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

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED  December 31, 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  February  1,  2000
     ----------------------                 -----------------------------------
     Common  Stock,  no  par  value               31,155,924  shares


















                                                                               1
<PAGE>



                             MACDERMID, INCORPORATED
                                      INDEX
                                                            Page No.
                                                            --------
Part I.   Financial Information

     Item 1.  Financial Statements
  Consolidated Condensed Balance Sheets -
  December 31, 1999 and March 31, 1999                             2

  Consolidated Condensed Statements of Earnings
  and Retained Earnings - Nine and Three Months
  Ended December 31, 1999 and 1998                                 3

  Consolidated Condensed Statements of Cash Flows -
  Nine Months Ended December 31, 1999 and 1998                     4

  Notes to Consolidated Condensed Financial Statements         5 - 9

Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations   10 - 13

Part II.   Other Information                                 13 - 14

Signatures                                                        15



























































                                                                               2
<PAGE>



<TABLE>
<CAPTION>

MACDERMID,  INCORPORATED
CONSOLIDATED  CONDENSED  BALANCE  SHEETS
             (Amounts in Thousands of Dollars Except Share Amounts)

                                               December  31,     March  31,
                                                    1999            1999
                                                    -----           -----
     Assets                                      (Unaudited)     (Audited)

<S>                                                     <C>        <C>
Current Assets:
Cash and Cash Equivalents                               $ 29,370   $ 19,436
Available-for-Sale Securities                                  -        968
Accounts and Notes Receivable (Net of
Allowance for Doubtful Receivables of
10,233 and $10,217)                                     183,972    159,998
Inventories
Finished Goods                                            53,787     54,477
Raw Materials                                             60,141     49,975
                                                        ---------  ---------
                                                         113,928    104,452
Prepaid Expenses                                           6,363     10,560
Deferred Income Tax Asset                                  7,823      7,804
                                                        ---------  ---------
Total Current Assets                                     341,456    303,218
Property, Plant & Equipment (Net of Accumulated
Depreciation of $99,768 and $97,357)                     155,043    146,473
Goodwill (Net of Accumulated Amortization of
     $22,820 and $15,796)  (Note 2)                      204,421    182,415
Intangibles, including Patents/Trademarks (Net of
     Accumulated Amortization of $26,170 and $19,700)     57,523     62,011
Other Assets                                              41,297     43,172
                                                        ---------  ---------
                                                        $799,740   $737,289
                                                        =========  =========
Liabilities and Shareholders' Equity
Current Liabilities:
Notes Payable                                           $  6,247   $  3,700
Current Installments of Long-Term Obligations             42,403     38,279
Accounts & Dividends Payable                              67,708     67,800
Accrued Expenses (Note 2)                                 79,852     55,583
Income Taxes                                              12,962     20,213
                                                        ---------  ---------
Total Current Liabilities                                209,172    185,575
Long-Term Obligations                                    373,194    368,102
Accrued Postretirement & Postemployment Benefits           8,348      9,093
Deferred Income Taxes                                     10,927     11,104
Minority Interest in Subsidiaries                             65         65
Shareholders' Equity
Common Stock Stated Value $1 per Share                    45,412     45,412
Additional Paid-In Capital                                11,886     11,227
Retained Earnings                                        202,983    169,609
Comprehensive Income Equity Adjustments: (Note 4)
   Cumulative Foreign Currency Translation                (4,136)    (4,613)
   Available-for-Sale Securities Holding Loss                  -       (174)
Less: Cost of 14,267,816 Common Shares
    in Treasury (Note 3)                                 (58,111)   (58,111)
                                                        ---------  ---------
Total Shareholders' Equity                               198,034    163,350
                                                        ---------  ---------
                                                        $799,740   $737,289
                                                        =========  =========

<FN>


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













                                                                               3
<PAGE>




<TABLE>
<CAPTION>

MACDERMID,  INCORPORATED
CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
AND  RETAINED  EARNINGS
                   (Amounts in Thousands of Dollars Except Share and Per Share Amounts)
                                               (Unaudited)
                                                    Nine  Months  Ended      Three  Months  Ended
                                                         December  31,           December  31,
                                                         ------------            ------------
                                                      1999         1998        1999          1998
                                                      ----         ----        ----          ----


<S>                                                <C>           <C>           <C>           <C>
Net Sales                                          $   566,256   $   431,830   $   201,546   $   151,408

Cost and Expenses:
   Cost of Sales                                       296,979       225,278       106,590        79,227
   Selling, Technical, Administrative
      Expenses (Note 2)                                172,884       121,581        64,273        43,377
   Amortization                                         13,318         8,241         4,452         2,970
   Interest Income                                        (568)         (797)         (189)         (474)
   Interest Expense                                     24,483        18,555         7,999         6,958
   Other (Income) Expense - net                          1,228        (1,093)          865          (290)
                                                   ------------  ------------  ------------  ------------
                                                       508,324       371,765       183,990       131,768
                                                   ------------  ------------  ------------  ------------

Earnings before Taxes and Extraordinary Item            57,932        60,065        17,556        19,640
Income Taxes                                            21,546        21,668         7,367         6,869
                                                   ------------  ------------  ------------  ------------
Net Earnings before Extraordinary Item                  36,386        38,397        10,189        12,771
Extraordinary Charge for Early
   Retirement of Debt, net of $2,305 Tax Benefit        (3,762)            -        (3,762)            -
                                                   ------------  ------------  ------------  ------------
Net Earnings Available for Common Shareholders          32,624        38,397         6,427        12,771

Retained Earnings, Beginning of Period                 169,609       117,534       197,059       142,155
Change in Subsidiary Fiscal Year                         2,259             -             -             -
Cash Dividends Declared                                 (1,509)       (1,508)         (503)         (503)
                                                   ------------  ------------  ------------  ------------
   Retained Earnings, End of Period                $   202,983   $   154,423   $   202,983   $   154,423
                                                   ============  ============  ============  ============


Net Earnings Per Common Share (Note 5):
Basic
   Earnings Per Share before Extraordinary Item    $      1.17   $      1.23   $      0.33   $      0.41
   Extraordinary Item Per Share                    $     (0.12)  $         -   $     (0.12)  $         -
                                                   ------------  ------------  ------------  ------------
   Basic Earnings Per Common Share                 $      1.05   $      1.23   $      0.21   $      0.41
                                                   ============  ============  ============  ============
Diluted
   Earnings Per Share before Extraordinary Item    $      1.12   $      1.18   $      0.32   $      0.39
      Extraordinary Item Per Share                 $     (0.12)  $         -   $     (0.12)  $         -
                                                   ------------  ------------  ------------  ------------
      Diluted Earnings Per Common Share            $      1.00   $      1.18   $      0.20   $      0.39
                                                   ============  ============  ============  ============

Cash Dividends Per Common Share                    $      0.06   $      0.06   $      0.02   $      0.02
                                                   ============  ============  ============  ============

Weighted Average Common Shares Outstanding:
   Basic                                            31,155,702    31,139,335    31,155,924    31,134,974
                                                   ============  ============  ============  ============
   Diluted                                          32,429,765    32,422,246    32,429,502    32,404,493
                                                   ============  ============  ============  ============

<FN>

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









                                                                               4
<PAGE>




<TABLE>
<CAPTION>


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

                                                       Nine  Months  Ended
                                                           December  31,
                                                           -------------

                                                          1999      1998
                                                          -----     -----


<S>                                                       <C>        <C>

Net Cash Flows from Operating Activities                  $ 49,053   $  53,974


Cash Flows from Investing Activities:
   Capital Expenditures                                    (18,935)    (10,294)
   Proceeds from Disposition of Fixed Assets                 1,186          60
   Sale/(Purchase) of Available-for-Sale Securities          1,147        (262)
   Acquisitions of Business (Note 2)                       (16,001)   (169,534)
   Proceeds from Sale of Business                            9,089           -
                                                          ---------  ----------

   Net Cash Flows used in Investing Activities             (23,514)   (180,030)


Cash Flows from Financing Activities:
   Short-Term (Repayments) / Borrowings                     (5,949)    (13,612)
   Long-Term Borrowings                                     17,350     317,175
   Long-Term Repayments                                    (22,845)   (146,566)
   Exercise of Stock Options                                     -         162
   Purchase of Treasury Shares                                   -      (3,140)
   Dividends Paid                                           (1,509)     (1,508)
                                                          ---------  ----------

   Net Cash Flows (used in)/from Financing Activities      (12,953)    152,511

Effect of Exchange Rate Changes on Cash
    and Cash Equivalents                                      (844)      2,527
                                                          ---------  ----------

   Net Increase/(Decrease) in Cash and Cash Equivalents     11,742      28,982

Cash and Cash Equivalents at Beginning of Year (Note 2)     17,628       4,793
                                                          ---------  ----------

Cash and Cash Equivalents at End of Period                $ 29,370   $  33,775
                                                          =========  ==========



Cash Paid for Interest                                    $ 22,391   $  14,811
                                                          =========  ==========

Cash Paid for Income Taxes                                $ 22,865   $  15,692
                                                          =========  ==========

<FN>

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













                                                                               5
<PAGE>





                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (Amounts In Thousands of Dollars)

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) and PTI Inc. ("Polyfibron").  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 nine and three month periods ended December
31, 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  December  29,  1999,  the Corporation issued 6,999,977 shares and share
equivalents  of  its  common  stock  in  exchange  for all outstanding shares of
Polyfibron,  a  specialty chemical manufacturer for the graphic arts industries.
This  business  combination  has  been  accounted  for as a pooling-of-interests
combination  and,  accordingly,  the  consolidated  financial statements for the
periods  prior to the combination have been restated to include the accounts and
results  of  operations  of  Polyfibron.

     The  results  of operations previously reported by the separate enterprises
and  the  combined  amounts presented in the accompanying consolidated condensed
financial  statements  are  summarized  below.
<TABLE>
<CAPTION>


                  Nine  Months  Ended          Years  Ended  March  31,
                   December  31,  1999             1999       1998
                   -------------------             ----       ----
                      (unaudited)                   (audited)


Net Sales:
<S>                    <C>                        <C>       <C>
    MacDermid          $374,329                   $382,648  $314,058
    Polyfibron          191,927                    227,956   214,509
                       ---------                  --------  ---------
    Combined           $566,256                   $610,604  $528,567
Extraordinary Charge:
    MacDermid          $      -                   $      -  $      -
    Polyfibron           (3,762)                         -    (1,322)
                       ---------                  --------  ---------
    Combined           $ (3,762)                  $      -  $ (1,322)
Net Income (Loss):
    MacDermid          $ 27,996                   $ 36,283  $ 30,488
    Polyfibron            4,628                     19,343      (730)
                       ---------                  --------  ---------
    Combined           $ 32,624                   $ 55,626  $ 29,758
</TABLE>



     In  addition  to  the  extraordinary  charge  for early retirement of debt,
$3,762  as  shown  above,  there  was  $7,116  included  in  selling, technical,
administrative expenses on the consolidated condensed statements of earnings and
retained  earnings which had an after tax impact of $5,658 on the net income for
the nine months ended December 31, 1999.  Prior to the combination, Polyfibron's
fiscal  year  ended  December  31.  In  recording  the  pooling-of-interests
combination, MacDermid's financial statements for the nine months ended December
31,  1999  were  combined  with  Polyfibron's  financial statements for the same
period  and  MacDermid's financial statements for the years ended March 31, 1999
and  1998  were  combined  with  Polyfibron's financial statements for the years
ended  December  31,  1998  and  1997.


                                                                               6
<PAGE>




     Polyfibron's  unaudited  results  of  operations for the three months ended
March  31, 1999 included sales of $57,086 and net income of $3,259 together with
$1,000 dividend paid on preferred shares which were previously outstanding under
Polyfibron.  An  adjustment has been made to shareholders' equity as of April 1,
1999  to  provide for the effect of those results having been excluded from both
fiscal  years 2000 and 1999.  The consolidated condensed statement of cash flows
are  presented  for  the nine month period ended December 31, 1999, exclusive of
the  results  of  operations  for the three months ended March 31, 1999.  During
this  period,  net  cash and cash equavilents of $4,800 and $13,172 was used for
operations  and  investing  activities,  respectively,  and  net  cash  and cash
equivalents  of  $16,164  was  provided  by financing activities.  The resulting
$1,808  decrease  in cash and cash equivalents during the period is reflected in
the  cash  and cash equivilents at the beginning of the year for purposes of the
consolidated  condensed  statement of cash flows for the nine month period ended
December  31,  1999.

          On  May 3, 1999 a subsidiary of the Corporation increased its interest
in Galvanevet S.P.A. ("Galvanevet") 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 approximate $7,000 that is deferred for a year. The
Corporation has an option to purchase the remaining 10% interest within the next
year  with  a  final  payment  of approximately $2,000 that will bring the total
purchase  price  to $24,200.  The total purchase price includes inventory, fixed
assets  and  goodwill  of  approximately  $14,500  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  purchase  liabilities  (included  in accrued
expenses)  in fiscal year 1999 when recording its acquisition of W.Canning, plc.
("Canning").  The  following  table illustrates the activity to this account for
the  nine  month  period  ended  December  31,  1999.
<TABLE>
<CAPTION>


                Beginning  of  Year    Additions   Reductions   End  of  Period
                -------------------    ---------   ----------   ---------------


<S>                    <C>                <C>          <C>          <C>
   Facilities          $4,200               200          637        $3,763
   Redundancies         2,050             4,650        2,837         3,863
   Environmental        2,000                 0          118         1,882
   Litigation               0             2,000            0         2,000
</TABLE>




     The  reorganization  of  employees and facilities is proceeding as planned,
however,  the  original  estimated liability has been adjusted for factors which
have  become  evident  only  during  the application of the reorganization plan.
These  factors  include  most  significantly  employee separation and litigation
costs.  As of the current reporting period there were 89 employees terminated of
the  140  planned.  Five  facilities  have  been  closed  with  those activities
assimilated  elsewhere.  Negotiations  are  ongoing regarding the elimination of
leased  facilities  and sale of owned facilities, none of which have occurred at
present,  however,  the  expectation  remains  that  this reorganization will be
significantly  complete  prior  to  the  end  of  the  fiscal  year.

Note  3.     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 200,000 shares.  At December
31, 1999, there remained authorization to purchase approximately 184,000 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).




                                                                               7
<PAGE>



Note  4.     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.  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.  Tax is provided for at
the  effective  rate  of  the  jurisdiction  under which any other comprehensive
income (loss) arises.  No portion of the accrued income tax liability balance at
December  31, 1999 has been impacted due to recognition of comprehensive income.

The  components  of  comprehensive  income  for the nine and three month periods
ended  December  31,  1999  and  1998  are  as  follows:
<TABLE>
<CAPTION>


                                           Nine  Months  Ended    Three  Months  Ended
                                               December  31,       December  31,
                                               ------------         ------------
                                               1999     1998        1999     1998
                                               ----     ----        ----     ----


<S>                                              <C>      <C>       <C>     <C>
            Net Earnings                         $32,624  $38,397   $6,427  $12,771
            Other Comprehensive Income:
             Cumulative Foreign Currency
              Translation Adjustment               4,694    3,926      485    2,944
              Available-for-Sale Securities
               Unrealized Holding Gain/(Loss)
                 -net of tax                         174     (249)       -    1,091
                                                  -------  --------  ------  -------
             Comprehensive Income                 $37,492  $42,074   $6,912  $16,806
                                                  -------  --------  ------  -------
</TABLE>



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).  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.     Segment  Reporting

     The  Corporation  has  adopted  the  Financial  Accounting  Standards Board
Statement  of  Financial Accounting Standard No. 131, Disclosures about Segments
of  an  Enterprise  and  Related Information (SFAS131).  The Corporation has two
reportable  segments,  for  which  operating  incomes are evaluated by executive
management,  Advanced  Surface  Finishing  and  Graphic  Arts.  They are managed
separately  as  each  segment  has  differences  in  technology  and  marketing
strategies.  The  accounting  policies  of the business segments are the same as
those  described  in  the  summary  of  significant accounting policies, Note 1.
Graphic  Arts  was  primarily  established as a business unit as a result of the
Corporation's  December  1999  merger with Polyfibron and the existing reporting
structure  at  the  time  of  the  merger  was  retained.

The  segment  results of operations which follow include certain operating costs
which  are  allocated  based  on the relative burden each segment bears on those
costs.  The  segment  identifiable  assets  which follow are reconciled to total
consolidated  assets  using a corporate-wide line item, which consists primarily
of  deferred  tax  assets, equity method investments and certain other long term
assets  not  associated  with  support  of  the  operations.










                                                                               8
<PAGE>




Segment  Results  of  Operations:
<TABLE>
<CAPTION>


                                    Nine  Months  Ended             Three  Months  Ended
                                      December  31,                   December  31,
                                      ------------                     ------------
                                      1999      1998                    1999     1998
                                      ----      ----                    ----     ----


Net Sales
<S>                                <C>        <C>                  <C>               <C>
  Advanced Surface Finishing       $344,944   $          236,153   $       123,599   $ 87,472
  Graphic Arts                      221,312              195,677            77,947     63,936
                                   ---------  -------------------  ----------------  ---------
     Consolidated Net Sales        $566,256   $          431,830   $       201,546   $151,408
                                   ---------  -------------------  ----------------  ---------
Operating income
  Advanced Surface Finishing       $ 59,504   $           44,475   $        20,401   $ 13,775
  Graphic Arts                       44,005               40,496            16,366     15,029
  Amortization                      (13,318)              (8,241)           (4,452)    (2,970)
  Merger Costs                       (7,116)                   -            (6,084)         -
                                   ---------  -------------------  ----------------  ---------
     Consoliated Operating Income  $ 83,075   $           76,730   $        26,231   $ 25,834
Interest Income                        (568)                (797)             (189)      (474)
Interest Expense                     24,483               18,555             7,999      6,958
Other (Income) Expense - net          1,228               (1,093)              865       (290)
                                   ---------  -------------------  ----------------  ---------
Earnings before Taxes
  and Extraordinary Item           $ 57,932   $           60,065   $        17,556   $ 19,640
                                   ---------  -------------------  ----------------  ---------
</TABLE>

<TABLE>
<CAPTION>


Segment Identifiable Assets:
                                              December 31, 1999    March 31, 1999
                                              -------------------  ----------------
<S>                                             <C>                <C>
Advanced Surface Finishing                      $457,450           $          392,065
Graphic Arts                                     319,968                      321,553
Corporate-wide                                    22,322                       23,671
                                                ---------          -------------------
   Consolidated Assets                          $799,740           $          737,289
                                                ---------          -------------------
</TABLE>



Note  7.     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  taking  the  foregoing  factors  into  consideration.








                                                                               9
<PAGE>



The  Corporation  has  established  an  environmental  remediation  reserve with
respect  to its December 1998 acquisition of Canning.  A substantial majority of
that  reserve  is  attributable to several sites of Canning 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  Canning  sites  will  not exceed $4,500.  The
Corporation  believes  that  its  Canning  subsidiary  is  entitled,  under  its
acquisition  agreement  relating  to  certain  sites, to withhold an approximate
$2,300  deferred  purchase price payment 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.  Such recovery
may  be  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 Canning sites will be incurred
within the next five 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
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.

A subsidiary of the Corporation, W. Canning L.P., is involved in a civil lawsuit
with  one  of  its  former  customers.  The  action  involves allegations by the
customer  of  product  liability.  Damages  in  the  amount  of approximately $2
million have been alleged.  The Corporation is vigorously defending this action.
The  insurance  carrier  of  W.  Canning  L.P.  has  provided  a  defense.

(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 flows.  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.  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.



                                                                              10
<PAGE>




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 and
nine month periods which ended December 31, 1999 to the same periods in 1998 and
provides  information  with respect to changes in financial condition during the
nine  months  then  ended.

SALES

Total  sales for the current quarter, $201.5 million, increased $50.1 million or
33%  from $151.4 million in the same period last year.  Acquisitions added $31.6
million  (with  Canning  in  for  three months this year vs. one month last year
adding  $20.3 million).  Proprietary chemical sales, excluding the acquisitions,
increased  8% over the similar period last year.  Proprietary sales as a percent
of  total  sales  were  88%  for  the current quarter as compared to 89% for the
similar  period  in  the  prior  year.

For  the nine month period total sales, $566.3 million, increased $134.5 million
or 31% from $431.8 million in the same period last year.  Proprietary sales were
89% of total sales for the nine month periods in both years and increased $121.8
million  or  32%  primarily  from  acquisitions  which  added  $112.7 million of
proprietary  sales.  The  Corporation  continues  to  produce  increased  sales
worldwide  in large part from businesses acquired.  Foreign currency translation
reduced  reported  sales  approximately  $6.2 million or roughly 1% for the nine
month  period

During  both  the  three  and  nine  month  periods  ended December 31, 1999 the
Corporation's  markets  have  experienced  growth,  from  modest  in  Europe and
improving  in  the  Americas to vibrant in Asia.  However, softening pricing has
somewhat  offset  the  momentum  particularly  in  the  US  markets.


COSTS  AND  EXPENSES

Gross profits are up 32% for the quarter and 30% for the nine months as compared
to  the  like  periods  last  year.  This  growth  was enhanced by the continued
advancement  of  proprietary  chemical  sales.  Gross  profit as a percentage of
sales has been steady at roughly 47.5% for both the three and nine month periods
in both the current and prior fiscal years.  Cost awareness initiatives continue
to  play  an important role towards maintaining the Corporation's gross profits.

Selling,  technical and administrative (ST&A) expenses are 48% increased for the
quarter  and  42% increased for the nine month period as compared to the similar
periods  last  year.  Without  additional expenses for one-time merger costs and
other  acquired business, ST&A expenses would have been increased roughly 3% for
both  the  quarter  and  nine  months  ended  December  31,  1999.

ST&A  as  a  percentage  of  sales  for  the  three  and  nine  month periods is
approximately  29%  (excluding  one-time  merger costs) this year as compared to
approximately  29%  for the three months and 28% for the nine month periods last
year.  ST&A as a percentage of sales was higher for the nine month period due to
expense  in  support  of  business  growth  and  product  development.

Total  amortization  charged  to earnings was $13.3 million and $8.2 million for
the  nine  month  periods  ended  December 31, 1999 and 1998, respectively.  The
principle  effect  on  this  increase  is the amortization of goodwill and other
intangibles  from  the  Canning  acquisition.

Operating  profits  for  the  three  month  period increased 2% (would have been
increased 25% absent the one-time merger costs).  Operating profits for the nine
month  period  increased  8%  (would have been increased 18% absent the one-time
merger  costs).  Operating  profits increased 25% and 18% for the three and nine
month  periods  ended  December 31, 1999, respectively, as a result of increased
proprietary  sales  coupled  with  ST&A that was relatively unchanged other than
increases  with  acquired  business  as  well  as  additional  amortization  of
intangibles  as  a  result  of  acquisition  activity.  These  operating  profit
increases  were  reduced to 2% and 8% for the three and nine month periods ended
December  31,  1999,  respectively,  as  a  result  of the one-time merger costs
incurred.











                                                                              11
<PAGE>



Earnings  before  interest,  taxes,  depreciation  and  amortization (EBITDA) is
$103.1  million  for  the  nine  months  ended December 31, 1999.  EBITDA is not
intended to represent cash flow from operations as defined by generally accepted
accounting principles.  It should not be used as an alternative to net income as
an  indicator  of  operating  performance  or  to  cash  flows  as  a measure of
liquidity.

PROVISION  FOR  INCOME  TAXES

The  Corporation's  effective  income  tax rate approximates 37% and 36% for the
nine  month  periods  ended  December  31,  1999  and  1998,  respectively.  The
difference  is  due  to  professional fees incurred as a result of the merger in
December  1999  of  the Corporation with Polyfibron which are not deductible for
tax  purposes.  For  the  third  quarter,  these  professional  fees  caused the
Corporation's  effective  income  tax rate to approximate 42% as compared to 35%
for  the  same  three  month  period  last  year.

NET  EARNINGS

Net  earnings available to common shareholders decreased 50% for the quarter and
15%  for  the  nine  month  period as compared to the similar periods last year.
This  was  due  to  the  non-recurring  expenses  associated  with effecting the
Corporation's  merger  with  Polyfibron.  Excluding  these  costs,  net earnings
available  to  common  shareholders  increased 19% and 9% for the three and nine
month periods ended December 31, 1999, respectively, as recent acquisitions have
been  immediately  accretive  to  earnings.

Borrowings  increased  over  the  three and nine month periods last year for the
Corporation's  acquisition  activities,  of  most  significance  was  Canning in
December  1998.  As a result, interest expense increased 15% for the three month
period  and  32%  for  the  nine  month  period  ended  December 31, 1999 on the
borrowings  to  effect  those  acquisitions.

FINANCIAL  CONDITION

Operating activities during the nine months ending December 31, 1999 resulted in
a  net  cash inflow of $49.0 million.  The cash generated was primarily used for
capital  improvements,  dividends  to  common  shareholders,  payment to acquire
increased  interest  in  a  subsidiary  and  $11.4  million  net debt repayment.
Working  Capital  at  December 31, 1999 was $132.3 million as compared to $117.6
million  at  March  31,  1999.

Capital  expenditures  were $18.9 million for the nine months ended December 31,
1999  and  are  in  line  with  the  original  total  planned  expenditures  of
approximately  $25.0  million  for  the  fiscal  year.

MacDermid  has  a  long-term  credit  arrangement  which  consists of a combined
revolving  loan  and  three  six-year  term  loans.  Two  of  the term loans are
denominated  in  US  Dollars  and  the  other is Pound Sterling denominated. The
outstanding  balance  on  the  credit  facilities  increased  $155.6  million to
extinguish  all  of  the  existing  debt of Polyfibron at the consumation of the
merger  with  the  Corporation  in  December  1999.  In  addition, the remaining
outstanding balance on the credit facilities decreased a net $2.5 million during
the  year.  The  amounts  outstanding  on  the  long-term  credit arrangement at
December  31,  1999,  consists  of  $56.4 million for the revolving loan, $336.1
million  on  the US Dollar term loans and $65.4(Pound 40.5) million on the Pound
Sterling  term  loan.

The  revolving  loan  facility  permits  borrowings  of up to $125 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  purchase  liabilities  last  fiscal year upon the
acquisition  of  Canning.  The  reorganization  of  employees  and facilities is
proceeding  as  planned,  however,  the  original  estimated  liability has been
increased  $6.8 million as a result of factors previously discussed in Note 2 to
the  consolidated  condensed  financial statements.  As of the current reporting
period  there were 89 employees terminated of the 140 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 this reorganization will be significantly complete prior to the end
of the fiscal year.  As such, it is unlikely this reorganization plan would have
any  material  effects  on  the  future  operations  or  financial  condition.









                                                                              12
<PAGE>



The  Corporation  did  not  experience  any  adverse  impact  upon  its business
operations  with  the  arrival  of  the  year  2000.  However, the Corporation's
information  systems  group responsible for the worldwide compliance program, as
described  in  the  Corporation's  reports during 1999, will continue to monitor
this  item  for  several  months.

NEW  ACCOUNTING  PRONOUNCEMENTS

The  Financial  Accounting  Standards Board (FASB) issued Statement of Financial
Accounting  Standard  No.133, "Accounting for Derivitive Instruments and Hedging
Activities" (SFAS 133).  SFAS 133 replaces existing pronouncements and practices
with  a  single  integrated  accounting  framework  for  derivitives and hedging
activities.  FASB  also  issued  Statement  of Financial Accounting Standard No.
137, "Accounting for Derivitive 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.

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.

The  Corporation  has  established  an  environmental  remediation  reserve with
respect  to its December 1998 acquisition of Canning.  A substantial majority of
that  reserve  is  attributable to several sites of Canning 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  million  to  $11.5  million.  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 Canning sites will not
exceed  $4.5  million.  The  Corporation believes that its Canning subsidiary is
entitled  under  its  acquisition agreement relating certain sites to withhold a
deferred  purchase  price  payment  of approximately $2.3 million, which will be
applied  to  reduce  its  net  liability  for  those  sites.  To  the extent the
Corporation's  liabilities  exceed $2.3 million it may be entitled to additional
indemnification  payments.  Such  recovery  may be uncertain, however, and would
likely involve significant litigation expense.  As a result, the Corporation has
recorded  a  net  liability of $2 million.  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  Canning  sites will be incurred within the next five 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.









                                                                              13
<PAGE>



(b)  Legal Proceedings / Other.  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.

A subsidiary of the Corporation, W. Canning L.P., is involved in a civil lawsuit
with  one  of  its  former  customers.  The  action  involves allegations by the
customer  of  product  liability.  Damages  in  the  amount  of approximately $2
million have been alleged.  The Corporation is vigorously defending this action.
The  insurance  carrier  of  W.  Canning  L.P.  has  provided  a  defense.

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 flows.  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.  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.


PART  II.  OTHER  INFORMATION

ITEM  1  :  LEGAL  PROCEEDINGS

     None.

ITEM  2  :  CHANGES  IN  THE  RIGHTS  OF  SECURITY  HOLDERS

None.

ITEM  3  :  DEFAULTS  BY  THE  CORPORATION  ON  ITS  SENIOR  SECURITIES

None.

ITEM  4  :  RESULTS  OF  VOTES  OF  SECURITY  HOLDERS

None.


















                                                                              14
<PAGE>




ITEM  5  :  OTHER  INFORMATION

The  Corporation  filed  an  amended Form S-4 effective November 12, 1999.  This
filing  supersedes the Form S-4 effective previously from August 30, 1999 and is
for  the  benefit  of  PTI Inc. shareholders who were required to re-approve the
merger  as modified by the third amendment to the merger agreement.  The Federal
Trade  Commission  granted regulatory approval for the merger and the closing of
the  merger  was  consumated  on  December  29,  1999.

ITEM  6(A)  :  EXHIBITS

6(a).1  The  Corporation  filed  an  Amendment  to  the  Restated Certificate of
Incorporation, MacDermid, Incorporated, amended as of December 1, 1997.  Exhibit
19  to  the June 30, 1999 Form 10Q quarterly report is incorporated by reference
herein.

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

6(b).1  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  pro  forma  financial  information
previously  filed.  The  Form  8-K/A  is  incorporated  by  reference  herein.

6(b).2 On September 27, 1999, the Corporation filed its Form 8-K which announced
that a special shareholders' meeting was to be held for the purpose of approving
the  merger  agreement  with PTI Inc. and to disclose that a second amendment to
the  merger  agreement  had  been agreed to which extended the closing deadline.
The  Form  8-K  is  incorporated  by  reference  herein.

 6(b).3  On  October  5,  1999, the Corporation filed its Form 8-K/A to announce
that  shareholder  approval  for  the  merger  had  been  obtained  by  both the
Corporation  and  PTI  Inc.  on  September 30, 1999 and also included the second
amendment  as  exhibit  2.  The  Form 8-K/A is incorporated by reference herein.

6(b).4  On  November  2,  1999, the Corporation filed its Form 8-K/A to disclose
that  a  third amendment to the merger agreement had been agreed to.  This third
amendment,  included  as  exhibit  2,  further  extended the closing deadline to
December  15, 1999 and provided for a reduction of the share consideration to be
paid  by  the  Corporation.  The Form 8-K/A is incorporated by reference herein.

6(b).5  On January 3, 2000, the Corporation filed its Form 8-K/A to announce the
merger  between  the  Corporation  and PTI Inc. received Federal Trade Commssion
approval  and  was  then  consumated  on  December  29, 1999.  The Form 8-K/A is
incorporated  by  reference  herein.





































                                                                              15
<PAGE>






                                   SIGNATURES



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


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







Date:  February 11, 2000     /s/ Daniel H. Leever
------------------------     --------------------

                             Daniel H. Leever
                             Chairman and
                             Chief Executive Officer






Date:  February 11, 2000     / s / Gregory M. Bolingbroke
------------------------     ----------------------------

                             Gregory M. Bolingbroke
                             Corporate Controller