.
Printing  Solutions: The printing solutions business segment had previously been
referred  to  as  graphic  arts.  Total sales for the current quarter were $69.9
million, a decrease of $4.0 million, or 5% from $73.9 million in the same period
last year.  This includes a positive foreign currency translation effect of $1.4
million.  Sales  in  the  worldwide commercial printing and publication areas of
the  printing  solutions  business were weak as compared to the same period last
year  as  economies  remain  soft.
Cost of sales, as a percentage of sales were slightly below the same period last
year  due  to the closure of a North American production facility.  Gross profit
percentage  was  44.3%  as  compared  to  41.4%  for  the same period last year.
ST&A  expenses  were  $18.5  million  this quarter, a 7% decrease as compared to
$20.0  million  for the same period last year, as a result of the elimination of
certain  management  and  office  support redundancies.  ST&A as a percentage of
sales  for the current quarter was 26.5% as compared to 27.0% in the same period
last  year.  Total  amortization  expense  was  $0.2 million for the three month
period  ended  September  30,  2002,  similar  to  the  same  period  last year.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  increased  18%  from  $10.4  million  to  $12.3  million.
Electronics  Manufacturing:  Total  sales  for  the  current  quarter were $17.7
million, a decrease of $0.5 million, or 3% from $18.2 million in the same period
last  year.  This  includes a positive effect of foreign currency translation of
$1.7  million.  The  decrease  is  due to the closure of the Corporation's North
American  circuit  board  manufacturer,  Dynacircuits,  for  which sales of $2.9
million  were  included  in  the  same  period  last  year.
Cost  of  sales,  as  a  percentage  of  sales decreased with the closure of the
Dynacircuits  operation.  Gross  profit percentage was 12.1% as compared to 4.1%
for  the  same  period  last  year,  as  a  result.
ST&A expenses decreased $0.4 million, or 19% as compared to the same period last
year,  primarily  as  a  result  of  the  Dynacircuits  closure.
As  a  result  of  the  factors  discussed  above, electronics manufacturing had
operating income (after amortization) of $0.5 million for the three month period
ended  September  30, 2002 as compared to an operating loss (after amortization)
of  $1.2  million  for  the  same  period  last  year.
Consolidated: Total sales for the current quarter, $168.1 million decreased $3.6
million or 2% from $171.7 million in the same period last year.  This includes a
$6.2 million positive effect from foreign currency translation which resulted in
higher reported sales.  Without this effect, reported sales would have decreased
6%  and proprietary sales, which were roughly 84% of total sales in both periods
would  have  decreased  5%.
Gross  profits  increased 6% for the three month period ended September 30, 2002
as  compared  to  the same period last year, in spite of less proprietary sales,
due  to the closure of production facilities and other cost reduction efforts in
each  of the three business segments.  Gross profit as a percentage of sales was
45.1%  for  the three month period as compared to 41.5% for the same period last
year.
ST&A  expenses  were  $0.7  million,  or 1% less than the same period last year.
ST&A  as  a percentage of sales for the three month period was 31.1% as compared
to  29.3%  for  the  same period last year.  Total amortization expense was $1.6
million  for  the  three  month  period ended September 30, 2002.  This was $0.6
million  less  than  the  same  period  last  year.
Operating  profit  (after  amortization)  for  the  three month period was $22.7
million,  an  increase  of  $6.0  million,  or approximately 36% more than $16.7
million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The Corporation's effective income tax rate approximates 32% for the three month
period  ended  September 30, 2002 and 31% for the same period in 2001.  The rate
difference  is  mainly  a  result of a change in earnings mix between higher and
lower  taxed  jurisdictions.
NET  EARNINGS
Net  earnings  available to common shareholders for the three month period ended
September 30, 2002, $0.27 per share was more than double the $0.13 per share for
the  same  period  last  year.  The impact from foreign currency translation was
favorable  to  reported  earnings by approximately $0.01 per share for the three
month  period.
THE  FOLLOWING  DISCUSSION COMPARES THE RESULTS OF OPERATIONS FOR THE NINE MONTH
PERIOD  WHICH  ENDED  SEPTEMBER  30,  2002  TO  THE  SAME  PERIOD  IN  2001.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface Finishing: Total sales for the nine months ended September 30,
2002  were  $239.5  million,  a  decrease  of  $35.1 million, or 13% from $274.6
million  in the same period last year.  The disposition of a certain business in
February 2001 resulted in $2.1 million less sales as compared to the same period
last  year.  Proprietary  sales  declined 10% from lower consumer volume, as the
worldwide  electronics  industry remains soft.  Proprietary sales, excluding the
positive  effect of $1.5 million of foreign currency translation, were 11% below
the  same  period  last  year.
Cost of sales, as a percentage of sales for the nine month period were below the
same period last year due to the closure of a North American production facility
and  certain other cost reduction efforts.  Gross profit percentage was 54.1% as
compared  to  50.7%  for  the  same  period last year, due in large part to cost
reduction  efforts.
ST&A  expenses  were  $97.4  million for the nine month period, a 2% decrease as
compared  to  $99.4  million for the same period last year, primarily from lower
selling  expenses  associated  with  the  lower  sales  volume  and  reduced
administrative  costs due to the previous years restructuring programs.  ST&A as
a  percentage  of sales for the nine month period was 40.7% as compared to 36.2%
in  the  same  period  last  year,  reflecting  lower  sales  volumes.  Total
amortization  expense was $4.2 million for the nine month period ended September
30, 2002.  This was $2.8 million less than the same period last year, due to the
adoption  of  SFAS142  which  requires  that  goodwill  not  be  amortized.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization) decreased 15% from $32.8 million to $27.9 million.
Printing  Solutions:  Total  sales  for the nine months ended September 30, 2002
were  $211.8  million, a decrease of $14.0 million, or 6% from $225.8 million in
the  same  period  last year.  The underlying sales in all areas of the printing
solutions  business were below the same period last year as worldwide economies,
particularly  in  publication and advertising remain soft.  A positive effect of
foreign  currency  translation  of $1.1 million did not significantly impact the
reported  decline  in  sales.
Cost of sales, as a percentage of sales were below the same period last year due
to  the closure of a North American production facility and other cost reduction
efforts.  As  a  result,  gross  profit percentage for the nine month period was
43.6%  as  compared  to  42.0%  for  the  same  period  last  year.
ST&A  expenses  were  $56.0  million for the nine month period, a 7% decrease as
compared  to  $59.9  million  for  the same period last year, as a result of the
elimination  of  certain  management and office support redundancies.  ST&A as a
percentage  of  sales for the nine month period was 26.5%, unchanged as compared
to  the  same period last year.  Total amortization expense was $0.5 million for
the nine month period ended September 30, 2002.  This was $1.2 million less than
the  same  period  last year, due to the adoption of SFAS142 which requires that
goodwill  not  be  amortized.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  increased  8%  from  $33.3  million  to  $35.8  million.
Electronics  Manufacturing:  Total sales for the nine months ended September 30,
2002  were  $60.5 million, a decrease of $7.6 million, or 11% from $68.1 million
in  the  same  period  last  year.  The  decrease  is  due  to  the  closure  of
Dynacircuits,  for  which  sales  of $10.7 million were included in the previous
year.
Cost  of  sales,  as  a  percentage  of  sales decreased with the closure of the
Dynacircuits  operation.  Gross  profit percentage was 13.9% as compared to 2.9%
for  the  same  period  last  year,  as  a  result  of  this  action.
ST&A  expenses  were  $5.6  million for the nine month period, a 21% decrease as
compared  to  $7.1  million  for the same period last year, primarily due to the
closure  of  Dynacircuits.
As  a  result  of  the  factors  discussed  above, electronics manufacturing had
operating  income (after amortization) of $2.8 million for the nine month period
ended  September  30, 2002 as compared to an operating loss (after amortization)
of  $5.5  million  for  the  same  period  last  year.
Consolidated:  Total  sales  for  the  nine  months ended September 30, 2002, of
$511.8  million  decreased  $56.8 million or 10% from $568.6 million in the same
period  last  year.  Proprietary  sales,  which  were approximately 83% of total
sales  as  compared to approximately 81% in the same period last year, decreased
$36.6  million,  or 8% reflecting the slowdown in consumer spending and softness
in the worldwide electronics and publishing markets.  Disposition of an advanced
surface  finishing  business  resulted in $2.1 million less sales as compared to
the  same  period  last year.  This was offset in part by a positive effect from
foreign  currency  translation  of  $4.7  million.
Gross profits decreased 3% for the nine month period ended September 30, 2002 as
compared  to  the  same period last year, as a result of less proprietary sales.
Gross  profit  as  a  percentage of sales was 45.0% for the nine month period as
compared  to  41.5%  for  the  same  period  last  year,  in  large  part due to
manufacturing  cost  reductions,  including  plant  closures.
ST&A  expenses  for the nine month period were 4% less than the same period last
year,  excluding  restructuring and impairment charges.  The resulting ST&A as a
percentage of sales for the nine month period was 31.1% as compared to 29.3% for
the  same period last year.  In the nine month period ending September 30, 2001,
there was $1.1 million for restructuring and $4.8 million for impairment charged
to  earnings.  Total  amortization  expense  was $4.7 million for the nine month
period  ended  September  30,  2002.  This  was  $4.4 million less than the same
period  last  year  due  to  the  adoption  of  SFAS142 as previously mentioned.
Operating  profit  (after  amortization)  for  the  nine  month period was $66.5
million,  an  increase  of  $11.7  million, or approximately 22% more than $54.8
million  for  the same period last year.  Excluding the effects of restructuring
and  impairment  charges  in the prior year, operating profit for the nine month
period  was  10%  more  than  the  prior  year.
PROVISION  FOR  INCOME  TAXES
The  Corporation's effective income tax rate approximates 32% for the nine month
period  ended  September  30,  2002  and  35% for the same period in 2001.  This
reduction  in  the  income tax rate is mainly a result of the change in earnings
mix  from  higher  to  lower  taxed  jurisdictions, during the nine months ended
September  30,  2002.
NET  EARNINGS
Net  earnings  available  to common shareholders for the nine month period ended
September 30, 2002, $0.79 per share increased 54% as compared to $0.52 per share
for  the  same  period  last  year.  Foreign currency translation did not have a
measurable  effect  on  reported  earnings  for  the  nine  month  period.
THE  FOLLOWING  DISCUSSION  PROVIDES  INFORMATION  WITH  RESPECT  TO  CHANGES IN
FINANCIAL  CONDITION  DURING  THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002.
Financial  Condition
Operating activities during the nine months ending September 30, 2002 provided a
net  cash inflow of $78.9 million.  This included net earnings of $25.7 million,
non-cash expenses for depreciation, amortization, bad debts and stock options of
$27.1  million  and  a net decrease in operating assets and liabilities of $26.1
million  which  is  primarily  attributable  to  trade  accounts  receivable and
inventory  balance  reductions.  Cash  generated during this period was used for
semi-annual  interest payments totaling $29.5 million on its senior subordinated
bonds  and  the  investing  and  financing  activies  explained  below.
Investing  activities  for the nine months ended September 30, 2002 utilized net
cash of $2.3 million.  Capital expenditures of $4.6 million, compares with total
planned  expenditures  of  approximately  $14.0  million  for the full year, was
offset  in  part  by  proceeds  of  $2.3  million from the sale of fixed assets.
Financing activities for the nine months ended September 30, 2002 consisted of a
net  use  of  cash  of  $71.7  million  primarily  used  for  net long-term debt
repayments of $57.1 million and dividends to shareholders of $1.9 million ($0.06
per  common  share).
The  Corporation's  financial  position  remains  strong.  Working  capital  at
September  30, 2002 was $135.9 million as compared to $140.3 million at December
31, 2001.  There are no long-term commitments (including the short-term portion)
which  would  have  a  significant  impact  upon results of operation, financial
condition  or  liquidity  of the Corporation, other than the debt obligations in
the  following  table:

<TABLE>
<CAPTION>



<S>                                  <C>         <C>         <C>               <C>
                                     ----------  ----------  ----------------  ------
($millions) . . . . . . . . . . . .  This Year    2-4 Years   5 or More Years  Total
                                     ----------  ----------  ----------------  ------
Long-term debt. . . . . . . . . . .  $      5.5  $     37.1  $          301.2  $343.8
Capital leases. . . . . . . . . . .         1.3         1.1               0.7     3.1
Operating leases. . . . . . . . . .         9.8        10.8               4.2    24.8
                                     ----------  ----------  ----------------  ------
Total contractual cash commitments.  $     16.6  $     49.0  $          306.1  $371.7
                                     ==========  ==========  ================  ======
</TABLE>

The Corporation issued 9 1/8% senior subordinated notes effective June 20, 2001,
for  the  face  amount  of  $301.5  million,  which pay interest semiannually on
January  15th  and  July  15th  and  mature in 2011.  The Corporation also has 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  $175 million.  The outstanding balance on the revolving
loan facility decreased $53.3 million during the nine months ended September 30,
2002.  There  was the amount of $27.6 million (Euro 27.9 million) outstanding on
the revolving loan at September 30, 2002.  The Corporation has other uncommitted
credit  facilities  which  presently  total  approximately  $64 million.  These,
together  with the Corporation's cash flows from operations are adequate to fund
working  capital  and  expected  capital  expenditures.
The  following  table  contains  other data for the nine and three month periods
ended  September  30, 2002 and 2001.  EBITDA is earnings before interest, taxes,
depreciation and amortization.  Owner earnings is cash flow from operations less
net  capital  spending.  Neither  EBITDA  nor  owner  earnings  are  intended to
represent  cash flow from operations as defined by generally accepted accounting
principles.  These  measures  should not be used as an alternative to net income
as  an  indicator  of  operating  performance  or  to cash flows as a measure of
liquidity.

<TABLE>
<CAPTION>



($millions)                          Nine Months Ended    September 30,    Three Months Ended    September 30,
                                           2002               2001                2002               2001
                                    -------------------  ---------------  --------------------  ---------------
<S>                                 <C>                  <C>              <C>                   <C>
Cash provided by operations. . . .  $             78.9   $         68.8   $              28.9   $         32.7
Cash ued in investing activities .               ($2.3)          ($22.0)                    -            ($4.2)
Cash used in financing activities.              ($71.7)          ($40.8)               ($22.0)          ($22.4)

EBITDA (before one-time costs) . .  $             85.4   $         86.1   $              28.2   $         24.2

Cash provided by operations. . . .  $             78.9   $         68.8   $              28.9   $         32.7
Less: net capital spending . . . .                (2.3)           (13.7)                    -             (1.6)
                                    -------------------  ---------------  --------------------  ---------------
Owner earnings . . . . . . . . . .  $             76.6   $         55.2   $              28.9   $         31.2
                                    ===================  ===============  ====================  ===============
</TABLE>




CRITICAL  ACCOUNTING  POLICIES
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  judgement  based  on  its understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgements  are subject to an inherent degree of uncertainty, accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
The  Corporation's  critical  accounting  policies  include  the  following:
Revenue  recognition  and  accounts receivable:  The Corporation records revenue
from  product  sales, including freight charged to customers, upon shipment if a
signed  contract  or  purchase  order exists and the collection of the resulting
receivable  is  probable.  In  addition,  commissions and royalties are recorded
when  earned.  Provisions are recorded for estimated warranty claims and returns
at  the  time the products are shipped.  The Corporation performs ongoing credit
evaluations  of  its  customers  and  adjusts  credit  limits based upon payment
history  and  the  customer's  credit  worthiness.  The  Corporation continually
monitors  collections  and payments from its customers and maintains a provision
for  estimated  credit  losses based upon historical experience and any specific
customer  collection  issues  that  it has identified.  While such credit losses
have  historically  been within management's expectations and the provisions for
bad  debts established, there is no guarantee that the Corporation will continue
to  experience  the  same  credit  loss  rates  as  in  the  past.
Inventories:  The  Corporation  values  inventory  at  lower  of average cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories  are appropriately reserved.  In making any determination historical
write-offs,  customer  demand,  alternative  product  uses,  usage  rates  and
quantities  of  stock  on  hand  are  considered.  Inventory  in  excess  of the
Corporation's  estimated usage requirements is written down to its estimated net
realizable  value.
Property,  plant  and  equipment  and  other long-lived assets:  The Corporation
records property, plant and equipment at cost.  Depreciation and amortization of
property,  plant  and  equipment are provided over the estimated useful lives of
the respective assets, on the straight-line basis.  Expenditures for maintenance
and  repairs  are  charged  directly  to expense; renewals and betterments which
significantly  extend  the  useful lives are capitalized.  Costs and accumulated
depreciation  and amortization on assets retired or disposed of are removed from
the  accounts  and  any  resulting  gains  or  losses are credited or charged to
earnings.  The  Corporation  performs  periodic  review of the carrying value of
long-lived  assets  for  impairment  in accordance with SFAS121 and SFAS142.  In
many  instances,  projected  future  cash  flows  are  used  to  assess  the
recoverability  of  long-lived  assets  of the Corporation.  Estimation factors,
including  but  not  limited to, the timing of new product introductions, market
conditions  and  competitive  environment  could  affect  previous  projections.
Environmental Matters:  The nature of the Corporation's operations and products,
including  raw  materials,  exposes it to the risk of liabilities or claims with
respect to environmental cleanup or other matters, including those in connection
with  the  disposal of hazardous materials.  As such, the Corporation is subject
to  extensive  U.S.  and  foreign laws and regulations relating to environmental
protection  and  worker health and safety, including those governing: discharges
of  pollutants  into the air and water; the management and disposal of hazardous
substances  and  wastes;  and  the  cleanup  of  contaminated  properties.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.  It  is  the Corporation's policy to review these environmental issues
in light of historical experience and to reserve for those that both a liability
has  become  probable  and  the cost is reasonably estimable, in accordance with
Statement of Financial Accounting Standards No. 5, Accounting for Contingencies.
NEW  ACCOUNTING  STANDARDS
The  Corporation  adopted  the  fair  value  expense  recognition  provisions of
Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  (SFAS123) for its stock options effective April 1, 2001.  On April
1,  1996, the Corporation had adopted the disclosure requirements of SFAS123 and
accounted  for  its stock options by applying the expense recognition provisions
of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB25").  As a
result of this change, compensation expense is measured using the fair value for
options  granted  after  April 1, 2001.  The resulting expense is amortized over
the  period  in  which  it is earned.  In the nine and three month periods ended
September  30, 2002 there was $2,143 and $599, respectively, charged to expense.
The  Financial  Accounting  Standards  Board (FASB) recently issued Statement of
Financial  Accounting  Standard  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  (SFAS143),  Statement  of  Financial  Accounting Standard No. 145,
"Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13,  and  Technical Corrections" (SFAS145) and Statement of Financial Accounting
Standard  No.  146,  "Accounting  for  Costs  Associated  with  Exit or Disposal
Activities"  (SFAS146).  The  Corporation  is currently evaluating the impact of
these standards and does not expect that adoption of these standards will have a
material  impact  on  its  results of operation or financial position.  The FASB
also  issued Statement of Financial Accounting Standard No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" (SFAS144).  The Corporation has
adopted  SFAS144 effective January 1, 2002 and adoption of this standard did not
materially  impact  its  results  of  operation  or  financial  position.
ENVIRONMENTAL  and  LEGAL  MATTERS
Environmental:  The  nature  of  the  Corporation's  operations  and  products,
including  raw  materials,  as  manufacturers  and  distributors  of  specialty
chemicals  and  systems,  expose  it  to  the risk of liabilities or claims with
respect to environmental cleanup or other matters, including those in connection
with  the  disposal of hazardous materials.  As such, the Corporation is subject
to  extensive  U.S.  and  foreign laws and regulations relating to environmental
protection and worker health and safety, including those governing discharges of
pollutants  into  the  air  and  water, the management and disposal of hazardous
substances  and  wastes;  and  the  cleanup  of  contaminated  properties.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines,  sanctions  and  third-party  claims,  as  a  result  of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve, predominantly attributable to those Canning
sites  that it believes will require environmental remediation.  With respect to
those  sites, it also believes that its Canning subsidiary is entitled under the
acquisition  agreement  to  withhold  a  deferred  purchase  price  payment  of
approximately  $2.0  million.  The  Corporation  estimates  the range of cleanup
costs  at  its  Canning  sites  between  $2.0  million  and  $5.0  million.
Investigations  into  the  extent  of  contamination,  however, are ongoing with
respect  to  some  of  these sites.  To the extent the Corporation's liabilities
exceed  $2.0 million, it may be entitled to additional indemnification payments.
Such  recovery  may  be uncertain, however, and would likely involve significant
litigation  expense.  The  Corporation  does  not  anticipate  that  it  will be
materially  affected  by environmental remediation costs, or any related claims,
at  any  contaminated  sites,  including  the  Canning  sites.  It is difficult,
however,  to  predict  the  final costs and timing of costs of site remediation.
Ultimate  costs  may vary from current estimates and reserves, and the discovery
of  additional  contaminants  at  these  or  other  sites  or  the imposition of
additional  cleanup  obligations,  or third-party claims relating thereto, could
result  in  significant  additional  costs.
Legal  Proceedings:  On  June 25, 2002, the U.S. Environmental Protection Agency
brought  an  administrative  complaint  against  the  Adams,  Massachusetts
manufacturing  facility owned by MacDermid Graphic Arts, Inc., alleging that the
facility  violated  certain  regulations  and  permit requirements regarding air
emissions  and  related record keeping matters.  The allegations arise primarily
out of conduct that allegedly occurred prior to the Corporation's acquisition of
the  facility  through its December 1999 acquisition of Polyfibron Technologies,
Inc.  The  complaint  seeks  $0.3  million  in  penalties.  The  Corporation's
subsidiary  has  responded  to  the  complaint  and will engage a defense to the
allegations.  The  Corporation currently believes that this matter will not have
a  material  impact  on  its  results  of  operations  and  financial  position.
On  January  30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill  from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in  November of 1994, together with other information relating to operations and
compliance  at the Huntingdon Avenue facility.  The Corporation was subsequently
informed  that  it  is a subject of the grand jury's investigation in connection
with  alleged  criminal  violations of the federal Clean Water Act pertaining to
its wastewater handling practices.  In addition, two of the Corporation's former
employees,  who  worked  at the Huntington Avenue facility, pled guilty in early
2001  to misdemeanor violations under the Clean Water Act in connection with the
above matter.  These individuals were sentenced to fines of $25 thousand and $10
thousand  and  2  years  probation,  as  well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated  is required to pay fines and penalties
totaling $2.0 million, without interest, over six quarterly installments.  As of
September  30,  2002,  the  Corporation has paid $1.3 million to the Connecticut
Department of Environmental Protection and will pay the remaining amount of $0.7
million over the next two quarters.  In addition, the Corporation is required to
pay $2.0 million to various local charitable and environmental organizations and
causes.  The  amount  of  $0.5  million has been paid through September 30, 2002
leaving  the  remaining $1.5 million required to be paid by April 30, 2003.  The
Corporation  will  be placed on probation for two years and will perform certain
environmental  audits,  as  well  as other environmentally related actions.  The
Corporation had recorded liabilities during the negotiation period and therefore
its  results  of operations and financial position will not be affected by these
arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes 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.
FORWARD-LOOKING  STATEMENTS
This  report  and  other  Corporation reports include forward-looking statements
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
These  statements  relate  to  analyses  and  other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.
The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,""predict,"  "project,"  "will"  and  similar  terms  and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and beliefs concerning future events affecting the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.
All  forward-looking  statements should be considered in light of these factors.
The Corporation undertakes no obligation to update forward-looking statements or
risk  factors  to  reflect  new  information,  future  events  or  otherwise.
ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK
Refer  to  the  Notes  to  Consolidated  Condensed  Financial Statements, Note 9
"Market  Risk"

ITEM  4:
                             CONTROLS AND PROCEDURES
The  Corporation's principle executive and financial officers have evaluated the
effectiveness  of  the  Corporation's disclosure controls and and procedures (as
defined  in  Rule  13a-14(c)  under the Securities Exchange Act of 1934) as of a
date  within  90  days  of the filing of this report.  Based on that evaluation,
they  have  concluded  that the Corporation's disclosure controls and procedures
are  adequate  and  effective.  There  have  been  no significant changes in the
Corporation's  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  Consolidated  Condensed Financial Statements, Note 10
"Legal  Matters  and  Other  Contingencies".
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.
ITEM  5  :  Other  Information
     None.
ITEM  6(a)  :  Exhibits
99.1  Signature  page for certifications under Section 906 of the Sarbanes-Oxley
Act  of  2002
99.2  Separation  release  agreement
ITEM  6(b)  :  Reports  on  Form  8-K
On August 5, 2002, the Corporation filed its Form 8-K to report the release of a
mid-year  letter  to  shareholders  of  the  Corporation.  The  Form  8-K  is
incorporated  by  reference  herein.
On  September  11,  2002,  the  Corporation  filed  its  Form  8-K to report the
resignation  of  its  Chief  Financial Officer.  The Form 8-K is incorporated by
reference  herein.

<PAGE>

                                   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)






Date:  November  8,  2002     /s/  Daniel  H.  Leever
       ------------------     -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
        Chief  Executive  Officer






Date:  November  8,  2002     /s/  Gregory  M.  Bolingbroke
       ------------------     -----------------------------

     Gregory  M.  Bolingbroke
     Senior  Vice  President,
     Treasurer  and  Corporate  Controller





                    PRINCIPLE FINANCIAL OFFICER CERTIFICATION



I,  Gregory  M.  Bolingbroke,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  MacDermid,
Incorporated;
2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "evaluation  date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
evaluation  date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors:
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weakness  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequentt  to the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.




Date:  November  8,  2002     /  s  /  Gregory  M.  Bolingbroke
       ------------------     ---------------------------------

     Name:  Gregory  M.  Bolingbroke
     Title:  Senior  Vice  President,  Treasurer
     and  Corporate  Controller


                    PRINCIPLE EXECUTIVE OFFICER CERTIFICATION



I,  Daniel  H.  Leever,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  MacDermid,
Incorporated;
2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "evaluation  date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
evaluation  date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors:
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weakness  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequentt  to the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.




Date:  November  8,  2002      /s/  Daniel  H.  Leever
       ------------------      -----------------------

     Name:  Daniel  H.  Leever
     Title:  Chairman,  President  and
     Chief  Executive  Officer

<PAGE>