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

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED  DECEMBER 31, 2000

                         COMMISSION FILE NUMBER  0-2413

                             MACDERMID, INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    CONNECTICUT                             06-0435750
          (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

           245 FREIGHT STREET, WATERBURY, CONNECTICUT            06702
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (203) 575-5700

                                         NONE                         .
         FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
                               SINCE LAST REPORT.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO  BE  FILED  BY SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
DURING  THE  PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS  REQUIRED  TO  FILE  SUCH  REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS  FOR  THE  PAST  90  DAYS.

YES   X     NO         .

INDICATE  THE  NUMBER  OF  SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON  STOCK,  AS  OF  THE  LATEST  PRACTICABLE  DATE.

                      CLASS          OUTSTANDING  AT  FEBRUARY  1,  2001
     COMMON  STOCK,  NO  PAR  VALUE                       31,152,054  SHARES
<TABLE>
<CAPTION>

                             MACDERMID, INCORPORATED
                                      INDEX

                                       PAGE NO.


<S>                                                            <C>

PART I.   FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS
        CONSOLIDATED CONDENSED BALANCE SHEETS -
        DECEMBER 31, 2000 AND MARCH 31, 2000. . . . . . . . .      2
                                                               -----
        CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
        AND RETAINED EARNINGS - NINE AND THREE MONTHS
        ENDED DECEMBER 31, 2000 AND 1999. . . . . . . . . . .      3
                                                               -----
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS -
        NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999. . . . .      4
                                                               -----
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.    5-9
                                                               -----
   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS  10-14
                                                               -----
   ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK . . . . . . . . . . . . . .     14
                                                               -----
PART II.   OTHER INFORMATION. . . . . . . . . . . . . . . . .  14-15
                                                               -----
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . .     16
-------------------------------------------------------------  -----
</TABLE>



<TABLE>
<CAPTION>

                                                    MACDERMID, INCORPORATED
                                             CONSOLIDATED CONDENSED BALANCE SHEETS
                                     (AMOUNTS IN THOUSANDS OF DOLLARS EXCEPT SHARE AMOUNTS)

                                                                                               DECEMBER 31,    MARCH 31,
                                                                                                  2000           2000
                                                                                               ---------       --------
ASSETS                                                                                         (UNAUDITED)     (AUDITED)
                                                                                      ---------------------  ------------

CURRENT ASSETS:
<S>                                                   <C>                         <C>                       <C>
   CASH AND CASH EQUIVALENTS                                                      $                17,732   $ 20,116
                                                                                  ------------------------  ---------
   ACCOUNTS AND NOTES RECEIVABLE (NET OF
   ALLOWANCE FOR DOUBTFUL RECEIVABLES OF
   $12,394 AND $10,541)                                                                           195,827    180,629
                                                                                  ------------------------  ---------
   INVENTORIES
     FINISHED GOODS                                                                                67,301     65,338
                                                                                  ------------------------  ---------
     RAW MATERIALS                                                                                 68,432     50,264
                                                                                  ------------------------  ---------

   PREPAID EXPENSES                                                                                 9,656      6,976
                                                                                  ------------------------  ---------
   DEFERRED INCOME TAX ASSET                                                                        4,509      9,115
                                                                                  ------------------------  ---------
               TOTAL CURRENT ASSETS                                                               363,457    332,438
                                                                                  ------------------------  ---------

PROPERTY, PLANT & EQUIPMENT (NET OF ACCUMULATED
   DEPRECIATION OF $114,475 AND $99,172)                                                          164,994    154,149
                                                                                  ------------------------  ---------
GOODWILL (NET OF ACCUMULATED AMORTIZATION OF
   $32,655 AND $25,332)                                                                           223,468    206,848
                                                                                  ------------------------  ---------
INTANGIBLES, INCLUDING PATENTS/TRADEMARKS (NET OF
   ACCUMULATED AMORTIZATION OF $34,672 AND $28,109)                                                66,050     54,891
                                                                                  ------------------------  ---------
OTHER ASSETS                                                                                       50,942     42,166
                                                                                  ------------------------  ---------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   NOTES PAYABLE                                                                  $                 5,909   $  4,561
                                                                                  ------------------------  ---------
   CURRENT INSTALLMENTS OF LONG-TERM OBLIGATIONS                                                   58,187     46,349
                                                                                  ------------------------  ---------
   ACCOUNTS & DIVIDENDS PAYABLE                                                                    71,266     63,545
                                                                                  ------------------------  ---------
   ACCRUED EXPENSES                                                                                69,613     70,698
                                                                                  ------------------------  ---------
   INCOME TAXES                                                                                    12,933     13,967
                                                                                  ------------------------  ---------
       TOTAL CURRENT LIABILITIES                                                                  217,908    199,120
                                                                                  ------------------------  ---------

LONG-TERM OBLIGATIONS                                                                             402,960    360,348
                                                                                  ------------------------  ---------
ACCRUED POSTRETIREMENT & POSTEMPLOYMENT BENEFITS                                                    7,440      7,239
                                                                                  ------------------------  ---------
DEFERRED INCOME TAXES                                                                               3,625     10,531
                                                                                  ------------------------  ---------

SHAREHOLDERS' EQUITY
   COMMON STOCK STATED VALUE $1 PER SHARE                                                          45,409     45,412
                                                                                  ------------------------  ---------
   ADDITIONAL PAID-IN CAPITAL                                                                      13,900     13,866
                                                                                  ------------------------  ---------
   RETAINED EARNINGS                                                                              245,472    217,149
                                                                                  ------------------------  ---------
   COMPREHENSIVE INCOME EQUITY ADJUSTMENTS: (NOTE 5)
     CUMULATIVE FOREIGN CURRENCY TRANSLATION                                                       (9,496)    (5,062)
                                                                                  ------------------------  ---------
   LESS: COST OF 14,277,610 AND 14,267,816
     COMMON SHARES IN TREASURY (NOTE 3)                                                           (58,307)   (58,111)
                                                                                  ------------------------  ---------
        TOTAL SHAREHOLDERS' EQUITY                                                                236,978    213,254
                                                                                  ------------------------  ---------
                                                                                                 $868,911   $790,492
                                                                                                 ---------  --------
<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)

                                                               NINE MONTHS ENDED     THREE MONTHS ENDED

                                                                   DECEMBER 31,         DECEMBER 31,
                                                                  --------------      --------------

                                                        2000            1999           2000          1999
                                                   --------------  --------------  ------------  ------------
<S>                                                <C>             <C>             <C>           <C>
NET SALES . . . . . . . . . . . . . . . . . . . .  $     580,864   $     566,256   $   196,481   $   201,546
                                                   --------------  --------------  ------------  ------------

COST AND EXPENSES:
   COST OF SALES. . . . . . . . . . . . . . . . .        315,334         296,979       110,950       106,590
                                                   --------------  --------------  ------------  ------------
   SELLING, TECHNICAL, ADMINISTRATIVE
      EXPENSES (NOTE 7) . . . . . . . . . . . . .        175,471         172,884        60,702        64,273
                                                   --------------  --------------  ------------  ------------
   AMORTIZATION . . . . . . . . . . . . . . . . .         15,774          13,318         5,339         4,452
                                                   --------------  --------------  ------------  ------------
   INTEREST INCOME. . . . . . . . . . . . . . . .         (1,414)           (568)         (508)         (189)
                                                   --------------  --------------  ------------  ------------
   INTEREST EXPENSE . . . . . . . . . . . . . . .         25,587          24,483         8,592         7,999
                                                   --------------  --------------  ------------  ------------
   OTHER (INCOME) EXPENSE - NET . . . . . . . . .          2,339           1,228           279           865
                                                   --------------  --------------  ------------  ------------
                                                         533,091         508,324       185,354       183,990
                                                   --------------  --------------  ------------  ------------

EARNINGS BEFORE TAXES AND EXTRAORDINARY ITEM. . .         47,773          57,932        11,127        17,556
                                                   --------------  --------------  ------------  ------------
INCOME TAXES. . . . . . . . . . . . . . . . . . .         17,581          21,546         4,095         7,367
                                                   --------------  --------------  ------------  ------------
NET EARNINGS BEFORE EXTRAORDINARY ITEM. . . . . .         30,192          36,386         7,032        10,189
                                                   --------------  --------------  ------------  ------------
EXTRAORDINARY CHARGE FOR EARLY
   RETIREMENT OF DEBT, NET OF $2,305 TAX BENEFIT.              -          (3,762)            -        (3,762)
                                                   --------------  --------------  ------------  ------------
NET EARNINGS. . . . . . . . . . . . . . . . . . .         30,192          32,624         7,032         6,427
                                                   --------------  --------------  ------------  ------------

RETAINED EARNINGS, BEGINNING OF PERIOD. . . . . .        217,149         171,740       239,063       196,931
                                                   --------------  --------------  ------------  ------------
CASH DIVIDENDS DECLARED . . . . . . . . . . . . .         (1,869)         (1,509)         (623)         (503)
                                                   --------------  --------------  ------------  ------------
RETAINED EARNINGS, END OF PERIOD. . . . . . . . .  $     245,472   $     202,855   $   245,472   $   202,855
                                                   --------------  --------------  ------------  ------------


NET EARNINGS PER COMMON SHARE (NOTE 4):
BASIC
   EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM .  $        0.97   $        1.17   $      0.23   $      0.33
                                                   --------------  --------------  ------------  ------------
   EXTRAORDINARY ITEM PER SHARE . . . . . . . . .  $           -   $       (0.12)  $         -   $     (0.12)
                                                   --------------  --------------  ------------  ------------
   BASIC EARNINGS PER COMMON SHARE. . . . . . . .  $        0.97   $        1.05   $      0.23   $      0.21
                                                   --------------  --------------  ------------  ------------
DILUTED
   EARNINGS PER SHARE BEFORE EXTRAORDINARY ITEM .  $        0.93   $        1.12   $      0.22   $      0.32
                                                   --------------  --------------  ------------  ------------
      EXTRAORDINARY ITEM PER SHARE. . . . . . . .  $           -   $       (0.12)  $         -   $     (0.12)
                                                   --------------  --------------  ------------  ------------
      DILUTED EARNINGS PER COMMON SHARE . . . . .  $        0.93   $        1.00   $      0.22   $      0.20
                                                   --------------  --------------  ------------  ------------

CASH DIVIDENDS PER COMMON SHARE . . . . . . . . .  $        0.06   $        0.06   $      0.02   $      0.02
                                                   --------------  --------------  ------------  ------------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   BASIC. . . . . . . . . . . . . . . . . . . . .     31,153,318      31,155,702    31,152,532    31,155,924
                                                   --------------  --------------  ------------  ------------
   DILUTED. . . . . . . . . . . . . . . . . . . .     32,402,219      32,429,765    32,397,214    32,429,502
-------------------------------------------------  --------------  --------------  ------------  ------------
<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)

                                                                NINE MONTHS ENDED DECEMBER 31,
                                                               --------------------------------
                                                                      2000                  1999
                                                        --------------------------------  ---------
<S>                                                     <C>                               <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES . . . . . . .  $                        39,665   $ 49,053
                                                        --------------------------------  ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
   CAPITAL EXPENDITURES. . . . . . . . . . . . . . . .                          (10,533)   (18,935)
                                                        --------------------------------  ---------
   PROCEEDS FROM DISPOSITION OF FIXED ASSETS . . . . .                            4,591      1,186
                                                        --------------------------------  ---------
   SALE OF AVAILABLE-FOR-SALE SECURITIES . . . . . . .                                -      1,147
                                                        --------------------------------  ---------
   DEPOSIT ON INVESTMENT . . . . . . . . . . . . . . .                          (13,594)         -
                                                        --------------------------------  ---------
   ACQUISITIONS OF BUSINESS (NOTE 2) . . . . . . . . .                          (57,280)   (16,001)
                                                        --------------------------------  ---------
   PROCEEDS FROM SALE OF BUSINESS. . . . . . . . . . .                              550      9,089
                                                        --------------------------------  ---------

   NET CASH FLOWS USED IN INVESTING ACTIVITIES . . . .                          (76,266)   (23,514)
                                                        --------------------------------  ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
   SHORT-TERM (REPAYMENTS) / BORROWINGS. . . . . . . .                           (9,949)    (5,949)
                                                        --------------------------------  ---------
   LONG-TERM BORROWINGS. . . . . . . . . . . . . . . .                           84,244     17,350
                                                        --------------------------------  ---------
   LONG-TERM REPAYMENTS. . . . . . . . . . . . . . . .                          (37,352)   (22,845)
                                                        --------------------------------  ---------
   PURCHASE OF TREASURY SHARES . . . . . . . . . . . .                             (196)         -
                                                        --------------------------------  ---------
   DIVIDENDS PAID. . . . . . . . . . . . . . . . . . .                           (1,869)    (1,509)
                                                        --------------------------------  ---------

   NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES.                           34,878    (12,953)
                                                        --------------------------------  ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
    AND CASH EQUIVALENTS . . . . . . . . . . . . . . .                             (661)      (844)
                                                        --------------------------------  ---------

   NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . .                           (2,384)    11,742
                                                        --------------------------------  ---------

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . .                           20,116     17,628
                                                        --------------------------------  ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . .  $                        17,732   $ 29,370
                                                        --------------------------------  ---------



CASH PAID FOR INTEREST . . . . . . . . . . . . . . . .  $                        25,195   $ 22,391
                                                        --------------------------------  ---------

CASH PAID FOR INCOME TAXES . . . . . . . . . . . . . .  $                        15,204   $ 22,865
------------------------------------------------------  --------------------------------  ---------
<FN>

               SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
</TABLE>


                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (AMOUNTS IN THOUSANDS OF DOLLARS)

NOTE  1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     THE  MARCH  31, 2000 CONDENSED CONSOLIDATED BALANCE SHEET AMOUNTS HAVE BEEN
DERIVED
FROM  THE  PREVIOUSLY  AUDITED  CONSOLIDATED  BALANCE  SHEETS  OF  MACDERMID,
INCORPORATED  (THE  CORPORATION).  THE  BALANCE  OF  THE  CONDENSED  FINANCIAL
INFORMATION  REFLECTS  ALL  ADJUSTMENTS WHICH ARE, IN THE OPINION OF MANAGEMENT,
NECESSARY  FOR  A  FAIR  PRESENTATION  OF  THE  FINANCIAL  POSITION,  RESULTS OF
OPERATIONS  AND CASH FLOWS FOR THE INTERIM PERIODS PRESENTED AND ARE OF A NORMAL
RECURRING  NATURE  UNLESS  OTHERWISE  DISCLOSED  IN THIS REPORT.  THE RESULTS OF
OPERATIONS FOR THE NINE AND THREE MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999
ARE  NOT  NECESSARILY INDICATIVE OF  TRENDS OR OF THE RESULTS TO BE EXPECTED FOR
THE  FULL  YEAR.  THE STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE NOTES TO
THE  CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE CORPORATION'S 2000 ANNUAL
REPORT.

NOTE  2.     ACQUISITIONS
     ON  JUNE  13, 2000, THE CORPORATION ACQUIRED THE ASSETS, SUBJECT TO CERTAIN
LIABILITIES, OF THE DIGITAL GRAPHICS BUSINESS UNIT OF VIRTUALFUND.COM, INC.  THE
PURCHASE PRICE OF $47,000 WAS PAID AT CLOSING BY BORROWING ON AN EXISTING CREDIT
FACILITY WITH BANK OF AMERICA, N.A.  THERE IS ACTIVITY INCLUDED IN THE CONDENSED
CONSOLIDATED  STATEMENT  OF  EARNINGS  AND  RETAINED  EARNINGS  FOR THE ACQUIRED
BUSINESS  SINCE  THE  JUNE  13,  2000  CLOSING  DATE.  THE  RELATED  CONDENSED
CONSOLIDATED  BALANCE  SHEET  AT DECEMBER 31, 2000 DISPLAYS INCREASED ASSETS AND
LIABILITIES  PRIMARILY  DUE  TO  THIS TRANSACTION.  THE AMOUNTS RECORDED FOR THE
ASSETS  AND LIABILITIES ACQUIRED, USING PURCHASE ACCOUNTING, INCLUDE GOODWILL OF
APPROXIMATELY  $25,000  AND OTHER INTANGIBLES OF APPROXIMATELY $17,000 WHICH ARE
BEING  AMORTIZED OVER FIFTEEN YEARS AND ARE SUBJECT TO ADJUSTMENT WHENEVER FINAL
EVALUATIONS  ARE  COMPLETED.  ANY  SUCH  ADJUSTMENTS  ARE  NOT  EXPECTED  TO  BE
MATERIAL.

     THE  CORPORATION  ESTABLISHED  PURCHASE  LIABILITIES  (INCLUDED  IN ACCRUED
EXPENSES)  IN FISCAL YEAR 1999 WHEN RECORDING THE ACQUISITION OF W.CANNING, PLC.
THE  REORGANIZATION  OF  EMPLOYEES  HAS  BEEN  COMPLETED.  THE REORGANIZATION OF
FACILITIES  IS  PROCEEDING  AS  PLANNED.  FIVE  FACILITIES HAVE BEEN CLOSED WITH
THOSE  ACTIVITIES ASSIMILATED ELSEWHERE.  NEGOTIATIONS ARE ONGOING REGARDING THE
ELIMINATION  OF  LEASED  FACILITIES  AND SALE OF OWNED FACILITIES, NONE OF WHICH
HAVE  CLOSED  AT  PRESENT.  THE  FOLLOWING TABLE SUMMARIZES THE ACTIVITY TO THIS
ACCOUNT  FOR  THE  NINE  MONTH  PERIOD  ENDED  DECEMBER  31,  2000.

<TABLE>
<CAPTION>



               BEGINNING OF YEAR   PAYMENTS  END OF PERIOD
               ------------------  --------  --------------
<S>            <C>                 <C>       <C>

FACILITIES. .  $            2,383       212  $        2,171
               ------------------  --------  --------------
REDUNDANCIES.                 330       296              34
               ------------------  --------  --------------
ENVIRONMENTAL               1,880         0           1,880
               ------------------  --------  --------------
   TOTAL. . .  $            4,593       508  $        4,085
-------------  ------------------  --------  --------------
</TABLE>





NOTE  3.     STOCK  REPURCHASE  AUTHORIZATION
     ON  JULY  22,  1998  THE  BOARD  OF DIRECTORS AUTHORIZED THE CORPORATION TO
PURCHASE  UP TO 1,000,000 SHARES OF ITS COMMON STOCK.  ON FEBRUARY 17, 1999, THE
BOARD  OF  DIRECTORS  REDUCED THIS AUTHORIZATION TO 200,000 SHARES.  AT DECEMBER
31, 2000, THERE REMAINED AUTHORIZATION TO PURCHASE APPROXIMATELY 184,000 SHARES.
SUCH ADDITIONAL SHARES MAY BE ACQUIRED THROUGH PRIVATELY NEGOTIATED TRANSACTIONS
OR  ON  THE  OPEN MARKET FROM TIME TO TIME.  ANY FUTURE REPURCHASES BY MACDERMID
WILL  DEPEND  ON  VARIOUS FACTORS, INCLUDING THE MARKET PRICE OF THE SHARES, THE
CORPORATION'S  BUSINESS  AND  FINANCIAL POSITION AND GENERAL ECONOMIC AND MARKET
CONDITIONS.  ADDITIONAL  SHARES  ACQUIRED PURSUANT TO SUCH AUTHORIZATION WILL BE
HELD  IN THE CORPORATION'S TREASURY AND WILL BE AVAILABLE FOR THE CORPORATION TO
ISSUE  FOR VARIOUS CORPORATE PURPOSES WITHOUT FURTHER SHAREHOLDER ACTION (EXCEPT
AS  REQUIRED  BY APPLICABLE LAW OR THE RULES OF ANY SECURITIES EXCHANGE ON WHICH
THE  SHARES  ARE  THEN  LISTED).

NOTE  4.     EARNINGS  PER  COMMON  SHARE
     THE  COMPUTATION  OF  BASIC  EARNINGS  PER SHARE IS BASED UPON THE WEIGHTED
AVERAGE  NUMBER  OF  OUTSTANDING  COMMON  SHARES.  THE  COMPUTATION  OF  DILUTED
EARNINGS  PER  SHARE  IS  BASED  UPON THE WEIGHTED AVERAGE NUMBER OF OUTSTANDING
COMMON  SHARES PLUS THE EFFECT OF ALL DILUTIVE POTENTIAL COMMON SHARES THAT WERE
OUTSTANDING  DURING  THE PERIOD. EARNINGS PER SHARE IS CALCULATED BASED UPON NET
EARNINGS  AVAILABLE  FOR  COMMON  SHAREHOLDERS.

NOTE  5.     COMPREHENSIVE  INCOME
THE  COMPONENTS  OF  COMPREHENSIVE  INCOME  FOR THE NINE AND THREE MONTH PERIODS
ENDED  DECEMBER  31,  2000  AND  1999  ARE  AS  FOLLOWS:
<TABLE>
<CAPTION>


                                                         NINE MONTHS ENDED   THREE MONTHS ENDED
                                                             DECEMBER  31,     DECEMBER  31,
                                                            -------------     -------------


                                                            2000     1999     2000     1999
                                                          --------  -------  -------  ------
<S>                                                       <C>       <C>      <C>      <C>
NET EARNINGS . . . . . . . . . . . . . . . . . . . . . .  $30,192   $32,624  $7,032   $6,427
                                                          --------  -------  -------  ------
                 OTHER COMPREHENSIVE INCOME:
                   CUMULATIVE FOREIGN CURRENCY
                     TRANSLATION ADJUSTMENT. . . . . . .   (4,434)    4,694    (861)     485
                                                          --------  -------  -------  ------
                   AVAILABLE-FOR-SALE SECURITIES
                     UNREALIZED HOLDING GAIN(NET OF TAX)        -       174       -        -
                                                          --------  -------  -------  ------
                 COMPREHENSIVE INCOME. . . . . . . . . .  $25,758   $37,492  $6,171   $6,912
--------------------------------------------------------  --------  -------  -------  ------
</TABLE>



NOTE  6.     SEGMENT  REPORTING
THE  CORPORATION  PROVIDES  DEVELOPMENT, MANUFACTURE AND TECHNICAL SERVICE FOR A
LARGE  VARIETY  OF  SPECIALTY  CHEMICAL  PROCESSES  AND RELATED EQUIPMENT IN TWO
REPORTABLE OPERATING SEGMENTS: ADVANCED SURFACE FINISHES AND GRAPHIC ARTS. THESE
TWO  SEGMENTS  UNDER  WHICH  THE  CORPORATION  OPERATES ON A WORLDWIDE BASIS ARE
MANAGED  SEPARATELY  AS EACH SEGMENT HAS DIFFERENCES IN TECHNOLOGY AND MARKETING
STRATEGIES.  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 THE BUSINESS SEGMENTS 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 TWO
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  EVALUATED  BEFORE
AMORTIZATION  OF  INTANGIBLE  ASSETS  AND  NON-RECURRING  CHARGES.  THE BUSINESS
SEGMENT  IDENTIFIABLE  ASSETS  EXCLUDE  DEFERRED  TAX  ASSETS,  EQUITY  METHOD
INVESTMENTS  AND  CERTAIN  OTHER LONG TERM ASSETS NOT ASSOCIATED WITH SUPPORT OF
THE  OPERATIONS.
NOTE  6.     SEGMENT  REPORTING  (CONTINUED)
<TABLE>
<CAPTION>

            SEGMENT  RESULTS  OF  OPERATIONS:


                                                                                   THREE MONTHS ENDED
                                                  NINE MONTHS ENDED DECEMBER 31,    DECEMBER 31,
                                                --------------------------------  --------------
                                               2000                     1999         2000       1999
                                 --------------------------------  --------------  ---------  ---------
<S>                              <C>                               <C>             <C>        <C>
NET SALES
  ADVANCED SURFACE FINISHES . .  $                       348,294   $     344,944   $119,366   $123,599
                                 --------------------------------  --------------  ---------  ---------
  GRAPHIC ARTS. . . . . . . . .                          232,570         221,312     77,115     77,947
                                 --------------------------------  --------------  ---------  ---------
    CONSOLIDATED NET SALES. . .  $                       580,864   $     566,256   $196,481   $201,546
                                 --------------------------------  --------------  ---------  ---------
OPERATING INCOME
  ADVANCED SURFACE FINISHES . .  $                        62,417   $      59,504   $ 21,333   $ 20,401
                                 --------------------------------  --------------  ---------  ---------
  GRAPHIC ARTS. . . . . . . . .                           34,704          44,005      8,111     16,366
                                 --------------------------------  --------------  ---------  ---------
  RESTRUCTURING EXPENSE . . . .                           (5,589)              -     (4,615)         -
                                 --------------------------------  --------------  ---------  ---------
  MERGER EXPENSE. . . . . . . .                           (1,473)         (7,116)         -     (6,084)
                                 --------------------------------  --------------  ---------  ---------
  AMORTIZATION EXPENSE. . . . .                          (15,774)        (13,318)    (5,339)    (4,452)
                                 --------------------------------  --------------  ---------  ---------
    CONSOLIDATED OPERATING
        INCOME. . . . . . . . .  $                        74,285   $      83,075   $ 19,490   $ 26,231
                                 --------------------------------  --------------  ---------  ---------
       INTEREST INCOME. . . . .                            1,414             568        508        189
                                 --------------------------------  --------------  ---------  ---------
       INTEREST EXPENSE . . . .                          (25,587)        (24,483)    (8,592)    (7,999)
                                 --------------------------------  --------------  ---------  ---------
      OTHER (EXPENSE) INCOME
        - NET . . . . . . . . .                           (2,339)         (1,228)      (279)      (865)
                                 --------------------------------  --------------  ---------  ---------
      EARNINGS BEFORE INCOME
        TAXES AND EXTRAORDINARY
          ITEM. . . . . . . . .  $                        74,285   $      83,075   $ 19,490   $ 26,231
-------------------------------  --------------------------------  --------------  ---------  ---------
</TABLE>


<TABLE>
<CAPTION>

SEGMENT  IDENTIFIABLE  ASSETS:

                            DECEMBER 31, 2000   MARCH 31, 2000
                            ------------------  ---------------
<S>                         <C>                 <C>

ADVANCED SURFACE FINISHING  $          496,281  $       453,714
                            ------------------  ---------------
GRAPHIC ARTS . . . . . . .             354,973          314,215
                            ------------------  ---------------
CORPORATE-WIDE . . . . . .              17,657           22,563
                            ------------------  ---------------
    CONSOLIDATED ASSETS. .  $          868,911  $       790,492
--------------------------  ------------------  ---------------
</TABLE>



NOTE  7.     RESTRUCTURING  CHARGES
     THE  CORPORATION  BEGAN  A  RESTRUCTURING  PROGRAM IN THE SECOND QUARTER OF
FISCAL  2001  IN  ORDER  TO  ACHIEVE A STRATEGIC REPOSITIONING OF ITS OPERATIONS
WHICH  HAVE  GROWN  RAPIDLY  THROUGH  SIGNIFICANT ACQUISITIONS OVER THE PAST TWO
FISCAL  YEARS.  THE  CORPORATION TOOK AN APPROXIMATE $1,000 RESTRUCTURING CHARGE
IN  THE  SECOND QUARTER ENDING SEPTEMBER 30, 2000.  IN ADDITION, THE CORPORATION
TOOK A FURTHER RESTRUCTURING CHARGE OF APPROXIMATELY $4,600 IN THE THIRD QUARTER
ENDING  DECEMBER  31,  2000.  THESE CHARGES REPRESENT, PRIMARILY, MANAGEMENT AND
OFFICE  SUPPORT  REDUNDANCIES  OF APPROXIMATELY 165 INDIVIDUALS.  AS OF DECEMBER
31,  2000,  APPROXIMATELY  105 EMPLOYEES HAD BEEN SEVERED IN ACCORDANCE WITH THE
PLAN  RESULTING  IN  CASH  PAYMENTS  OF  $4,007.  IT  IS  EXPECTED  THAT  THE
RESTRUCTURING  PROGRAM  AND RELATED CHARGES WILL BE COMPLETED BY THE FISCAL YEAR
END.  THE  FOLLOWING  TABLE SUMMARIZES THE ACTIVITY TO THIS ACCOUNT FOR THE NINE
MONTH  PERIOD  ENDED  DECEMBER  31,  2000.


<TABLE>
<CAPTION>



              BEGINNING OF YEAR   RESTRUCTURING  PAYMENTS  END OF PERIOD
              ------------------  -------------  --------  --------------
<S>           <C>                 <C>            <C>       <C>

REDUNDANCIES  $                0          5,329     4,007  $        1,322
              ------------------  -------------  --------  --------------
FACILITIES .                   0            260         0             260
              ------------------  -------------  --------  --------------
   TOTAL . .  $                0          5,589     4,007  $        1,582
------------  ------------------  -------------  --------  --------------
</TABLE>




NOTE  8.     MARKET  RISK  AND  CONTINGENCIES
MARKET  RISK
THE  CORPORATION  IS EXPOSED TO MARKET RISK IN THE NORMAL COURSE OF ITS BUSINESS
OPERATIONS DUE TO ITS OPERATIONS IN DIFFERENT FOREIGN CURRENCIES AND ITS ONGOING
INVESTING  AND  FINANCING  ACTIVITIES. THE RISK OF LOSS CAN BE ASSESSED FROM THE
PERSPECTIVE  OF  ADVERSE CHANGES IN FAIR VALUES, CASH FLOWS AND FUTURE EARNINGS.
THE CORPORATION HAS ESTABLISHED POLICIES AND PROCEDURES GOVERNING ITS MANAGEMENT
OF  MARKET RISKS AND THE USE OF FINANCIAL INSTRUMENTS TO MANAGE EXPOSURE TO SUCH
RISKS.
THE  CORPORATION  IS  EXPOSED  TO  INTEREST  RATE RISK PRIMARILY FROM ITS CREDIT
FACILITY  WHICH IS BASED UPON VARIOUS FLOATING RATES.  AT DECEMBER 31, 2000, THE
CORPORATION  HAD  ENTERED  INTO  INTEREST  RATE SWAPS WITH AN AGGREGATE NOTIONAL
AMOUNT  THAT  APPROXIMATES  ONE-THIRD  OF  ITS  BORROWINGS.
THE RESULTING WEIGHTED-AVERAGE FIXED INTEREST RATE IS APPROXIMATELY 7.6%.  BASED
UPON  EXPECTED  LEVELS  OF  BORROWING  UNDER  THIS FACILITY FOR THE REMAINDER OF
FISCAL YEAR 2001, AN INCREASE IN INTEREST RATES OF 100 BASIS POINTS WOULD RESULT
IN  AN  INCREMENTAL  $4.0  MILLION  ANNUAL INTEREST EXPENSE AND WOULD NOT HAVE A
MATERIAL  ADVERSE  AFFECT  ON THE CORPORATION'S CONSOLIDATED FINANCIAL POSITION,
RESULTS  OF  OPERATIONS  OR  CASH  FLOWS.
THE  CORPORATION  OPERATES MANUFACTURING FACILITIES IN EIGHT COUNTRIES AND SELLS
PRODUCTS IN OVER 25 COUNTRIES.  APPROXIMATELY 45% OF THE CORPORATION'S SALES ARE
DENOMINATED  IN  CURRENCIES  OTHER  THAN  THE  US  DOLLAR.  HISTORICALLY,  THE
CORPORATION  RETURNS  SLIGHTLY  LESS  THAN  10%  ON  SALES  AND FOREIGN EXCHANGE
FLUCTUATIONS  HAVE  NOT  HAD  ANY  SIGNIFICANTLY  MEASURABLE EFFECT ON EARNINGS.
FURTHERMORE,  THOSE  EARNINGS ARE GENERALLY REINVESTED LOCALLY AND THE IMPACT ON
OPERATING  CASH  FLOWS  HAS  BEEN  LESS  THAN $3.5 MILLION ANNUALLY.  MANAGEMENT
CONTINUALLY  REVIEWS THE BALANCE BETWEEN FOREIGN CURRENCY DENOMINATED ASSETS AND
LIABILITIES  IN ORDER TO MINIMIZE THE EXPOSURE TO FOREIGN EXCHANGE FLUCTUATIONS.
THE  CORPORATION  DOES  NOT  ENTER INTO ANY DERIVATIVE FINANCIAL INSTRUMENTS FOR
TRADING  PURPOSES,  NOR  DOES  IT  ENTER INTO ANY FOREIGN CURRENCY HEDGING.  THE
CORPORATION  HAS  CERTAIN SUPPLY AGREEMENTS FOR QUANTITIES BUT HAS CHOSEN NOT TO
ENTER  INTO  ANY  PRICE  HEDGING  WITH  ITS  SUPPLIERS  FOR  COMMODITIES.
CONTINGENCIES
     (A)  ENVIRONMENTAL.  THE  CORPORATION  HAS  BEEN  NAMED  AS  A  POTENTIALLY
RESPONSIBLE  PARTY  (PRP)  BY  THE ENVIRONMENTAL PROTECTION AGENCY IN CONNECTION
WITH  TWO  WASTE SITES. THERE ARE MANY OTHER COMPANIES INVOLVED AT EACH OF THESE
SITES AND THE CORPORATION'S PARTICIPATION IS MINOR. THE CORPORATION HAS RECORDED
ITS BEST ESTIMATE OF LIABILITIES IN CONNECTION WITH SITE CLEAN-UP BASED UPON THE
EXTENT  OF  ITS INVOLVEMENT, THE NUMBER OF PRPS AND ESTIMATES OF THE TOTAL COSTS
OF  THE SITE CLEAN-UP. THOUGH IT IS DIFFICULT TO PREDICT THE FINAL COSTS OF SITE
REMEDIATION,  MANAGEMENT  BELIEVES  THAT  THE  RECORDED  LIABILITIES  OF $200 AT
SEPTEMBER  30,  2000 ARE REASONABLE ESTIMATES OF PROBABLE LIABILITY AND THAT ANY
DIFFERENCES  IN  ACTUAL CASH OUTLAYS FROM THE AMOUNT RECORDED ARE UNLIKELY TO BE
MATERIAL  TO  ITS CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH
FLOWS.
THE  CORPORATION  HAS  ESTABLISHED  AN  ENVIRONMENTAL  REMEDIATION  RESERVE WITH
RESPECT  TO  ITS DECEMBER 1998 ACQUISITION OF CANNING. A SUBSTANTIAL MAJORITY OF
THAT RESERVE IS ATTRIBUTABLE TO TWO U.S. SITES OF A CANNING U.S. SUBSIDIARY THAT
ARE  BELIEVED  TO  REQUIRE  ENVIRONMENTAL  REMEDIATION  ACTIVITIES. THE RESERVES
ESTABLISHED  BY  THE  CORPORATION  WERE  BASED  UPON  PHASE  I  AND  PHASE  II
ENVIRONMENTAL  INVESTIGATIONS  OF THOSE SITES AND REMEDIATION ESTIMATES PRODUCED
BY  REMEDIATION CONTRACTORS, WHICH ESTIMATES INDICATED THAT THE REASONABLE RANGE
OF  THE  CORPORATION'S  GROSS  LIABILITY  IS  $2,000  TO $11,500. BASED UPON THE
CORPORATION'S  EXPERIENCE  AND  THE  FACTS  KNOWN  TO  IT AS OF THE DATE OF THIS
FILING,  THE  CORPORATION EXPECTS THAT ITS GROSS LIABILITY FOR THOSE TWO CANNING
SITES  WILL  NOT  EXCEED  $4,500.  THE  CORPORATION  BELIEVES  THAT  ITS CANNING
SUBSIDIARY CLEARLY IS ENTITLED UNDER CANNING'S ACQUISITION AGREEMENT RELATING TO
THOSE  SITES  TO  WITHHOLD  A  DEFERRED  PURCHASE PRICE PAYMENT OF APPROXIMATELY
$2,300,  WHICH  WILL  BE APPLIED TO REDUCE ITS NET LIABILITY FOR THOSE SITES. TO
THE  EXTENT  THE  CORPORATION'S  LIABILITIES EXCEED $2,300 IT MAY BE ENTITLED TO
ADDITIONAL  INDEMNIFICATION  PAYMENTS  FROM  THE  PREVIOUS  TWO
NOTE  8.     MARKET  RISK  AND  CONTINGENCIES  (CONTINUED)

LARGEST  SHAREHOLDERS  OF  THE  PRIOR  OWNER  OF THE TWO SITES. SUCH RECOVERY IS
SUBSTANTIALLY  UNCERTAIN,  HOWEVER,  AND  WOULD  LIKELY  INVOLVE  SIGNIFICANT
LITIGATION EXPENSE. AS A RESULT, THE CORPORATION HAS RECORDED A NET LIABILITY OF
$2,000.  THE  FOREGOING  ESTIMATES  OF  POTENTIAL  GROSS AND NET LIABILITIES AND
RECOVERIES  HAVE  NOT  BEEN  DISCOUNTED  TO REFLECT THE TIME VALUE OF MONEY. THE
CORPORATION  EXPECTS  THAT  THE  LIABILITIES PERTAINING TO THE TWO CANNING SITES
WILL  BE INCURRED WITHIN THE NEXT FIVE YEARS; THE CORPORATION WILL RECOGNIZE THE
RECOVERY  FROM  THE  DEFERRED  PURCHASE PRICE PAYMENT CONTEMPORANEOUSLY WITH ITS
PAYMENT  OF  THE  UNDERLYING  EXPENSE.

(B)  LEGAL  PROCEEDINGS.  ON JANUARY 30, 1997, THE CORPORATION WAS SERVED WITH A
SUBPOENA  FROM A FEDERAL GRAND JURY IN CONNECTICUT REQUESTING CERTAIN DOCUMENTS.
THE  CORPORATION  WAS  SUBSEQUENTLY  INFORMED  THAT IT IS A SUBJECT OF THE GRAND
JURY'S  INVESTIGATION.  THE  SUBPOENA  REQUESTED  INFORMATION  RELATING  TO  AN
ACCIDENTAL  SPILL  FROM  THE  CORPORATION'S  HUNTINGDON  AVENUE,  WATERBURY,
CONNECTICUT  FACILITY  THAT  OCCURRED  IN  NOVEMBER OF 1994, TOGETHER WITH OTHER
INFORMATION  RELATED  TO  OPERATIONS  AND  COMPLIANCE  AT  THE HUNTINGDON AVENUE
FACILITY.  THE CORPORATION HAS RETAINED OUTSIDE LAW FIRMS TO ASSIST IN COMPLYING
WITH  THE  SUBPOENA  AND THE UNDERLYING INVESTIGATION.  THE CORPORATION HAS FROM
THE  OUTSET  COOPERATED  WITH  THE  INVESTIGATION  AND  IS CURRENTLY INVOLVED IN
INFORMAL  NEGOTIATIONS WITH THE GOVERNMENT, WITH A VIEW TOWARDS SETTLING ANY AND
ALL  CHARGES  IN  THIS MATTER WITHOUT RESORT TO TRIAL.  SINCE THESE NEGOTIATIONS
HAVE  ONLY  RECENTLY  BEGUN,  AT THIS TIME IT IS TOO SPECULATIVE TO QUANTIFY THE
PRECISE  FINANCIAL  IMPLICATIONS  TO  THE  CORPORATION.
THE  CORPORATION  IS  A  PARTY TO A NUMBER OF LAWSUITS AND CLAIMS IN ADDITION TO
THOSE DISCUSSED ABOVE ARISING OUT OF THE ORDINARY CONDUCT OF BUSINESS. WHILE THE
ULTIMATE  RESULTS OF THE PROCEEDINGS AGAINST THE CORPORATION CANNOT BE PREDICTED
WITH CERTAINTY, MANAGEMENT DOES NOT EXPECT THAT RESOLUTION OF THESE MATTERS WILL
HAVE A MATERIAL ADVERSE EFFECT UPON ITS CONSOLIDATED FINANCIAL POSITION, RESULTS
OF  OPERATIONS  OR CASH FLOWS. IT IS THE CORPORATION'S POLICY TO RECORD ACCRUALS
IN ACCORDANCE WITH THE PROVISIONS OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
NO.  5,  ACCOUNTING  FOR  CONTINGENCIES (SFAS 5) WHICH REQUIRES AN ACCRUAL TO BE
RECORDED  WHEN IT IS BOTH PROBABLE A LIABILITY HAS BEEN INCURRED AND THE COST IS
REASONABLY  ESTIMABLE.

(C)  OTHER.  THE  CORPORATION'S  BUSINESS  OPERATIONS,  CONSIST  PRINCIPALLY  OF
MANUFACTURE  AND  SALE OF SPECIALTY CHEMICALS, SUPPLIES AND RELATED EQUIPMENT TO
CUSTOMERS  THROUGHOUT  MUCH  OF  THE WORLD. APPROXIMATELY 40% OF THE BUSINESS IS
CONCENTRATED  IN  THE  PRINTING  INDUSTRY WHERE OUR PRODUCTS ARE USED FOR A WIDE
VARIETY  OF  APPLICATIONS,  INCLUDING  OFFSET BLANKETS, PRINTING PLATES, TEXTILE
BLANKETS  AND  RUBBER  BASED  COVERS  FOR  INDUSTRIAL  ROLLERS, WHILE 25% OF THE
BUSINESS  IS CONCENTRATED WITH MANUFACTURERS OF PRINTED CIRCUIT BOARDS WHICH ARE
USED  IN  A  WIDE  VARIETY  OF  END-USE  APPLICATIONS,  INCLUDING  COMPUTERS,
COMMUNICATIONS  AND CONTROL EQUIPMENT, APPLIANCES, AUTOMOBILES AND ENTERTAINMENT
PRODUCTS.  AS  IS  USUAL  FOR  THIS BUSINESS, THE CORPORATION GENERALLY DOES NOT
REQUIRE  COLLATERAL  OR OTHER SECURITY AS A CONDITION OF SALE, CHOOSING, RATHER,
TO  CONTROL  CREDIT  RISK  OF  TRADE  ACCOUNT  FINANCIAL  INSTRUMENTS  BY CREDIT
APPROVAL, BALANCE LIMITATION AND MONITORING PROCEDURES. MANAGEMENT BELIEVES THAT
RESERVES FOR LOSSES, WHICH ARE ESTABLISHED BASED UPON REVIEW OF ACCOUNT BALANCES
AND  HISTORICAL  EXPERIENCE,  ARE  ADEQUATE.








ITEM  2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE  FOLLOWING  DISCUSSION  COMPARES THE RESULTS OF OPERATIONS FOR THE THREE AND
NINE MONTH PERIODS WHICH ENDED DECEMBER 31, 2000 TO THE SAME PERIODS IN 1999 AND
PROVIDES  INFORMATION  WITH RESPECT TO CHANGES IN FINANCIAL CONDITION DURING THE
NINE  MONTHS  THEN  ENDED.

SALES
TOTAL  SALES  FOR THE CURRENT QUARTER, $196.5 MILLION, DECREASED $5.0 MILLION OR
3% FROM $201.5 MILLION IN THE SAME PERIOD LAST YEAR.  PROPRIETARY SALES, ROUGHLY
89%  OF  TOTAL  SALES,  DECREASED  $3.9  MILLION  OR  2%.  ACQUISITIONS  (NET OF
DIVESTITURES)  ADDED  $19.8 MILLION TO PROPRIETARY SALES, WHILE FOREIGN CURRENCY
TRANSLATION  REDUCED  REPORTED  PROPRIETARY SALES APPROXIMATELY $10.3 MILLION OR
ROUGHLY 6%.  PROPRIETARY SALES EXCLUDING THE EFFECTS OF ACQUISITIONS AND FOREIGN
CURRENCY  TRANSLATION  WOULD  HAVE  DECREASED  8%.
FOR THE NINE MONTH PERIOD, TOTAL SALES OF $580.9 MILLION INCREASED $14.6 MILLION
OR  3%  FROM  $566.3  MILLION  IN THE SAME PERIOD LAST YEAR.  PROPRIETARY SALES,
ROUGHLY 91% OF TOTAL SALES, INCREASED $20.1 MILLION OR 4%.  ACQUISITIONS (NET OF
DIVESTITURES)  ADDED  $42.6  MILLION, WHILE FOREIGN CURRENCY TRANSLATION REDUCED
REPORTED  PROPRIETARY  SALES  APPROXIMATELY  $22.2  MILLION  OR  ROUGHLY  4%.
PROPRIETARY  SALES  EXCLUDING  THE  EFFECTS OF ACQUISITIONS AND FOREIGN CURRENCY
TRANSLATION  WOULD  HAVE  BEEN  FLAT.
THE  CORPORATION'S UNDERLYING (EXCLUDING THE EFFECTS OF ACQUISITIONS AND FOREIGN
CURRENCY  TRANSLATION)  SALES GROWTH, FOR ADVANCED SURFACE FINISHES ("ASF"), WAS
FUELED  BY  ASIA  AND  TO  A  LESSER  EXTENT,  FURTHER  ENHANCED BY EUROPE.  THE
UNDERLYING  SALES IN NORTH AMERICA WERE SOMEWHAT LESS THAN THE SAME PERIODS LAST
YEAR, FOR BOTH ASF AND GRAPHIC ARTS ("GA").  WORLDWIDE GA PROPRIETARY SALES WERE
12%  AND 3% LOWER FOR THE THREE AND NINE MONTH PERIODS, RESPECTIVELY.  WORLDWIDE
ASF  PROPRIETARY  SALES  WERE  1%  AND  5%  HIGHER  FOR THE THREE AND NINE MONTH
PERIODS,  RESPECTIVELY.
COSTS  AND  EXPENSES
GROSS  PROFITS  ARE DOWN 10% FOR THE THREE MONTH PERIOD AND DOWN 1% FOR THE NINE
MONTH PERIOD, AS COMPARED TO THE SAME PERIODS LAST YEAR.  THE ADVANCEMENT OF ASF
PROPRIETARY  CHEMICAL  SALES  WAS  OFFSET  BY  A  DEPRESSED THIRD QUARTER FOR GA
BUSINESS.  GROSS  PROFIT, AS A PERCENTAGE OF SALES FOR THE THREE MONTH PERIOD IS
43.8%  AS  COMPARED  TO 47.4% FOR THE SAME PERIOD LAST YEAR.  GROSS PROFIT, AS A
PERCENTAGE  OF SALES FOR THE NINE MONTH PERIOD IS 45.9% AS COMPARED TO 47.8% FOR
THE  SAME  PERIOD LAST YEAR.  THE PRIMARY REASONS FOR THESE DIFFERENCES ARE THAT
OVERHEAD RECOVERIES HAVE BEEN NEGATIVELY IMPACTED BY VIATEK PRODUCTION COSTS AND
GA  COST  VARIANCES  IN  THE  MOST  RECENT  QUARTER.
SELLING, TECHNICAL AND ADMINISTRATIVE (ST&A) EXPENSES INCREASED 1% FOR THE THREE
MONTH PERIOD AND DECREASED 6% FOR THE NINE MONTH PERIOD, AS COMPARED TO THE SAME
PERIODS LAST YEAR.  INCLUDED IN THE THREE MONTH PERIOD ARE RESTRUCTURING CHARGES
OF  $4.6  MILLION THIS YEAR, AND MERGER RELATED COSTS OF $6.1 MILLION LAST YEAR.
FOR  THE NINE MONTH PERIOD THERE ARE RESTRUCTURING CHARGES OF $5.6 MILLION, THIS
YEAR  AND  MERGER  RELATED  COSTS OF $1.5 MILLION, THIS YEAR AS COMPARED TO $7.1
MILLION,  LAST  YEAR.  EXCLUDING  THESE CHARGES, ST&A EXPENSES WOULD BE 4% LOWER
FOR  THE  THREE MONTH PERIOD AND 2% HIGHER FOR THE NINE MONTH PERIOD AS COMPARED
TO  THE  SIMILAR  PERIODS  LAST  YEAR.
BOTH THE THREE AND NINE MONTH PERIODS HAD INCREASED COSTS FROM ACQUISITIONS THAT
WERE  SOMEWHAT  FAVORABLY  OFFSET  BY  CURRENCY  TRANSLATION.  FOR BOTH PERIODS,
EXPENSES  INCREASED  MODESTLY  IN  SUPPORT  OF  BUSINESS  GROWTH  AND  PRODUCT
DEVELOPMENT  WHILE  COST AWARENESS INITIATIVES HAVE HELD ADMINISTRATIVE EXPENSES
DOWN.  THEREFORE,  THE  NINE  MONTH PERIOD INCREASED DUE TO THESE FACTORS, WHILE
THE  THREE  MONTH PERIOD DECREASED PRIMARILY FROM THE EFFECTS OF COST REDUCTIONS
AS  A  RESULT  OF  THE  RESTRUCTURING  AND  FROM A LOWER PROVISION FOR INCENTIVE
COMPENSATION.  AS  A RESULT, ST&A EXCLUDING THE MERGER RELATED AND RESTRUCTURING
CHARGES,  AS  A  PERCENTAGE  OF SALES, IS 28.5% AND 29.0% FOR THE THREE AND NINE
MONTH  PERIODS  THIS  YEAR, RESPECTIVELY, AS COMPARED TO 28.9% AND 29.3% FOR THE
SAME  PERIODS  LAST  YEAR.

THE  CORPORATION  HAS  RECORDED  SPECIAL  CHARGES  OF APPROXIMATELY $5.6 MILLION
DURING  THE  SECOND  AND  THIRD  QUARTERS  OF  FISCAL  2001 WHICH RELATES TO THE
RESTRUCTURING  PROGRAM  UNDERTAKEN  DURING  THIS  PERIOD.  THE  RESTRUCTURING IS
INTENDED  TO  REPOSITION  OPERATIONS  IN  A  MORE  STRATEGIC MANNER AND CONSISTS
PRIMARILY  OF  THE  PLANNED  REDUCTION OF 165 INDIVIDUALS FROM THE CORPORATION'S
NORTH  AMERICAN  AND EUROPEAN WORKFORCES.  THESE REDUCTIONS ARE MAINLY DUPLICATE
MANAGEMENT  AND OFFICE SUPPORT POSITIONS WITH ROUGHLY TWO-THIRDS RELATING TO THE
GA  OPERATIONS.  THE  CORPORATION  EXPECTS  TO SAVE APPROXIMATELY $12 MILLION OR
$0.24  PER  SHARE,  PER  ANNUM.  AS OF DECEMBER 31, 2000, 105 EMPLOYEES HAD BEEN
SEVERED  IN ACCORDANCE WITH THE PLAN RESULTING IN CASH PAYMENTS OF $4.0 MILLION.
IT  IS  EXPECTED  THAT  THE  RESTRUCTURING  PROGRAM  AND RELATED CHARGES WILL BE
COMPLETED  BY  THE  FISCAL  YEAR  END.
TOTAL  AMORTIZATION  CHARGED  TO EARNINGS WAS $5.4 MILLION AND $15.8 MILLION FOR
THE  THREE  AND  NINE  MONTH PERIODS ENDED DECEMBER 31, 2000, RESPECTIVELY.  THE
AMORTIZATION  OF GOODWILL AND OTHER INTANGIBLES HAS INCREASED APPROXIMATELY $1.0
MILLION  AND  $2.5  MILLION  FOR THE THREE AND NINE MONTH PERIODS, RESPECTIVELY,
OVER  THE  SAME PERIODS LAST YEAR DUE TO RECENT ACQUISITIONS BY THE GA BUSINESS.
OPERATING PROFITS, EXCLUDING THE EFFECTS OF THE MERGER RELATED AND RESTRUCTURING
CHARGES,  FOR  THE  THREE  AND  NINE  MONTH  PERIODS  DECREASED  25%  AND  10%,
RESPECTIVELY,  AS  COMPARED  TO  THE SAME PERIODS LAST YEAR.  OPERATING PROFITS,
INCLUDING THE MERGER RELATED AND RESTRUCTURING CHARGES DECREASED 26% AND 11% FOR
THE THREE AND NINE MONTH PERIODS, RESPECTIVELY, FROM THE SAME PERIODS LAST YEAR.
FOR THE THREE MONTH PERIOD, GA OPERATING PROFITS DECREASED 50% AND ASF OPERATING
PROFITS INCREASED 5%.  FOR THE NINE MONTH PERIOD, GA OPERATING PROFITS DECREASED
21%  AND  ASF  OPERATING  PROFITS  INCREASED  5%.
PROVISION  FOR  INCOME  TAXES
THE  CORPORATION'S EFFECTIVE INCOME TAX RATE APPROXIMATES 37% FOR THE NINE MONTH
PERIODS  ENDED  DECEMBER  31,  2000 AND 1999, RESPECTIVELY.  FOR THE THREE MONTH
PERIODS,  THE  CORPORATION'S  EFFECTIVE INCOME TAX RATE APPROXIMATES 37% FOR THE
PERIOD  ENDED  DECEMBER 31, 2000 AS COMPARED TO APPROXIMATELY 42% FOR THE PERIOD
ENDED DECEMBER 31, 1999.  THE DIFFERENCE IS DUE TO NON-DEDUCTIBLE MERGER RELATED
COSTS  INCURRED  IN  THE  PERIOD  ENDED  DECEMBER  31, 1999 SOMEWHAT OFFSET BY A
LIMITATION  ON  THE  UTILIZATION  OF  FOREIGN  TAX  CREDITS FOR THE PERIOD ENDED
DECEMBER  31,  2000.
NET  EARNINGS
NET  EARNINGS  AVAILABLE TO COMMON SHAREHOLDERS INCREASED 9% FOR THE THREE MONTH
PERIOD  AND  DECREASED  7%  FOR THE NINE MONTH PERIOD AS COMPARED TO THE SIMILAR
PERIODS  LAST YEAR.  FOREIGN CURRENCY TRANSLATION HAD THE EFFECT OF REDUCING THE
REPORTED EARNINGS BY APPROXIMATELY 10% FOR THE THREE MONTH PERIOD AND 4% FOR THE
NINE  MONTH  PERIOD.
FINANCIAL  CONDITION
OPERATING ACTIVITIES DURING THE NINE MONTHS ENDING DECEMBER 31, 2000 RESULTED IN
A  NET  CASH  INFLOW  OF $39.7 MILLION.  THE CASH GENERATED WAS USED FOR CAPITAL
IMPROVEMENTS,  DIVIDENDS  TO  COMMON SHAREHOLDERS AND LONG-TERM DEBT REPAYMENTS.
WORKING  CAPITAL  AT  DECEMBER 31, 2000 WAS $145.5 MILLION AS COMPARED TO $133.3
MILLION  AT  MARCH  31,  2000.
CAPITAL  EXPENDITURES  WERE $10.5 MILLION FOR THE NINE MONTHS ENDED DECEMBER 31,
2000  AND ARE IN LINE WITH THE TOTAL PLANNED EXPENDITURES OF APPROXIMATELY $22.0
MILLION  FOR  THE  FISCAL  YEAR.
THE  FOLLOWING  TABLE CONTAINS OTHER DATA FOR THE NINE MONTHS ENDED DECEMBER 31,
2000  AND  1999.  EBITDA  IS  EARNINGS  BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION.  OWNERS  EARNINGS  IS  CASH  FLOW FROM OPERATIONS LESS NET CAPITAL
SPENDING.  NEITHER  EBITDA,  NOR  OWNERS EARNINGS ARE INTENDED TO REPRESENT CASH
FLOW  FROM  OPERATIONS  AS  DEFINED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THESE  MEASURES  SHOULD  NOT  BE  USED  AS  AN  ALTERNATIVE  TO NET INCOME AS AN
INDICATOR  OF  OPERATING PERFORMANCE OR TO CASH FLOWS AS A MEASURE OF LIQUIDITY.
<TABLE>
<CAPTION>



($MILLIONS)                                         2000      1999
------------------------------------------------  --------  --------
<S>                                               <C>       <C>
CASH PROVIDED BY OPERATIONS. . . . . . . . . . .  $   39.7  $   49.1
                                                  --------  --------
CASH USED IN INVESTING ACTIVITIES. . . . . . . .   <$76.3>   <$23.5>
                                                  --------  --------
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES.  $   34.9   <$12.9>
                                                  --------  --------
EBITDA . . . . . . . . . . . . . . . . . . . . .  $  112.8  $  103.1
------------------------------------------------  --------  --------
CASH PROVIDED BY OPERATIONS. . . . . . . . . . .  $   39.7  $   49.1
------------------------------------------------  --------  --------
LESS NET CAPITAL SPENDING. . . . . . . . . . . .    <$5.9>   <$17.7>
                                                  --------  --------
  OWNERS EARNINGS. . . . . . . . . . . . . . . .  $   33.8  $   31.4
------------------------------------------------  --------  --------
</TABLE>



MACDERMID  HAS  A  LONG-TERM  CREDIT  ARRANGEMENT,  WHICH CONSISTS OF A COMBINED
REVOLVING  LOAN  AND  THREE  SIX-YEAR  TERM  LOANS.  TWO  OF  THE TERM LOANS ARE
DENOMINATED  IN  US  DOLLARS  AND  THE  OTHER IS POUND STERLING DENOMINATED. THE
OUTSTANDING  BALANCE  ON THE CREDIT FACILITIES INCREASED $47.0 MILLION TO EFFECT
THE  ACQUISITION  OF  THE DIGITAL GRAPHICS BUSINESS UNIT OF VIRTUALFUND.COM, INC
AND  $13.6  MILLION FOR A DEPOSIT TOWARDS AN ACQUISITION WHICH WILL OCCUR IN THE
FOURTH  QUARTER.  IN  ADDITION,  THE REMAINING OUTSTANDING BALANCE ON THE CREDIT
FACILITIES  DECREASED  A  NET  $13.4  MILLION  DURING  THE  YEAR.
THE  AMOUNTS  OUTSTANDING  ON  THE  LONG-TERM CREDIT ARRANGEMENT AT DECEMBER 31,
2000,  CONSISTS  OF $136.0 MILLION FOR THE REVOLVING LOAN, $253.0 MILLION ON THE
US  DOLLAR  TERM LOANS AND $53.0( 35.5) MILLION ON THE POUND STERLING TERM LOAN.
THE  REVOLVING  LOAN  FACILITY  PERMITS  BORROWINGS  OF UP TO $215 MILLION.  THE
CORPORATION'S OTHER CREDIT FACILITIES PRESENTLY TOTAL APPROXIMATELY $55 MILLION.
THESE,  TOGETHER  WITH THE CORPORATION'S CASH FLOWS FROM OPERATIONS ARE ADEQUATE
TO  FUND  WORKING  CAPITAL  AND  EXPECTED  CAPITAL  EXPENDITURES.
THE  CORPORATION ESTABLISHED PURCHASE LIABILITIES, IN FISCAL YEAR 1999, UPON THE
ACQUISITION  OF  CANNING.  THE  REORGANIZATION  OF EMPLOYEES HAS BEEN COMPLETED.
THE  REORGANIZATION  OF  FACILITIES  IS PROCEEDING AS PLANNED.  NEGOTIATIONS ARE
ONGOING  REGARDING  THE  ELIMINATION  OF  LEASED  FACILITIES  AND  SALE OF OWNED
FACILITIES,  NONE  OF  WHICH  HAVE  CLOSED  AT  PRESENT.  IT  IS  UNLIKELY  THIS
REORGANIZATION  PLAN WOULD HAVE ANY MATERIAL EFFECTS ON THE FUTURE OPERATIONS OR
FINANCIAL  CONDITION.
NEW  ACCOUNTING  PRONOUNCEMENTS
THE  FINANCIAL  ACCOUNTING  STANDARDS BOARD (FASB) ISSUED STATEMENT OF FINANCIAL
ACCOUNTING  STANDARD  NO.133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES" (SFAS 133).  SFAS 133 REPLACES EXISTING PRONOUNCEMENTS AND PRACTICES
WITH  A  SINGLE  INTEGRATED  ACCOUNTING  FRAMEWORK  FOR  DERIVATIVES AND HEDGING
ACTIVITIES.  FASB  LATER  ISSUED  TWO  OTHER  STATEMENTS  THAT  AMEND  SFAS133;
STATEMENT  OF  FINANCIAL ACCOUNTING STANDARD NO. 137, "ACCOUNTING FOR DERIVATIVE
INSTRUMENTS  AND  HEDGING  ACTIVITIES  -  DEFERRAL OF THE EFFECTIVE DATE OF FASB
STATEMENT  NO. 133" (SFAS 137), WHICH ESTABLISHES AN EFFECTIVE DATE FOR SFAS 133
FOR  FISCAL  YEARS  BEGINNING  AFTER  JUNE  15,  2000 AND STATEMENT OF FINANCIAL
ACCOUNTING  STANDARD NO. 138, "ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND
CERTAIN  HEDGING  ACTIVITIES"  (SFAS  138),  WHICH ADDRESSES A LIMITED NUMBER OF
ISSUES  THAT  HAD  BEEN  CAUSE FOR IMPLEMENTATION DIFFICULTIES AS ESTABLISHED BY
SFAS  133.  THE  CORPORATION  IS  CURRENTLY EVALUATING THE REQUIREMENTS OF THESE
THREE  STATEMENTS  AND  BELIEVES  THAT THE ADOPTION OF THESE STATEMENTS, FOR ITS
FISCAL  2002 FINANCIAL STATEMENTS, WILL NOT HAVE A MATERIAL IMPACT ON PREVIOUSLY
REPORTED  INFORMATION.
EURO  CURRENCY  CONVERSION
ON  JANUARY  1, 1999, CERTAIN MEMBER COUNTRIES OF THE EUROPEAN UNION ESTABLISHED
FIXED  CONVERSION  RATES  BETWEEN  THEIR  EXISTING  CURRENCIES  AND THE EUROPEAN
UNION'S  COMMON CURRENCY ("EURO"). THE TRANSITION PERIOD FOR THE INTRODUCTION OF
THE EURO ENDS JUNE 30, 2002. ISSUES THAT FACE THE CORPORATION AS A RESULT OF THE
INTRODUCTION OF THE EURO INCLUDE CONVERTING INFORMATION TECHNOLOGY SYSTEMS WHICH
WERE  LARGELY  UPGRADED  UNDER  THE  YEAR  2000  COMPLIANCE  REVIEW, REASSESSING
CURRENCY  RISK,  NEGOTIATING  AND  AMENDING  CONTRACTS,  AS  WELL  AS PROCESSING
ACCOUNTING  AND TAX RECORDS. THE CORPORATION IS ADDRESSING THESE ISSUES AND DOES
NOT  EXPECT  THE  EURO  TO  HAVE A MATERIAL EFFECT ON ITS FINANCIAL CONDITION OR
RESULTS  OF  OPERATIONS.

CONTINGENCIES

(A)  ENVIRONMENTAL.  THE CORPORATION HAS BEEN NAMED AS A POTENTIALLY RESPONSIBLE
PARTY  (PRP) BY THE ENVIRONMENTAL PROTECTION AGENCY IN CONNECTION WITH TWO WASTE
SITES.  THERE  ARE  MANY OTHER COMPANIES INVOLVED AT EACH OF THESE SITES AND THE
CORPORATION'S  PARTICIPATION  IS  MINOR.  THE  CORPORATION HAS RECORDED ITS BEST
ESTIMATE  OF  LIABILITIES IN CONNECTION WITH SITE CLEAN-UP BASED UPON THE EXTENT
OF  ITS  INVOLVEMENT, THE NUMBER OF PRPS AND ESTIMATES OF THE TOTAL COSTS OF THE
SITE  CLEAN-UP  THAT  REFLECT  THE  RESULTS  OF  PHASE  I  AND  II ENVIRONMENTAL
INVESTIGATIONS  AND  REMEDIATION  ESTIMATES PRODUCED BY REMEDIATION CONTRACTORS.
THOUGH  IT  IS  DIFFICULT  TO  PREDICT  THE  FINAL  COSTS  OF  SITE REMEDIATION,
MANAGEMENT  BELIEVES  THAT  THE RECORDED LIABILITIES ARE REASONABLE ESTIMATES OF
PROBABLE  LIABILITY  AND  THAT  ANY  DIFFERENCES IN ACTUAL CASH OUTLAYS FROM THE
AMOUNT  RECORDED  ARE  UNLIKELY  TO  BE  MATERIAL  TO ITS CONSOLIDATED FINANCIAL
POSITION,  RESULTS  OF  OPERATIONS  OR  CASH  FLOWS.
THE  CORPORATION  HAS  ESTABLISHED  AN  ENVIRONMENTAL  REMEDIATION  RESERVE WITH
RESPECT  TO  ITS DECEMBER 1998 ACQUISITION OF CANNING. A SUBSTANTIAL MAJORITY OF
THAT  RESERVE  IS  ATTRIBUTABLE TO SEVERAL SITES OF CANNING THAT ARE BELIEVED TO
REQUIRE  ENVIRONMENTAL  REMEDIATION  ACTIVITIES. THE RESERVES ESTABLISHED BY THE
CORPORATION WERE BASED UPON PHASE I AND PHASE II ENVIRONMENTAL INVESTIGATIONS OF
THOSE SITES AND REMEDIATION ESTIMATES PRODUCED BY REMEDIATION CONTRACTORS, WHICH
ESTIMATES  INDICATED  THAT  THE  REASONABLE  RANGE  OF  THE  CORPORATION'S GROSS
LIABILITY  IS  $2  MILLION  TO  $11.5  MILLION.  BASED  UPON  THE  CORPORATION'S
EXPERIENCE  AND  THE  FACTS  KNOWN  TO  IT  AS  OF  THE DATE OF THIS FILING, THE
CORPORATION  EXPECTS  THAT  ITS GROSS LIABILITY FOR THOSE CANNING SITES WILL NOT
EXCEED  $4.5  MILLION.  THE  CORPORATION BELIEVES THAT ITS CANNING SUBSIDIARY IS
ENTITLED  UNDER  ITS ACQUISITION AGREEMENT RELATING TO THOSE SITES TO WITHHOLD A
DEFERRED  PURCHASE  PRICE  PAYMENT  OF APPROXIMATELY $2.3 MILLION, WHICH WILL BE
APPLIED  TO  REDUCE  ITS  NET  LIABILITY  FOR  THOSE  SITES.  TO  THE EXTENT THE
CORPORATION'S  LIABILITIES  EXCEED $2.3 MILLION IT MAY BE ENTITLED TO ADDITIONAL
INDEMNIFICATION  PAYMENTS.  SUCH  RECOVERY  MAY BE UNCERTAIN, HOWEVER, AND WOULD
LIKELY  INVOLVE SIGNIFICANT LITIGATION EXPENSE. AS A RESULT, THE CORPORATION HAS
RECORDED  A  NET  LIABILITY  OF $2 MILLION. THE FOREGOING ESTIMATES OF POTENTIAL
GROSS  AND  NET  LIABILITIES  AND RECOVERIES REPRESENT OUR BEST ESTIMATES OF THE
FAIR  VALUE  OF  THESE OBLIGATIONS. THE CORPORATION EXPECTS THAT THE LIABILITIES
PERTAINING TO THE CANNING SITES WILL BE INCURRED WITHIN THE NEXT FIVE YEARS; THE
CORPORATION WILL RECOGNIZE THE RECOVERY FROM THE DEFERRED PURCHASE PRICE PAYMENT
CONTEMPORANEOUSLY  WITH  ITS  PAYMENT  OF  THE  UNDERLYING  EXPENSE.

(B)  LEGAL  PROCEEDINGS.  ON JANUARY 30, 1997, THE CORPORATION WAS SERVED WITH A
SUBPOENA  FROM A FEDERAL GRAND JURY IN CONNECTICUT REQUESTING CERTAIN DOCUMENTS.
THE  CORPORATION  WAS  SUBSEQUENTLY  INFORMED  THAT IT IS A SUBJECT OF THE GRAND
JURY'S  INVESTIGATION.  THE  SUBPOENA  REQUESTED  INFORMATION  RELATING  TO  AN
ACCIDENTAL  SPILL  FROM  THE  CORPORATION'S  HUNTINGDON  AVENUE,  WATERBURY,
CONNECTICUT  FACILITY  THAT  OCCURRED  IN  NOVEMBER OF 1994, TOGETHER WITH OTHER
INFORMATION  RELATED  TO  OPERATIONS  AND  COMPLIANCE  AT  THE HUNTINGDON AVENUE
FACILITY.  THE CORPORATION HAS RETAINED OUTSIDE LAW FIRMS TO ASSIST IN COMPLYING
WITH  THE  SUBPOENA  AND THE UNDERLYING INVESTIGATION.  THE CORPORATION HAS FROM
THE  OUTSET  COOPERATED  WITH  THE  INVESTIGATION  AND  IS CURRENTLY INVOLVED IN
INFORMAL  NEGOTIATIONS  WITH THE GOVERNMENT WITH A VIEW TOWARDS SETTLING ANY AND
ALL  CHARGES  IN  THIS MATTER WITHOUT RESORT TO TRIAL.  SINCE THESE NEGOTIATIONS
HAVE  ONLY  RECENTLY  BEGUN,  AT THIS TIME IT IS TOO SPECULATIVE TO QUANTIFY THE
PRECISE  FINANCIAL  IMPLICATIONS  TO  THE  CORPORATION.
ON  JULY  26, 1999 THE CORPORATION WAS NAMED IN A CIVIL LAWSUIT COMMENCED IN THE
SUPERIOR  COURT  OF  THE  STATE  OF CONNECTICUT. THE ACTION WAS INITIATED BY THE
COMMISSIONER  OF ENVIRONMENTAL PROTECTION ALLEGING VARIOUS COMPLIANCE VIOLATIONS
AT THE CORPORATION'S HUNTINGDON AVENUE AND FREIGHT STREET  LOCATIONS BETWEEN THE
YEARS 1992 THROUGH 1998. THE COMPLAINT CONTAINS ALLEGATIONS OF PERMIT VIOLATIONS
AND  VIOLATIONS  OF  PROCEDURAL,  NOTIFICATION  AND  OTHER  REQUIREMENTS  OF
CONNECTICUT'S  ENVIRONMENTAL  REGULATIONS OVER THE FOREGOING PERIOD OF TIME. THE
CORPORATION  IS  VIGOROUSLY  DEFENDING THIS COMPLAINT. THE CORPORATION CURRENTLY
BELIEVES  THAT  THE  OUTCOME  OF  THIS PROCEEDING WILL NOT MATERIALLY AFFECT THE
CORPORATION'S  BUSINESS OR FINANCIAL POSITION, HOWEVER, THE PROCEEDING IS IN THE
EARLY  STAGES.  THEREFORE,  AT  THIS  TIME IT IS TOO SPECULATIVE TO QUANTIFY THE
FINANCIAL  IMPLICATIONS  TO  THE  CORPORATION.

THE  CORPORATION  IS  A  PARTY TO A NUMBER OF LAWSUITS AND CLAIMS IN ADDITION TO
THOSE DISCUSSED ABOVE ARISING OUT OF THE ORDINARY CONDUCT OF BUSINESS. WHILE THE
ULTIMATE  RESULTS OF THE PROCEEDINGS AGAINST THE CORPORATION CANNOT BE PREDICTED
WITH CERTAINTY, MANAGEMENT DOES NOT EXPECT THAT RESOLUTION OF THESE MATTERS WILL
HAVE A MATERIAL ADVERSE EFFECT UPON ITS CONSOLIDATED FINANCIAL POSITION, RESULTS
OF  OPERATIONS  OR  CASH  FLOWS.  IT  IS  THE  CORPORATION'S  POLICY  TO  ACCRUE
LIABILITIES  IN  THESE  REGARDS  WHEN  IT  IS BOTH PROBABLE A LIABILITY HAS BEEN
INCURRED  AND  THE  COST IS REASONABLY ESTIMABLE IN ACCORDANCE WITH STATEMENT OF
FINANCIAL  ACCOUNTING  STANDARDS  NO.  5,  "ACCOUNTING  FOR  CONTINGENCIES."
OUTLOOK:  ISSUES  AND  RISKS
THIS  REPORT  AND  OTHER CORPORATION REPORTS AND STATEMENTS DESCRIBE MANY OF THE
POSITIVE  FACTORS AFFECTING THE CORPORATION'S FUTURE BUSINESS PROSPECTS. READERS
SHOULD  ALSO  BE  AWARE  OF  FACTORS WHICH COULD HAVE A NEGATIVE IMPACT ON THOSE
PROSPECTS.  THESE  INCLUDE  POLITICAL,  ECONOMIC  OR  OTHER  CONDITIONS  SUCH AS
CURRENCY  EXCHANGE  RATES,  INFLATION  RATES,  RECESSIONARY OR EXPANSIVE TRENDS,
TAXES  AND  REGULATIONS  AND  LAWS AFFECTING THE BUSINESS; COMPETITIVE PRODUCTS,
ADVERTISING,  PROMOTIONAL  AND PRICING ACTIVITY, THE DEGREE OF ACCEPTANCE OF NEW
PRODUCT INTRODUCTIONS IN THE MARKETPLACE AND THE DIFFICULTY OF FORECASTING SALES
AT  VARIOUS  TIMES  IN  VARIOUS  MARKETS.
THE  CORPORATION  OPERATES  THROUGHOUT  THE  WORLD IN AREAS GENERALLY CONSIDERED
STABLE.  SALES  ARE  MAINLY  TO  COMPANIES  WHOSE  OUTPUTS  BECOME COMPONENTS IN
CONSUMER  AND  INDUSTRIAL PRODUCTS HAVING WIDE APPLICATION AND DEMAND AND NO ONE
CUSTOMER  ACCOUNTS  FOR A MATERIAL PROPORTION OF SALES. MANAGEMENT BELIEVES THAT
INFLATION,  GENERALLY,  HAS  HAD  LITTLE  OVERALL  IMPACT UPON THE CORPORATION'S
OPERATIONS  AND  REPORTED  EARNINGS. WHILE THERE MAY BE TEMPORARY DISRUPTIONS OF
ECONOMIC STABILITY, MANAGEMENT BELIEVES THAT THEIR LONG-TERM EFFECTS WILL NOT BE
SIGNIFICANT  TO  THE  CORPORATION.





ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK
REFER  TO  THE  NOTES  TO  CONSOLIDATED  CONDENSED  FINANCIAL STATEMENTS, NOTE 8
"MARKET  RISK  AND  CONTINGENCIES".


PART  II.  OTHER  INFORMATION

ITEM  1  :  LEGAL  PROCEEDINGS
     NONE.
ITEM  2  :  CHANGES  IN  THE  RIGHTS  OF  SECURITY  HOLDERS
          NONE.
ITEM  3  :  DEFAULTS  BY  THE  CORPORATION  ON  ITS  SENIOR  SECURITIES
          NONE.
ITEM  4  :  RESULTS  OF  VOTES  OF  SECURITY  HOLDERS
     NONE.

ITEM  5  :  OTHER  INFORMATION
5.1  THE  CORPORATION  MADE  BORROWINGS  ON  THE REVOLVING LOAN UNDER ITS CREDIT
FACILITY ON DECEMBER 13, 2000, IN THE AMOUNT OF $13.6 MILLION AND ON JANUARY 11,
2001,  IN  THE  AMOUNT  OF  $16.9 MILLION TO EFFECT THE ACQUISITION OF A SPANISH
PRINTED  CIRCUIT  BOARD  MANUFACTURER.  THIS  TRANSACTION IS EXPECTED TO FURTHER
ENHANCE THE CORPORATION'S ABILITY TO COMMERCIALIZE ITS VIATEK CHEMISTRY PROCESS,
WORLDWIDE.  THE  FIRST  BORROWING  IS REFLECTED AS A DEPOSIT ON THE DECEMBER 31,
2000  CONSOLIDATED  CONDENSED  BALANCE  SHEET  AND  STATEMENT  OF  CASH  FLOWS.
5.2  THE  CORPORATION  ISSUED A PRESS RELEASE ON OCTOBER 26, 2000 FOR ITS SECOND
QUARTER  EARNINGS  AND  TO  CONCURRENTLY ANNOUNCE A RESTRUCTURING PROGRAM.  THIS
RESTRUCTURING  WILL  REPRESENT  ONGOING  SAVINGS  IN EXCESS OF $12 MILLION.  THE
PROGRAM  HAD  BEEN  INITIATED  DURING  THE  SECOND QUARTER AND IS EXPECTED TO BE
COMPLETED  BY  THE  END  OF  THE  FISCAL YEAR, WITH TOTAL CHARGES TO EARNINGS OF
APPROXIMATELY  $5.6  MILLION EXPECTED.  THE RESTRUCTURING PROGRAM RECOGNIZES THE
REDUNDANCIES  IN  MANAGEMENT  AND  OFFICE  SUPPORT  AS  A RESULT OF RECENT LARGE
ACQUISITIONS,  FOR  WHICH  THE DECISION WAS MADE TO INTEGRATE THESE ACQUISITIONS
SLOWLY  IN  ORDER  TO  ENSURE  THE  OPERATIONS  WERE  FIRST  WELL  INTEGRATED.
ITEM  6(A)  :  EXHIBITS
     NONE.
ITEM  6(B)  :  REPORTS  ON  FORM  8-K
     NONE.

<PAGE>



                                   SIGNATURES



PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  EXCHANGE  ACT OF 1934, THE
REGISTRANT  HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE
UNDERSIGNED  THEREUNTO  DULY  AUTHORIZED.


     MACDERMID,  INCORPORATED
      (REGISTRANT)






DATE:  FEBRUARY  14,  2001      /S/  DANIEL  H.  LEEVER

     DANIEL  H.  LEEVER
     CHAIRMAN  AND
      CHIEF  EXECUTIVE  OFFICER






DATE:  FEBRUARY  14,  2001     /  S  /  GREGORY  M.  BOLINGBROKE

     GREGORY  M.  BOLINGBROKE
     CORPORATE  CONTROLLER  AND
     TREASURER