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  March 31, 2003
                                                 --------------

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

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

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

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

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

                                       n/a
                                       ---
               Former name, former address or former fiscal year,
                          if changed since last report.

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

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

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

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

                      Class          Outstanding  at  May  1,  2003
     ----------------------          ------------------------------
     Common  Stock,  no  par  value              32,314,172  shares

<TABLE>
<CAPTION>

                             MACDERMID, INCORPORATED
                                      INDEX


<S>                                                                  <C>
                                                                     Page No.
                                                                     --------

Part I.   Financial Information

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
         March 31, 2003 and December 31, 2002 . . . . . . . . . . .       2-3
       Consolidated Condensed Statements of Earnings
         and Retained Earnings - Three Months Ended
         March 31, 2003 and 2002. . . . . . . . . . . . . . . . . .         4
       Consolidated Condensed Statements of Cash Flows -
         Three Months Ended March 31, 2003 and 2002 . . . . . . . .         5
       Notes to Consolidated Condensed Financial Statements . . . .      6-20
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations. . . . .     21-27
Item 3.  Quantitative and Qualitative Disclosures about Market Risk        28
Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .        28
Part II.   Other Information. . . . . . . . . . . . . . . . . . . .        28
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        29
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002.     30-31
</TABLE>



<TABLE>
<CAPTION>

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



<S>                                       <C>           <C>
                                            March 31,     December 31,
                                                  2003            2002
                                          ------------  --------------
Assets . . . . . . . . . . . . . . . . .   (Unaudited)       (Audited)

Current assets:
Cash and cash equivalents. . . . . . . .  $     46,634  $       32,019
Accounts and notes receivable, (net
  of allowance for doubtful receivables
  of $14,259 and $12,743). . . . . . . .       141,277         142,806
Inventories:
  Finished goods . . . . . . . . . . . .        43,174          43,639
  Raw materials, supplies and equipment.        42,778          42,099
                                          ------------  --------------
                                                85,952          85,738
Prepaid expenses . . . . . . . . . . . .         4,426           5,457
Deferred income tax asset. . . . . . . .        22,006          22,598
                                          ------------  --------------
    Total current assets . . . . . . . .       300,295         288,618
Property, plant and equipment (net
  of accumulated depreciation of
  $160,110 and $152,751) . . . . . . . .       130,018         132,581
Goodwill . . . . . . . . . . . . . . . .       194,200         194,200
Intangibles, (net of accumulated
  amortization of $19,186
  and $18,961) . . . . . . . . . . . . .        31,600          31,825
Other assets . . . . . . . . . . . . . .        58,961          60,669
                                          ------------  --------------
                                          $    715,074  $      707,893
                                          ============  ==============
<FN>

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


<TABLE>
<CAPTION>

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


<S>                                            <C>           <C>
                                                 March 31,     December 31,
                                                      2003            2002
                                               ------------  --------------
Liabilities and shareholders' equity: . . . .   (Unaudited)       (Audited)

Current liabilities:
Notes payable . . . . . . . . . . . . . . . .  $     4,107   $       5,124
Current installments of long-term obligations        5,352           6,230
Accounts and dividends payable. . . . . . . .       65,699          64,465
Accrued expenses. . . . . . . . . . . . . . .       62,651          69,562
Income taxes. . . . . . . . . . . . . . . . .        3,682           3,727
                                               ------------  --------------
    Total current liabilities . . . . . . . .      141,491         149,108

Long-term obligations . . . . . . . . . . . .      311,586         311,813
Accrued post-retirement and
  post-employment benefits. . . . . . . . . .       20,021          19,688
Deferred income taxes . . . . . . . . . . . .        5,429           5,535
Other long-term liabilities . . . . . . . . .        1,092           1,138
Minority interest . . . . . . . . . . . . . .        2,873           2,873

Shareholders' equity:
Common stock stated value
  $1.00 per share . . . . . . . . . . . . . .       46,642          46,640
Additional paid-in capital. . . . . . . . . .       22,288          21,261
Retained earnings . . . . . . . . . . . . . .      236,307         225,387
Cumulative comprehensive
  income equity adjustments . . . . . . . . .      (12,941)        (15,786)
Cost of treasury shares . . . . . . . . . . .      (59,714)        (59,764)
                                               ------------  --------------
    Total shareholders' equity. . . . . . . .      232,582         217,738
                                               ------------  --------------
                                               $   715,074   $     707,893
                                               ============  ==============
<FN>

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

<TABLE>
<CAPTION>

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



                                                         Three Months Ended March 31,
                                                          2003                   2002
                                             ------------------------------  ------------
<S>                                          <C>                             <C>
Net sales . . . . . . . . . . . . . . . . .  $                     172,430   $   166,956
Cost of sales . . . . . . . . . . . . . . .                         98,180        97,535
                                             ------------------------------  ------------
    Gross profit. . . . . . . . . . . . . .                         74,250        69,421

Operating expenses:
  Selling, technical and administrative . .                         49,122        47,063
  Amortization. . . . . . . . . . . . . . .                            770         1,568
                                             ------------------------------  ------------
                                                                    49,892        48,631
                                             ------------------------------  ------------
    Operating profit. . . . . . . . . . . .                         24,358        20,790

  Interest income . . . . . . . . . . . . .                           (195)         (140)
  Interest expense. . . . . . . . . . . . .                          7,891         9,200
  Other income. . . . . . . . . . . . . . .                           (920)         (452)
  Other expense . . . . . . . . . . . . . .                            572           645
                                             ------------------------------  ------------
                                                                     7,348         9,253
                                             ------------------------------  ------------

Earnings before taxes and
  minority interest . . . . . . . . . . . .                         17,010        11,537
Income taxes. . . . . . . . . . . . . . . .                         (5,444)       (4,039)
Minority interest . . . . . . . . . . . . .                             --          (166)
                                             ------------------------------  ------------
Net earnings. . . . . . . . . . . . . . . .                         11,566         7,332

Retained earnings, beginning of period. . .                        225,387       218,619
Cash dividends declared . . . . . . . . . .                           (646)         (645)
                                             ------------------------------  ------------
Retained earnings, end of period. . . . . .  $                     236,307   $   225,306
                                             ==============================  ============


Net earnings per common share:
  Basic . . . . . . . . . . . . . . . . . .  $                        0.36   $      0.23
                                             ==============================  ============
  Diluted . . . . . . . . . . . . . . . . .  $                        0.36   $      0.23
                                             ==============================  ============


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

Weighted average common shares outstanding:
  Basic . . . . . . . . . . . . . . . . . .                     32,295,541    32,221,436
                                             ==============================  ============
  Diluted . . . . . . . . . . . . . . . . .                     32,467,172    32,492,880
                                             ==============================  ============
<FN>

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


<TABLE>
<CAPTION>

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



                                                            Three Months Ended March 31,
                                                               2003                 2002
                                                  ------------------------------  ---------
<S>                                               <C>                             <C>
Net cash flows from operating activities:. . . .  $                      19,397   $ 12,877

Cash flows from investing activities:
  Capital expenditures . . . . . . . . . . . . .                           (979)    (1,170)
  Proceeds from disposition of fixed assets. . .                              -         14
                                                  ------------------------------  ---------
  Net cash flows used in investing activities. .                           (979)    (1,156)

Cash flows from financing activities:
  Net repayments of short-term borrowings. . . .                         (2,237)    (3,281)
  Long-term borrowings . . . . . . . . . . . . .                              -     11,276
  Long-term repayments . . . . . . . . . . . . .                         (1,333)   (21,610)
  Issuance from treasury shares. . . . . . . . .                             50          -
  Dividends paid . . . . . . . . . . . . . . . .                           (646)      (645)
                                                  ------------------------------  ---------
  Net cash flows used in financing activities. .                         (4,166)   (14,260)

Effect of exchange rate changes on
  cash and cash equivalents. . . . . . . . . . .                            363       (114)
                                                  ------------------------------  ---------

Increase (decrease) in cash and cash equivalents                         14,615     (2,653)
Cash and cash equivalents at beginning of period                         32,019     17,067
                                                  ------------------------------  ---------

Cash and cash equivalents at end of period . . .  $                      46,634   $ 14,414
                                                  ==============================  =========

<FN>

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


                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
          (In Thousands of Dollars, Except Share and Per Share Amounts)
Note  1.     Summary  of  Significant  Accounting  Policies
The  accompanying  unaudited consolidated condensed financial statements reflect
all  normal  and  recurring  adjustments that are, in the opinion of management,
necessary  to  present  fairly the financial position of MacDermid, Incorporated
("the  Corporation")  and  its subsidiary companies as of March 31, 2003 and the
results of operations and cash flows for the three month periods ended March 31,
2003  and 2002.  The results of operations for these periods are not necessarily
indicative  of  trends,  or  of  the  results  to be expected for the full year.
Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with accounting principles generally accepted
in  the  United States of America have been omitted.  These financial statements
should  be  read  in  conjunction with the consolidated financial statements and
notes  thereto  included  in  the Corporation's Annual Report for the year ended
December  31,  2002.
Note  2.     Common  Share  Data
The  following  table  summarizes  common  share activity during the three month
periods  ended  March  31,  2003  and  2002.

<TABLE>
<CAPTION>


                                          Three Months Ended March 31,
                                          ----------------------------
<S>                           <C>                           <C>
                                                      2003        2002
                                          ----------------------------
Balance beginning of period.                    46,639,757  46,409,757
Shares issued - stock awards                         2,668     130,000
                                          ----------------------------
Balance end of period. . . .                    46,642,425  46,539,757
                                          ============================
</TABLE>


The  Board  of  Directors from time-to-time authorize the purchase of issued and
outstanding  shares  of  the Corporation's common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
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 authorizations 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).  Common
shares  held  in  treasury,  were 14,346,884 at March 31, 2003 and 14,349,453 at
December  31,  2002.  Authorization  to  purchase approximately 1,000,000 common
shares  remained  as of March 31, 2003.  Subsequently, on May 7, 2003, the Board
of  Directors  voted  to  supercede  the  previous  authorization  with  a  new
authorization  to purchase up to 3,000,000 common shares.  Also, on May 7, 2003,
the  Corporation  executed  a  purchase and sale agreement with Citicorp Venture
Capital  Ltd,  to  aquire all of their 2,201,720 outstanding common shares on or
before  November  3,  2003.  A complete copy of this agreement has been filed on
the  Corporation's  Form  8-K  dated  May  7,  2003.

Note  3.     Earnings  Per  Common  Share
The  computation  of basic earnings per share is based upon the weighted average
number  of  outstanding  common shares.  The computation of diluted earnings per
share  is  based  upon  the weighted average number of outstanding common shares
plus  the  effect of all dilutive contingently issuable common shares from stock
options,  stock  awards  and  share  warrants  outstanding  during  the  period.
Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  Options to purchase 1,429,625 shares of common stock were
outstanding  during  the  period  but  were  not  included in the computation of
diluted  EPS because those options would be antidilutive based on current market
prices.

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


<TABLE>
<CAPTION>


                                              Three Months Ended March 31,
<S>                               <C>                           <C>
                                                          2003        2002
                                  ----------------------------  ----------
Basic common shares. . . . . . .                    32,295,541  32,221,436
Dilutive effect of stock options                       171,631     271,444
                                  ----------------------------  ----------
Diluted common shares. . . . . .                    32,467,172  32,492,880
                                  ============================  ==========
</TABLE>

Note  4.     Stock-Based  Plans
Effective  April  1,  2001,  the  Corporation  adopted  the  fair  value expense
recognition  provisions  of Statement of Financial Accounting Standards No. 123,
Accounting  for  Stock Based Compensation (SFAS123), prospectively, to all stock
options  granted,  modified  or  settled  after  April  1,  2001.  Accordingly,
compensation  expense  is measured using the fair value at the date of grant for
options granted after April 1, 2001, with the resulting expense charged over the
period  in which the options are earned.  In three month periods ended March 31,
2003  and  2002,  there  was  $1,031 and $729, respectively, charged to expense.
Previously,  and since April 1, 1996, the Corporation had adopted the disclosure
requirements  of  SFAS123 while accounting for its stock options by applying the
expense  recognition  provisions  of  APB  Opinion  No. 25, Accounting for Stock
Issued  to  Employees  ("APB25").
Had the Corporation used the fair value expense recognition method of accounting
for all stock options granted under its plans between April 1, 1996 and April 1,
2001, net earnings and net earnings per common share for the three month periods
ended  March  31,  2003  and  2002, would have been reduced to the following pro
forma  amounts:


<TABLE>
<CAPTION>


                                               Three Months Ended March 31,
<S>                                 <C>                             <C>
                                                             2003     2002
                                    ------------------------------  -------
Net earnings available for
common shareholders as
reported . . . . . . . . . . . . .  $                      11,566   $7,332
Add: stock based employee
compensation expense included
in reported net income, net of
related tax effects. . . . . . . .                            701      474
Deduct: total stock based
employee compensation
expense determined under fair
value based method for all
awards, net of related tax effects                           (861)    (645)
                                    ------------------------------  -------
Pro forma net earnings . . . . . .  $                      11,406   $7,161
                                    ==============================  =======

Net earnings per common share:
  Basic
    As reported. . . . . . . . . .  $                        0.36   $ 0.23
    Pro forma. . . . . . . . . . .  $                        0.35   $ 0.22
    Diluted
    As reported. . . . . . . . . .  $                        0.36   $ 0.23
    Pro forma. . . . . . . . . . .  $                        0.35   $ 0.22
</TABLE>

Note  5.     Goodwill  and  Other  Intangible  Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and  Other  Intangible  Assets ("SFAS 142"), goodwill and intangible assets with
indeterminable  lives  are no longer amortized, but instead the carrying amounts
will  be  periodically  compared  to  the  current fair value and, if impairment
occurs,  an  adjustment to the carrying amount will be required with a charge to
expense  in  the period identified.  This could result in a future write-down or
write-off  of  such  assets.
Goodwill  carrying amounts for both the period ended March 31, 2003 and December
31, 2002, by segment, are as follows; Advanced Surface Finishing "ASF", $122,070
and  Printing  Solutions  "PS",  $72,130;  for  a  total  balance  of  $194,200.
Acquired  intangible  assets  are  summarized  as  follows:

<TABLE>
<CAPTION>


                             March 31, 2003                              December 31, 2002
                            ---------------                             -------------------
<S>         <C>              <C>                  <C>      <C>              <C>             <C>
            Gross Carrying   Accumulated          Net      Gross Carrying   Accumulated     Net
            Amount           Amortization         Amount   Amount           Amortization    Amount
            ---------------  -------------------  -------  ---------------  --------------  -------
Patents. .  $        19,698  $           (8,403)  $11,295  $        19,698  $      (8,123)  $11,575
Trademarks           27,481              (8,903)   18,578           27,481         (8,788)   18,693
Others . .            3,607              (1,880)    1,727            3,607         (2,050)    1,557
            ---------------  -------------------  -------  ---------------  --------------  -------
   Total .  $        50,786  $          (19,186)  $31,600  $        50,786  $     (18,961)  $31,825
            ===============  ===================  =======  ===============  ==============  =======
</TABLE>

Included  in  the  table  above,  is the net carrying amount of $16,233 at March
31,2003  and  December 31, 2002 for trademarks which are not being amortized due
to  the  indefinite  life  associated  with  these  assets.

Note  6.     Comprehensive  Income  and  Accumulated  Other Comprehensive Income
The  components  of comprehensive income for the three month periods ended March
31,  2003  and  2002  are  as  follows:


<TABLE>
<CAPTION>


                                                     Three Months Ended March 31,
<S>                                        <C>                            <C>
                                                                    2003    2002
                                           -----------------------------  -------
Net earnings. . . . . . . . . . . . . . .  $                      11,566  $7,332
Other comprehensive income:
  Foreign currency translation adjustment                          2,845    (410)
  Hedging activities. . . . . . . . . . .                              -     250
                                           -----------------------------  -------
Comprehensive income. . . . . . . . . . .  $                      14,411  $7,172
                                           =============================  =======
</TABLE>

The  components  of  accumulated other comprehensive income as of March 31, 2003
and  December  31,  2002  are  as  follows:

<TABLE>
<CAPTION>



<S>                                      <C>               <C>
                                         March 31, 2003    December 31, 2002
                                         ----------------  -------------------
Cumulative equity adjustments for:
   Foreign currency translation . . . .  $        (2,527)  $           (5,372)
   Additional minimum pension liability          (10,414)             (10,414)
                                         ----------------  -------------------
Accumulated other comprehensive income.  $       (12,941)  $          (15,786)
                                         ================  ===================
</TABLE>

Note  7.     Segment  Reporting
The  Corporation  operates on a worldwide basis, supplying proprietary chemicals
for two distinct segments, Advanced Surface Finishing and Printing Solutions.  A
third  segment,  Electronics  Manufacturing  designs  and  manufactures  printed
circuits  boards  in  Europe  through  a majority owned subsidiary.  These three
segments,  under  which the Corporation operates, are managed separately as each
segment  has  differences  in  technology  and  marketing strategies.  Chemicals
supplied  by  the  Advanced  Surface  Finishing  segment  are used for cleaning,
activating,  polishing,  mechanical  plating  and  galvanizing, electro-plating,
phosphatising,  stripping  and  coating,  filtering,  anti-tarnishing  and  rust
retarding  for  metal  and  plastic  surfaces  associated  with  automotive  and
industrial  applications,  as  well as, etching copper and imprinting electrical
patterns  for  various  electronics applications, and as lubricants and cleaning
agents  associated  with offshore oil and gas operations.  The products supplied
by  the  Printing  Solutions  segment  include  offset  printing  blankets  and
photo-polymer  plates  used in packaging and newspaper printing, offset printing
applications,  and digital printers and supplies.  The Electronics Manufacturing
segment  produces  a  wide variety of both single-sided and double-sided printed
circuit  boards.
The  business  segments  reported  below are the segments of the Corporation for
which  separate  financial  information  is  available  and  for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of each business segment are the same as
those  described  in  the  Summary  of  Significant Accounting Policies, Note 1.
Net  sales  for  all  of  the  Corporation's products fall into one of the three
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears on those costs.  Operating income amounts are reviewed before amortization
of  intangible  assets  and  non-recurring  charges.  The  business  segment
identifiable  assets  which  follow  are reconciled to total consolidated assets
including  unallocated  corporate assets which consist primarily of deferred tax
assets,  deferred  bond  financing  fees  and certain other long term assets not
directly  associated  with  the  support  of  the  individual  segments.

<TABLE>
<CAPTION>



Results of operations by segment:                Three Months Ended March 31,
                                                    2003                 2002
                                    ------------------------------  ---------
<S>                                 <C>                             <C>
Net sales:
   Advanced surface finishing. . .  $                      83,814   $ 78,431
   Printing solutions. . . . . . .                         67,833     68,353
   Electronics manufacturing . . .                         20,783     20,172
                                    ------------------------------  ---------
     Consolidated net sales. . . .  $                     172,430   $166,956
                                    ------------------------------  ---------

Operating income (loss):
   Advanced surface finishing. . .  $                      12,901   $ 10,092
   Printing solutions. . . . . . .                         12,259     11,269
   Electronics manufacturing . . .                            (32)       997
   Amortization expense. . . . . .                           (770)    (1,568)
                                    ------------------------------  ---------
     Consolidated operating profit  $                      24,358   $ 20,790
                                    ==============================  =========
</TABLE>


<TABLE>
<CAPTION>



Identifiable assets by segment:  March 31, 2003   December 31, 2002
                                 ---------------  ------------------
<S>                              <C>              <C>
Advanced surface finishing. . .  $       147,767  $          136,436
Printing solutions. . . . . . .          405,580             410,087
Electronics manufacturing . . .           96,562              95,961
Corporate-wide. . . . . . . . .           65,165              65,409
                                 ---------------  ------------------
   Consolidated assets. . . . .  $       715,074  $          707,893
                                 ===============  ==================
</TABLE>


Note  8.     Acquisition  Reserves
The  Corporation established acquisition reserves (included in accrued expenses)
in  fiscal  year  1999  when  recording  the acquisition of W.Canning, plc.  The
reorganization  of  employees  has  been  completed.  The  reorganization  of
facilities  is  proceeding  as  planned.  Five  facilities have been closed with
those  activities assimilated elsewhere.  Negotiations are ongoing regarding the
elimination  of  certain  leased  facilities  and sale of owned facilities.  See
Contingencies  and  Legal  Matters,  Note  11, regarding environmental activity.
The following table summarizes the cumulative activity for these reserves, since
inception  through  March 31, 2003, including cash payments of $16 for the three
months  ended  March  31,  2003:

<TABLE>
<CAPTION>



<S>            <C>         <C>          <C>       <C>
               Inception   Adjustments  Payments  Balance
               ----------  -----------  --------  --------
Facilities. .  $    4,200          885     3,463  $  1,622
Redundancies.       2,050        3,100     5,150         -
Environmental       2,000            -       188     1,812
               ----------  -----------  --------  --------
   Total. . .  $    8,250        3,985     8,801  $  3,434
               ==========  ===========  ========  ========
</TABLE>

Note  9.     Supplemental  Cash  Flow  Information
The  following  table  illustrates  the  major components of net cash flows from
operating  activities as well as cash paid for interest and income taxes for the
three  months  ended  March  31,  2003  and  2002:


<TABLE>
<CAPTION>


                                                               Three Months Ended March 31,
<S>                                                <C>                             <C>
                                                                            2003      2002
                                                   ------------------------------  --------
Net cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . .  $                      11,566   $ 7,332
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
   Depreciation . . . . . . . . . . . . . . . . .                          5,246     5,291
   Amortization . . . . . . . . . . . . . . . . .                            770     1,568
   Provision for bad debts. . . . . . . . . . . .                          1,789     1,521
   Stock compensation expense . . . . . . . . . .                          1,031       729
   Other changes in assets and liabilities. . . .                         (1,005)   (3,564)
                                                   ------------------------------  --------
   Net cash flows from operating activities . . .  $                      19,397   $12,877
                                                   ==============================  ========


Cash paid for interest. . . . . . . . . . . . . .  $                      14,812   $17,973
                                                   ==============================  ========

Cash paid for income taxes. . . . . . . . . . . .  $                       2,109   $ 2,178
                                                   ==============================  ========
</TABLE>


Note  10.     Market  Risk
The  Corporation  is  exposed  to  market  risk in the normal course of business
activity  due  to  its operations in different foreign countries and its ongoing
investing  and  financing activities.  The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.  Management  continually  reviews  the  balance  between foreign currency
denominated  assets  and  liabilities  in  order  to  minimize the Corporation's
exposure  to  foreign  exchange  fluctuations.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 60% of the Corporation's
net  sales  and identifiable assets are denominated in currencies other than the
US  Dollar,  predominantly  the Euro, the Pound Sterling, the Yen, Hong Kong and
New Taiwan Dollars.  For the three month period ending March 31, 2003, there was
a  favorable  foreign  currency  translation effect on earnings of approximately
$0.02  per share, or 6%.  The annual impact on operating cash flows historically
has  been  insignificant.
The  Corporation's  business  operations, consist principally of manufacture and
sale  of  specialty  chemicals,  supplies  and  related  equipment  to customers
throughout much of the world.  Approximately 40% of the business is concentrated
in a wide variety of applications used in the printing and packaging industries,
while  30% of the business is concentrated to customers supplying a wide variety
of  chemicals  to  manufacturers  of  printed circuit boards with many different
end-use  applications,  as  well  as  the  manufacture of printed circuit boards
supplied  to  the  electronics  industry.  As is usual for these businesses, the
Corporation  generally  does  not  require  collateral  or  other  security as a
condition  of  sale  rather  relying  on credit approval, balance limitation and
monitoring  procedures  to  control  credit  risk  of  trade  account  financial
instruments.  Management  believes  that  reserves  for  losses,  which  are
established based upon review of account balances and historical experience, are
adequate.
The  Corporation  has  been  exposed  to  interest rate risk, primarily from its
credit facility which is based upon various floating rates.  The Corporation had
entered  into  interest  rate  swap  agreements  for the purpose of reducing its
exposure  to  possible  future  changes in interest rates.  A remaining interest
rate  swap  is considered speculative as there are no outstanding balances under
the credit facility.  The Corporation reduced its exposure to interest rate risk
with  a  fixed  rate  bond offering during transition year 2001.  For additional
information,  see Financial Information for Guarantors of the Corporation's Bond
Offering,  Note  12.  Based  upon  the  Corporation's current debt structure and
expected  levels  of  borrowing in 2003, an increase in interest rates would not
result  in an incremental interest expense.  The Corporation does not enter into
derivative  financial  instruments  for  trading  purposes, it has certain other
supply  agreements for raw material inventories but has chosen not to enter into
any  price  hedging  with  its  suppliers  for  commodities.
Note  11.     Contingencies  and  Legal  Matters
Environmental  Issues:  The  nature  of  the  Corporation's  operations,  as
manufacturers and distributors of specialty chemicals and systems, and products,
including  raw  materials,  expose  it to the risk of liabilities or claims with
respect to environmental cleanup or other matters, including those in connection
with  the  disposal of hazardous materials.  As such, the Corporation is subject
to  extensive  U.S.  and  foreign laws and regulations relating to environmental
protection  and  worker health and safety, including those governing: discharges
of  pollutants  into the air and water; the management and disposal of hazardous
substances  and  wastes;  and  the  cleanup  of  contaminated  properties.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites  acquired in the December 1998 acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase  price  payment of approximately $2,000.  The Corporation estimates the
range  of  cleanup  costs  at  its  Canning  sites  between  $2,000  and $5,000.
Investigations  into  the  extent  of  contamination,  however, are ongoing with
respect  to  some  of  these sites.  To the extent the Corporation's liabilities
exceed  $2,000, it may be entitled to additional indemnification payments.  Such
recovery  may  be  uncertain,  however,  and  would  likely  involve significant
litigation  expense.  The  Corporation  does  not  anticipate  that  it  will be
materially  affected  by environmental remediation costs, or any related claims,
at  any  contaminated  sites,  including  the  Canning  sites.  It is difficult,
however,  to  predict  the  final costs and timing of costs of site remediation.
Ultimate  costs  may vary from current estimates and reserves, and the discovery
of  additional  contaminants  at  these  or  other  sites  or  the imposition of
additional  cleanup  obligations,  or third-party claims relating thereto, could
result  in  significant  additional  costs.
Legal  Proceedings:  On  January  30,  1997,  the  Corporation was served with a
subpoena  from  a federal grand jury in Connecticut requesting certain documents
relating  to  an  accidental  spill  from  its  Huntingdon  Avenue,  Waterbury,
Connecticut  facility  that  occurred  in  November of 1994, together with other
information  relating  to  operations  and  compliance  at the Huntingdon Avenue
facility.  The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal  Clean  Water  Act  pertaining to its wastewater handling practices.  In
addition,  two  of  the  Corporation's  former  employees,  who  worked  at  the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were  sentenced  to  fines of $25 and $10 and 2 years probation, as
well  as  community  service.  In  a  separate  matter,  on  July  26, 1999, the
Corporation  was named in a civil lawsuit commenced in the Superior Court of the
State  of  Connecticut  brought  by  the Connecticut Department of Environmental
Protection  alleging  various compliance violations at its Huntingdon Avenue and
Freight  Street  locations  between  the  years  1992  through  1998 relating to
wastewater  discharges  and  the  management  of waste materials.  The complaint
alleges  violations  of its permits issued under the Federal Clean Water Act and
the  Resource Conservation and Recovery Act, as well as procedural, notification
and  other  requirements  of  Connecticut's  environmental  regulations over the
foregoing  period  of  time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated was required to pay fines and penalties
totaling $2,500, without interest, over six quarterly installments.  As of March
31,  2003,  the Corporation had paid $2,375.  A final payment for these fines of
$125  was  paid on April 30, 2003.  In addition, the Corporation was required to
pay  $1,550  to  various  local  charitable  and environmental organizations and
causes.  As of March 31, 2003, the Corporation had paid $1,420.  A final payment
for  these  donations  of  $130 was paid on April 30, 2003.  The Corporation has
been  placed  on  probation for two years and will perform certain environmental
audits,  as  well as other environmentally related actions.  The Corporation had
recorded  liabilities during the negotiation period and therefore its results of
operations  and  financial  position  were  not  affected by these arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse  effect  on  its  financial  position  or  results  of  operations.
Note  12.     Financial  Information  for  Guarantors  of the Corporation's Bond
Offering
The  Corporation  issued  9  1/8%  Senior Subordinated Notes ("bonds") effective
June  20, 2001, for the face amount of $301,500, which pay interest semiannually
on January 15th and July 15th and mature in 2011.  The proceeds were used to pay
down  long-term  debt.  These bonds are guaranteed by substantially all existing
and  future directly or indirectly wholly-owned domestic restricted subsidiaries
of  the  Corporation  ("guarantors").  The  guarantors,  fully,  jointly  and
severally, irrevocably and unconditionally guarantee the performance and payment
when due of all the obligations under the bonds.  The Corporation's unrestricted
subsidiaries  that  resulted  from  the January 2001 Eurocir acquisition and its
foreign  subsidiaries  are  not  guarantors of the indebtedness under the bonds.
The  following financial information is presented to give additional disclosures
to  the  consolidated  condensed  financial  statements, with respect to: a) the
parent  (MacDermid,  Incorporated  as  the  issuer),  b)  the guarantors, c) the
non-guarantor  subsidiaries,  d) the unrestricted non-guarantor subsidiaries, e)
elimination entries and f) the Corporation on a consolidated basis for and as of
the  fiscal  periods  ended  March 31, 2003 and 2002 and December 31, 2002.  The
equity  method  has  been  used  by  the  parent  with respect to investments in
guarantor  subsidiaries.  The  equity  method  also  has been used by subsidiary
guarantors  with  respect  to  investments  in non-guarantor subsidiaries and by
subsidiary  non-guarantors  with  respect  to  investments  in  unrestricted
non-guarantor  subsidiaries.  Financial statements for subsidiary guarantors are
presented  as  a  combined  entity.  The  financial information includes certain
allocations  of revenues and expenses based on management's best estimates which
is  not  necessarily indicative of financial position, results of operations and
cash  flows  that  these entities would have achieved on a stand-alone basis and
should  be  read  in  conjunction with the consolidated financial statements and
notes  thereto  included  in  the Corporation's Annual Report for the year ended
December  31,  2002.

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  BALANCE  SHEET
MARCH  31,  2003
(unaudited)

                                                                                                              MacDermid
                                                                             Unrestricted                   Incorporated
<PAGE>
                               MacDermid      Guarantor      Nonguarantor    Nonguarantor                        And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations   Subsidiaries
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents .  $      23,900  $       1,784   $      20,704   $         246   $           -   $      46,634
Accounts receivables, net .         11,789         20,931          95,899          12,658               -         141,277
Due (to) from affiliates. .        110,080        (57,764)        (23,609)        (28,707)              -               -
Inventories . . . . . . . .          9,248         26,055          41,942           8,707               -          85,952
Prepaid expenses. . . . . .            315            708           3,403               -               -           4,426
Deferred income taxes . . .         17,059              -           4,065             882               -          22,006
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        172,391         (8,286)        142,404          (6,214)              -         300,295

Property, plant and
equipment, net. . . . . . .         14,493         41,550          54,721          19,254               -         130,018
Goodwill. . . . . . . . . .         21,680         68,574         103,946               -               -         194,200
Intangibles, net. . . . . .              -          6,447          25,068              85               -          31,600
Investments in subsidiaries        328,359        236,026         (22,453)              -        (541,932)              -
Other assets. . . . . . . .         39,360          8,946           7,962           2,693               -          58,961
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     576,283  $     353,257   $     311,648   $      15,818   $    (541,932)  $     715,074
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  BALANCE  SHEET  (continued)
MARCH  31,  2003
(unaudited)

                                                                                                                MacDermid
                                                                               Unrestricted                    Incorporated
<PAGE>
                                 MacDermid       Guarantor     Nonguarantor    Nonguarantor                        And
                                Incorporated    Subsidiaries   Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                               --------------  --------------  -------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>            <C>             <C>             <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . .  $           -   $           -   $       1,405  $       2,702   $           -   $       4,107
Current installments of long-
term obligations. . . . . . .              -             146             348          4,858               -           5,352
Accounts and dividend payable         11,229           7,578          31,436         15,456               -          65,699
Accrued expenses. . . . . . .         25,184           8,045          25,937          3,485               -          62,651
Income taxes. . . . . . . . .        (10,000)          8,472           5,875           (665)              -           3,682
                               --------------  --------------  -------------  --------------  --------------  --------------
Total current liabilities . .         26,413          24,241          65,001         25,836               -         141,491

Long-term obligations . . . .        301,757             614             555          8,660               -         311,586
Accrued postretirement. . . .         15,533               -           4,488              -               -          20,021
Deferred income taxes . . . .             (2)              -           4,612            819               -           5,429
Other long-term liabilities .              -              43             966             83               -           1,092
Minority interest . . . . . .              -               -               -          2,873               -           2,873

Shareholders' equity:
Common stock. . . . . . . . .         46,642             (50)          3,760              3          (3,713)         46,642
Additional paid-in capital. .         22,288         207,741         109,614         10,260        (327,615)         22,288
Retained earnings . . . . . .        236,307         126,076         122,002        (30,382)       (217,696)        236,307
Cumulative comprehensive
   income equity
   adjustment, net. . . . . .        (12,941)         (5,408)            650         (2,334)          7,092         (12,941)
Less cost common shares
   in treasury. . . . . . . .        (59,714)              -               -              -               -         (59,714)
                               --------------  --------------  -------------  --------------  --------------  --------------
Total shareholders' equity. .        232,582         328,359         236,026        (22,453)       (541,932)        232,582

                               --------------  --------------  -------------  --------------  --------------  --------------
                               $     576,283   $     353,257   $     311,648  $      15,818   $    (541,932)  $     715,074
                               ==============  ==============  =============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2003
(unaudited)

                                                                                                              MacDermid
                                                                             Unrestricted                    Incorporated

<PAGE>
                              MacDermid       Guarantor      Nonguarantor    Nonguarantor                        And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      23,080   $      42,601   $      90,587   $      20,783   $      (4,621)  $     172,430
Cost of sales. . . . . . .         14,800          19,721          49,205          19,075          (4,621)         98,180
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .          8,280          22,880          41,382           1,708               -          74,250

Operating expenses:
Selling, technical and
administrative . . . . . .         12,437          10,272          24,672           1,741               -          49,122
Amortization . . . . . . .              -             510             252               8               -             770
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   12,437          10,782          24,924           1,749               -          49,892
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (4,157)         12,098          16,458             (41)              -          24,358

Equity in earnings of
subsidiaries . . . . . . .        (18,293)        (10,521)            465               -          28,349               -
Interest income. . . . . .            (31)            (16)           (138)            (10)              -            (195)
Interest expense . . . . .          7,816          (1,122)            570             627               -           7,891
Other expense (income),
net. . . . . . . . . . . .           (182)            (47)             23            (142)              -            (348)
                            --------------  --------------  --------------  --------------  --------------  --------------
                                  (10,690)        (11,706)            920             475          28,349           7,348
                            --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes and
minority interest. . . . .          6,533          23,804          15,538            (516)        (28,349)         17,010
Income taxes benefit
(expense). . . . . . . . .          5,033          (5,511)         (5,017)             51               -          (5,444)
Minority interest. . . . .              -               -               -               -               -               -
                            --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . . .  $      11,566   $      18,293   $      10,521   $        (465)  $     (28,349)  $      11,566
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2003
(unaudited)

                                                                                                             MacDermid
                                                                             Unrestricted                   Incorporated
<PAGE>
                              MacDermid       Guarantor      Nonguarantor    Nonguarantor                       And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries   Eliminations    Subsidiaries
                            --------------  --------------  --------------  --------------  -------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
by (used in) operating
activities:. . . . . . . .  $     (18,926)  $      16,653   $      19,725   $       1,945   $           -  $      19,397
Investing activities:
Capital expenditures . . .            (36)           (188)           (518)           (237)              -           (979)
Proceeds from disposition
of fixed assets. . . . . .              -               -               -               -               -              -
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) investing
activities . . . . . . . .            (36)           (188)           (518)           (237)              -           (979)
                            --------------  --------------  --------------  --------------  -------------  --------------
Financing activities:
Net proceeds from
(repayments of) short-term
borrowings . . . . . . . .         21,692         (12,849)        (10,345)           (735)              -         (2,237)
Long-term borrowings . . .              -               -               -               -               -              -
Long-term repayments . . .              -            (256)              -          (1,077)              -         (1,333)
Issuance from treasury
shares . . . . . . . . . .             50               -               -               -               -             50
Dividends paid . . . . . .          6,968          (3,891)         (3,723)              -               -           (646)
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) financing
activities . . . . . . . .         28,710         (16,996)        (14,068)         (1,812)              -         (4,166)
                            --------------  --------------  --------------  --------------  -------------  --------------
Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . .              -               -             351              12               -            363
                            --------------  --------------  --------------  --------------  -------------  --------------
Net (decrease) increase in
cash and cash equivalents.          9,748            (531)          5,490             (92)              -         14,615
Cash and cash equivalents
at beginning of period . .         14,153           2,314          15,214             338               -         32,019
                            --------------  --------------  --------------  --------------  -------------  --------------
Cash and cash equivalents
at end of period . . . . .  $      23,901   $       1,783   $      20,704   $         246   $           -  $      46,634
                            ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

<TABLE>
<CAPTION>


CONSOLIDATED  CONDENSED  BALANCE  SHEET
DECEMBER  31,  2002
(audited)

                                                                                                              MacDermid
                                                                             Unrestricted                   Incorporated
<PAGE>
                               MacDermid      Guarantor      Nonguarantor    Nonguarantor                        And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations   Subsidiaries
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents .  $      14,153  $       2,314   $      15,214   $         338   $           -   $      32,019
Accounts receivables, net .         10,561         21,322          98,228          12,695               -         142,806
Due (to) from affiliates. .        132,264        (69,017)        (36,066)        (27,181)              -               -
Inventories . . . . . . . .          9,002         26,269          42,497           7,970               -          85,738
Prepaid expenses. . . . . .            488          1,323           3,646               -               -           5,457
Deferred income taxes . . .         17,059              -           4,587             952               -          22,598
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        183,527        (17,789)        128,106          (5,226)              -         288,618

Property, plant and
equipment, net. . . . . . .         15,100         42,779          55,129          19,573               -         132,581
Goodwill. . . . . . . . . .         21,680         68,574         103,946               -               -         194,200
Intangibles, net. . . . . .              -          6,686          25,049              90               -          31,825
Investments in subsidiaries        314,126        225,676         (21,318)              -        (518,484)              -
Other assets. . . . . . . .         39,485         10,130           8,722           2,332               -          60,669
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     573,918  $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  BALANCE  SHEET  (continued)
DECEMBER  31,  2002
(audited)

                                                                                                                 MacDermid
                                                                                Unrestricted                    Incorporated
<PAGE>
                                 MacDermid       Guarantor      Nonguarantor    Nonguarantor                        And
                                Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                               --------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>             <C>             <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . .  $           -   $           -   $       1,792   $       3,332   $           -   $       5,124
Current installments of long-
term obligations. . . . . . .              -             146             391           5,693               -           6,230
Accounts and dividend payable         11,854           7,975          30,347          14,289               -          64,465
Accrued expenses. . . . . . .         31,897          10,250          24,591           2,824               -          69,562
Income taxes. . . . . . . . .         (4,763)          2,804           6,201            (515)              -           3,727
                               --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities . .         38,988          21,175          63,322          25,623               -         149,108

Long-term obligations . . . .        301,732             705             719           8,657               -         311,813
Accrued postretirement. . . .         15,462               -           4,226               -               -          19,688
Deferred income taxes . . . .              -               -           4,719             816               -           5,535
Other long-term liabilities .             (2)             50             972             118               -           1,138
Minority interest . . . . . .              -               -               -           2,873               -           2,873

Shareholders' equity:
Common stock. . . . . . . . .         46,640             (50)          3,760               3          (3,713)         46,640
Additional paid-in capital. .         21,261         207,741         109,614          10,260        (327,615)         21,261
Retained earnings . . . . . .        225,387         115,397         115,205         (29,917)       (200,685)        225,387
Cumulative comprehensive
   income equity
   adjustment, net. . . . . .        (15,786)         (8,962)         (2,903)         (1,664)         13,529         (15,786)
Less cost common shares
   In treasury. . . . . . . .        (59,764)              -               -               -               -         (59,764)
                               --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity. .        217,738         314,126         225,676         (21,318)       (518,484)        217,738
                               --------------  --------------  --------------  --------------  --------------  --------------

                               $     573,918   $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                               ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2002
(unaudited)

                                                                                                              MacDermid
                                                                             Unrestricted                    Incorporated

<PAGE>
                              MacDermid       Guarantor      Nonguarantor    Nonguarantor                        And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      24,796   $      46,291   $      79,920   $      20,172   $      (4,223)  $     166,956
Cost of sales. . . . . . .         15,711          24,043          44,313          17,691          (4,223)         97,535
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .          9,085          22,248          35,607           2,481               -          69,421

Operating expenses:
Selling, technical and
administrative . . . . . .         13,165          10,213          22,202           1,483               -          47,063
Amortization . . . . . . .            866             410             285               7               -           1,568
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   14,031          10,623          22,487           1,490               -          48,631
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (4,946)         11,625          13,120             991               -          20,790

Equity in earnings of
subsidiaries . . . . . . .        (13,096)         (7,570)             51               -          20,615               -
Interest income. . . . . .            (22)            (33)            (79)             (6)              -            (140)
Interest expense . . . . .          4,016           3,006           1,529             649               -           9,200
Other expense (income),
net. . . . . . . . . . . .            457            (180)            (98)             14               -             193
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   (8,645)         (4,777)          1,403             657          20,615           9,253
                            --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes and
minority interest. . . . .          3,699          16,402          11,717             334         (20,615)         11,537
Income taxes benefit
(expense). . . . . . . . .          3,633          (3,306)         (4,147)           (219)              -          (4,039)
Minority interest. . . . .              -               -               -            (166)              -            (166)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . . .  $       7,332   $      13,096   $       7,570   $         (51)  $     (20,615)  $       7,332
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2002
(unaudited)

                                                                                                             MacDermid
                                                                             Unrestricted                   Incorporated
<PAGE>
                              MacDermid       Guarantor      Nonguarantor    Nonguarantor                       And
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries   Eliminations    Subsidiaries
                            --------------  --------------  --------------  --------------  -------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
by (used in) operating
activities:. . . . . . . .  $     (12,819)  $      14,220   $      12,587   $      (1,111)  $           -  $      12,877

Investing activities:
Capital expenditures . . .            (98)           (220)           (264)           (588)              -         (1,170)
Proceeds from disposition
of fixed assets. . . . . .              -               -              14               -               -             14
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) investing
activities . . . . . . . .            (98)           (220)           (250)           (588)              -         (1,156)
                            --------------  --------------  --------------  --------------  -------------  --------------

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings . . . . . . . .          5,734          (8,760)         (1,905)          1,650               -         (3,281)
Long-term borrowings . . .         11,000               -               -             276               -         11,276
Long-term repayments . . .        (15,000)              -          (6,061)           (549)              -        (21,610)
Dividends paid . . . . . .          8,291          (5,915)         (3,021)              -               -           (645)
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) financing
activities . . . . . . . .         10,025         (14,675)        (10,987)          1,377               -        (14,260)
                            --------------  --------------  --------------  --------------  -------------  --------------

Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . .              -               -            (104)            (10)              -           (114)
                            --------------  --------------  --------------  --------------  -------------  --------------

Net (decrease) increase in
cash and cash equivalents.         (2,892)           (675)          1,246            (332)              -         (2,653)

Cash and cash equivalents
at beginning of period . .          4,419           1,881          10,261             506               -         17,067

Cash and cash equivalents
                            --------------  --------------  --------------  --------------  -------------  --------------
at end of period . . . . .  $       1,527   $       1,206   $      11,507   $         174   $           -  $      14,414
                            ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

ITEM  2:
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
The  following discussion compares the results of operations for the three month
period  which  ended  March  31,  2003  to  the  same  period  in  2002.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing:  Net  sales  for  the  current  quarter were $83.8
million,  an  increase  of  $5.4  million,  or 7% from $78.4 million in the same
period  last year.  This includes a positive foreign currency translation effect
of  $6.9  million,  otherwise  total  sales  would  have  shown  a  2% decrease.
Proprietary  sales,  excluding the effects of foreign currency translation, were
2%  lower than the same period last year.  Proprietary sales remain weak largely
due  to  lower  consumer  spending  in the electronics industries and a cyclical
slowdown  for  industrial  applications.
Costs,  as  a  percentage  of  sales  were well below the same period last year.
Lower  costs  were  significantly  influenced by the closure of a North American
production facility.  Gross profit percentage was 50.9% as compared to 49.0% for
the  same  period  last  year,  in  a  large  part, the result of cost reduction
efforts.
Selling,  technical and administrative expenses ("ST&A") were $29.8 million this
quarter,  a  5%  increase  as compared to $28.3 million for the same period last
year.  The  increase is from a $2.6 million foreign currency translation effect,
otherwise  ST&A  would have decreased 4%.  ST&A as a percentage of sales for the
current  quarter  was  35.6%  as compared to 36.1% in the same period last year.
Total  amortization  expense  was  $0.6 million for the three month period ended
March  31,  2003,  which  was  $0.8 million less than the same period last year.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization)  increased 41% to $12.3 million from $8.7 million.
Printing  Solutions:  Net  sales  for  the current quarter were $67.8 million, a
decrease of $0.6 million, or 1% from $68.4 million in the same period last year.
This  includes  a  positive foreign currency translation effect of $2.8 million,
otherwise  total  sales would have shown a 5% decrease.  Sales to the commercial
advertising customers have not returned to levels previously enjoyed as activity
in  these  industries  remain  soft.
Costs,  as  a  percentage  of  sales  were  well below the same period last year
largely  due  to  the  closure  of  a North American production facility.  Gross
profit  percentage was 44.0% as compared to 41.7% for the same period last year,
influenced  through  cost  reduction  efforts.
ST&A  expenses  were  $17.6  million  this quarter, a 2% increase as compared to
$17.2  million  for  the  same  period  last  year.  The increase is from a $0.7
million foreign currency translation effect, otherwise ST&A would have decreased
2%.  ST&A as a percentage of sales for the current quarter was 25.9% as compared
to  25.2%  in  the  same  period last year.  Total amortization expense was $0.1
million  for  the  three  month period ended March 31, 2003, similar to the same
period  last  year.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  increased  9%  to  $12.1  million  from  $11.1  million.
Electronics Manufacturing: Net sales for the current quarter were $20.8 million,
an  increase  of  $0.6 million, or 3% from $20.2 million in the same period last
year.  This  includes  a positive effect of foreign currency translation of $3.8
million,  otherwise  total  sales  would  have  shown  a  16%  decrease.
Costs,  as  a  percentage  of  sales  increased  and  as  a  result gross profit
percentage  was  8.2%  as  compared to 12.3% for the same period last year.  The
major  factors  were  higher  depreciation coupled with some labor and utilities
increases.
ST&A expenses increased $0.2 million, or 17% as compared to the same period last
year,  the  result  of  a  $0.4  million  foreign  currency  translation effect.
As  a  result  of  the  factors  discussed  above, the electronics manufacturing
operating  profit (after amortization) was break-even for the three month period
ended  March 31, 2003 as compared to an operating profit of $1.0 million for the
same  period  last  year.
Consolidated:  Net  sales for the current quarter, $172.4 million increased $5.4
million or 3% from $167.0 million in the same period last year.  This includes a
$13.5  million  positive effect from foreign currency translation which resulted
in  higher  reported  sales.  Without  this  effect,  reported  sales would have
decreased 5% and proprietary sales, which were roughly 82% of total net sales in
both  periods  would  have  decreased  4%.
Gross  profits  increased  7% for the three month period ended March 31, 2003 as
compared to the same period last year.  The closure of production facilities and
other  cost  reduction  efforts  more  than  compensated for weak sales volumes.
Accordingly, gross profit as a percentage of sales was 43.1% for the three month
period ended March 31, 2003, as compared to 41.6% for the same period last year.
ST&A  expenses  were  $2.0  million,  or 4% more than the same period last year,
however,  excluding  a  $3.7  million  foreign currency translation effect, ST&A
expenses  would have been 4% lower.  ST&A as a percentage of sales for the three
month  period  was  28.5%  as  compared  to 28.2% for the same period last year.
Total  amortization  expense  was  $0.8 million for the three month period ended
March  31,  2003.  This  was  $0.8  million less than the same period last year.
Operating  profit  (after  amortization)  for  the  three month period was $24.4
million,  an  increase  of  $3.6  million,  or approximately 17% more than $20.8
million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The Corporation's effective income tax rate approximates 32% for the three month
period  ended  March  31,  2003  and  35% for the same period in 2002.  The rate
difference  is  mainly  attributable  to a change in earnings mix from higher to
lower  taxed  jurisdictions  and the implementation of domestic tax minimization
strategies.
NET  EARNINGS
Net  interest  expense,  $7.7  million  was approximately 15% less than the same
period  last year, as a result of over $70.0 million debt repayments between the
periods.  Net  earnings  available  to  common  shareholders for the three month
period ended March 31, 2003, $0.36 per share was 57% higher than $0.23 per share
for the same period last year.  The impact from foreign currency translation was
favorable  to  reported  earnings by approximately $0.02 per share for the three
month  period.
Financial  Condition
Operating  activities  during  the three months ending March 31, 2003 provided a
net  cash inflow of $19.4 million.  This included net earnings of $11.6 million,
non-cash  expenses  for  depreciation,  amortization,  bad  debts  and  stock
compensation  of  $8.8 million, offset by a net increase in operating assets and
liabilities  of  $1.0  million,  which is attributable to a semi-annual interest
payment.  Cash generated from operations during this period principally remained
on  the  balance  sheet,  as  debt other than senior subordinated bonds has been
essentially  extinguished.
Investing activities for the three months ended March 31, 2003 utilized net cash
of  $1.0  million,  all  of which relates to capital expenditures.  This capital
spending compares with total planned expenditures of approximately $13.0 million
for  the  full  year.
Financing  activities  for  the three months ended March 31, 2003 consisted of a
net  use of cash of $4.2 million primarily used for a net debt repayment of $3.6
million  and dividends to shareholders of $0.6 million ($0.02 per common share).
The  Corporation's  financial position remains strong.  Working capital at March
31,  2003 was $158.8 million as compared to $139.5 million at December 31, 2002.
The Corporation issued 9 1/8% senior subordinated notes effective June 20, 2001,
for  the  face  amount  of  $301.5  million,  which pay interest semiannually on
January  15th  and  July  15th  and  mature in 2011.  The Corporation also has a
long-term  credit  arrangement,  which  consists  of  a  combined revolving loan
facility  that  permits  borrowings,  denominated  in  US  dollars  and  foreign
currencies,  of  up  to  $50 million.  There has been no balance outstanding, or
activity  on  this  revolving  loan  facility  for  the  periods presented.  The
Corporation  has  other  uncommitted  credit  facilities  which  presently total
approximately  $59  million.  These,  together with the Corporation's cash flows
from  operations  are  adequate  to  fund  working  capital and expected capital
expenditures.
There  are  no  long-term  commitments  (including the short-term portion) which
would  have a significant impact upon results of operations, financial condition
or  liquidity  of  the  Corporation, other than the obligations in the following
table:


<TABLE>
<CAPTION>



<S>                                  <C>         <C>         <C>               <C>
($millions) . . . . . . . . . . . .  This Year    2-4 Years   5 or More Years  Total
                                     ----------  ----------  ----------------  ------
             Long-term debt . . . .  $      4.3  $      7.8  $          302.2  $314.3
             Capital leases . . . .         1.0         1.2               0.4     2.6
             Operating leases . . .         9.0        10.2               5.2    24.4
                                     ----------  ----------  ----------------  ------
Total contractual cash commitments.  $     14.3  $     19.2  $          307.8  $341.3
                                     ==========  ==========  ================  ======
</TABLE>


The  Board  of  Directors from time-to-time authorize the purchase of issued and
outstanding  shares  of  the Corporation's common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any  future  repurchases  by  the  Corporation  will  depend  on various factors
including  the  market  price of its shares, its business and financial position
and  general economic or market conditions.  Additional shares acquired pursuant
to  such  authorizations  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).  At March 31,
2003, the outstanding authorization to purchase approximately 1.0 million shares
would cost approximately $20.4 million.  Subsequently, on May 7, 2003, the Board
of  Directors  voted  to  supercede  the  previous  authorization  with  a  new
authorization  to  purchase  up  to  3.0 million common shares.  Also, on May 7,
2003,  the  Corporation  executed  a  purchase  and sale agreement with Citicorp
Venture  Capital  Ltd,  to  aquire  all  of their 2.2 million outstanding common
shares  on  or  before  November 3, 2003.  Initially, 1.3 million shares will be
purchased for $30.5 million.  The remaining 0.9 million shares will be purchased
for  not  less  than  $19.2  million  and  not  more  than  $21.3  million.
The  following  table  presents owner earnings for the three month periods ended
March 31, 2003 and 2002.  Owner earnings is defined as cash flow from operations
less  net  capital  spending  and  is  not  intended to represent cash flow from
operations as defined by generally accepted accounting principles.  This measure
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.  Management believes
that  owner  earnings  portrays  a meaningful measure of the impact of free cash
flow,  which  is an important factor towards the growth of intrinsic shareholder
value  over  time.

<TABLE>
<CAPTION>


                              Three Months Ended March 31,
<S>                          <C>                             <C>
                                                      2003    2002
                             ------------------------------  ------
Cash provided by operations  $                        19.4   $12.9
Less: net capital spending.                           (1.0)   (1.2)
                             ------------------------------  ------
Owner earnings. . . . . . .  $                        18.4   $11.7
                             ==============================  ======
</TABLE>

CRITICAL  ACCOUNTING  POLICIES
In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgement  based  on  its understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgements  are subject to an inherent degree of uncertainty, accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
The  Corporation's  critical  accounting  policies  include  the  following:
Revenue  Recognition:  The  Corporation  recognizes  revenue,  including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  The  Corporation's  shipping  terms are customarily "FOB shipping
point"  and  do  not  include  right  of  inspection  or  acceptance provisions.
Equipment  sales  arrangements  may  include  right  of inspection or acceptance
provisions  in  which  case revenue is deferred until these provisions have been
satisfied.
Accounts  Receivable: The Corporation performs ongoing credit evaluations of its
customers  and  adjusts  credit  limits  based  upon  payment  history  and  the
customer's  credit worthiness.  The Corporation continually monitors collections
and  payments  from its customers and maintains a provision for estimated credit
losses  based  upon  historical  experience and any specific customer collection
issues  that it has identified.  While such credit losses have historically been
within  management's  expectations and the provisions for bad debts established,
there  is no guarantee that the Corporation will continue to experience the same
credit  loss  rates  as  in  the  past.
Inventories:  The  Corporation  values  inventory  at  lower  of average cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories are appropriately reserved.  In making any determination, historical
write-offs,  customer  demand,  alternative  product  uses,  usage  rates  and
quantities  of  stock  on  hand  are  considered.  Inventory  in  excess  of the
Corporation's  estimated usage requirements is written down to its estimated net
realizable  value.
Goodwill  and  other  long-lived assets: The Corporation records property, plant
and  equipment  at  cost.  Depreciation  and amortization of property, plant and
equipment are provided over the estimated useful lives of the respective assets,
on  the  straight-line  basis.  The  Corporation categorizes and depreciates its
assets  over  periods ranging from 3-5 years for computers, software, furniture,
fixtures  and  autos, 5-20 years for machinery and equipment, and 5-30 years for
building  and  building improvements.  Leasehold improvements are amortized over
the  lesser  of  the  useful  life  of  the  asset  or  the  life  of the lease.
Expenditures  for  maintenance  and  repairs  are  charged  directly to expense;
renewals  and  betterments,  which  significantly  extend  the  useful lives are
capitalized.  Costs  and  accumulated  depreciation  and  amortization on assets
retired  or disposed of are removed from the accounts and any resulting gains or
losses  are  credited  or  charged  to  earnings.  Patents  and  various  other
intangible  assets  are  amortized on a straight-line basis over their estimated
useful  lives as determined by an appropriate valuation.  The present periods of
amortization are 15 years for patents and range between 5 and 30 years for other
separately  identified intangible assets.  The Corporation assesses the carrying
value  of  goodwill  and  other long-lived assets in accordance with SFAS142 and
SFAS144.  In  many  instances,  projected  future  cash  flows are used in these
assessments.  Estimation  factors,  including  but not limited to, the timing of
new  product  introductions, market conditions and competitive environment could
affect  previous  projections.
Environmental  Matters:  The nature of the Corporation's operations and products
exposes  it  to  the risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  As such, the Corporation is subject to extensive U.S. and
foreign  laws  and  regulations  relating to environmental protection and worker
health  and safety, including those governing: discharges of pollutants into the
air  and  water; the management and disposal of hazardous substances and wastes;
and  the  cleanup of contaminated properties.  The Corporation has incurred, and
will  continue to incur, significant costs and capital expenditures in complying
with  these  laws  and  regulations.  The  Corporation  could  incur significant
additional  costs,  including cleanup costs, fines and sanctions and third-party
claims,  as  a  result of violations of or liabilities under environmental laws.
In  order  to ensure compliance with applicable environmental, health and safety
laws  and regulations, the Corporation maintains a disciplined environmental and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.  It  is  the  Corporation's policy to review
these  environmental issues in light of historical experience and to reserve for
those  that  both  a  liability  has  become probable and the cost is reasonably
estimable, in accordance with Statement of Financial Accounting Standards No. 5,
"Accounting  for  Contingencies".

Employee  Benefit  Plans:  The Corporation sponsors a defined benefit plan and a
retirement  medical benefit plan for its domestic employees providing retirement
benefits  based  upon years of service and compensation levels.  The Corporation
also  sponsored  a  defined  benefit plan for its United Kingdom based employees
employed at its Canning subsidiary that was frozen as of April 6, 1997, when the
plan  was  converted from a defined benefit plan to a defined contribution plan.
The  projected benefit obligations and pension expenses from both of these plans
is  dependent  upon  various factors such as the discount rate, actual return on
plan  assets  and  the  funding of the plan.  Management can neither predict the
future interest rate environment, which directly impacts the selection of future
discount  rates,  nor  predict  future  asset returns that the pension plan will
experience.  Changes  in  these  assumptions will effect current year and future
year pension expense and the projected benefit obligation.  Management estimates
that  a  50  basis point drop in the discount rate for the valuation at December
31, 2003, will increase the plan's projected benefit obligation by approximately
$4,500  and  increase  the  plan's  pension  expense  by  approximately  $1,000.
However,  these  increases  could  be  offset by other factors such as favorable
asset  experience  or  additional  cash  contributions  to  the  plan.
NEW  ACCOUNTING  STANDARDS
In January 2003, the FASB issued Statement of Financial Accounting Standards No.
148,  Accounting  for  Stock-based  Compensation  -  Transition  and  Disclosure
(SFAS148)  which amends SFAS123 to provide alternative methods of transition for
enterprises  that elect to change to the SFAS123 fair value method of accounting
for  stock-based  employee compensation.  Since the Corporation adopted the fair
value  method  of  accounting  for  stock-based  employee  compensation  for the
reporting year ended December 31, 2001, the alternative methods of transition to
that  method  provided  by  SFAS148  do  not  have  any  effect on its financial
statements.  SFAS148  also  amends  the  disclosure  requirements  of SFAS123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect of the method used on reported results.  The required interim disclosures
have  been provided in Stock-Based Plans, Note 4 to these consolidated condensed
financial  statements.
Statement  of  Financial  Accounting  Standards  No.  143,  Accounting for Asset
Retirement  Obligations  (SFAS143)  addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the  associated  asset  retirement costs.  SFAS143 requires recognition of asset
retirement  obligations as a liability rather than a contra-asset.  The adoption
of  SFAS143,  effective  January 1, 2003, did not have an impact on the carrying
amount  of  the  Corporation's  long-lived  assets  or  liabilities.
Statement  of  Financial  Accounting  Standards  No.  145,  Rescission  of  FASB
Statements  No.  4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections  (SFAS145)  among  other things, rescinds SFAS No. 4, which required
all  gains  and  losses  from  the extinguishment of debt to be classified as an
extraordinary  item  and  amends  SFAS  No.  13  to  require  that certain lease
modifications  that have economic effects similar to sale-leaseback transactions
be  accounted  for  in  the  same  manner  as  sale-leaseback transactions.  The
adoption  of  SFAS145,  effective January 1, 2003, did not have an impact on the
Corporation's  financial  statements.
Statement  of  Financial  Accounting  Standards  No.  146,  Accounting for Costs
Associated  with  Exit  or  Disposal  Activities (SFAS146) requires companies to
recognize  costs associated with exit or disposal activities when a liability is
incurred  rather  than  at the date of a commitment to an exit or disposal plan.
The provisions of SFAS146 are effective for exit or disposal activities that are
initiated  after  December 31, 2002.  The adoption of SFAS146, effective January
1,  2003,  did  not  have  an  impact on the Corporation's financial statements.
Interpretation No. 45 (FIN45) Guarantor's Accounting and Disclosure Requirements
for  Guarantees,  Including Indirect Guarantees of Indebtedness of Others, which
requires  that  a  liability  be  recorded in the guarantor's balance sheet upon
issuance  of  a  guarantee.  In  addition,  FIN45 requires disclosures about the
guarantees  that  an  entity has issued, including product warranty liabilities.
The  Corporation  does  not maintain any warranty expense or related liabilities
for  its  core  specialty  chemicals business.  Warranties for certain ancillary
businesses are not material.  The Corporation adopted FIN45 at December 31, 2002
and  it did not have a material effect on its consolidated financial statements.

In  January  2003,  the FASB issued FIN No. 46 (FIN46) Consolidation of Variable
Interest  Entities  and  Interpretation  of Accounting Research Bulletin No. 51.
FIN46  requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary  of the entity if the equity investors in the entity do not
have  the  characteristics  of  a  controlling financial interest or do not have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  subordinated  financial  support  from  other  parties.  FIN46  is
effective  for  all  new  variable  interest  entities created or acquired after
January  31,  2003.  The  Corporation does not expect that the adoption of FIN46
will  have  a  significant  effect  on  its  consolidated  financial statements.
ENVIRONMENTAL  and  LEGAL  MATTERS
Environmental  Issues:  The  nature  of  the  Corporation's  operations,  as
manufacturers and distributors of specialty chemicals and systems, and products,
including  raw  materials,  expose  it to the risk of liabilities or claims with
respect to environmental cleanup or other matters, including those in connection
with  the  disposal of hazardous materials.  As such, the Corporation is subject
to  extensive  U.S.  and  foreign laws and regulations relating to environmental
protection  and  worker health and safety, including those governing: discharges
of  pollutants  into the air and water; the management and disposal of hazardous
substances  and  wastes;  and  the  cleanup  of  contaminated  properties.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites  acquired in the December 1998 acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase price payment of approximately $2.0 million.  The Corporation estimates
the  range  of  cleanup costs at its Canning sites between $2.0 million and $5.0
million.  Investigations  into the extent of contamination, however, are ongoing
with  respect  to  some  of  these  sites.  To  the  extent  the  Corporation's
liabilities  exceed  $2.0  million,  it  may  be  entitled  to  additional
indemnification  payments.  Such  recovery  may be uncertain, however, and would
likely  involve  significant  litigation  expense.  The  Corporation  does  not
anticipate  that  it  will  be  materially affected by environmental remediation
costs,  or  any related claims, at any contaminated sites, including the Canning
sites.  It is difficult, however, to predict the final costs and timing of costs
of  site  remediation.  Ultimate  costs  may  vary  from  current  estimates and
reserves,  and  the discovery of additional contaminants at these or other sites
or  the  imposition  of  additional  cleanup  obligations, or third-party claims
relating  thereto,  could  result  in  significant  additional  costs.
Legal  Proceedings:  On  January  30,  1997,  the  Corporation was served with a
subpoena  from  a federal grand jury in Connecticut requesting certain documents
relating  to  an  accidental  spill  from  its  Huntingdon  Avenue,  Waterbury,
Connecticut  facility  that  occurred  in  November of 1994, together with other
information  relating  to  operations  and  compliance  at the Huntingdon Avenue
facility.  The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal  Clean  Water  Act  pertaining to its wastewater handling practices.  In
addition,  two  of  the  Corporation's  former  employees,  who  worked  at  the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals were sentenced to fines of $25 thousand and $10 thousand and 2 years
probation,  as  well  as  community  service.  In a separate matter, on July 26,
1999,  the  Corporation  was  named in a civil lawsuit commenced in the Superior
Court  of  the  State  of  Connecticut  brought by the Connecticut Department of
Environmental  Protection  alleging  various  compliance  violations  at  its
Huntingdon  Avenue  and  Freight Street locations between the years 1992 through
1998  relating  to  wastewater discharges and the management of waste materials.
The  complaint  alleges violations of its permits issued under the Federal Clean
Water Act and the Resource Conservation and Recovery Act, as well as procedural,
notification  and  other requirements of Connecticut's environmental regulations
over  the  foregoing  period  of  time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated was required to pay fines and penalties
totaling $2.5 million, without interest, over six quarterly installments.  As of
March  31, 2003, the Corporation has paid the entire $2.5 million.  In addition,
the Corporation was required to pay $1.5 million to various local charitable and
environmental  organizations  and causes.  As of March 31, 2003, the Corporation
has  paid  $1.4  million and a final payment for these donations of $0.1 million
was  paid  on  April 30, 2003.  The Corporation has been placed on probation for
two  years  and  will  perform  certain  environmental  audits, as well as other
environmentally  related  actions.  The  Corporation  had  recorded  liabilities
during  the  negotiation  period  and  therefore  its  results of operations and
financial  position  were  not  affected  by  these  arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse  effect  on  its  financial  position  or  results  of  operations.
FORWARD-LOOKING  STATEMENTS
This  report  and  other  Corporation reports include forward-looking statements
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
These  statements  relate  to  analyses  and  other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.  The  words  "anticipate,"  "believe,"  "could,"
"estimate,"  "expect," "intend," "may," "plan," "predict," "project," "will" and
similar  terms  and phrases, including references to assumptions, have been used
to  identify  forward-looking  statements.  These forward-looking statements are
made  based  on  management's  expectations and beliefs concerning future events
affecting  the Corporation and are subject to uncertainties and factors relating
to  its  operations  and  business  environment,  all  of which are difficult to
predict  and  many  of  which  are  beyond  its control, that could cause actual
results to differ materially from those matters expressed in or implied by these
forward-looking statements. The following factors are among those that may cause
actual  results  to  differ  materially  from  the  forward-looking  statements:
acquisitions  and  dispositions,  environmental  liabilities, changes in general
economic,  business  and  industry  conditions,  changes in current advertising,
promotional  and  pricing levels, changes in political and social conditions and
local  regulations,  foreign  currency  fluctuations,  inflation,  significant
litigation; changes in sales mix, competition, disruptions of established supply
channels,  degree of acceptance of new products, difficulty of forecasting sales
at  various  times in various markets, the availability, terms and deployment of
capital,  and  the  other  factors  discussed  elsewhere  in  this  report.
All  forward-looking  statements should be considered in light of these factors.
The Corporation undertakes no obligation to update forward-looking statements or
risk  factors  to  reflect  new  information,  future  events  or  otherwise.

ITEM  3:
                    Quantitative and Qualitative Disclosures
                                About Market Risk
Refer  to  the  notes to the consolidated condensed financial statements, Market
Risk,  Note  10.
ITEM  4:
                             Controls and Procedures
The  Corporation's principle executive and financial officers have evaluated the
effectiveness  of  the  Corporation's  disclosure  controls  and  procedures (as
defined  in  Rule  13a-14(c)  under the Securities Exchange Act of 1934) as of a
date  within  90  days  of the filing of this report.  Based on that evaluation,
they  have  concluded  that the Corporation's disclosure controls and procedures
are  adequate  and  effective.  There  have  been  no significant changes in the
Corporation's  internal  controls  or  in other factors that could significantly
affect internal controls subsequent to the date they completed their evaluation.
PART  II.  OTHER  INFORMATION
ITEM  1  :  Legal  Proceedings
Refer  to  the  notes  to  the  consolidated  condensed  financial  statements,
Contingencies  and  Legal  Matters,  Note  11.
ITEM  2  :  Changes  in  Securities  and  Use  of  Proceeds
     None.
ITEM  3  :  Defaults  Upon  Senior  Securities
     None.
ITEM  4  :  Submission  of  Matters  to  a  Vote  of  Security  Holders
None.
ITEM  5  :  Other  Information
     None.
ITEM  6(a)  :  Exhibits
6(a).1 The Corporation filed a Form S-3 Shelf Registration on February 27, 2003.
The  Form  S-3  is  incorporated  by  reference  herein.
6(a).2  On  March  27,  2003,  the  Corporation filed its Form 10-K/A to provide
additional  disclosure regarding non-GAAP references contained in the Message to
Shareholders  attached  as  exhibit  13  to  its  Form  10K.  The  Form 10K/A is
incorporated  by  reference  herein.
6(a).3  The Corporation signed a new Credit Agreement with Bank of America, N.A.
on  April  28,  2003,  which  is  included  as  Exhibit  4  to  this  filing.
6(a).4 Signature page for certifications under Section 906 of the Sarbanes-Oxley
Act  of  2002  is  included  as  Exhibit  99  to  this  filing.
ITEM  6(b)  :  Reports  on  Form  8-K
On  May  7,  2003, the Corporation filed its Form 8-K to disclose a purchase and
sale agreement had been signed with Citicorp Venture Capital Ltd ("CVC") for the
Corporation  to  purchase all of CVC's common shares of MacDermid, Incorporated.
The  Form  8-K  is  incorporated  by  reference  herein.

<PAGE>

                                   SIGNATURES



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


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






Date:  May  15,  2003     /s/  Daniel  H.  Leever
       --------------     -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
        Chief  Executive  Officer






Date:  May  15,  2003     /s/  Gregory  M.  Bolingbroke
       --------------     -----------------------------

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




                    PRINCIPLE FINANCIAL OFFICER CERTIFICATION



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




Date:  May  15,  2003     /  s  /  Gregory  M.  Bolingbroke
       --------------     ---------------------------------

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


                    PRINCIPLE EXECUTIVE OFFICER CERTIFICATION



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




Date:  May  15,  2003      /s/  Daniel  H.  Leever
       --------------      -----------------------

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

<PAGE>



EXHIBIT  99
          STATEMENT UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



The  undersigned  officers of MacDermid, Incorporated ("the Corporation") hereby
certify  that,  as  of  the  date of this statement, the Corporation's quarterly
report  on  Form  10Q  for  the period ended March 31, 2003 ("the Report") fully
complies  with  the requirements of section 13(a) of the Securities Exchange Act
of  1934  and  that  information contained in the Report fairly presents, in all
material  respects,  the financial condition and results of operations as of and
for  the  three  month  period  ended  March  31,  2003.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of 2002.  This statement is not "filed" for the purposes of
Section  18  of  the Securities Exchange Act of 1934 or otherwise subject to the
liabilities  of  that  Act  or  any  other  federal  or state law or regulation.







Date:  May  15,  2003     /s/  Daniel  H.  Leever
       --------------     -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
        Chief  Executive  Officer





Date:  May  15,  2003     /s/  Gregory  M.  Bolingbroke
       --------------     -----------------------------

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