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

                               FORM 10-Q/A

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

             FOR THE QUARTERLY PERIOD ENDED    June 30, 1999
                                               -------------

                    COMMISSION FILE NUMBER    0-2413
                                              ------


                         MACDERMID, INCORPORATED
                         -----------------------
          (Exact name of registrant as specified in its charter)

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

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

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

                              NONE
               ---------------------------------
    Former name, former address and former fiscal year,
              if changed since last report.

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

                                   Yes  X     No
                                       ----     ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                Class                       Outstanding at August 1, 1999
       --------------------------           -----------------------------
       Common Stock, no par value                  25,157,299 shares














<PAGE>
                                                          -2-



                            MACDERMID, INCORPORATED


                                   INDEX

                                                                    Page No.

PART I.  Financial Information

  Item 1.  Financial Statements

Consolidated Condensed Balance Sheets -
      June 30, 1999 and March 31, 1999                              3-4

    Consolidated Condensed Statements of Earnings
      and Retained Earnings - Three Months
      Ended June 30, 1999 and 1998                                  5

    Consolidated Condensed Statements of Cash Flows -
      Three Months Ended June 30, 1999 and 1998                     6

    Notes to Consolidated Condensed Financial Statements            7-12

  Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations          12-20


PART II.  Other Information                                         21

  Signatures                                                        22













<PAGE>
                                                                 -3-
<TABLE>

PART I. - FINANCIAL INFORMATION

                        MACDERMID, INCORPORATED
                  CONSOLIDATED CONDENSED BALANCE SHEETS
         (Amounts in Thousands of Dollars Except Share Amounts)
<CAPTION>
                                                  June 30,      March 31,
                                                    1999          1999
                                                 ------------   ---------
                                                 (Unaudited)    (Audited)
<S>                                               <C>           <C>
               ASSETS
Current Assets:
    Cash and Cash Equivalents                     $  9,153      $  15,486
    Available-for-Sale Securities                    1,122            968
    Accounts and Notes Receivable
      (Net of Allowance for Doubtful
      Receivables of $5,996 and $6,411)            121,672        108,619
    Inventories
      Finished Goods                                34,712         29,405
      Raw Materials                                 24,916         26,644
                                                  --------       --------
                                                    59,628         56,049
    Prepaid Expenses                                 4,645          3,182
    Deferred Income Tax Asset                        6,038          5,070
                                                  --------       --------
        Total Current Assets                       202,258        189,374

Property, Plant and Equipment (Net of Accumulated
  Depreciation of $51,576 and $49,966)              62,229         59,239

Goodwill (Net of Accumulated Amortization of
  $16,646 and $14,604)  (Note 2)                   179,038        168,991
Intangibles, including Patents/Trademarks
      (Net of Accumulated Amortization of
       $7,041 and $6,021)                           52,648         53,849
Other Assets                                        33,819         34,826
                                                  --------       --------
        Total Assets                              $529,992       $506,279
                                                  ========       ========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>











<PAGE>
                                                               -4-
<TABLE>

<CAPTION>
                                                  June 30,       March 31,
                                                   1999             1999
                                                -----------       ---------
                                                (Unaudited)       (Audited)
<S>                                               <C>              <C>
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes Payable                                   $  3,961         $  3,700
  Current Installments of Long-Term Obligations     24,763           27,659
  Accounts and Dividends Payable                    48,606           44,026
  Accrued Expenses  (Note 2)                        40,545           39,169
  Income Taxes                                      15,439           11,572
                                                  --------         --------
      Total Current Liabilities                    133,314          126,126

Long-Term Obligations                              236,599          231,009
Accrued Postretirement and Postemployment Benefits   4,453            6,459
Deferred Income Taxes                                  614              581
Minority Interest in Subsidiaries                      101               65

Shareholders' Equity
  Common Stock Stated Value $1 per Share            39,413           39,413
  Additional Paid-In Capital                         5,483            5,263
  Retained Earnings                                167,811          158,315
Comprehensive Income Equity Adjustments:  (Note 3)
  Cumulative Foreign Currency Translation              393           (2,667)
  Available-for-Sale Securities Holding Loss           (78)            (174)
Less:  Cost of 14,267,816 Common Shares
         in Treasury  (Note 4)                     (58,111)         (58,111)
                                                  --------         --------
      Total Shareholders' Equity                   154,911          142,039
                                                  --------         --------
                                                  $529,992         $506,279
                                                  ========         ========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>



<PAGE>
                                                              -5-
<TABLE>
                           MACDERMID, INCORPORATED
    CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
                              (Unaudited)
         (Amounts in Thousands Except Share and Per Share Amounts)
<CAPTION>
                                           Three Months Ended
                                              June 30,
                                            ---------------
                                            1999          1998
                                            ----          ----
<S>                                        <C>          <C>
Net Sales                                  $ 119,067    $ 81,070
Cost and Expenses:
  Cost of Sales                               58,474      40,173
  Selling, Technical and Administrative
    Expenses/Amortization                     40,437      26,601
  Interest Income                               (730)       (183)
  Interest Expense                             5,497       2,241
  Other (Income) Expense - Net                   124        (237)
                                            --------     --------
                                             103,802      68,595
                                            --------     --------
    Earnings Before Income Taxes              15,265      12,475
Income Taxes                                   5,266       4,382
                                            --------     --------
  Earnings Available for Common Shareholders   9,999       8,093

Retained Earnings, Beginning of
 Period                                      158,315     124,043
Cash Dividends Declared                         (503)       (503)
                                             -------     --------
Retained Earnings, End of Period           $ 167,811    $131,633
                                            ========     ========

Net Earnings Per Common Share - (Note 5):
  Basic                                        $0.40       $0.32
                                               =====       =====
  Diluted                                      $0.39       $0.32
                                               =====       =====
Cash Dividends Per Common Share                $0.02       $0.02
                                               =====       =====

Weighted Average Common Shares
  Outstanding:
   Basic                                   25,145,343  24,149,149
                                           ==========  ==========
   Diluted                                 25,430,215  25,475,820
                                           ==========  ==========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>

<PAGE>
                                                                 -6-
<TABLE>
                         MACDERMID, INCORPORATED
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                     (In Thousands of Dollars)
                            (Unaudited)
<CAPTION>
                                                  Three Months Ended
                                                      June 30,
                                                --------------------
                                                  1999         1998
                                                  ----         ----
<S>                                             <C>          <C>
Net Cash Flows from Operating Activities        $ 2,230      $ 3,098

Cash Flows from Investing Activities:
  Capital Expenditures                           (1,378)      (1,394)
  Proceeds from Disposition of Fixed Assets         209            -
  Acquisitions/Investments of Business(Note 2)   (8,334)     (15,164)
                                                -------       -------
    Net Cash Flows Used in Investing Activities ( 9,503)     (16,558)

Cash Flows from Financing Activities:
  Short-Term (Repayments)/Borrowings              2,517       (3,441)
  Long-Term Borrowings                            9,107       29,206
  Long-Term Repayments                           (9,871)      (6,969)
  Exercise of Stock Options                           -          162
  Purchase of Treasury Shares                         -       (3,140)
  Dividends Paid                                   (503)        (503)
                                                --------      -------

    Net Cash Flows from Financing Activities      1,250       15,315

Effect of Exchange Rate Changes on Cash
    and Cash Equivalents                           (310)         (35)
                                                 -------      -------
Net Increase/(Decrease) in Cash and
    Cash Equivalents                             (6,333)       1,820

Cash and Cash Equivalents at Beginning of Year   15,486        3,549
                                                -------      -------

Cash and Cash Equivalents at End of Period      $ 9,153      $ 5,369
                                                =======      =======

Cash Paid for Interest                          $ 4,782      $ 2,105
                                                =======      =======

Cash Paid for Income Taxes                      $ 3,023      $ 1,243
                                                =======      =======
<FN>
See accompanying notes to consolidated condensed financial statements.
</FN>
</TABLE>


<PAGE>


                                                                -7-

                                MACDERMID, INCORPORATED
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies

          The March 31, 1999 condensed consolidated balance sheet amounts
          have been derived from the previously audited consolidated balance
          sheets of MacDermid, Incorporated (the Corporation).  The balance of
          the condensed financial information reflects all adjustments which
          are, in the opinion of management, necessary for a fair presentation
          of the financial position, results of operations and cash flows for
          the interim periods presented and are of a normal recurring nature
          unless otherwise disclosed in this report.  The results of
          operations for the three-month periods ended June 30, 1999 and 1998
          are not necessarily indicative of trends or of the results to be
          expected for the full year.  The statements should be read in
          conjunction with the notes to the consolidated financial
          statements included in the Corporation's 1999 Annual Report.


Note 2.   Acquisitions and Investments

          On May 3, 1999 a subsidiary of the Corporation increased its interest
          in Galvanevet S.P.A., an Italian specialty chemical company, by an
          additional 60%, to a total 90% investment.  This transaction included
          a $7,936 cash payment and a further $7,500 that is deferred for a
          year.  The Corporation intends to purchase the remaining 10% interest
          within the next year with a final payment of $2,659 bringing the
          total purchase price to $25,370.  The total purchase price
          includes inventory, fixed assets and goodwill of approximately
          $20,000 which is being amortized over fifteen years, using
          purchase accounting.  The current year accounts include
          the assets and liabilities of Galvanevet in the Condensed
          Consolidated Balance Sheet.  Operational activity from the
          foregoing acquisition was included in the results of operations
          in the Condensed Consolidated Statement of Earnings since
          May 3, 1999.

          The Corporation established additional purchase liabilities
          (included in accrued expenses) last fiscal year upon recording
          the acquisition of W Canning plc.  The following table illustrates
          activity charged to this account for the three month period ended
          June 30, 1999.







<PAGE>

                                                                -8-

<TABLE>

<CAPTION>

                                 Beginning      Activity      June 30,
                                  of Year                       1999
                                 ---------      --------      --------
<S>                              <C>            <C>           <C>
Facilities                       $ 4,200         72           $ 4,128
Redundancies                       2,050        551             1,499
Environmental                      2,000          -             2,000

</TABLE>

          The reorganization of employees and facilities is proceeding as
          planned and as such there were no changes to the original estimated
          liability recorded.  As of the current reporting period there were 59
          employees terminated of the 112 planned.  Negotiations are ongoing
          regarding the elimination of leased facilities and sale of owned
          facilities, none of which have closed at present, however, the
          expectation remains that the reorganization will be completed
          prior to December 31, 1999.



Note 3.   Comprehensive Income

          The Corporation has adopted the Financial Accounting Standards Board
          Statement of Financial Accounting Standard No. 130, Reporting
          Comprehensive Income (SFAS130) as of April 1, 1998.  SFAS130
          established standards for reporting and display of comprehensive
          income and its components in the financial statements. Tax is
          provided for at the effective rate of the jurisdiction under which
          the other comprehensive income (loss) arises.  At June 30, 1999,
          accrued income tax liability includes a benefit in the amount of $48.
          The Corporation does not provide for U.S. income taxes on foreign
          currency translation adjustments since it does not provide for such
          taxes on undistributed earnings of foreign subsidiaries. The
          components of comprehensive income for the three month
          periods ended June 30, 1999 and 1998 are as follows:












<PAGE>
                                                                  -9-

<TABLE>

<CAPTION>
                                                 Three Months Ended
                                                      June 30,
                                                --------------------
                                                  1999         1998
                                                  ----         ----
<S>                                             <C>          <C>
Net Earnings                                    $ 9,999      $ 8,093
Other Comprehensive Income:
   Cumulative Foreign Currency
    Translation Adjustment                        3,060         (632)
Available-for-Sale Securities
   unrealized (loss)/gain, net of tax                96            -
                                                -------       -------
Comprehensive Income                            $13,155      $ 7,461
                                                -------       -------

</TABLE>


Note 4.   Stock Repurchase Authorization

          On July 22, 1998 the Board of Directors authorized the Corporation to
          purchase up to 1,000,000 shares of its common stock.  On February 17,
          1999, the Board of Directors reduced this authorization to 250,000.
          At June 30, 1999, there remained authorization to purchase 234,000
          shares.  Such additional shares may be acquired through
          privately negotiated transactions or on the open market from time to
          time.  Any future repurchases by MacDermid will depend on various
          factors, including the market price of the shares, the Corporation's
          business and financial position and general economic and market
          conditions.  Additional shares acquired pursuant to such
          authorization will be held in the Corporation's treasury and will be
          available for the Corporation to issue for various corporate purposes
          without further shareholder action (except as required by applicable
          law or the rules of any securities exchange on which the shares are
          then listed).











<PAGE>

                                                                    -10-

Note 5.   Earnings Per Common Share

          The Corporation has adopted the Financial Accounting Standards Board
          Statement of Financial Accounting Standard No. 128, Earnings per
          Share (SFAS128), as of December 31, 1997.  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 potential common shares that
          were outstanding during the period. Earnings per share is calculated
          based upon net earnings available for common shareholders after
          deduction for preferred dividends, if any.


Note 6.   Contingencies

          (a) Environmental

          The Corporation has been named as a potentially responsible party
          (PRP) by the Environmental Protection Agency in connection with two
          waste sites.  There are many other companies involved at each of
          these sites and the Corporation's participation is minor.  The
          Corporation has recorded its best estimate of liabilities in
          connection with site clean-up based upon the extent of its
          involvement, the number of PRPs and estimates of the total costs of
          the site clean-up that reflect the results of phase I and II
          environmental investigations and remediation estimates produced by
          remediation contractors.  Though it is difficult to predict the final
          costs of site remediation, management believes that the recorded
          liabilities are reasonable estimates of probable liability and that
          future cash outlays are unlikely to be material to its consolidated
          financial position, results of operations or cash flows.  In respect
          of the foregoing two sites the Corporation has reserved $200 as its
          estimate of liability, for the Corporation, taking the foregoing
          factors into consideration.

          The Corporation has established an environmental remediation reserve
          with respect to its December 1998 acquisition of W. Canning, plc.  A
          substantial majority of that reserve is attributable to two U.S.
          sites of a W. Canning, plc. U.S. subsidiary that are believed to
          require environmental remediation activities.  The reserves
          established by the Corporation were based upon phase
          I and phase II environmental investigations of those sites and
          remediation estimates produced by remediation contractors, which
          estimates indicated that the reasonable range of the Corporation's






<PAGE>

                                                                      -11-

          gross liability is $2,000 to $11,500.  Based upon the Corporation's
          experience and the facts known to it, as of the date of this filing
          the Corporation expects that its gross liability for those two
          Canning sites will not exceed $4,500.  The Corporation believes that
          its Canning subsidiary clearly is entitled under Canning's
          acquisition agreement relating those sites to withhold a deferred
          purchase price payment of approximately $2,300, which will be applied
          to reduce its net liability for those sites.  To the extent the
          Corporation's liabilities exceed $2,300 it may be entitled to
          additional indemnification payments from the previous two
          largest shareholders of the prior owner of the two sites.  Such
          recovery is substantially uncertain, however, and would likely
          involve significant litigation expense.  As a result, the Corporation
          has recorded a net liability of $2,000.  The foregoing estimates of
          potential gross and net liabilities and recoveries have not been
          discounted to reflect the time value of money.  The Corporation
          expects that the liabilities pertaining to the two Canning sites
          will be incurred within the next three years; the Corporation will
          recognize the recovery from the purchase price adjustment
          contemporaneously with its payment of the underlying expense.

          On January 30, 1997, the Corporation was served with a subpoena from
          a federal grand jury in Connecticut requesting certain documents.
          The Corporation was subsequently informed that it is a subject of the
          grand jury's investigation.  The subpoena requested information
          relating to an accidental spill from the Corporation's Huntingdon
          Avenue, Waterbury, Connecticut facility that occurred in November of
          1994, together with other information related to operations and
          compliance at the Huntingdon Avenue facility.  The Corporation has
          retained outside law firms to assist in complying with the subpoena.
          The Corporation is cooperating with the government's investigation.
          Since this matter is currently in very early stages, it is impossible
          to determine what the ultimate outcome will be and difficult to
          quantify the extent of an exposure to liability.  As such, no
          assurance can be given that the Corporation will not be found to have
          liability.  Accruals in this regard are determined in accordance with
          the provisions of Statement of Financial Accounting Standards No. 5,
          Accounting for Contingencies (SFAS5) which requires an accrual to be
          recorded when it is both probable a liability has been incurred and
          the cost is reasonably estimable.

          (b) Legal Proceedings

          On July 26, 1999 the Corporation was named in a civil lawsuit
          commenced in the Superior Court of the State of Connecticut.  The
          action was initiated by the Commissioner of Environmental Protection
          alleging various compliance violations at the Corporation's
          Huntingdon Avenue and Freight Street locations between the years 1992
          through 1998.  The complaint contains allegations of permit


<PAGE>

                                                                   -12-

          violations and violations of procedural, notification and other
          requirements of Connecticut's environmental regulations over the
          foregoing period of time.  The Corporation is vigorously defending
          this action.  It is currently believed that the outcome of the
          proceeding will not materially affect the Corporation's business or
          financial position, however, the proceeding is in very early stages
          and therefore difficult to assess at this time.

          (c) Other
          The Corporation is a party to a number of lawsuits and claims in
          addition to those discussed above arising out of the ordinary conduct
          of business.  While the ultimate results of the proceedings against
          the Corporation cannot be predicted with certainty, management does
          not expect that resolution of these matters will have a material
          adverse effect upon its consolidated financial position, results of
          operations or cash.  It is the Corporation's policy to accrue
          probable liabilities to the extent that such liabilities can
          reasonably be estimated.

          The Corporation's business operations, consist principally of
          manufacture and sale of specialty chemicals, supplies and related
          equipment to customers throughout much of the world.  Approximately
          60% of the business is concentrated with manufacturers of printed
          circuit boards which are used in a wide variety of end-use
          applications, including computers, communications and control
          equipment, appliances, automobiles and entertainment products.  As is
          usual for this business, the Corporation generally does not require
          collateral or other security as a condition of sale, choosing,
          rather, to control credit risk of trade account financial instruments
          by credit approval, balance limitation and monitoring procedures.
          Management believes that reserves for losses, which are established
          based upon review of account balances and historical experience, are
          adequate.




ITEM 2:

                     Management's Discussion and Analysis of
                   Financial Condition and Results of Operations


The following discussion compares the results of operations for the three
month period which ended June 30, 1999 to the same period in 1998 and
provides information with respect to changes in financial condition
during the three months then ended.



<PAGE>

                                                                 -13-

SALES

Total sales for the current quarter, $119,067 increased $37,997 or 47% from
$ 81,070 in the same period last year.  Proprietary chemical sales were 85% of
total sales for both the current and prior year periods increasing a similar
47% as total sales growth.  Canning added $30,214 and Galvanevet added $4,774,
or together, 43% of the 47% increase reported, while business which existed
before the acquisitions added $3,009, or 4% growth.  The Corporation has
witnessed softening markets in all geographic regions but managed to produce
increased sales worldwide although primarily from acquired business.

COSTS AND EXPENSES

Gross profits are up 48% for the quarter as compared to the same period
last year.  Gross profit as a percentage of sales, 51% this quarter compares
to 50% for the like period last year due to the proprietary business acquired
worldwide.  Gross profits as a percentage of sales are approximately 53%
for both the Canning and Galvanevet businesses acquired.  Cost awareness
initiatives continue to play an important role towards maintaining the
Corporation's gross profits.

Selling, technical, administrative and amortization (ST&A) expenses increased
52% for the three-month period as compared to the same period last year.
Additional operating expenses from the Canning and Galvanevet businesses
represents 49% of this increase.  ST&A as a percentage of sales for the three
month periods is approximately 34% this year compared to 33% last year.  The
cost increases in the quarter was principally due to twice the level of
amortization of goodwill and other intangibles.  The total amortization charged
to earnings was $3,062 and $1,414 for the three month periods ended June 30,
1999 and 1998, respectively.  More than eighty percent, or $1,332 of the $1,648
increase in amortization was due to the Canning and Galvanevet acquisitions.
To a lesser degree, direct selling expenses and research efforts to establish
further market presence also contributed to the increase. Operating profits for
the three month period increased 41% over the corresponding period last year.
The increased operating profit results from increased proprietary sales with a
slightly higher ST&A increase as the effects of cost synergies relating to the
Canning acquisition are not expected to make a significant impact until the
second half of the fiscal year.

As a result, earnings before interest, taxes, depreciation and
amortization (EBITDA) is $25.5 million for the three months ended June
30, 1999.

PROVISION FOR INCOME TAXES

The Corporation's effective income tax rate approximates 34.5% and 35.1%
for the three month periods ended June 30, 1999 and 1998, respectively.





<PAGE>

                                                                      -14-

NET EARNINGS

Net earnings available to common shareholders increased 24% for the three month
period as compared to the same period last year.  Recent acquisitions were
accretive to earnings even as interest expense increased approximately 2.5
times over the same period last year on borrowings to effect those
acquisitions.


FINANCIAL CONDITION

Operating activities during the three months ending June 30, 1999 resulted in a
net cash inflow of $2.2 million.  The cash generated was primarily used for
capital improvements and dividends to common shareholders.  Working Capital at
June 30, 1999 was $68.9 million as compared to $63.2 million at March 31,
1999.

Capital expenditures were $1.4 million for the three months ended June 30, 1999
and are consistent with the full year total planned expenditures of
approximately $15.0 million for the fiscal year.

MacDermid has a long-term credit arrangement which consists of a combined
revolving loan and two six-year term loans.  One of the term loans is
denominated in US Dollars and the other is Pound Sterling denominated.
The outstanding balance on the credit facilities decreased a net $1.3
million during the year.  The amounts outstanding on the long-term
credit arrangement at June 30, 1999, consists of $8.2 million for the
revolving loan, $179.7 million on the US Dollar term loan and
$66.3(Pounds 42.1) million on the Pound Sterling term loan.

The revolving loan facility permits borrowings of up to $75 million.  The
Corporation's other credit facilities presently total approximately $55
million.  These, together with the Corporation's cash flows from operations
are adequate to fund working capital and expected capital expenditures.

The Corporation established additional purchase liabilities last fiscal year
upon recording the acquisition of Canning.  The reorganization of employees and
facilities is proceeding as planned and as such there were no changes to the
original estimated liability recorded.  As of the current reporting period
there were 59 employees terminated of the 112 planned.  Negotiations are
ongoing regarding the elimination of leased facilities and sale of owned
facilities, none of which have closed at present, however, the expectation
remains that the reorganization will be completed prior to December 31, 1999.
As such, it is unlikely this reorganization plan would have any material
effects on the future operations or financial condition.






<PAGE>
                                                                       -15-

New Accounting Pronouncement

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard No.133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).  SFAS 133 replaces existing pronouncements and
practices with a single integrated accounting framework for derivatives and
hedging activities.  FASB also issued Statement of Financial Accounting
Standard No. 137, "Accounting for Derivative Instruments and Hedging Activities
- Deferral of the Effective Date of FASB Statement No. 133" (SFAS 137).  SFAS
137 establishes an effective date for SFAS 133 for fiscal years beginning after
June 15, 2000.  The Corporation is currently evaluating the requirements of
both SFAS 133 and SFAS 137 and believes that the adoption of these statements,
for its fiscal 2002 financial statements, will not have a material impact on
previously reported information.

Year 2000 Conversion

Introduction.  Computer programs which recognize only two digits, rather than
four digits, to define the applicable year will be at risk for possible
miscalculations, classification errors or system failures.  This risk is often
referred to as the "Year 2000" issue ("Y2K issue"). The Corporation views the
impact of the Y2K issue as a critical business issue.  The Corporation has
implemented a plan for evaluating and minimizing the risks associated with the
Y2K issue and has been addressing these Y2K issues, both on a corporate level
and at each relevant subsidiary, by identifying specific issues and
implementing corrective action in each specific case while instituting a series
of management processes that coordinate and manage this overall process across
business boundaries.

The process includes corporate oversight with periodic reports to our
directors.  The Corporation's overall approach has been to subdivide the
program into three distinct areas: Information Systems, Suppliers and
Customers, and Manufacturing and Facilities.

Information Systems.  All worldwide computer systems have been inventoried.
The U.S. network systems and personal computer systems are currently being
tested, and on the basis of the testing done to date, the Corporation has no
reason to believe that those systems will not be Y2K compliant in all material
respects.  The software package that controls the U.S. supply chain
(purchasing, manufacturing, order processing, billing and shipping) has been
verified by the ITAA*2000 Certification Program to be presently compliant.
The Corporation has received representations from the suppliers of the U.S.
human resource and payroll systems regarding their Y2K compliance, and its
internal personnel are in the process of testing those representations.  The
mission critical business systems in use by the Corporation's principal
foreign subsidiaries in England (Canning), Italy (Galvanevet), and Taiwan






<PAGE>
                                                                     -16-

(MacDermid Taiwan) have been tested by internal personnel, and on the basis of
that testing, the Corporation has no reason to believe those systems will not
be Y2K compliant in all material respects.  In the U.S., the Corporation's
information systems were taken off line and tested for compliance.  In Europe
and Asia, components of each system were individually tested.  The
Corporation's corporate information technology personnel are responsible for
monitoring and evaluating the Y2K procedures and remedial actions taken by its
subsidiaries. The Corporation expects that evaluation of its mission critical
business systems throughout the world will be completed by September 30,1999.

The Corporation has developed contingency plans for its business
systems in connection with its ISO 9002 certification.  The Corporation's
principal backup is a manual paper system that it believes would allow
its inventory, logistics, billing, manufacturing, scheduling and support
systems to function in all material respects for at least 60 days, if
necessary.  The Corporation estimates there would be approximately
between 200 to 300 key suppliers and a similar number of key customers whose
transactions with it would have to be processed manually should that prove
necessary.  In addition, the Corporation has contracted in the U.S.
with a disaster recovery service to provide computer systems to it in the
case of a local disaster affecting its facilities.

Suppliers and Customers.  The Corporation has identified the material
suppliers to each of its facilities and has contacted each supplier who
supplies more than $10 per year of materials, or who is the only supplier of a
particular material, in order to ascertain the supplier's Y2K readiness.
Approximately 90% of the suppliers contacted have indicated Y2K compliance,
either through individual interviews, in the case of mission critical
suppliers, or through written answers to questionnaires.  The Corporation
hopes to complete the confirmation process by July 1, 1999.  For any supplier
found not to be Y2K compliant, the Corporation is in the process of
identifying alternate suppliers.

The design of company manufactured equipment that is in operation at customer
locations has been reviewed for date controls.  On the basis of
that review, there is no reason to believe that equipment will be adversely
affected in any material respect by the Y2K issue.  No major portion of the
Corporation's business is dependent upon a single customer or a few customers,
the loss of which would have a materially adverse effect on its business.

Manufacturing and Facilities.  The Corporation's core manufacturing processes
generally are simple, non-automated batch blending operations that are not
materially dependent on computer technology in order to function adequately.
Certain non-material support have computer systems that are
presently being evaluated and tested and are expected to be updated in a
timely manner.  None of those support systems is expected to be able to cause
a material disruption to the Corporation's business should a Y2K issue arise
that now is unanticipated.




<PAGE>

                                                                       -17-

All facilities have been reviewed and inventoried for Y2K issues.  Some
facilities have systems which use date functions for which upgrades have been
made available through present suppliers.  Telephone and voice mail systems at
facilities in the U.S. are believed to be materially compliant.  Security,
fire, heating, cooling and related systems in the U.S. are expected to be
compliant in all material respects by September 30,1999.  If utility providers
(including electricity and telecommunication suppliers) do not sufficiently
resolve their own Y2K issues, however, there may be a material adverse effect
on the Corporation's operations.  The Corporation has no reason to believe that
any utility on which it relies in the U.S. or Europe will experience a Y2K-
related disruption that will have a material adverse effect on its business.

Reasonably likely worst-case Y2K scenario: The most reasonably likely worst-
case Year 2000 scenario would involve a failure of the Corporation's mission
critical computer systems together with the contemporaneous failure of one or
more of its suppliers.  With respect to a Corporation systems failure, the
Corporation would implement its contingency plan as noted above.  With respect
to supplier failure, the Corporation is single sourced as to very few
materials.  As a result, alternate suppliers are generally available.  The
Corporation is conducting ongoing planning and testing in order reduce the
need for, and the incremental cost of, those contingency arrangements.

Costs. The Corporation's costs associated with the Y2K compliance have been
immaterial and have been expensed to the ongoing information systems
operations as incurred. The cost of Y2K remediation continues to be absorbed
within the total costs for the general operation of the information systems
which are expected to continue at the historical levels of approximately
$2,000 annually.  Based on the present assessment of its systems and those of
its suppliers and customers, the Corporation expects that the cost of
addressing the Y2K issues will not have a material adverse impact on its
financial position, results of operations or cash flows during the year ending
March 31, 2000 or thereafter.  If, however, the Corporation or its suppliers
and customers are unable to resolve such issues in a timely manner, the
Corporation's financial condition and results of operations could be adversely
affected.
















<PAGE>

                                                                     -18-

Contingencies

(a) Environmental

The Corporation has been named as a potentially responsible party (PRP) by the
Environmental Protection Agency in connection with two waste sites.  There are
many other companies involved at each of these sites and the Corporation's
participation is minor.  The Corporation has recorded its best estimate of
liabilities in connection with site clean-up based upon the extent of its
involvement, the number of PRPs and estimates of the total costs of the site
clean-up that reflect the results of phase I and II environmental
investigations and remediation estimates produced by remediation contractors.
Though it is difficult to predict the final costs of site remediation,
management believes that the recorded liabilities are reasonable estimates of
probable liability and that future cash outlays are unlikely to be material to
its consolidated financial position, results of operations or cash flows.  In
respect of the foregoing two sites the Corporation has reserved $200 as its
estimate of liability, for the Corporation, taking the foregoing factors into
consideration.

The Corporation has established an environmental remediation reserve with
respect to its December 1998 acquisition of W. Canning, plc.  A substantial
majority of that reserve is attributable to two U.S. sites of a W. Canning,
plc. U.S. subsidiary that are believed to require environmental remediation
activities.  The reserves established by the Corporation were based upon phase
I and phase II environmental investigations of those sites and remediation
estimates produced by remediation contractors, which estimates indicated that
the reasonable range of the Corporation's gross liability is $2,000 to $11,500.
Based upon the Corporation's experience and the facts known to it, as of the
date of this filing the Corporation expects that its gross liability for those
two Canning sites will not exceed $4,500.  The Corporation believes that its
Canning subsidiary clearly is entitled under Canning's acquisition agreement
relating those sites to withhold a deferred purchase price payment of
approximately $2,300, which will be applied to reduce its net liability for
those sites.  To the extent the Corporation's liabilities exceed $2,300 it may
be entitled to additional indemnification payments from the previous two
largest shareholders of the prior owner of the two sites.  Such recovery is
substantially uncertain, however, and would likely involve significant
litigation expense.  As a result, the Corporation has recorded a net liability
of $2,000.  The foregoing estimates of potential gross and net liabilities and
recoveries have not been discounted to reflect the time value of money.  The
Corporation expects that the liabilities pertaining to the two Canning sites
will be incurred within the next three years; the Corporation will recognize
the recovery from the purchase price adjustment contemporaneously with its
payment of the underlying expense.






<PAGE>

                                                                     -19-

On January 30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents.  The Corporation was
subsequently informed that it is a subject of the grand jury's investigation.
The subpoena requested information relating to an accidental spill from
the Corporation's Huntingdon Avenue, Waterbury, Connecticut facility
that occurred in November of 1994, together with other information
related to operations and compliance at the Huntingdon Avenue facility.
The Corporation has retained outside law firms to assist in complying
with the subpoena.  The Corporation is cooperating with the
government's investigation.  Since this matter is currently in very
early stages, it is impossible to determine what the ultimate outcome
will be and difficult to quantify the extent of an exposure to
liability.  As such, no assurance can be given that the Corporation
will not be found to have liability.  Accruals in this regard are
determined in accordance with the provisions of Statement of Financial
Accounting Standards No. 5, Accounting for Contingencies (SFAS5) which
requires an accrual to be recorded when it is both probable a liability
has been incurred and the cost is reasonably estimable.

(b)  Legal Proceedings

On July 26, 1999 the Corporation was named in a civil lawsuit commenced in
the Superior Court of the State of Connecticut.  The action was initiated
by the Commissioner of Environmental Protection alleging various compliance
violations at the Corporation's Huntingdon Avenue and Freight Street locations
between the years 1992 through 1998.  The complaint contains allegations of
permit violations and violations of procedural, notification and other
requirements of Connecticut's environmental regulations over the foregoing
period of time.  The Corporation is vigorously defending this action.  It is
currently believed that the outcome of the proceeding will not materially
affect the Corporation's business or financial position, however, the
proceeding is in very early stages and therefore difficult to assess at
this time.

(c) Other
The Corporation is a party to a number of lawsuits and claims in addition to
those discussed above arising out of the ordinary conduct of business.  While
the ultimate results of the proceedings against the Corporation cannot be
predicted with certainty, management does not expect that resolution of these
matters will have a material adverse effect upon its consolidated financial
position, results of operations or cash.  It is the Corporation's policy to
accrue probable liabilities to the extent that such liabilities can reasonably
be estimated.










<PAGE>

                                                                -20-

The Corporation's business operations, consist principally of manufacture and
sale of specialty chemicals, supplies and related equipment to customers
throughout much of the world.  Approximately 60% of the business is
concentrated with manufacturers of printed circuit boards which are used in a
wide variety of end-use applications, including computers, communications and
control equipment, appliances, automobiles and entertainment products.  As is
usual for this business, the Corporation generally does not require collateral
or other security as a condition of sale, choosing, rather, to control credit
risk of trade account financial instruments by credit approval, balance
limitation and monitoring procedures.  Management believes that reserves for
losses, which are established based upon review of account balances and
historical experience, are adequate.


Outlook:  Issues and Risks

This report and other Corporation reports and statements describe many of
the positive factors affecting the Corporation's future business prospects.
Investors should also be aware of factors which could have a negative impact
on those prospects.  These include political, economic or other conditions
such as currency exchange rates, inflation rates, recessionary or expansive
trends, taxes and regulations and laws affecting the business; competitive
products, advertising, promotional and pricing activity; the degree of
acceptance of new product introductions in the marketplace; and the difficulty
of forecasting sales at certain times in certain markets.
























<PAGE>
                                                                        -21-


PART II.  OTHER INFORMATION

ITEM 1 : Legal Proceedings

         On July 26, 1999 the Corporation was named in a civil lawsuit
         commenced in the Superior Court of the State of Connecticut.
         The action was initiated by the Commissioner of Environmental
         Protection alleging various compliance violations at the
         Corporation's Huntingdon Avenue and Freight Street locations
         between the years 1992 through 1998.  The complaint contains
         allegations of permit violations and violations of procedural,
         notification and other requirements of Connecticut's environmental
         regulations over the foregoing period of time.  The Corporation is
         vigorously defending this action.  It is currently believed that
         the outcome of the proceeding will not materially affect the
         Corporation's business or financial position, however, the
         proceeding is in the very early stages and therefore difficult to
         assess at this time.

ITEM 2 : Changes in the Rights of Security Holders

         None.

ITEM 5 : Other Information

         None.

ITEM 6(a) : Exhibits

6(a).1 Exhibit 19 - Previously unfiled document:  Amendment to the Restated
Certificate of Incorporation, MacDermid, Incorporated, amended as of
December 1, 1997.

6(a).2 On August 12, 1999, the Corporation filed its Form 10-K/A to provide
additional disclosure to certain portions of its annual report to shareholders
attached as exhibit 13.  The Form 10-K/A is incorporated by reference herein.

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

On June 9, 1999, the Corporation filed its Form 8-K/A to disclose the impact
that reconciliation from UK GAAP to US GAAP for pension accounting had on the
historical financial statements and proforma financial information previously
filed.  The Form 8-K/A is incorporated by reference herein.
















<PAGE>

                                                                       -22-





                             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)


                                            /s/ Daniel H. Leever
Date:  August 30, 1999                      Daniel H. Leever
                                            Daniel H. Leever
                                              Chairman and
                                         Chief Executive Officer




                                            /s/ Gregory M. Bolingbroke
Date: August 30, 1999                       Gregory M. Bolingbroke
                                            Gregory M. Bolingbroke
                                             Corporate Controller