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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934
For  the  quarterly  period  ended  March  31,  2005
                                    ----------------

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

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

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

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

              1401 Blake St. Denver, Colorado                 80202
              -----------------------------------------------------
          (Address of principal executive offices)           (Zip Code)

        Registrant's telephone number, including area code (720) 479-3060
                                                           --------------

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

Yes  X   No
    ---     ---

Indicate by check mark whether the registrant is an accelerated filer as defined
in  Rule  12b-2  of  the  Act.

Yes  X   No
    ---     ---

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

               Class                 Outstanding  at May 1, 2005
     ----------------------          ---------------------------
     Common  Stock,  no  par  value       30,313,697  shares


<TABLE>
<CAPTION>

                             MACDERMID, INCORPORATED
                                     INDEX


<S>                                      <C>
PART I:  Financial Information

Item 1:     Financial Statements (Unaudited):
            Consolidated Condensed Balance Sheets as of March 31, 2005, and
               December 31, 2004.
            Consolidated Statements of Earnings for the three-month periods
               ended March 31, 2005, and 2004.
            Consolidated Statements of Cash Flows for the three-month periods ended
               March 31, 2005, and 2004.
            Notes to Consolidated Financial Statements

Item 2:     Management's Discussion and Analysis of Financial Condition and Results of
               Operations

Item 3:     Quantitative and Qualitative Disclosures About Market Risk

Item 4:     Controls and Procedures

PART II:  Other Information

Item 1:     Legal Proceedings
Item 2:     Unregistered Sales of Equity Securities and Use of Proceeds
Item 3:     Defaults Upon Senior Securities
Item 4:     Submission of Matters to a Vote of Security Holders
Item 5:     Other Information
Item 6:     Exhibits and Reports on Form 8-K

            Signatures
</TABLE>


<TABLE>
<CAPTION>

                                MACDERMID, INCORPORATED
                          CONSOLIDATED STATEMENTS OF EARNINGS
              (Amounts in thousands of dollars except per share amounts)
                                      (Unaudited)
                                                      THREE MONTHS ENDED MARCH 31,
                                                     ------------------------------
                                                       2005                   2004
                                          ------------------------------  ------------
<S>                                       <C>                             <C>

Net sales. . . . . . . . . . . . . . . .  $                     170,247   $   162,012
Cost of sales. . . . . . . . . . . . . .                         92,594        84,486
                                          ------------------------------  ------------
    Gross profit . . . . . . . . . . . .                         77,653        77,526

Operating expenses:
  Selling, technical and administrative.                         46,670        45,360
  Research and development . . . . . . .                          6,532         5,357
                                          ------------------------------  ------------
                                                                 53,202        50,717
                                          ------------------------------  ------------
    Operating profit . . . . . . . . . .                         24,451        26,809

Other income (expense):
  Interest income. . . . . . . . . . . .                            622           228
  Interest expense . . . . . . . . . . .                         (7,644)       (7,819)
  Miscellaneous income (expense) . . . .                             30          (258)
                                          ------------------------------  ------------
                                                                 (6,992)       (7,849)

Earnings before income taxes . . . . . .                         17,459        18,960
Income taxes . . . . . . . . . . . . . .                         (5,674)       (6,067)
                                          ------------------------------  ------------
Net earnings . . . . . . . . . . . . . .  $                      11,785   $    12,893
                                          ==============================  ============

Earnings per common share:
   Basic . . . . . . . . . . . . . . . .  $                        0.39   $      0.43
                                          ==============================  ============
   Diluted . . . . . . . . . . . . . . .  $                        0.38   $      0.42
                                          ==============================  ============

Weighted average common shares
outstanding:
  Basic. . . . . . . . . . . . . . . . .                     30,293,269    30,266,513
                                          ==============================  ============
  Diluted. . . . . . . . . . . . . . . .                     30,809,620    31,041,763
                                          ==============================  ============

Dividends declared per common share. . .  $                        0.06   $      0.04
                                          ------------------------------  ------------

<FN>

See  accompanying  notes  to  consolidated  financial  statements.

</TABLE>

<TABLE>
<CAPTION>


                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                        (Amounts in thousands of dollars)

<S>                                                    <C>           <C>
                                                    MARCH 31,    DECEMBER 31,
                                                  ------------  -------------
                                                        2005           2004
                                                  ------------  -------------
                                                   (Unaudited)
Assets

Current assets:
Cash and cash equivalents. . . . . . . . . . . .  $    133,741  $     137,829
Accounts receivable, net of allowance
for doubtful receivables of $11,732
and $11,822, respectively. . . . . . . . . . . .       145,019        142,455
Inventories. . . . . . . . . . . . . . . . . . .        84,107         80,445
Prepaid expenses . . . . . . . . . . . . . . . .         8,964         10,183
Deferred income taxes. . . . . . . . . . . . . .        18,160         18,303
                                                  ------------  -------------
    Total current assets . . . . . . . . . . . .       389,991        389,215

Property, plant and equipment, net
of accumulated depreciation of
185,817 and $189,167, respectively . . . . . . .       107,053        110,463
Goodwill . . . . . . . . . . . . . . . . . . . .       194,287        194,287
Intangibles, net of accumulated amortization of
12,458 and $11,933, respectively . . . . . . . .        27,993         28,434
Deferred income taxes. . . . . . . . . . . . . .        32,178         34,675
Other assets, net. . . . . . . . . . . . . . . .        14,883         16,645
                                                  ------------  -------------

Total assets . . . . . . . . . . . . . . . . . .  $    766,385  $     773,719
                                                  ============  =============
<FN>
See  accompanying  notes  to  consolidated  financial  statements.

</TABLE>


<TABLE>
<CAPTION>

                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
             (Amounts in thousands of dollars except share amounts)

<S>                                               <C>           <C>
                                                MARCH 31,    DECEMBER 31,
                                              ------------  --------------
                                                  2005           2004
                                              ------------  --------------
                                               (Unaudited)
Liabilities and shareholders' equity:

Current liabilities:
Accounts payable . . . . . . . . . . . . . .  $    56,983   $      55,944
Accrued compensation . . . . . . . . . . . .       12,281          12,370
Accrued interest . . . . . . . . . . . . . .        5,826          12,700
Accrued income taxes payable . . . . . . . .        7,399           7,293
Other current liabilities. . . . . . . . . .       35,871          40,805
                                              ------------  -------------
    Total current liabilities. . . . . . . .      118,360         129,112

Long-term debt and capital lease obligations      300,888         301,077
Retirement benefits, less current portion. .       26,192          26,588
Deferred income taxes. . . . . . . . . . . .        7,164           9,267
Other long-term liabilities. . . . . . . . .        4,172           3,644
                                              ------------  -------------
    Total liabilities. . . . . . . . . . . .      456,776         469,688
                                              ------------  -------------

Shareholders' equity:
Common stock, authorized 75,000,000
shares, issued 46,843,670 at March 31,
2005, and 46,838,700 shares at December
31, 2004, at stated value of $1.00 per share       46,844          46,839
Additional paid-in capital . . . . . . . . .       35,242          33,053
Retained earnings. . . . . . . . . . . . . .      337,046         327,080
Accumulated other comprehensive income . . .        5,157          11,772
Less - cost of common shares held in
treasury, 16,546,763 at March 31, 2005,
16,547,686 at December 31, 2004. . . . . . .     (114,680)       (114,713)
                                              ------------  -------------
    Total shareholders' equity . . . . . . .      309,609         304,031
                                              ------------  -------------
Total liabilities and shareholders' equity .  $   766,385   $     773,719
                                              ============  =============
<FN>
See  accompanying  notes  to  consolidated  financial  statements
</TABLE>

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

<S>                                             <C>                             <C>
                                                       THREE MONTHS ENDED MARCH 31,
                                                -----------------------------------
                                                                   2005      2004
                                                -------------------------  --------

Net cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . .  $                 11,785   $12,893
Adjustments to reconcile earnings from
continuing operations to net cash provided by
operating activities:
Depreciation . . . . . . . . . . . . . . . . .                     3,846     4,125
Amortization . . . . . . . . . . . . . . . . .                       891       734
Provision for bad debts. . . . . . . . . . . .                       517       599
Deferred income taxes. . . . . . . . . . . . .                       163      (149)
Stock compensation expense . . . . . . . . . .                     2,177     1,560
Changes in assets and liabilities:
   (Increase) decrease in receivables. . . . .                    (7,825)   (7,543)
   (Increase) decrease in inventories. . . . .                    (5,547)   (3,758)
   Decrease in prepaid expenses. . . . . . . .                     1,309     1,133
   Decrease in accounts payable. . . . . . . .                     3,167         5
   Decrease in accrued expenses. . . . . . . .                   (10,541)   (8,273)
   Increase in income tax liabilities. . . . .                       196     3,084
   Other . . . . . . . . . . . . . . . . . . .                     1,885     1,567
                                                -------------------------  --------
Net cash flows provided by operating
   activities. . . . . . . . . . . . . . . . .                     2,023     5,977

Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . .                    (3,006)   (1,301)
  Proceeds from disposition of fixed assets. .                        16       519
  Proceeds from disposition of business. . . .                       263         -
                                                -------------------------  --------
Net cash flows used in investing activities.                      (2,727)     (782)

Cash flows from financing activities:
  Net short-term borrowings (repayments) . . .                       142      (201)
  Repayments of long-term borrowings . . . . .                      (204)     (121)
  Issuance from treasury shares. . . . . . . .                        33        31
  Proceeds from exercise of stock options. . .                        17        54
  Dividends paid . . . . . . . . . . . . . . .                    (1,212)        -
                                                -------------------------  --------
Net cash flows used in financing activities.                      (1,224)     (237)

Effect of exchange rate changes on cash
and cash equivalents . . . . . . . . . . . . .                    (2,160)      307
                                                -------------------------  --------
Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . .                    (4,088)    5,265
Cash and cash equivalents at beginning of
period . . . . . . . . . . . . . . . . . . . .                   137,829    61,294
                                                -------------------------  --------
Cash and cash equivalents at end of period . .  $                133,741   $66,559
                                                =========================  ========
Cash paid for interest . . . . . . . . . . . .  $                 14,226   $14,320
                                                =========================  ========
Cash paid for income taxes . . . . . . . . . .  $                  5,085   $ 2,720
                                                =========================  ========
<FN>

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


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

NOTE  1.     Summary  of  Significant  Accounting  Policies
The  accompanying unaudited consolidated financial statements reflect all normal
and  recurring  adjustments that are, in the opinion of management, necessary to
present  fairly  the  financial  position  of  MacDermid,  Incorporated  and its
subsidiary  companies  as  of March 31, 2005, and the results of operations  for
the  three-  month  periods  ended  March  31,  2005,  and 2004.  The results of
operations for these periods are not necessarily indicative of trends, or of the
results  to  be  expected  for  the full year.  Certain information and footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  omitted.  These  financial  statements should be read in conjunction
with  the  consolidated  financial  statements and notes thereto included in our
Annual  Report  for  the  year  ended  December  31,  2004.

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

Certain  amounts  in  our  2004 results have been reclassified to conform to the
current  year  presentation.

NOTE  2.     Earnings  Per  Common  Share  and  Other  Common  Share Information
Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  The computation of basic earnings per share is based upon
the  weighted  average  number of outstanding common shares.  The computation of
diluted  earnings  per  share  is  based  upon  the  weighted  average number of
outstanding  common shares plus the effect of all dilutive contingently issuable
common  shares  from  stock  options,  stock  awards  and  warrants  that  were
outstanding  during  the  period,  under  the treasury stock method.  Options to
purchase  2,417,950  and 1,551,100 shares of common stock were outstanding as of
March  31,  2005,  and  2004,  respectively,  but  were  not  included  in  the
computation  of diluted EPS because those options would be antidilutive based on
market  prices  as  of  March  31,  2005,  and  2004,  respectively.

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

<TABLE>
<CAPTION>

                                  THREE MONTHS ENDED MARCH 31,
                                         2005        2004
                                        ------      ------
<S>                                    <C>             <C>
Basic common shares. . . . . . .     30,293,269  30,266,513
Dilutive effect of stock options        516,351     775,250
                                  -------------  ----------
Diluted common shares. . . . . .     30,809,620  31,041,763
                                  -------------  ----------
</TABLE>


NOTE  3.     Stock-Based  Plans
We  grant  stock  options  and stock awards to our Board of Directors and to our
employees.   The  stock  awards are granted at fair market value and the related
expense  is  recognized  at the date of grant.  The amount of expense recognized
during  the  three-month  periods ended March 31, 2005, and 2004, related to the
stock  awards  $134  and $70, respectively.  Effective April 1, 2001, we adopted
the  fair  value  expense  recognition  provisions  of  Statement  of  Financial
Accounting  Standards  No.  123,  Accounting  for Stock Based Compensation (SFAS
123),  prospectively,  to  all  stock options granted, modified or settled after
April  1,  2001.  Accordingly,  compensation  expense is measured using the fair
value  at  the  date  of  grant  for  options  granted after April 1, 2001.  The
resulting  expense is amortized over the period in which the options are earned.
During the three month periods ended March 31, 2005, and 2004, we charged $2,043
and  $1,490,  respectively, to expense related to stock options. Previously, and
since  April 1, 1996, we had adopted the disclosure requirements of SFAS 123 and
continued  to  account for our stock options by applying the expense recognition
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25").

Had  we  used  the  fair  value expense recognition method of accounting for all
stock  options granted under our plans between April 1, 1996, and April 1, 2001,
net earnings and net earnings per common share for the three-month periods ended
March  31,  2005,  and  2004, would have been reduced to the following pro forma
amounts:


<TABLE>
<CAPTION>

<S>                                                                           <C>       <C>
                                                                              2005      2004
                                                                            --------  --------
Net earnings available for common shareholders as reported . . . . . . . .  $11,785   $12,893
                                                                            --------  --------
Add: stock based employee  compensation expense included in
  reported net income, net of related tax effects. . . . . . . . . . . . .    1,469     1,061
Deduct: total stock based employee compensation expense determined
  under fair value based method for all awards, net of related tax effects   (1,469)   (1,139)
                                                                            --------  --------
Pro forma net earnings . . . . . . . . . . . . . . . . . . . . . . . . . .  $11,785   $12,815

Net earnings per common share:
  Basic
    As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  0.39   $  0.43
    Pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  0.39   $  0.42
  Diluted
    As reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  0.38   $  0.42
    Pro forma. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  0.38   $  0.41
</TABLE>


NOTE  4.     Goodwill  and  Other  Intangible  Assets
Acquired  intangible  assets as of March 31, 2005, and December 31, 2004, are as
follows:

<TABLE>
<CAPTION>

                                                 AS OF
                          MARCH 31, 2005                           DECEMBER 31, 2004
            ---------------------------------------    ---------------------------------------
            Gross Carrying   Accumulated      Net      Gross Carrying   Accumulated      Net
               Amount        Amortization   Amount        Amount        Amortization   Amount
            --------------   ------------   -------    --------------   ------------   -------
<S>         <C>              <C>              <C>          <C>              <C>          <C>
Patents. .  $  17,566        $  (8,411)    $  9,155    $  17,566        $  (8,087)    $  9,479
Trademarks     20,155           (2,166)      17,989       20,135           (2,115)      18,020
Others . .      2,731           (1,882)         849        2,666           (1,731)         935
            -------------    ------------  --------    --------------   ------------  --------
   Total .  $  40,452        $ (12,459)    $ 27,993    $  40,367        $ (11,933)    $ 28,434
            =============    ============  ========    ==============   ============  ========
</TABLE>

Included  in  the table above is the net carrying amount of $16,233 at March 31,
2005, and December 31, 2004, for trademarks which are not being amortized due to
the  indefinite life associated with these assets.  Amortization expense related
to amortization of intangible assets for the three month periods ended March 31,
2005,  and  2004,  was  $409  and  $437,  respectively.

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

Amortization expense for intangible assets is expected to range from $1,600 down
to  $1,100  over  the  next  five  years.

The  goodwill  carrying  amount  for  the Advanced Surface Finishing segment was
$122,157  as  of  March  31, 2005, and December 31, 2004.  The goodwill carrying
amount for the Printing Solutions segment  was $72,130 as of March 31, 2005, and
December  31,  2004.

Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible  Assets  (SFAS  No.  142), stipulates that we are required to perform
goodwill and other intangible asset impairment tests on at least an annual basis
and  more  frequently  in  certain  circumstances.  We  will  perform our annual
impairment testing for 2005 during our fourth fiscal quarter.  Currently, we are
not aware of any event that occurred since our last impairment testing date that
would  have  caused  our  goodwill  or  intangible  assets  to  become impaired.

NOTE  5.     Comprehensive  Income
The  components  of comprehensive income for the three-month periods ended March
31,  2005,  and  2004,  are  as  follows:

<TABLE>
<CAPTION>



                                     THREE MONTHS ENDED MARCH 31,
                                           2005        2004
                                          ------      ------
<S>                                        <C>         <C>
Net earnings . . . . . . . .  $           11,785   $  12,893
Other comprehensive income:
Foreign currency translation
   adjustment. . . . . . . .              (6,779)        600
Other. . . . . . . . . . . .                 164           -
                              -------------------  ---------
Comprehensive income . . . .  $            5,170   $  13,493
                              ===================  =========
</TABLE>


NOTE  6.     Segment  Reporting
We  operate  on  a  worldwide  basis,  supplying  proprietary  chemicals for two
distinct  segments,  Advanced  Surface  Finishing and Printing Solutions.  These
segments  are  managed  separately as each segment has differences in technology
and  marketing strategies.  Chemicals supplied by the Advanced Surface Finishing
segment  are  used  for  cleaning, activating, polishing, mechanical plating and
galvanizing,  electro-plating,  phosphatising, stripping and coating, filtering,
anti-tarnishing  and  rust  retarding  for metal and plastic surfaces associated
with  automotive  and  industrial  applications.  The Advanced Surface Finishing
segment  also  supplies  chemicals  for etching copper and imprinting electrical
patterns for various electronics applications and lubricants and cleaning agents
associated  with  offshore oil and gas operations.  The products supplied by the
Printing  Solutions  segment  include offset printing blankets and photo-polymer
plates  used  in packaging and newspaper printing, offset printing applications,
and  digital  printers  and related supplies.  Net sales for all of our products
fall  into  one  of  these  two  business  segments.

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


<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED MARCH 31,
<S>                                  <C>                 <C>
                                            2005       2004
                                           ------     ------
Results of operations by segment:
Net sales:
   Advanced Surface Finishing
Total segment net sales . . . . . .  $    101,308   $   95,555
Intersegment sales. . . . . . . . .        (2,167)      (2,067)
                                     --------------  ---------
 Net external sales for the segment        99,141       93,488

Printing Solutions. . . . . . . . .        71,106       68,524
                                     --------------  ---------
   Consolidated net sales . . . . .  $    170,247   $  162,012
                                     ==============  =========

Operating profit (loss):
   Advanced Surface Finishing . . .  $     14,135   $   14,737
   Printing Solutions . . . . . . .        10,316       12,072
                                     --------------  ---------
     Consolidated operating profit.  $     24,451   $   26,809
                                     ==============  =========
</TABLE>


<TABLE>
<CAPTION>
                                            AS OF
                                   MARCH 31,     DECEMBER 31,
                                     2005            2004
                                   --------      -----------
<S>                                    <C>          <C>
Identifiable assets by segment:
Advanced Surface Finishing. . .  $  484,503   $     499,119
Printing Solutions. . . . . . .     279,038         277,488
Unallocated corporate assets. .     130,414         132,035
Intercompany eliminations . . .    (127,570)       (134,923)
                                 -----------  -------------
   Consolidated assets. . . . .  $  766,385   $     773,719
                                 ===========  =============
</TABLE>

NOTE  7.
The  major  components  of inventory as of March 31, 2005 and December 31, 2004,
were  as  follows:

<TABLE>
<CAPTION>
                            MARCH 31, 2005   DECEMBER 31, 2004
                            ---------------  ------------------
<S>                              <C>              <C>
Finished goods . . . . . .  $        45,914  $           43,802
Raw materials and supplies           31,283              29,563
Equipment. . . . . . . . .            6,910               7,080
                            ---------------  ------------------
Inventories. . . . . . . .  $        84,107  $           80,445
                            ===============  ==================
</TABLE>

NOTE  8.  Pension  and  postretirement  Benefits  Plans
The  following  table  shows  the components of the net periodic pension benefit
costs  we  incurred  in  the  three  month  ended  March  31,  2005,  and  2004:

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED MARCH 31,
                                         2005                2004
                                 ------------------   -----------------
                                 DOMESTIC   FOREIGN   DOMESTIC  FOREIGN
                                 ------------------   -----------------
<S>                                  <C>      <C>     <C>      <C>
Net periodic benefit cost:
Service Costs . . . . . . . . . . .  $  936   $ 144   $  936   $ 130
Interest Costs. . . . . . . . . . .     898     815      898     694
Expected return on plan assets. . .    (798)   (807)    (876)   (805)
Amortization of prior service costs       6       -        6       -
Recognized actuarial (gain)/loss. .      83     286       83     194
                                     ------  ------  -------  ------
Net periodic benefit cost . . . . .  $1,125   $ 438   $1,047   $ 213
                                     ======  ======  =======  ======
</TABLE>

The  estimated  net  periodic benefit cost for our other postretirement benefits
was  $160  for  the  three-months  ended  March  31,  2005,  and  2004..

We  previously disclosed in our financial statements for the year ended December
31,  2004,  that  we expected to contribute $5,500 to our pension plans in 2005.
As of March 31, 2005, $587 of contributions have been made.  We currently expect
to  contribute  $5,388  to  our  pension  plans  during  the  remainder of 2005.

In  May  2004,  the  FASB  issued  Staff  Position No. FAS 106-2, Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug, Improvement,
and  Modernization  Act of 2003, (FAS 106-2).  We adopted FAS 106-2 in the third
quarter  of  2004,  at  that  time  we  were  unable to assess the impact to our
financial  statements  from  the adoption because the legislation related to the
exact  calculation  of  a  Federal  subsidy  for  qualifying  plans had not been
finalized.  In  the  first quarter of 2005 we have determined that the effect of
this  adoption  was  not  material.


NOTE  9.     Contingencies,  Environmental  and  Legal  Matters

Environmental  Issues:

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

We  are named as a potentially responsible party ("PRP") at two Superfund sites,
Fike-Artel  in Nitro, West Virginia and Solvent Recovery Service in Southington,
Connecticut.  There  are  many other PRPs involved at these sites.  With respect
to  both  of these sites,  we have entered into cost sharing agreements with the
applicable  PRP groups and our allocated cost share with regard to each of these
sites  is  deminimus  at  0.2%.  Our  ongoing  costs  with  respect to each site
generally  range  from  about $2-$4 thousand dollars per quarter. As a result of
the  deminimus nature of the costs no specific reserve has been established.  We
have  also  been  contacted  with  requests  for  information with regard to two
additional  sites,  Whitney Barrel in Massachusetts and the Lake Calumet Cluster
site in Illinois. We have found no information connecting it or its subsidiaries
to  these sites and has not received a PRP notice regarding these two additional
sites.  As  a  result  no  reserve  is deemed appropriate in this regard at this
time.  While the ultimate costs of such liabilities are difficult to predict, we
do  not  expect  that  our  costs  associated with these sites will be material.

In  addition,  some  of  our  facilities  have  an  extended history of chemical
processes  or  other  industrial activities.  Contaminants have been detected at
some  of  these  sites,  with  respect  to which we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental remediation reserve of $1,700, predominantly attributable to those
Canning  sites  that  we  believe  will require environmental remediation.  With
respect  to those sites, we also believe that our Canning subsidiary is entitled
under  the  Acquisition  Agreement  ("the  acquisition agreement") to withhold a
deferred  purchase price payment of approximately $1,600.  We estimate the range
of  cleanup  costs  at  the  Canning  sites  between  $2,000 and $5,000 and have
recorded  a  $3,300  accrual  (comprised of the foregoing $1,700 reserve and the
$1,600  deferred  purchase  price)  related  to  these  costs,  representing
management's  best  estimate  of  total costs within this range.  Investigations
into  the  extent  of contamination, however, are ongoing with respect to  these
sites.  To the extent our liabilities exceed the $1,600 deferred purchase price,
we may be entitled to additional indemnification payments.  Such recovery may be
uncertain, however, and would likely involve significant litigation expense.  We
have  instituted  an  arbitration to enforce the obligations of other parties to
the  acquisition agreement concerning the remediation of the Kearney, New Jersey
and  Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with a
confirmation,  in  our favor, that the former primary shareholders of the entity
that  operated  the Kearney, New Jersey site are responsible for its remediation
to  applicable  state  standards  and  an  order  to  establish  a time line for
completion of the remediation.  We expect that the remediation will take several
years.  We are continuing to monitor the environmental condition at the Waukegan
site.  Significant  remediation  activities  have  already been concluded on the
Waukegan  site,  however,  it  has  not  yet  been determined whether additional
remediation  activities  will  be  required.  We  are  also  in  the  process of
characterizing  contamination  at  our Huntingdon Avenue, Waterbury, Connecticut
site  which  was  closed in the quarter ended September 30, 2003.  The extent of
required  remediation  activities at the Huntingdon Avenue site has not yet been
determined.  We have recorded a reserve of $645 with regard to this remediation.
We  do  not  anticipate  that  we  will  be materially affected by environmental
remediation  costs,  or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenue, Waterbury, Connecticut site.  It is
difficult,  however,  to  predict  the  final  costs and timing of costs of site
remediation.  Ultimate  costs  may vary from current estimates and reserves, and
the  discovery  of  additional  contaminants  at  these  or  other  sites or the
imposition  of  additional  cleanup  obligations, or third-party claims relating
thereto,  could  result  in  significant  additional  costs.


Legal  Proceedings:

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

NOTE  10.     Guarantor  Financial  Statements
MacDermid,  Inc.  ("Issuer")  issued  9  1/8%  Senior  Subordinated Notes ("Bond
Offering")  effective  June 20, 2001, for the face amount of $301,500, which pay
interest  semiannually  on  January  15th and July 15th and mature in 2011.  The
proceeds  were  used to pay down existing long-term debt.  This Bond Offering is
guaranteed  by substantially all existing and future directly or indirectly 100%
owned  domestic  restricted subsidiaries of MacDermid, Inc. ("Guarantors").  The
Guarantors,  fully,  jointly  and  severally,  irrevocably  and  unconditionally
guarantee  the performance and payment when due of all the obligations under the
Bond  Offering.  Our  foreign subsidiaries ("Non-Guarantors") are not guarantors
of  the  indebtedness  under  the  Bond  Offering.

The  equity  method  was  used by MacDermid, Inc. with respect to investments in
subsidiaries  for  these  financial statements.  The equity method also has been
used  by  subsidiary  guarantors  with  respect  to investments in non-guarantor
subsidiaries.  Financial statements for subsidiary guarantors are presented as a
combined  entity.  The  financial  information  includes  certain allocations of
revenues  and  expenses  based  on  management's  best  estimates, which are not
necessarily indicative of the financial position, results of operations and cash
flows  that  these  entities  would  have  achieved  on  a  stand-alone  basis.
Therefore,  these statements should be read in conjunction with the consolidated
financial  statements  and  notes  thereto included in our Annual Report for the
year  ended  December  31,  2004.

The  following  financial  information  sets  forth  our Condensed Consolidating
Balance  Sheets  as  of  March  31,  2005,  and December 31, 2004; the Condensed
Consolidating  Statements  of  Earnings for the three-month periods ending March
31, 2005, and 2004; and the Condensed Consolidating Statements of Cash Flows for
the  three  months  ending  March  31,  2005,  and  2004.

<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2005
(Unaudited)                                                                                 MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
                             ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ---------  --------------  --------------  --------------  -----------------
<S>                          <C>        <C>             <C>             <C>             <C>
Net sales . . . . . . . . . .  $22,519   $      45,004   $     110,543   $      (7,819)  $         170,247
Cost of sales . . . . . . . .   15,170          22,027          63,216          (7,819)             92,594
                               --------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .    7,349          22,977          47,327               -              77,653

Operating expenses:
Selling, technical and
administrative. . . . . . . .   10,889           8,256          27,525               -              46,670
Research and development. . .    1,679           2,271           2,582               -               6,532
                               --------  --------------  --------------  --------------  ------------------
                                12,568          10,527          30,107               -              53,202
                               --------  --------------  --------------  --------------  ------------------
Operating (loss) profit . . .   (5,219)         12,450          17,220               -              24,451

Equity in earnings of
subsidiaries. . . . . . . . .   19,880          11,652               -         (31,532)                  -
Interest income . . . . . . .      340               1             281               -                 622
Interest expense. . . . . . .   (7,570)              -             (74)              -              (7,644)
Miscellaneous income
(expense), net. . . . . . . .      154             262            (386)              -                  30
                               --------  --------------  --------------  --------------  ------------------
                                12,804          11,915            (179)        (31,532)             (6,992)
                               --------  --------------  --------------  --------------  ------------------

Earnings (loss) before taxes.    7,585          24,365          17,041         (31,532)             17,459
Income tax benefit
(expense) . . . . . . . . . .    4,200          (4,485)         (5,389)              -              (5,674)
                               --------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $11,785   $      19,880   $      11,652   $     (31,532)  $          11,785
                               ========  ==============  ==============  ==============  ==================
</TABLE>
<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2004
(Unaudited)                                                                                 MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
                             ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ---------  --------------  --------------  --------------  -----------------
<S>                          <C>        <C>             <C>             <C>             <C>
Net sales . . . . . . . . . .  $23,480   $      39,815   $     103,204   $      (4,487)  $         162,012
Cost of sales . . . . . . . .   15,749          16,822          56,402          (4,487)             84,486
                               --------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .    7,731          22,993          46,802               -              77,526

Operating expenses:
Selling, technical and
administrative. . . . . . . .   10,191           7,303          27,866               -              45,360
Research and development. . .    1,898           1,696           1,763               -               5,357
                               --------  --------------  --------------  --------------  ------------------
                                12,089           8,999          29,629               -              50,717
                               --------  --------------  --------------  --------------  ------------------
Operating (loss) profit . . .   (4,358)         13,994          17,173               -              26,809

Equity in earnings of
subsidiaries. . . . . . . . .   20,543          10,635               -         (31,178)                  -
Interest income . . . . . . .       30               7             191               -                 228
Interest expense. . . . . . .   (8,017)          1,210          (1,012)              -              (7,819)
Miscellaneous income
(expense), net. . . . . . . .       35             325            (618)              -                (258)
                               --------  --------------  --------------  --------------  ------------------
                                12,591          12,177          (1,439)        (31,178)             (7,849)
                               --------  --------------  --------------  --------------  ------------------

Earnings (loss) before taxes.    8,233          26,171          15,734         (31,178)             18,960
Income tax benefit
(expense) . . . . . . . . . .    4,660          (5,628)         (5,099)              -              (6,067)
                               --------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $12,893   $      20,543   $      10,635   $     (31,178)  $          12,893
                               ========  ==============  ==============  ==============  ==================
</TABLE>




<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
MARCH  31,  2005
(Unaudited)
                                                                                            MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
                             ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ---------  --------------  --------------  --------------  -----------------
<S>                          <C>        <C>             <C>             <C>             <C>
Assets
Current assets:
Cash and cash equivalents .  $ 66,454   $         785   $      66,502   $           -   $         133,741
Accounts receivables, net .    10,690          18,491         115,838               -             145,019
Due (to) from affiliates. .    22,565         102,715        (125,280)              -                   -
Inventories, net. . . . . .     6,137          26,684          51,286               -              84,107
Prepaid expenses. . . . . .     1,326           1,866           5,772               -               8,964
Deferred income taxes . . .    12,908               -           5,252               -              18,160
                             ---------  --------------  --------------  --------------  -----------------
Total current assets. . . .   120,080         150,541         119,370               -             389,991

Property, plant and
equipment, net. . . . . . .    16,327          32,712          58,014               -             107,053
Goodwill. . . . . . . . . .    21,680          68,574         104,033               -             194,287
Intangibles, net. . . . . .         -           4,836          23,157               -              27,993
Investments in subsidiaries   461,043         224,975               -        (686,018)                  -
Deferred income taxes . . .    16,959               -          15,219               -              32,178
Other assets, net . . . . .     6,935           2,743           5,205               -              14,883
                             ---------  --------------  --------------  --------------  -----------------
                             $643,024   $     484,381   $     324,998   $    (686,018)  $         766,385
                             =========  ==============  =============  ===============  =================


Current liabilities:
Accounts and dividends
  payable . . . . . . . . .  $  9,159   $       8,005   $      39,819   $           -   $          56,983
Accrued compensation. . . .     1,086           1,654           9,541               -              12,281
Accrued interest. . . . . .     5,733               -              93               -               5,826
Accrued income taxes
payable . . . . . . . . . .    (6,694)          8,512           5,581               -               7,399
Other current liabilities .    15,262           4,970          15,639               -              35,871
                             ---------  --------------  --------------  --------------  -----------------
Total current liabilities .    24,546          23,141          70,673               -             118,360

Long-term obligations . . .   300,416             217             255               -             300,888
Retirement benefits, less
current portion . . . . . .     5,100               -          21,092               -              26,192
Deferred income taxes . . .         -               -           7,164               -               7,164
Other long-term liabilities     3,353             (20)            839               -               4,172
                             ---------  --------------  --------------  --------------  -----------------
Total liabilities . . . . .   333,415          23,338         100,023               -             456,776
                             ---------  --------------  --------------  --------------  -----------------

Total shareholders' equity.   309,609         461,043         224,975        (686,018)            309,609
                             ---------  --------------  --------------  --------------  -----------------
Total Liabilities and
Shareholders' Equity. . . .  $643,024   $     484,381   $     324,998   $    (686,018)  $         766,385
                             =========  ==============  ==============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2004
                                                                                            MACDERMID
                                          GUARANTOR     NONGUARANTOR                      INCORPORATED
                             ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                             ---------  --------------  --------------  --------------  -----------------
<S>                          <C>        <C>             <C>             <C>             <C>
Assets
Current assets:
Cash and cash equivalents .  $ 69,512   $         688  $      67,629   $           -   $         137,829
Accounts receivables, net .     9,127          18,103        115,225               -             142,455
Due (to) from affiliates. .    47,106          78,199       (125,305)              -                   -
Inventories, net. . . . . .     5,002          22,996         52,447               -              80,445
Prepaid expenses. . . . . .     1,125           2,240          6,818               -              10,183
Deferred income taxes . . .    12,908               -          5,395               -              18,303
                             ---------  -------------  --------------  --------------  -----------------
Total current assets. . . .   144,780         122,226        122,209               -             389,215

Property, plant and
equipment, net. . . . . . .    16,886          33,224         60,353               -             110,463
Goodwill. . . . . . . . . .    21,680          68,574        104,033               -             194,287
Intangibles, net. . . . . .         -           5,004         23,430               -              28,434
Investments in subsidiaries   449,641         238,254              -        (687,895)                  -
Deferred income taxes . . .    21,579               -         13,096               -              34,675
Other assets, net . . . . .     8,006           3,385          5,254               -              16,645
                             ---------  -------------  --------------  --------------  -----------------
                             $662,572   $     470,667  $     328,375   $    (687,895)  $         773,719
                             =========  =============  ==============  ==============  =================


Current liabilities:
Accounts and dividends
  payable . . . . . . . . .  $  7,538   $       7,363  $      41,043   $           -   $          55,944
Accrued compensation. . . .     3,645           1,884          6,841               -              12,370
Accrued interest. . . . . .    12,692               -              8               -              12,700
Accrued income taxes
payable . . . . . . . . . .    (3,467)          5,556          5,204               -               7,293
Other current liabilities .    14,621           5,911         20,273               -              40,805
                             ---------  -------------  --------------  --------------  -----------------
Total current liabilities .    35,029          20,714         73,369               -             129,112

Long-term obligations . . .   300,385             274            418               -             301,077
Retirement benefits, less
current portion . . . . . .    20,395               -          6,193               -              26,588
Deferred income taxes . . .         -               -          9,267               -               9,267
Other long-term liabilities     2,732              38            874               -               3,644
                             ---------  -------------  --------------  --------------  -----------------
Total liabilities . . . . .   358,541          21,026         90,121               -             469,688
                             ---------  -------------  --------------  --------------  -----------------

Total shareholders' equity.   304,031         449,641        238,254        (687,895)            304,031
                             ---------  -------------  --------------  --------------  -----------------
Total Liabilities and
Shareholders' Equity. . . .  $662,572   $     470,667  $     328,375   $    (687,895)  $         773,719
                             =========  =============  ==============  ==============  =================
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2005
(Unaudited)
                                                                                MACDERMID
                                              GUARANTOR     NONGUARANTOR      INCORPORATED
                                 ISSUER     SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                                 ---------  --------------  --------------  -----------------
<S>                               <C>            <C>             <C>             <C>
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $(17,337)  $   7,467       $  11,893       $   2,023

Investing activities:
Capital expenditures. . . . . .      (696)       (485)         (1,825)         (3,006)
Proceeds from disposition of
fixed assets and business . . .         -           -             279             279
                                 ---------  --------------  --------------  -----------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .      (696)       (485)         (1,546)         (2,727)

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .     8,822      (8,067)           (613)            142
Repayments of long-term
borrowings. . . . . . . . . . .         -         (57)           (147)           (204)
Issuance of treasury shares . .        33           -               -              33
Proceeds from exercise of
stock options . . . . . . . . .        17           -               -              17
Dividends paid. . . . . . . . .     6,103       1,239          (8,554)         (1,212)
                                 ---------  --------------  --------------  -----------------
Net cash flows provided by
(used in) financing activities.    14,975      (6,885)         (9,314)         (1,224)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .         -           -          (2,160)         (2,160)
                                 ---------  --------------  --------------  -----------------
Net increase (decrease) in
cash and cash equivalents . . .    (3,058)         97          (1,127)         (4,088)

Cash and cash equivalents at
beginning of period . . . . . .    69,512         688          67,629         137,829
                                 ---------  --------------  --------------  -----------------
Cash and cash equivalents at
end of period . . . . . . . . .  $ 66,454   $     785       $  66,502       $ 133,741
                                 =========  ==============  ==============  =================
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2004
(Unaudited)
                                                                                MACDERMID
                                              GUARANTOR     NONGUARANTOR      INCORPORATED
                                 ISSUER     SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                                 ---------  --------------  --------------  -----------------
<S>                               <C>            <C>             <C>             <C>
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $(18,353)  $  14,849       $   9,481       $   5,977

Investing activities:
Capital expenditures. . . . . .      (118)       (475)           (708)         (1,301)
Proceeds from disposition of
fixed assets. . . . . . . . . .         -         512               7             519
                                 ---------  --------------  --------------  -----------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .      (118)         37            (701)           (782)

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .    29,515     (14,804)        (14,912)           (201)
Repayments of long-term
borrowings. . . . . . . . . . .         -           -            (121)           (121)
Issuance of treasury shares . .        31           -               -              31
Proceeds from exercise of
stock options . . . . . . . . .        54           -               -              54
Dividends paid. . . . . . . . .    11,279         235         (11,514)              -
                                 ---------  --------------  --------------  -----------------
Net cash flows provided by
(used in) financing activities.    40,879     (14,569)        (26,547)           (237)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .         -           -             307             307
                                 ---------  --------------  --------------  -----------------
Net increase (decrease) in
cash and cash equivalents . . .    22,408         317         (17,460)          5,265

Cash and cash equivalents at
beginning of period . . . . . .    18,295       1,286          41,713          61,294
                                 ---------  --------------  --------------  -----------------
Cash and cash equivalents at
end of period . . . . . . . . .  $ 40,703   $   1,603       $  24,253       $  66,559
                                 =========  ==============  ==============  =================
</TABLE>

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

CONSOLIDATED  OVERVIEW

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

Our  products  are  sold  in  a competitive, global economy, which exposes us to
certain currency, economic and regulatory risks and opportunities. Approximately
60%  of  our  net sales and identifiable assets for the three-month period ended
and  as  of  March  31,  2005, are denominated in currencies other than the U.S.
dollar, predominantly the Euro, British Pound Sterling, Hong Kong dollar and the
Japanese  Yen.  We  do not manage our foreign currency exposure in a manner that
would  eliminate  the  effects  of  changes  in  foreign  exchange  rates on our
earnings,  cash flows and fair values of assets and liabilities, and as such our
financial  performance  could be positively or negatively impacted by changes in
foreign exchange rates in any given reporting period. For the three-month period
ended March 31, 2005, net sales and net earnings were positively impacted by the
effect of foreign currency translation resulting primarily from the Euro and the
British  Pound  Sterling strengthening against the U.S. dollar compared exchange
rates  that  were  in  effect  in  the  first quarter of 2004.  These currencies
weakened  against  the U.S  dollar from the rates that were in effect at the end
of  2004  which  had  a  negative  impact  on  net  assets  and  liabilities.

We focus on growing revenues and the generation of cash from operations in order
to  build  shareholder  value.  Specifically,  we plan to improve top line sales
growth  over  the  longer  term  by  focusing  on:
-     utilizing  our  technical  service  and  outstanding products to penetrate
       global  markets  for  all  products,
-     supporting  working  capital  initiatives focused on maximizing cash flows
       during a period of continued economic uncertainty in our primary markets,
-     emphasizing  efficiency  improvements  throughout  the  organization,
-     adding  new  products  through  internal research and development, relying
       heavily  on  our  internal  knowledge  base,
-     strengthening  the  common identity of our products through a new branding
       initiative  called  "Yes  We  Can!"  and
-     acquiring  strategically  sound  companies  or  products.

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

Our  performance for the three months ended March 31, 2005, reflects the results
of  our  key  opportunities,  philosophies  and  risks,  as  outlined  above.
Specifically,  we  improved  top  line  sales  growth  due  to  favorable market
conditions  in  some  of  our  ASF  segment  markets and the introduction of new
products by one of our MPS units.  A change in the product mix along with higher
manufacturing  costs  and lower volumes due to soft market conditions in some of
our  units  resulted  in  a  decreased  gross  profit  percentage.  Increases in
research  and  development  activities  increased  our operating expense.  Taken
together  these activities resulted in a decrease in net income when compared to
the  same  period  in  2004.

From  a cash flow standpoint, we continue to maintain a high level of liquidity,
with  working capital of $271,631 which has increased by $11,528 from the end of
2004.  Cash  decreased $4,088 this quarter due to increases in capital spending,
higher  tax  payments,  investments  in  working capital and the payment of bond
interest.

The  following summary of results further explains the results of our operations
during the three-month periods ended March 31, 2005, and 2004, in addition to an
analysis  of  our  liquidity  as  of  the  end  of  the  period.

<TABLE>
<CAPTION>

SUMMARY  OF  THE  CONSOLIDATED  RESULTS  FOR  THE  QUARTER  ENDED  MARCH  31,  2005:

                                          THREE MONTHS ENDED                 CURRENCY-
                                              MARCH 31,                       ADJUSTED
                                         2005             2004      %CHANGE   %CHANGE*
                                         ----------   ----------   --------   --------
                                                                  FAVORABLE (UNFAVORABLE)
<S>                                      <C>              <C>          <C>       <C>
Net sales . . . . . . . . . . . . . . .  $  170,247   $  162,012       5.1%       3.1%
Cost of sales . . . . . . . . . . . . .      92,594       84,486     (9.6%)     (7.4%)
                                         ----------   ----------   --------   --------
    Gross profit. . . . . . . . . . . .      77,653       77,526       0.2%     (1.6%)

Gross profit percentage . . . . . . . .       45.6%        47.9%       **         **

Operating expenses. . . . . . . . . . .      53,202       50,717     (4.9%)     (3.0%)
                                         ----------   ----------   --------   --------
    Operating profit. . . . . . . . . .      24,451       26,809     (8.8%)    (10.4%)

Interest income (expense), net. . . . .      (7,022)      (7,591)      7.5%       7.5%
Other income, net . . . . . . . . . . .          30         (258)       **         **
                                         ----------   ----------   --------   --------
                                             (6,992)      (7,849)     10.9%      11.3%
                                         ----------   ----------   --------   --------

Earnings before income taxes. . . . . .      17,459       18,960     (7.9%)     (9.9%)
Income taxes. . . . . . . . . . . . . .      (5,674)      (6,067)      6.5%       8.8%
                                         ----------   ----------   --------   --------
Net earnings. . . . . . . . . . . . . .  $   11,785   $   12,893     (8.6%)    (10.5%)
                                         ==========   ==========   ========   ========
Diluted earnings  per share . . . . . .  $     0.38   $     0.42     (9.5%)    (11.6%)
                                         ==========   ==========   ========   ========
<FN>
*  Currency  adjusted  percent  change  is calculated based on a constant foreign exchange rate
period-over-period.  Management  believes this more accurately reflects true fluctuation in the
business  without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>

<TABLE>
<CAPTION>

SUMMARY  OF  KEY  SEGMENTED  RESULTS  FOR  THE  QUARTER  ENDED MARCH 31, 2005:


                                          THREE MONTHS ENDED                 CURRENCY-
                                              MARCH 31,                       ADJUSTED
                                         2005             2004      %CHANGE   %CHANGE*
                                         ----------   ----------   --------   --------
                                                                  FAVORABLE (UNFAVORABLE)
<S>                                      <C>              <C>          <C>       <C>
ADVANCED SURFACE FINISHING
Total net sales . . . . . . . . . . . .  $   99,141   $   93,488       6.0%       3.6%
Operating profit. . . . . . . . . . . .  $   14,135   $   14,738     (4.1%)     (6.2%)
Operating profit percentage . . . . . .       14.3%        15.8%       **         **

PRINTING SOLUTIONS
Total net sales . . . . . . . . . . . .  $   71,106   $   68,524       3.8%       2.3%
Operating profit. . . . . . . . . . . .  $   10,316   $   12,072    (14.5%)    (15.5%)
Operating profit percentage . . . . . .       14.5%        17.6%       **         **

CONSOLIDATED TOTAL
Total net sales . . . . . . . . . . . .  $  170,247   $  162,012       5.1%       3.1%
Operating profit. . . . . . . . . . . .  $   24,451   $   26,809     (8.8%)    (10.4%)
Operating profit percentage . . . . . .       14.4%        16.5%       **         **
<FN>

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


NET  SALES
During  the  three  months  ended  March  31,  2005, our net sales grew by 5.1%,
compared  to  the  same period in 2004.  On a currency-adjusted basis, net sales
grew  by  3.1%,  increasing  both  in the ASF and MPS segments.  Our ASF segment
benefited from volume growth in both our electronics and offshore fluids groups.
Our  electronics group continued to see growth all through Asia due to favorable
market  conditions,  this  increase  was  partially offset by market weakness in
Europe  and the Americas.  Our offshore fluids group benefited this quarter from
increased  oil  field  development  activities  throughout  the  world.  Our MPS
segment  benefited  from  growth  in  our  digital  printer  group due to market
acceptance of new product offerings.   Partially offsetting this increase in our
MPS  business  was a reduction in overall sales volume in groups that supply the
commercial,  packaging  and  publication  printing industries due to a continued
soft  markets,  the  timing  of  bulk  sales,  and the effects of changes in our
distribution system wherein we beginning to sell directly to our customer in the
U.S

COST  OF  SALES  AND  GROSS  PROFIT
Cost  of  sales  during  the three months ended March 31, 2005, increased $8,108
when  compared  to  the  same  period  in the prior year.  Strengthening foreign
currencies  contributed  approximately  $1,408  to this increase.  Excluding the
effects  of  foreign  currency,  our  cost of sales for the quarter increased by
7.4%.  This  increase  was  larger  than our currency adjusted sales increase of
3.1%  which  resulted in a decrease in our gross profit percentage from 47.9% in
the  first quarter of 2004 to 45.6% in our current quarter. Both of our segments
contributed to this margin decrease.  In our ASF segment our margin decrease was
most  significant  in  our  highly competitive Asian region where we experienced
some  pricing  pressures and we had higher sales of lower margin non-proprietary
equipment to the electronics industry.  In our MPS segment margins were lower in
most  groups  and  regions with the exception of our digital printer group.  The
decrease  in these MPS segment margins was a result of higher raw material costs
a  less  favorable  product  mix  and  the de-leveraging of fixed overhead costs
caused  by  lower  volume.

OPERATING  EXPENSES
Operating  expenses  increased 4.9% during the first quarter of 2005 compared to
the  same  quarter  in  2004, or 3.0% on a currency adjusted basis. Most of this
increase  was  the  result  of increased spending on research and development in
both  our  ASF  and  MPS  segments.  Operating  expenses were also higher in the
current  quarter  as a result of higher stock option expenses and other employee
costs.

OPERATING  PROFIT
During  the  three  months  ended  March  31,  2005,  operating profit decreased
approximately 8.8%.  As a percent of sales, operating profit was a decrease from
16.5%  in  the  first quarter of 2004 to14.4% in the first quarter of 2005.  Our
operating  profit  decrease  was  the  result  of  the  decrease  gross  profit
percentages  and  higher  operating  expenses  noted  above.

INTEREST  INCOME  (EXPENSE)
Interest  income  (expense),  net decreased for the three months ended March 31,
2005,  when  compared  to the same periods in the prior year.  This decrease was
due  to  a  higher interest income as a result of a higher average cash and cash
equivalents  balance  in  the  current year.  This balance consists primarily of
interest  expense  on  our outstanding bonds and interest income on our cash and
cash  equivalents  balance

OTHER  INCOME
Other  income  was $288 higher in the first quarter of 2005 compared to the same
quarter  in 2004 as a result of lower foreign exchange loss and more income from
the  mark-to-market  of  our  interest  rate  hedge.

INCOME  TAX  EXPENSE
Our  effective  tax  rate  for the three months ended March 31, 2005, was 32.5%,
representing  a  slight  increase  from  32%  in  the same period in 2004.  This
increase  in  the  tax  rate was due in part to an increase in the percentage of
taxable  income  in  tax  jurisdictions  with  a  higher  tax  rate.

NET  EARNINGS
Net  earnings during the quarter ended March 31, 2005 decreased by approximately
$1,108  or  8.6%  compared to the same period in 2004.  As discussed above, this
decrease  was  due  primarily  to  a  lower  gross  profit percentage and higher
operating  expenses  which  were  partially offset by higher interest income and
higher  other  income.

DILUTED  EARNINGS  PER  SHARE
Diluted earnings per share decreased approximately 9.5% during the first quarter
of  2005  when  compared  with the first quarter of 2004 due to the same factors
described  above  for  net  income.

OTHER  COMPREHENSIVE  INCOME
Other  comprehensive  income  decreased  by $8,323 for the first quarter of 2005
compared to the same quarter in the previous year.  This decrease is a result of
the  decrease  in  net  earnings  described  above  and a negative impact on the
foreign  currency  translation adjustment recognized during the current quarter.
We hold assets that are denominated in currencies that have weakened against the
U.S.  dollar  in  the first quarter of 2005. These currencies were primarily the
Euro,  Great  British Pound and Japanese Yen. In the first quarter of 2004 these
currencies were mixed against the U.S. dollar which resulted in a small positive
impact  from  currency  translation.

<TABLE>
<CAPTION>

LIQUIDITY  AND  CAPITAL  RESOURCES
The  table  below summarizes our cash flows for the three months ended March 31,
2005,  and  2004:

<S>                                      <C>       <C>      <C>
                                            2005     2004   VARIANCE
                                         --------  -------  --------
Cash provided by (used in):
Operating Activities. . . . . . . . . .  $ 2,023   $5,977   $(3,954)
Investing Activities. . . . . . . . . .   (2,727)    (782)   (1,945)
Financing Activities. . . . . . . . . .   (1,224)    (237)     (987)
Effect of exchange rate changes on cash   (2,160)     307    (2,467)
                                         --------  -------  --------
Net change in cash. . . . . . . . . . .  $(4,088)  $5,265   $(9,353)
                                         ========  =======  ========
</TABLE>


Cash flow from operating activities declined during the three months ended March
31,  2005,  compared  to  the same period in 2004 primarily as a result of lower
income,  the  timing  of  tax  payments  and  changes in our inventory, accounts
receivable  and  accrued  expenses.  Increases  in  accounts  receivable  and
inventories  are  a  result  of  our  current  focus on driving growth in sales.
Accrued  expenses  decreased  due  to  a  higher level of payouts for rebates to
customers  and bonuses to employees after the end of 2004 compared to those paid
after  the end of 2003. The timing of tax payments also negatively impacted cash
flow  from  operations.  In  the  first  quarter  of 2005 we paid taxes totaling
$5,085  compared  to  tax  payments  of  $2,720  in  the  first quarter of 2004.

Net  cash  used in investing activities increased significantly during the three
months  ended March 31, 2005, compared to the same period in 2003.  Driving this
change  was  an  increase  in  capital  spending  in 2005.  Most of this capital
spending  increase  was related to a new plant in China for our ASF segment that
is  expected  to  be  completed  this  year.

Net  cash  used  in  financing activities increased by $987 in the quarter ended
March  31,  2005  when compared to the same quarter last year. This increase was
primarily  the  result  of  the  timing  of  funding  for our quarterly dividend
payments.  Our  fourth  quarter  of 2003 dividend payment was funded in December
2003,  while  our  fourth quarter of 2004 dividend payment was funded in January
2005.  In  the  first  quarter of 2005 we declared a dividend of $0.06 per share
which was an increase from the $0.04 per share that was declared in each quarter
of  2004.

The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of MacDermid, Inc.'s common stock. Such additional shares may
be  acquired  through  privately  negotiated transactions or on the open market.
Any  future  repurchases  by  us  will  depend on various factors, including the
market  price  of  the  shares,  our business and financial position and general
economic  and  market  conditions.  Additional  shares acquired pursuant to such
authorizations  will  be  held  in  our treasury and will be available for us to
issue  for various corporate purposes without further shareholder action (except
as  required  by applicable law or the rules of any securities exchange on which
the  shares  are then listed).  At March 31, 2005, the outstanding authorization
to  purchase  approximately  800,000  shares  would  cost approximately $26,000.

We  believe  that we have the financial flexibility to deliver shareholder value
described  above  while  meeting our contractual obligations.  We currently have
$133,741  in  cash and cash equivalents and working capital of $271,631 million.
Excluding  our  non-monetary  items,  prepaid  expenses  and deferred taxes, our
working capital is $244,507.  We also have a long-term credit arrangement, which
consists  of  a  combined  revolving  loan  facility  that  permits  borrowings,
denominated  in  US dollars and foreign currencies, of up to $50,000.  There has
been no balance outstanding, or activity on this revolving loan facility for any
of  the  periods  presented.  We  have other uncommitted credit facilities which
presently  total  approximately  $42,400

<TABLE>
<CAPTION>

Future  estimated  contractual  cash commitments for the years subsequent to March 31, 2005,
are  summarized  in  the  following  table:


                                         LESS THAN    2-3      4-5    AFTER 5
                                 TOTAL    1 YEAR     YEARS    YEARS    YEARS
                                --------  -------  -------  --------  --------
<S>                             <C>       <C>      <C>      <C>       <C>
Long-term debt . . . . . . . .  $301,500  $     -  $     -  $      -  $301,500
Semi-annual bond interest. . .   178,828   27,512   55,024    55,024    41,268
Capital leases . . . . . . . .       726      174      401        53        98
Operating leases . . . . . . .    19,298    4,994    6,856     3,410     4,038
Pension funding requirements .    33,388    5,388   14,000    14,000         -
Purchase obligations and other     6,681    6,681        -         -         -
                                --------  -------  -------  --------  --------
Total contractual cash
Commitments. . . . . . . . . .  $540,421  $44,749  $76,281  $ 72,487  $346,904
                                ========  =======  =======  ========  ========
</TABLE>


<TABLE>
<CAPTION>

The  following  table reflects our ability to fund both our required obligations
and  its  shareholder  growth  initiatives  for  fiscal  2005:


<S>                                                                     <C>
Cash and cash equivalents as of March 31, 2005 . . . . . . . . . . . .  $133,741
Other net current monetary assets and liabilities as of March 31, 2005   110,766
                                                                        --------
                                                                         244,507

Available borrowings under revolving loan facility . . . . . . . . . .    50,000
Availability under other uncommitted credit facilities . . . . . . . .    42,400
                                                                        --------
    Total cash available and potentially available . . . . . . . . . .   336,907

Contractual cash commitments due in next year. . . . . . . . . . . . .    44,749
Expected capital expenditures for the year . . . . . . . . . . . . . .    12,000
Expected dividend payments in the next year. . . . . . . . . . . . . .     7,264
                                                                        --------
    Excess of cash available and potentially available over
requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $272,894
                                                                        ========
</TABLE>


CRITICAL  ACCOUNTING  ESTIMATES:
In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgment  based  on  its  understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are subject to an inherent degree of uncertainty.  Accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
Our critical accounting policies are consistent with those disclosed in our Form
10-K  for  the  year  ended  December  31,  2004.

New  Accounting  Standards
The Financial Accounting Standards Board (FASB) finalized Staff Position No. FAS
109-1,  Application  of  FASB Statement No. 109, Accounting for Income Taxes, to
the  Tax  Deduction  on Qualified Production Activities Provided by the American
Jobs  Creation  Act  of  2004  (FAS  109-1),  and  Staff Position No. FAS 109-2,
Accounting and Disclosure for the Foreign Earnings Provision within the American
Jobs  Creation  Act  of  2004  (FAS 109-2), in December 2004.  The American Jobs
Creation  Act  of 2004 (the Act) provides for a temporary 85% dividends received
deduction on certain foreign earnings repatriated during a one-year period.  The
deduction  would  result  in  a  5.25%  Federal  tax rate on qualifying earnings
repatriated  under  the  Act.  The  Act did not have an impact on our income tax
expense for the first quarter of 2005. We have not fully evaluated the impact of
the  Act  on  our  income  tax  expense  for  the  remainder  of  2005.

In  November  2004,  the  FASB  issued  Statement  No. 151, Inventory Costs - an
amendment  of ARB No. 43, Chapter 4 (FAS 151).  FAS 151 clarifies the accounting
treatment  of abnormal amounts of idle facility expense, freight, handling costs
and  spoilage  such  that  these  items  be recognized as current-period charges
regardless of whether they meet the criterion established in Accounting Research
Bulletin  (ARB)  No.  43  Chapter  4.  This statement is effective for inventory
costs  incurred  during fiscal years beginning after June 15, 2005, with earlier
application  permitted.  We  are  assessing the impact that FAS 151 will have on
our  financial  statements.

In  December  2004,  the FASB issued a revision (the revision) of FASB Statement
No.  123,  Accounting  for  Stock-Based  Compensation,  (FAS  123R)  which  also
supersedes  APB Opinion No 25, Accounting for Stock Issued to Employees, and its
related  implementation  guidance.  The  revision  establishes standards for the
accounting  treatment  of  transactions  in which an entity exchanges its equity
instruments  for goods or services, as well as certain transactions in which the
entity  may  settle  based  on the fair value or exchange of the entity's equity
instruments.  In addition to providing additional guidance on how to measure and
report  fair  value  of  these  equity instruments, the pronouncement also gives
guidance on option expense, related tax benefits, and cash flow treatment, among
other  things.  In  April 2005, the Securities and Exchange Commission postponed
the  effective  date  of FAS 123R until the fiscal year beginning after June 15,
2005  (our first quarter of 2006). We are assessing the impact that the revision
will  have  on  our  financial  statements.

In March 2005, the FASB issued FASB Interpretation No. 47 ("FIN 47"), Accounting
for  Conditional  Asset  Retirement  Obligations,  an  interpretation  of  FASB
Statement  No.  143  ("FAS  143").  The  interpretation  clarifies that the term
conditional  asset retirement obligation, as used in SFAS 143, refers to a legal
obligation  to perform an asset retirement activity in which the timing and (or)
method  of  settlement  are conditional on a future event that may or may not be
within  the control of the entity. The interpretation is effective no later than
the  end  of  fiscal  years  ending  after  December  15, 2005. We are currently
evaluating  the  impact  that  FIN  47  will  have  on our financial statements.

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

The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and  beliefs concerning future events affecting us and are subject
to  uncertainties  and  factors  relating  to  our  operations  and  business
environment,  all of which are difficult to predict and many of which are beyond
our  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.

All  forward-looking  statements should be considered in light of these factors.
We  undertake no obligation to update forward-looking statements or risk factors
to  reflect  new  information,  future  events  or  otherwise.




ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK
We  are  exposed to market risk in the normal course of business activity due to
our  operations  in  different  foreign currencies and our ongoing investing and
financing  activities.  The risk of loss can be assessed from the perspective of
adverse  changes  in  fair  values,  cash  flows  and  future earnings.  We have
established policies and procedures governing our management of market risks and
the  use  of financial instruments to manage exposure to such risks.  Management
continually  reviews the balance between foreign-currency-denominated assets and
liabilities  in order to minimize our exposure to foreign exchange fluctuations;
however  we  do  not  currently actively hedge any of our foreign currency risk.

We  operate  manufacturing facilities in ten countries and sell products in over
twenty-five  countries.  Approximately 60% of our net sales and total assets are
denominated  in currencies other than the US Dollar, predominantly the Euro, the
Pound  Sterling,  the Yen, and the Hong Kong Dollar.  For the three-month period
ending  March 31, 2005 foreign currency translation had a slight positive effect
on  diluted  earnings  per  share,  .  The  impact  of  exchange rate changes on
operating  cash  flows  historically  been comparable to the impact on earnings.

Our business operations consist principally of manufacture and sale of specialty
chemicals,  supplies  and  related equipment to customers throughout much of the
world.  Approximately  41%  of  our  business  is  concentrated  in the printing
business,  used for a wide variety of applications, while 59% of our business is
concentrated on customers supplying a wide variety of chemicals to manufacturers
of  automotive, other industrial, electronics and offshore applications.   As is
usual  for  these  businesses,  we  generally do not require collateral or other
security  as  a  condition  of  sale, rather relying on credit approval, balance
limitation  and  monitoring  procedures  to control credit risk of trade account
financial  instruments.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.

In  the past, we were exposed to interest rate risk, primarily from our floating
interest  rate  credit  facilities.  At  the time, we entered into interest rate
swap  agreements  for  the  purpose  of reducing our exposure to possible future
changes  in  interest  rates  on  these  facilities.  On  September 20, 2001, we
refinanced these facilities with 9 1/8% Senior Subordinated Notes, which reduced
our  exposure  to  changing  interest rates and is currently unhedged.  However,
there  is  still  one interest rate swap outstanding.  This swap formerly hedged
our floating rate debt, but because we refinanced these obligations, the swap is
now  considered speculative.  For additional information, see Note 10, Guarantor
Financial  Statements,  in Part I, Item 1. Based upon our current debt structure
and  expected  levels  of  borrowing  for  the remainder of 2005, an increase in
interest  rates  would  not  result  in  an  incremental  interest  expense.

We  do  not enter into derivative financial instruments for trading purposes but
have  certain  other  supply  agreements  for  raw material inventories and have
chosen  not  to enter into any price hedging with our suppliers for commodities.

ITEM  4:
                             Controls and Procedures

Disclosure  Controls  and  Procedures
Our  management,  with  the participation of our Chief Executive Officer and the
Senior  Vice  President  of  Finance,  has  evaluated  the  effectiveness of our
disclosure  controls  and procedures (as such term is defined in Rules 13a-15(e)
and  15d-15(e)  under  the  Securities  Exchange  Act  of  1934, as amended (the
"Exchange  Act"))  as  of the end of the period covered by this report. Based on
that  evaluation, these officers have concluded that our disclosure controls and
procedures  are  effective for the purpose of ensuring that material information
required  to  be  in  this quarterly report is made known to them by others on a
timely  basis  and that information required to be disclosed in the reports that
we  file or submit under the Exchange Act is accumulated and communicated to our
management,  including our principal executive and principal financial officers,
as  appropriate  to  allow  timely  decisions  regarding  required  disclosure.

Changes  in  Internal  Controls
We  are  continuously seeking to improve the efficiency and effectiveness of its
operations  and  of  its  internal  controls.  This  results  in  refinements to
processes  throughout  the  company.  However,  there  has been no change in our
internal  control  over financial reporting that occurred during our most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect  our  internal  control  over  financial  reporting


PART  II.  OTHER  INFORMATION
ITEM  1  : Legal  Proceedings
            Refer  to  the  notes  to  the  consolidated  condensed  financial
            statements,  Contingencies  and  Legal  Matters,  Note  9.
ITEM  2  : Unregistered  Sales  of  Equity  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

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

ITEM  6(b)  :  Reports  on  Form  8-K
Current  Report  on Form 8-K dated February 10, 2005, regarding earnings for the
 fourth  quarter  and  fiscal  year  ended  December  31,  2004.
Amendment  to  MacDermid,  Inc's  401(k)/Employee  Stock  Ownership  Plan  as of
 February  18,  2005,  dated  February  15,  2005.
Amendment  to  the  Bylaws  of  MacDermid,  Inc.,  dated  March  3,  2005.



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:  May 9,  2005                                 /s/  Daniel  H.  Leever
       -----------                                  -----------------------

                                                     Daniel  H.  Leever
                                                       Chairman  and
                                                 Chief  Executive  Officer


Date:  May 9,  2005                             /s/  Gregory  M.  Bolingbroke
       -----------                              -----------------------------

                                                 Gregory  M.  Bolingbroke
                                             Senior  Vice  President,  Finance