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  June 30, 2002
                                                 --------------

                         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
                                                          ---------------

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

                      Class          Outstanding  at  August  1,  2002
     ----------------------          ---------------------------------
     Common  Stock,  no  par  value                       32,246,830  shares
                             MACDERMID, INCORPORATED
                                      INDEX
<TABLE>
<CAPTION>


                                                                     Page No.
                                                                     --------
<S>                                                                  <C>
Part I.   Financial Information

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
         June 30, 2002 and December 31, 2001. . . . . . . . . . . .       2-3
       Consolidated Condensed Statements of Earnings
         and Retained Earnings - Six and Three Months Ended
         June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . .         4
       Consolidated Condensed Statements of Cash Flows -
         Six Months Ended June 30, 2002 and 2001. . . . . . . . . .         5
       Notes to Consolidated Condensed Financial Statements . . . .      6-22
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations. . . . .     23-30
Item 3.  Quantitative and Qualitative Disclosures About Market Risk        30
Part II.   Other Information. . . . . . . . . . . . . . . . . . . .        30
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31
Statement Under Section 906 of the Sarbanes-Oxley Act of 2002 . . .     32-33
</TABLE>



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

<TABLE>
<CAPTION>


                                             June 30,     December 31,
                                               2002           2001
                                           ------------  --------------
Assets                                     (Unaudited)     (Audited)
<S>                                        <C>           <C>
Current assets:
Cash and equivalents. . . . . . . . . . .  $     15,693  $       17,067
Accounts and notes receivable, (net
   of allowance for doubtful receivables
   of $16,550 and $14,642). . . . . . . .       163,034         164,230
Inventories
   Finished goods . . . . . . . . . . . .        55,148          57,882
   Raw materials. . . . . . . . . . . . .        52,153          53,152
                                           ------------  --------------
                                                107,301         111,034
Prepaid expenses. . . . . . . . . . . . .         9,697           8,068
Deferred income tax asset . . . . . . . .        14,164          13,831
                                           ------------  --------------
              Total current assets. . . .       309,889         314,230
Property, plant and equipment (net
   of accumulated depreciation of
   $143,718 and $140,234) . . . . . . . .       146,098         152,482
Goodwill (Note 2) . . . . . . . . . . . .       224,635         222,571
Intangibles, (net of accumulated
   amortization of $17,963
   and $36,585) (Note 2). . . . . . . . .        36,262          37,425
Other assets. . . . . . . . . . . . . . .        64,080          64,177
                                           ------------  --------------
                                           $    780,964  $      790,885
                                           ============  ==============
<FN>

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


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

<TABLE>
<CAPTION>


                                                  June 30,     December 31,
                                                    2002           2001
                                                ------------  --------------
Liabilities and shareholders' equity            (Unaudited)     (Audited)
<S>                                             <C>           <C>
Current liabilities:
Notes payable. . . . . . . . . . . . . . . . .  $     7,540   $      12,961
Current installments of long-term obligations.        6,554           5,614
Accounts and dividends payable . . . . . . . .       67,497          62,031
Accrued expenses (Note 7). . . . . . . . . . .       78,377          82,886
Income taxes . . . . . . . . . . . . . . . . .       11,613          10,468
                                                ------------  --------------
              Total current liabilities. . . .      171,581         173,960

Long-term obligations. . . . . . . . . . . . .      358,680         393,788
Accrued post-retirement and
   postemployment benefits . . . . . . . . . .       12,777          12,308
Deferred income taxes. . . . . . . . . . . . .        4,099           4,364
Other long-term liabilities. . . . . . . . . .        1,177             281
Minority interest. . . . . . . . . . . . . . .        3,189           2,753

Shareholders' equity:
Common stock stated value
   $1.00 per share (Note 3). . . . . . . . . .       46,540          46,410
Additional paid-in capital . . . . . . . . . .       18,815          16,923
Retained earnings. . . . . . . . . . . . . . .      234,334         218,619
Cumulative comprehensive
   income equity adjustments (Note 5). . . . .      (11,183)        (19,579)
Less: cost of treasury shares (Note 3) . . . .      (59,045)        (58,942)
                                                ------------  --------------
              Total shareholders' equity . . .      229,461         203,431
                                                ------------  --------------
                                                $   780,964   $     790,885
                                                ============  ==============
<FN>

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



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

<TABLE>
<CAPTION>

                                                       Six Months Ended          Three Months Ended
                                                           June 30,                     June 30,
                                                     2002          2001          2002          2001
                                                 ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>
Net sales . . . . . . . . . . . . . . . . . . .  $   343,678   $   396,887   $   176,722   $   185,094

Cost and expenses:
   Cost of sales. . . . . . . . . . . . . . . .      189,177       231,926        96,365       107,035
   Selling, technical, administrative expenses.      107,495       120,050        55,710        54,646
   Amortization . . . . . . . . . . . . . . . .        3,138         6,850         1,570         1,983
   Interest income. . . . . . . . . . . . . . .         (277)         (834)         (136)         (239)
   Interest expense . . . . . . . . . . . . . .       17,944        18,180         8,743         8,516
   Other expense (net). . . . . . . . . . . . .          553         1,054           359           658
                                                 ------------  ------------  ------------  ------------
                                                     318,030       377,226       162,611       172,599
                                                 ------------  ------------  ------------  ------------

Earnings before taxes and
   minority interest. . . . . . . . . . . . . .       25,648        19,661        14,111        12,495
Income taxes. . . . . . . . . . . . . . . . . .       (8,208)       (7,177)       (4,169)       (4,623)

Minority interest . . . . . . . . . . . . . . .         (435)           27          (269)           27
                                                 ------------  ------------  ------------  ------------
Net earnings. . . . . . . . . . . . . . . . . .       17,005        12,511         9,673         7,899

Retained earnings, beginning of period. . . . .      218,619       245,471       225,306       249,460
Cash dividends declared . . . . . . . . . . . .       (1,290)       (1,266)         (645)         (643)
                                                 ------------  ------------  ------------  ------------
Retained earnings, end of period. . . . . . . .  $   234,334   $   256,716   $   234,334   $   256,716
                                                 ============  ============  ============  ============


Net earnings per common share - (Note 4):
   Basic. . . . . . . . . . . . . . . . . . . .  $      0.53   $      0.40   $      0.30   $      0.25
                                                 ============  ============  ============  ============
   Diluted. . . . . . . . . . . . . . . . . . .  $      0.52   $      0.39   $      0.30   $      0.24
                                                 ============  ============  ============  ============


Cash dividends per common share . . . . . . . .  $      0.04   $      0.04   $      0.02   $      0.02
                                                 ============  ============  ============  ============

Weighted average common shares outstanding
   Basic. . . . . . . . . . . . . . . . . . . .   32,224,787    31,312,059    32,228,064    31,491,274
                                                 ============  ============  ============  ============
   Diluted. . . . . . . . . . . . . . . . . . .   32,503,828    32,392,104    32,514,702    32,389,340
                                                 ============  ============  ============  ============
<FN>

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


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

<TABLE>
<CAPTION>


                                                             Six Months Ended June 30,
                                                             2002                 2001
<S>                                            <C>                          <C>
Net cash flows from operating activities. . .  $                   49,953   $  36,120

Cash flows from investing activities:
   Capital expenditures . . . . . . . . . . .                      (2,579)    (14,483)
   Proceeds from disposition of fixed assets.                         299       2,366
   Acquisitions of businesses . . . . . . . .                           -     (15,141)
   Dispositions of businesses . . . . . . . .                           -       9,415
                                               ---------------------------  ----------
   Net cash flows used in
     investing activities . . . . . . . . . .                      (2,280)    (17,843)

Cash flows from financing activities:
   Net proceeds from (repayments of)
     short-term borrowings. . . . . . . . . .                      (9,626)     (7,134)
   Long-term borrowings . . . . . . . . . . .                      68,451     377,795
   Long-term repayments . . . . . . . . . . .                    (107,138)   (381,338)
   Bond financing fees. . . . . . . . . . . .                           -      (6,500)
   Purchase of treasury shares. . . . . . . .                        (103)          -
   Dividends paid . . . . . . . . . . . . . .                      (1,290)     (1,266)
                                               ---------------------------  ----------
   Net cash flows used in
     financing activities . . . . . . . . . .                     (49,706)    (18,443)

Effect of exchange rate changes
   on cash and cash equivalents . . . . . . .                         659      (2,054)
                                               ---------------------------  ----------

   Increase (decrease) in cash and
    cash equivalents. . . . . . . . . . . . .                      (1,374)     (2,220)
Cash and cash equivalents at
   beginning of period. . . . . . . . . . . .                      17,067      17,732
                                               ---------------------------  ----------

Cash and cash equivalents
   at end of period . . . . . . . . . . . . .  $                   15,693   $  15,512
                                               ===========================  ==========

Cash paid for interest. . . . . . . . . . . .  $                   20,854   $  15,441
                                               ===========================  ==========

Cash paid for income taxes. . . . . . . . . .  $                    5,390   $   9,731
                                               ===========================  ==========

<FN>

See  accompanying  notes  to  consolidated  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  December  31,  2001  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 six and three month periods ended June 30, 2002 and 2001 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 transition year
2001  Annual  Report.

Note  2.     Goodwill  and  Other  Intangible  Assets
Goodwill  carrying  amounts,  identified  for  the  following segments; Advanced
Surface  Finishes  "ASF",  Printing  Solutions  (formerly Graphic Arts) "PS" and
Electronics  Manufacturing  "EM",  are  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>       <C>      <C>      <C>
                                 ASF       PS       EM       Total
                                 --------  -------  -------  --------
Balance as of December 31, 2001  $123,052  $72,130  $27,389  $222,571
Effects of currency translation     1,665      399        -     2,064
                                 --------  -------  -------  --------
Balance as of June 30, 2002 . .  $124,717  $72,529  $27,389  $224,635
                                 ========  =======  =======  ========
</TABLE>


<TABLE>
<CAPTION>



Acquired intangible assets            June 30, 2002                     December 31, 2001
                                     ---------------                   -------------------
                            Gross Carrying       Accumulated      Gross Carrying    Accumulated
                                Amount          Amortization          Amount        Amortization
                            ---------------  -------------------  ---------------  --------------
<S>                         <C>              <C>                  <C>              <C>
Patents. . . . . . . . . .  $        19,698  $           (7,527)  $        20,865  $      (8,357)
Trademarks . . . . . . . .           27,475              (8,549)           28,281         (8,093)
Others . . . . . . . . . .            7,052              (1,887)           24,864        (20,135)
                            ---------------  -------------------  ---------------  --------------
   Total . . . . . . . . .  $        54,225  $          (17,963)  $        74,010  $     (36,585)
                            ===============  ===================  ===============  ==============
</TABLE>



Aggregate  estimated  amortization expense is expected to approximate $2,700 for
each  of  the  fiscal  years  ended  December  31,  2002  -  2006.
<TABLE>
<CAPTION>



                                                Six Months Ended          Three Months Ended
Additional transitional disclosures:                June 30,                    June 30,
                                            2002                2001           2002    2001
                                      -----------------  -------------------  ------  ------
<S>                                   <C>                <C>                  <C>     <C>
Reported net income. . . . . . . . .  $          17,005  $            12,511  $9,673  $7,899
Add back:  goodwill amortization . .                  -                1,913       -       -
                                      -----------------  -------------------  ------  ------
Adjusted net income. . . . . . . . .  $          17,005  $            14,424  $9,673  $7,899
                                      =================  ===================  ======  ======

Basic earnings per share:
  Reported net income. . . . . . . .  $            0.53  $              0.40  $ 0.30  $ 0.25
  Goodwill amortization. . . . . . .                  -  $              0.06       -       -
                                      -----------------  -------------------  ------  ------
  Adjusted net income. . . . . . . .  $            0.53  $              0.46  $ 0.30  $ 0.25
                                      =================  ===================  ======  ======
Diluted earnings per share:
   Reported net income . . . . . . .  $            0.52  $              0.39  $ 0.30  $ 0.24
   Goodwill amortization . . . . . .                  -  $              0.06       -       -
                                      -----------------  -------------------  ------  ------
  Adjusted net income. . . . . . . .  $            0.52  $              0.45  $ 0.30  $ 0.24
                                      =================  ===================  ======  ======
</TABLE>



Note  3.     Common  Share  Data
The  following  table  summarizes  common  shares issued as of June 30, 2002 and
2001.
<TABLE>
<CAPTION>



<S>                           <C>         <C>
                                    2002        2001
                              ----------  ----------
Balance beginning of period.  46,409,757  45,408,464
Shares issued - stock awards     130,000   1,001,293
                              ----------  ----------
Balance end of period. . . .  46,539,757  46,409,757
                              ==========  ==========
</TABLE>


The  Board  of Directors has from time-to-time authorized the purchase of issued
and outstanding shares of the Corporation's common stock.  Common shares held in
treasury,  were 14,314,127 at June 30, 2002 and 14,309,654 at December 31, 2001.
There  remained authorization to purchase approximately 138,000 common shares at
June  30,  2002.  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 contingently issuable common shares from stock
options,  stock  awards  and  share  warrants  outstanding  during  the  period.
Earnings  per  share  is calculated based upon net earnings available for common
shareholders.

The  following table reconciles basic weighted-average common shares outstanding
to  diluted  weighted-average  common  shares  outstanding.
<TABLE>
<CAPTION>


                                                 Six Months Ended June 30,            Three Months Ended June 30,
                                             2002                        2001                 2002        2001
                                   -------------------------  ---------------------------  ----------  ----------
<S>                                <C>                        <C>                          <C>         <C>
Basic common shares . . . . . . .                 32,224,787                   31,312,059  32,228,064  31,491,274
Dilutive effect of stock options.                    279,041                      259,909     286,638     257,155
Dilutive effect of share warrants                          -                      820,136           -     640,911
                                   -------------------------  ---------------------------  ----------  ----------
Diluted common shares . . . . . .                 32,503,828                   32,392,104  32,514,702  32,389,340
                                   =========================  ===========================  ==========  ==========
</TABLE>


Note  5.     Comprehensive Income and Cumulative Comprehensive Equity Adjustment
The components of comprehensive income for the six and three month periods ended
June  30,  2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>


                                                          Six Months Ended June 30,           Three Months Ended June 30,
                                                      2002                          2001                 2002      2001
                                           ---------------------------  -----------------------------  --------  --------
<S>                                        <C>                          <C>                            <C>       <C>
Net earnings. . . . . . . . . . . . . . .  $                   17,005   $                     12,511   $ 9,673   $ 7,899
Other comprehensive income:
  Foreign currency translation adjustment                       8,397                         (5,907)    8,807    (2,744)
  Minimum pension liability . . . . . . .                           -                         (9,670)        -         -
  Hedging activities. . . . . . . . . . .                          (1)                          (258)     (251)     (258)
                                           ---------------------------  -----------------------------  --------  --------
Comprehensive Income. . . . . . . . . . .  $                   25,401   $                     (3,324)  $18,229   $ 4,897
                                           ===========================  =============================  ========  ========
</TABLE>


The  components  of cumulative equity adjustments for comprehensive income as of
June  30,  2002  and  December  31,  2001  are  as  follows:
<TABLE>
<CAPTION>


                                          June 30, 2002    December 31, 2001
                                         ---------------  -------------------
<S>                                      <C>              <C>
Cumulative equity adjustments for:
   Foreign currency translation . . . .  $       (7,952)  $          (16,349)
   Additional minimum pension liability          (2,954)              (2,954)
   Hedging activities . . . . . . . . .            (277)                (276)
                                         ---------------  -------------------
Cumulative comprehensive income . . . .  $      (11,183)  $          (19,579)
                                         ===============  ===================

</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  Finishing  and  Printing
Solutions,  which  was previously referred to as Graphic Arts.  In addition, the
Corporation  operates a third reportable segment, Electronics Manufacturing, for
the  design  and  manufacture  of  printed circuit boards.  These three segments
under which the Corporation operates on a worldwide basis are managed separately
as  each  segment  has  differences in technology and marketing strategies.  The
chemicals  supplied  by Advanced Surface Finishing are used for a broad range of
purposes  including  finishing metals and non metallic surfaces, electro-plating
metal  surfaces,  etching,  imaging,  metalization,  high  pressure  fluids  and
cleaning.  The  chemicals  supplied  by  Printing Solutions are used for diverse
purposes  including  offset  blankets,  printing  plates,  textile  blankets and
rubber-based  covers  for industrial rollers used in the printing industry.  The
Electronics  Manufacturing  segment  produces  a wide variety of both single 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 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 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  evaluated  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 and certain other long term assets not directly associated
with  the  support  of  the  individual  operations.


<TABLE>
<CAPTION>



Segment results of operations:                           Six Months Ended June 30,             Three Months Ended June 30,
                                                     2002                          2001                 2002       2001
                                          ---------------------------  -----------------------------  ---------  ---------
<S>                                       <C>                          <C>                            <C>        <C>
Net sales
   Advanced surface finishing. . . . . .  $                  158,989   $                    195,035   $ 80,558   $ 86,911
   Printing solutions. . . . . . . . . .                     141,851                        151,911     73,498     74,845
   Electronics manufacturing . . . . . .                      42,838                         49,941     22,666     23,338
                                          ---------------------------  -----------------------------  ---------  ---------
     Consolidated net sales. . . . . . .  $                  343,678   $                    396,887   $176,722   $185,094
                                          ---------------------------  -----------------------------  ---------  ---------

Operating income (loss)
   Advanced surface finishing. . . . . .  $                   20,899   $                     30,267   $ 10,805   $ 14,002
   Printing solutions. . . . . . . . . .                      23,822                         24,398     12,554     11,401
   Electronics manufacturing . . . . . .                       2,285                         (3,880)     1,288     (1,990)
   Restructuring and impairment expense.                           -                         (5,874)         -          -
   Amortization expense. . . . . . . . .                      (3,138)                        (6,850)    (1,570)    (1,983)
                                          ---------------------------  -----------------------------  ---------  ---------
     Consolidated operating income . . .  $                   43,868   $                     38,061   $ 23,077   $ 21,430

      Interest income. . . . . . . . . .                         277                            834        136        239
      Interest expense . . . . . . . . .                     (17,944)                       (18,180)    (8,743)    (8,516)
      Other (expense) income, net. . . .                        (553)                        (1,054)      (359)      (658)
      Earnings before income taxes
                                          ---------------------------  -----------------------------  ---------  ---------
        and minority interest. . . . . .  $                   25,648   $                     19,661   $ 14,111   $ 12,495
                                          ===========================  =============================  =========  =========
</TABLE>


<TABLE>
<CAPTION>



<S>                           <C>             <C>
Segment identifiable assets:  June 30, 2002   December 31, 2001
                              --------------  ------------------
Advanced surface finishing .  $      153,350  $          177,253
Graphic arts . . . . . . . .         430,893             431,353
Electronics manufacturing. .         138,063             132,296
Corporate-wide . . . . . . .          58,658              49,983
                              --------------  ------------------
   Consolidated assets . . .  $      780,964  $          790,885
                              ==============  ==================
</TABLE>


Note  7.     Restructuring  Charges  and  Acquisition  Liabilities
The  Corporation initiated restructuring programs (included in accrued expenses)
each  of  the two previous fiscal years in order to reduce its manufacturing and
operating  cost  structures.
Transition year ended December 31, 2001 included a $21,264 restructuring charge,
representing  management  and  office  support redundancies.  The resulting cash
payments and other charges, including cash payments of $1,948 for the six months
ended  June  30,  2002,  are  summarized,  cumulative,  since  inception, on the
following  table:

<TABLE>
<CAPTION>


                                      Cash     Non-cash
                        Inception   Payments    Charges   Balance
                        ----------  ---------  ---------  --------
<S>                     <C>         <C>        <C>        <C>
Severance. . . . . . .  $    2,918  $   2,004  $       -  $    914
Lease/asset write-offs      18,346          -     15,644     2,702
                        ----------  ---------  ---------  --------
   Total . . . . . . .  $   21,264  $   2,004  $  15,644  $  3,616
                        ==========  =========  =========  ========
</TABLE>


Fiscal  year  ended  March  31,  2001  included  a  $6,663 restructuring charge,
primarily  representing  management  and  office  support  redundancies.  The
resulting  cash  payments  and other charges, including cash payments of $22 for
the six months ended June 30, 2002, are summarized, cumulative, since inception,
on  the  following  table:
<TABLE>
<CAPTION>


                                      Cash     Non-cash
                        Inception   Payments    Charges   Balance
                        ----------  ---------  ---------  --------
<S>                     <C>         <C>        <C>        <C>
Severance. . . . . . .  $    6,133  $   5,798  $     335  $      -
Lease/asset write-offs         530        106        424         -
                        ----------  ---------  ---------  --------
   Total . . . . . . .  $    6,663  $   5,904  $     759  $      -
                        ==========  =========  =========  ========
</TABLE>


The Corporation established 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.  See market risk and contingencies,
Note  8,  regarding  environmental  activity.
The  following  table  summarizes the cumulative activity to this account, since
inception,  including  cash  payments  of  $60 for the six months ended June 30,
2002:
<TABLE>
<CAPTION>



<S>            <C>         <C>          <C>       <C>
               Inception   Adjustments  Payments  Balance
               ----------  -----------  --------  --------
Facilities. .  $    4,200          885     3,365  $  1,720
Redundancies.       2,050        3,100     5,150         -
Environmental       2,000            -       120     1,880
               ----------  -----------  --------  --------
   Total. . .  $    8,250        3,985     8,635  $  3,600
               ==========  ===========  ========  ========
</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.  The Corporation has
entered  into  interest  rate  swaps, a portion of which have been designated as
hedging  instruments  under  the provisions of Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.
At  June 30, 2002, the aggregate notional amount covers 85% of its borrowings on
this  credit  facility.  The  resulting  weighted-average fixed interest rate is
5.6%  under  this  facility.  The  Corporation  further  reduced its exposure to
interest  rate risk with a fixed rate bond offering during transition year 2001.
For  additional information, see the financial information for guarantors of the
Corporation's bond offering, Note 9.  Based upon expected levels of borrowing in
2002  and  providing  for  swap protection, an increase in interest rates of 100
basis  points would result in an incremental interest expense of less than $100.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 55% of the Corporation's
sales  are denominated in currencies other than the US Dollar, predominantly the
Pound Sterling, currencies pegged to the Euro, the Yen, Hong Kong and New Taiwan
Dollars.  For  the  six  month period ending June 30, 2002, there was a negative
impact  on  earnings of approximately $0.01 per share, or approximately 2%.  The
impact  on  operating cash flows has been less than $2,600 annually.  Management
continually  reviews the balance between foreign currency denominated assets and
liabilities  in order to minimize the exposure to foreign exchange fluctuations.
Approximately  60%  of  the Corporation's identifiable assets are denominated in
currencies  other  than  the  US  Dollar,  predominantly  the  Pound  Sterling,
currencies  pegged  to  the  Euro,  the  Yen,  Hong Kong and New Taiwan Dollars.
MacDermid  does  not enter into any derivative financial instruments for trading
purposes.  The  Corporation has certain other supply agreements for raw material
inventories  but  has  chosen  not  to  enter  into  any  price hedging with its
suppliers  for  commodities.
Contingencies
Environmental:  As  manufacturers  and  distributors  of specialty chemicals and
systems,  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's  nature  of operations 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.  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.

Note  8.     Market  Risk  and  Contingencies  (continued)
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 some of the Canning sites acquired in December 1998, 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 $11,500.  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.  See restructuring
charges  and  acquisition  liabilities,  Note  7.
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  June 25, 2002, the U.S. Environmental Protection Agency
brought  an  administrative  complaint  against  the  Adams,  Massachusetts
manufacturing  facility owned by MacDermid Graphic Arts, Inc., alleging that the
facility  violated  certain  regulations  and  permit requirements regarding air
emissions  and  related record keeping matters.  The allegations arise primarily
out of conduct that allegedly occurred prior to the Corporation's acquisition of
the  facility  through its December 1999 acquisition of Polyfibron Technologies,
Inc.  The  complaint  seeks  $0.3  million  in  penalties.  The  Corporation's
subsidiary  has  responded  to  the  complaint  and will engage a defense to the
allegations.  The  Corporation currently believes that this matter will not have
a  material  impact  on its future results of operations and financial position.
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  will  be required to pay fines and penalties totaling
$2,500,  without interest, over six quarterly installments.  In addition, $1,550
will  be  paid  to  various local charitable and environmental organizations and
causes.  The  Corporation  will  be  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  future  results of operations and financial position will not be
affected  by  these  arrangements.

Note  8.     Market  Risk  and  Contingencies  (continued)
Other  Concentrations:  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 used for a wide variety of
applications,  including  offset blankets, printing plates, textile blankets and
rubber  based  covers  for  industrial  rollers,  while  30%  of the business is
concentrated  in  the  electronics  industry,  between  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 well as the manufacture of printed
circuit  boards.  As  is usual for this business, 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.
Note  9.     Financial  Information  for  Guarantors  of  the Corporation's Bond
Offering
The  Corporation  issued  9  1/8%  Senior  Subordinated  Notes ("bond offering")
effective  June  20,  2001,  for the face amount of $301,500, which pay interest
semiannually  on  January  15th  and July 15th and mature in 2011.  The proceeds
were used to pay down existing long-term debt.  This bond offering is guaranteed
by  substantially  all  existing  and future directly or indirectly 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
bond offering.  The Corporation's unrestricted subsidiaries that result from the
January 2001 Eurocir acquisition and its foreign subsidiaries are not guarantors
of  the  indebtedness  under  the  bond  offering.  The  following  financial
information  is  presented  to  give additional disclosures to the Corporation's
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 the
fiscal  periods  ended June 30, 2002 and 2001 and December 31, 2001.  The equity
method  has  been  used  by  the  Corporation  with  respect  to  investments in
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 to
consolidated  financial statements included in the Corporation's transition year
2001  annual  report  of  the  Corporation.


CONSOLIDATED  CONDENSED  BALANCE  SHEET
JUNE  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              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 equivalents. . . .  $         818  $       1,428   $      13,006   $         441   $           -   $      15,693
Accounts receivables, net .         12,890         28,765         103,722          17,657               -         163,034
Due (to) from affiliates. .        175,424       (102,216)        (46,895)        (26,313)              -               -
Inventories . . . . . . . .         15,384         29,718          52,619           9,580               -         107,301
Prepaid expenses. . . . . .            611          3,828           5,079             179               -           9,697
Deferred income taxes . . .          9,781              -           3,717             666               -          14,164
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        214,908        (38,477)        131,248           2,210               -         309,889

Property, plant and
  equipment, net. . . . . .         15,428         54,843          55,431          20,396               -         146,098
Goodwill. . . . . . . . . .         13,240         67,972         116,316          27,107               -         224,635
Intangibles, net. . . . . .              -         10,548          25,615              99               -          36,262
Investments in subsidiaries        325,995        240,049           7,680               -        (573,724)              -
Other assets. . . . . . . .         40,574          9,041          11,440           3,025               -          64,080
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     610,145  $     343,976   $     347,730   $      52,837   $    (573,724)  $     780,964
                             =============  ==============  ==============  ==============  ==============  =============

</TABLE>


CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
JUNE  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                                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 . . . . . . .  $            -   $           -   $       2,612   $       4,928   $           -   $       7,540
Current installments of
   Long-term obligations. .               -             146             405           6,003               -           6,554
Accounts, dividend payable.           7,416           9,174          34,944          15,963               -          67,497
Accrued expenses. . . . . .          35,111          14,908          24,652           3,706               -          78,377
Income taxes. . . . . . . .          10,722          (6,320)          6,831             380               -          11,613
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities .          53,249          17,908          69,444          30,980               -         171,581

Long-term obligations . . .         318,286             771          29,607          10,016               -         358,680
Accrued postretirement. . .           9,149               -           3,628               -               -          12,777
Deferred income taxes . . .               -            (760)          4,051             808               -           4,099
Other long-term liabilities               -              62             951             164               -           1,177
Minority interest . . . . .               -               -               -           3,189               -           3,189

Shareholders' equity:
Common stock. . . . . . . .          46,540             (99)          3,809               3          (3,713)         46,540
Additional paid-in capital.          18,815         186,804          96,476          10,260        (293,540)         18,815
Retained earnings . . . . .         234,334         148,353         142,766          (1,858)       (289,261)        234,334
Cumulative comprehensive
   income equity
   adjustment, net. . . . .         (11,183)         (9,063)         (3,002)           (725)         12,790         (11,183)
Less cost common shares
   in treasury. . . . . . .         (59,045)              -               -               -               -         (59,045)
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity.         229,461         325,995         240,049           7,680        (573,724)        229,461
                             ---------------  --------------  --------------  --------------  --------------  --------------

                             $      610,145   $     343,976   $     347,730   $      52,837   $    (573,724)  $     780,964
                             ===============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  JUNE  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED

<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales . . . . . . . .  $      50,212   $      93,842   $     165,504   $      42,838   $      (8,718)  $     343,678

Costs and expenses:
Cost of sales . . . . . .         29,297          45,784          86,270          36,544          (8,718)        189,177
Selling, technical,
   administrative . . . .         29,111          22,626          51,749           4,009               -         107,495
Amortization. . . . . . .          1,730             821             573              14               -           3,138
Equity in earnings of
   subsidiaries . . . . .        (28,465)        (16,550)            (33)              -          45,048               -
Interest income . . . . .            (40)            (52)           (171)            (14)              -            (277)
Interest expense. . . . .          8,391           5,246           2,989           1,318               -          17,944
Other expense
   (income), net. . . . .            788            (160)            (93)             18               -             553
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  40,812          57,715         141,284          41,889          36,330         318,030
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   And minority interest.          9,400          36,127          24,220             949         (45,048)         25,648
Income taxes benefit
   (expense). . . . . . .          7,605          (7,662)         (7,670)           (481)              -          (8,208)
Minority interest . . . .              -               -               -            (435)              -            (435)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $      17,005   $      28,465   $      16,550   $          33   $     (45,048)  $      17,005
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  JUNE  30,  2002
(unaudited)
<TABLE>
<CAPTION>



                                                                                                             MACDERMID
                                                                            UNRESTRICTED                    INCORPORATED

<PAGE>
                             MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                            INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales . . . . . . . .  $      25,416   $      47,551   $      85,584   $      22,666   $      (4,495)  $     176,722

Costs and expenses:
Cost of sales . . . . . .         14,744          22,564          44,295          19,257          (4,495)         96,365
Selling, technical,
   administrative . . . .         14,789          11,590          27,209           2,122               -          55,710
Amortization. . . . . . .            864             411             288               7               -           1,570
Equity in earnings of
   subsidiaries . . . . .        (15,369)         (8,980)            (84)              -          24,433               -
Interest income . . . . .            (18)            (19)            (91)             (8)              -            (136)
Interest expense. . . . .          4,375           2,240           1,459             669               -           8,743
Other expense
   (income), net. . . . .            330              20               5               4               -             359
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  19,715          27,826          73,081          22,051          19,938         162,611
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   And minority interest.          5,701          19,725          12,503             615         (24,433)         14,111
Income taxes benefit
   (expense). . . . . . .          3,972          (4,356)         (3,523)           (262)              -          (4,169)
Minority interest . . . .              -               -               -            (269)              -            (269)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $       9,673   $      15,369   $       8,980   $          84   $     (24,433)  $       9,673
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
SIX  MONTHS  ENDED  JUNE  30,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                               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 (used in)
   provided by
   operating activities: . .  $      10,778   $       9,873   $      26,524   $       2,778   $           -  $      49,953

Investing activities:
Capital expenditures . . . .           (526)           (522)           (636)           (895)              -         (2,579)
Proceeds from disposition
   of fixed assets . . . . .              -               -             147             152               -            299
Net cash flows used in
                              --------------  --------------  --------------  --------------  -------------  --------------
   investing activities. . .           (526)           (522)           (489)           (743)              -         (2,280)
                              --------------  --------------  --------------  --------------  -------------  --------------

Financing activities:
Net proceeds from
   (repayments of)
   short-term borrowings . .        (31,490)         (2,432)         27,636          (3,340)              -         (9,626)
Long-term borrowings . . . .         65,500               -               -           2,951               -         68,451
Long-term repayments . . . .        (58,000)              -         (47,392)         (1,746)              -       (107,138)
Purchase of treasury shares.           (103)              -               -               -               -           (103)
Dividends paid . . . . . . .         10,240          (7,372)         (4,158)              -               -         (1,290)
                              --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
   by / (used in)
   financing activities. . .        (13,853)         (9,804)        (23,914)         (2,135)              -        (49,706)
                              --------------  --------------  --------------  --------------  -------------  --------------

Effect of exchange rate

   changes on
   cash and equivalents. . .              -               -             624              35               -            659
                              --------------  --------------  --------------  --------------  -------------  --------------

Net (decrease) increase in
   cash and equivalents. . .         (3,601)           (453)          2,745             (65)              -         (1,374)
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. . . . .  $         818   $       1,428   $      13,006   $         441   $           -  $      15,693
                              ==============  ==============  ==============  ==============  =============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  BALANCE  SHEET
DECEMBER  31,  2001
(audited)
<TABLE>
<CAPTION>


                                                                                                              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 equivalents. . . .  $       4,419  $       1,881   $      10,261   $         506   $           -   $      17,067
Accounts receivables, net .         14,361         28,107         106,645          15,117               -         164,230
Due (to) from affiliates. .        246,066       (184,474)        (39,295)        (22,297)              -               -
Inventories, net. . . . . .         17,442         35,849          49,314           8,429               -         111,034
Prepaid expenses. . . . . .            779          2,707           4,582               -               -           8,068
Deferred income taxes . . .          9,781              -           3,451             599               -          13,831
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        292,848       (115,930)        134,958           2,354               -         314,230

Property, plant and
  equipment, net. . . . . .         20,231         57,730          54,702          19,819               -         152,482
Goodwill. . . . . . . . . .         16,056         80,221          99,187          27,107               -         222,571
Intangibles, net. . . . . .              -         11,219          26,106             100               -          37,425
Investments in subsidiaries        231,820        224,640           9,192               -        (465,652)              -
Other assets. . . . . . . .         40,529          9,325          12,273           2,050               -          64,177
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     601,484  $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>


CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
DECEMBER  31,  2001
(audited)
<TABLE>
<CAPTION>


                                                                                                                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 . . . . . . .  $            -   $           -   $       5,898   $       7,063   $           -   $      12,961
Current installments of
   Long-term obligations. .               -             148             482           4,984               -           5,614
Accounts, dividend payable.           9,273           9,091          28,649          15,018               -          62,031
Accrued expenses. . . . . .          37,955          18,250          24,138           2,543               -          82,886
Income taxes. . . . . . . .          (2,533)          7,785           5,214               2               -          10,468
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities .          44,695          35,274          64,381          29,610               -         173,960

Long-term obligations . . .         349,140             802          34,733           9,113               -         393,788
Accrued postretirement. . .           4,218               -           8,055              35               -          12,308
Deferred income taxes . . .               -            (762)          4,399             727               -           4,364
Other long-term liabilities               -              71             210               -               -             281
Minority interest . . . . .               -               -               -           2,753               -           2,753

Shareholders' equity:
Common stock. . . . . . . .          46,410             (99)          3,809               3          (3,713)         46,410
Additional paid-in capital.          16,923         125,936         100,248          10,260        (236,444)         16,923
Retained earnings . . . . .         218,619         126,625         135,166          (1,891)       (259,900)        218,619
Cumulative comprehensive
   income equity
   adjustment, net. . . . .         (19,579)        (20,642)        (14,583)            820          34,405         (19,579)
Less cost common shares
   in treasury. . . . . . .         (58,942)              -               -               -               -         (58,942)
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity.         203,431         231,820         224,640           9,192        (465,652)        203,431
                             ---------------  --------------  --------------  --------------  --------------  --------------

                             $      601,484   $     267,205   $     336,418   $      51,430   $    (465,652)  $     790,885
                             ===============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  JUNE  30,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                          MACDERMID
                                                                         UNRESTRICTED                    INCORPORATED

<PAGE>
                          MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                         INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                        --------------  --------------  --------------  --------------  --------------  --------------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . .  $      68,503   $     117,577   $     193,160   $      42,213   $     (24,566)  $     396,887

Costs and expenses:
Cost of sales. . . . .         45,658          71,719         100,890          38,225         (24,566)        231,926
Selling, technical,
   Administrative. . .         30,392          31,753          54,118           3,787               -         120,050
Amortization . . . . .            955           3,389           2,135             371               -           6,850
Equity in earnings of
   Subsidiaries. . . .        (21,745)        (23,890)          1,386               -          44,249               -
Interest income. . . .           (109)           (383)           (328)            (14)              -            (834)
Interest expense . . .          8,659           7,179             859           1,483               -          18,180
Other expense
   (income), net . . .            122             528             596            (192)              -           1,054
                        --------------  --------------  --------------  --------------  --------------  --------------

                               63,932          90,295         159,656          43,660          19,683         377,226
                        --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes.          4,571          27,282          33,504          (1,447)        (44,249)         19,661

Income taxes benefit
   (expense) . . . . .          7,940          (5,537)         (9,614)             34               -          (7,177)
Minority interest. . .              -               -               -              27               -              27
                        --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). .  $      12,511   $      21,745   $      23,890   $      (1,386)  $     (44,249)  $      12,511
                        ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  JUNE  30,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                          MACDERMID
                                                                         UNRESTRICTED                    INCORPORATED

<PAGE>
                          MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                         INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                        --------------  --------------  --------------  --------------  --------------  --------------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . .  $      29,047   $      56,904   $      89,724   $      20,235   $     (10,816)  $     185,094

Costs and expenses:
Cost of sales. . . . .         18,819          33,366          47,734          17,932         (10,816)        107,035
Selling, technical,
   Administrative. . .         11,593          15,920          25,315           1,818               -          54,646
Amortization . . . . .              -             796           1,185               2               -           1,983
Equity in earnings of
   Subsidiaries. . . .        (11,533)        (10,109)            376               -          21,266               -
Interest income. . . .            (55)            (48)           (129)             (7)              -            (239)
Interest expense . . .          4,716           3,151            (108)            757               -           8,516
Other expense
   (income), net . . .            210             164             188              96               -             658
                        --------------  --------------  --------------  --------------  --------------  --------------

                               23,750          43,240          74,561          20,598          10,450         172,599
                        --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes.          5,297          13,664          15,163            (363)        (21,266)         12,495

Income taxes benefit
   (expense) . . . . .          2,602          (2,131)         (5,054)            (40)              -          (4,623)
Minority interest. . .              -               -               -              27               -              27
                        --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). .  $       7,899   $      11,533   $      10,109   $        (376)  $     (21,266)  $       7,899
                        ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
SIX  MONTHS  ENDED  JUNE  30,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              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:. .  $     (51,501)  $      61,321   $       8,857   $      17,443   $           -  $      36,120

Investing activities:
Capital expenditures. . . .         (4,246)         (2,284)         (3,922)         (4,031)              -        (14,483)
Proceeds from disposition
   of fixed assets. . . . .             21               -           2,186             159               -          2,366
Acquisitions of businesses.              -          15,333         (13,432)        (17,042)              -        (15,141)
Dispositions of businesses.              -               -           9,415               -               -          9,415
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
   provided by
   investing activities . .         (4,225)         13,049          (5,753)        (20,914)              -        (17,843)
                            --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Net proceeds from
   (repayments of)
   short-term borrowings. .         49,339         (61,415)            791           4,151               -         (7,134)
Long-term borrowings. . . .        317,008           3,000          57,787               -               -        377,795
Long-term repayments. . . .       (311,094)        (20,645)        (49,599)              -               -       (381,338)
Bond financing fees . . . .         (6,500)              -               -               -               -         (6,500)
Dividends paid. . . . . . .          9,014             766         (11,046)              -               -         (1,266)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
   by (used in)
   financing activities . .         57,767         (78,294)         (2,067)          4,151               -        (18,443)
                            --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on
   Changes on
   cash and equivalents . .              -            (412)         (1,445)           (197)              -         (2,054)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net (decrease) increase in
   cash and equivalents . .          2,041          (4,336)           (408)            483               -         (2,220)
Cash and cash equivalents
   at beginning of period .          4,979           4,826           7,927               -               -         17,732
                            --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash equivalents
   at end of period . . . .  $       7,020   $         490   $       7,519   $         483   $           -  $      15,512
                            ==============  ==============  ==============  ==============  ==============  ==============

<PAGE>
</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  JUNE  30,  2002  TO  THE  SAME  PERIOD  IN  2001.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing:  Total  sales  for  the current quarter were $80.6
million, a decrease of $6.3 million, or 7% from $86.9 million in the same period
last  year.  This  is  net  of a positive foreign currency translation effect of
$1.1  million.  Proprietary  sales,  excluding  the  effects of foreign currency
translation,  were  6%  below  the same period last year.  The proprietary sales
decline  resulted  from  lower  consumer  volume  in  the  worldwide electronics
industry.
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 55.8% as compared to 51.7% for
the  same  period  last  year,  in  a  large  part, the result of the previously
mentioned facility closure and other cost reduction efforts.  Selling, technical
and  administrative  expenses  (ST&A)  were  $34.2  million  this quarter, a 10%
increase  as  compared  to  $31.0  million  for  the same period last year.  The
increase  is  primarily  from higher insurance costs and an additional provision
for  bad  debts  due  to  increased  customer  receivable  risk with the current
electronics  business  conditions,  as  well as, a $0.6 million foreign currency
translation  effect.  ST&A  as a percentage of sales for the current quarter was
42.4%  as  compared  to  35.6%  in  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $1.4 million for the three month
period  ended  June  30,  2002.  This was $0.4 million less than the same period
last  year.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization)  decreased 23% from $12.1 million to $9.3 million.
Printing  Solutions:  Printing  solutions  is the Corporation's business segment
that  has  previously  been  referred  to  as graphic arts.  Total sales for the
current quarter were $73.5 million, a decrease of $1.3 million, or 2% from $74.8
million  in  the  same  period  last  year.  This  is  net of a positive foreign
currency  translation effect of $0.7 million.  The underlying sales in all areas
of the printing solutions business were weak as compared to the same period last
year  as  worldwide  economies  remain  soft.
Costs  as  a  percentage  of sales were slightly below the same period last year
even as production overheads in the Americas increased.  Gross profit percentage
was  43.5%  as  compared  to 43.4% for the same period last year.  ST&A expenses
were $19.4 million this quarter, an 8% decrease as compared to $21.0 million for
the  same period last year, as a result of the elimination of certain management
and  office support redundancies.  ST&A as a percentage of sales for the current
quarter  was  26.4%  as  compared  to  28.1%  in  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $0.2 million for the three month
period  ended  June  30,  2002,  similar  to  the  same  period  last  year.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  increased  10%  from  $11.3  million  to  $12.4  million.
Electronics  Manufacturing:  Total  sales  for  the  current  quarter were $22.7
million, a decrease of $0.6 million, or 3% from $23.3 million in the same period
last  year.  This is net of a positive effect of foreign currency translation of
$1.1  million.  The  decrease  is  due to the closure of Dynacircuits, for which
sales  of  $3.1  million  were  included  in  the  same  period  last  year.
Costs  as  a  percentage of sales decreased with the removal of the Dynacircuits
operation.  Gross  profit  percentage was 15.0% as compared to 2.8% for the same
period  last year, as a result.  ST&A expenses were $2.1 million this quarter, a
20%  decrease  as  compared  to  $2.7  million  for  the  same period last year,
primarily  due  to  the  closure  of  Dynacircuits.
As  a  result  of  the  factors  discussed  above, electronics manufacturing had
operating income (after amortization) of $1.3 million for the three month period
ended  June  30,  2002  as compared to an operating loss (after amortization) of
$2.0  million  for  the  same  period  last  year.
Consolidated: Total sales for the current quarter, $176.7 million decreased $8.4
million  or 5% from $185.1 million in the same period last year.  This is net of
a  $2.9 million positive effect from foreign currency translation which resulted
in  higher  reported  sales.  Without  this  effect,  reported  sales would have
decreased  6%  and  proprietary  sales, which were roughly 82% of total sales as
compared  to  81%  in  the  same  period  last  year,  would  have decreased 4%.
Gross  profits  increased  3%  for the three month period ended June 30, 2002 as
compared  to  the same period last year, in spite of less proprietary sales, due
to  the closure of production facilities in each of the three business segments.
Gross  profit  as  a percentage of sales was 45.5% for the three month period as
compared  to 42.2% for the same period last year.  ST&A expenses were similar to
the  same period last year.  The resulting ST&A as a percentage of sales for the
three month period was 31.5% as compared to 29.5% for the same period last year.
Total  amortization  charged  to  earnings  was $1.6 million for the three month
period  ended  June  30,  2002.  This was $0.4 million less than the same period
last  year.
Operating  profit  (after  amortization)  for  the  three month period was $23.0
million,  an  increase  of  $1.6  million,  or  approximately 7% more than $21.4
million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The Corporation's effective income tax rate approximates 30% for the three month
period  ended  June  30,  2002  and  37%  for the same period in 2001.  The rate
difference  is  mainly a result of a change in earnings mix from higher to lower
taxed  jurisdictions  during  fiscal  2002.
NET  EARNINGS
Net  earnings  available to common shareholders for the three month period ended
June  30,  2002 increased 22% as compared to the same period last year.  Foreign
currency  translation,  although  favorable, did not have a measurable effect on
reported  earnings  for  the  three  month  period.

THE  FOLLOWING  DISCUSSION  COMPARES THE RESULTS OF OPERATIONS FOR THE SIX MONTH
PERIOD  WHICH  ENDED  JUNE  30,  2002  TO  THE  SAME  PERIOD  IN  2001.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing: Total sales for the six months ended June 30, 2002
were  $159.0 million, a decrease of $36.0 million, or 18% from $195.0 million in
the  same  period  last year.  The disposition of certain business at the end of
February 2001 resulted in $2.1 million less sales as compared to the same period
last  year.  A  negative  effect of foreign currency translation of $1.2 million
also  contributed  to  the  decline  in sales.  Proprietary sales, excluding the
effects  of  foreign  currency  translation, were 14% below the same period last
year.  The proprietary sales decline resulted from lower consumer volume, as the
worldwide  electronics  industry  remains  soft.
Costs  as  a  percentage  of  sales for the six month period were below the same
period  last  year.  The  closure  of  a  North American production facility and
certain other cost reductions contributed.  Gross profit percentage was 54.6% as
compared  to  50.9%  for  the  same  period last year, primarily a result of the
previously  mentioned cost reductions.  ST&A expenses were $66.0 million for the
six month period, a 4% decrease as compared to $69.1 million for the same period
last year, primarily from lower costs of selling associated with the lower sales
volume and reduced administrative costs due to the previous years restructuring.
ST&A  as a percentage of sales for the six month period was 41.5% as compared to
35.4%  in  the  same  period  last  year.
Total amortization charged to earnings was $2.8 million for the six month period
ended June 30, 2002.  This was $2.2 million less than the same period last year,
due  to  the  adoption of SFAS142 which requires that goodwill not be amortized.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization) decreased 29% from $25.3 million to $18.1 million.
Printing  Solutions:  Total  sales  for  the six months ended June 30, 2002 were
$141.9  million,  a  decrease of $10.0 million, or 7% from $151.9 million in the
same  period  last  year.  The  underlying  sales  in  all areas of the printing
solutions  business  were below the same period last year as worldwide economies
remain  soft.  A negative effect of foreign currency translation of $0.3 million
did  not  materially  impact  the  reported  decline  in  sales.
Costs  as  a  percentage  of sales were below the same period last year as costs
have  recently  started  to  decline  due  to  the  closure  of a North American
production facility, while otherwise production overheads remained constant.  As
a result, gross profit percentage for the six month period was 43.2% as compared
to  42.4%  for  the same period last year.  ST&A expenses were $37.5 million for
the  six  month  period, a 6% decrease as compared to $40.0 million for the same
period  last  year,  as  a  result  of the elimination of certain management and
office  support  redundancies.  ST&A  as a percentage of sales for the six month
period  was  26.4%  as  compared  to  26.3%  in  the  same  period  last  year.
Total amortization charged to earnings was $0.3 million for the six month period
ended June 30, 2002.  This was $1.2 million less than the same period last year,
due  to  the  adoption of SFAS142 which requires that goodwill not be amortized.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  increased  3%  from  $22.9  million  to  $23.5  million.
Electronics  Manufacturing:  Total  sales for the six months ended June 30, 2002
were $42.8 million, a decrease of $7.1 million, or 14% from $49.9 million in the
same  period last year.  The decrease is due to the closure of Dynacircuits, for
which  sales  of  $7.7  million  were  included  in  the  previous  year.
Costs  as  a  percentage of sales decreased with the removal of the Dynacircuits
operation.  Gross  profit  percentage was 14.7% as compared to 2.5% for the same
period  last  year,  as  a  result.  ST&A expenses were $4.0 million for the six
month  period,  a  21%  decrease as compared to $5.1 million for the same period
last  year,  primarily  due  to  the  closure  of  Dynacircuits.
As  a  result  of  the  factors  discussed  above, electronics manufacturing had
operating  income  (after amortization) of $2.3 million for the six month period
ended  June  30,  2002  as compared to an operating loss (after amortization) of
$4.3  million  for  the  same  period  last  year.
Consolidated: Total sales for the six months ended June 30, 2002, $343.7 million
decreased $53.2 million or 13% from $396.9 million in the same period last year.
Disposition  of  business resulted in $2.1 million less sales as compared to the
same  period  last  year.  There was a $1.5 million negative effect from foreign
currency  translation  which  resulted  in  lower reported sales.  These effects
combined  reduced  sales by approximately 1% as compared to the same period last
year.  Without  these  effects,  reported  sales  would  have  decreased 12% and
proprietary  sales,  which were roughly 82% of total sales as compared to 80% in
the  same  period  last  year,  would  have  decreased  10%.
Gross  profits  decreased  6%  for  the  six month period ended June 30, 2002 as
compared  to  the  same period last year, as a result of less proprietary sales.
Gross  profit  as  a  percentage  of sales was 45.0% for the six month period as
compared  to  41.6%  for  the  same  period  last  year,  in  large  part due to
manufacturing  cost  reductions,  including  plant  closures.  In addition, ST&A
expenses  for  the six month period were 6% less than the same period last year,
excluding  restructuring  and  impairment  costs.  The  resulting  ST&A  as  a
percentage  of sales for the six month period was 31.3% as compared to 28.8% for
the  same  period  last  year.
In  the  six  month  period  ending  June  30,  2001, there was $1.1 million for
restructuring  and  $4.8  million  for  impairment  charged  to earnings.  Total
amortization charged to earnings was $3.1 million for the six month period ended
June 30, 2002.  This was $3.7 million less than the same period last year due to
the  adoption  of  SFAS142  as  previously  mentioned.
Operating  profit  (after  amortization)  for  the  six  month  period was $43.9
million,  an  increase  of  $5.8  million,  or approximately 15% more than $38.1
million  for  the  same  period  last  year.  When  excluding  the  effects  of
restructuring and impairment charges in the prior year, operating profit for the
six  month  period  was  flat  to  the  prior  year.

PROVISION  FOR  INCOME  TAXES
The  Corporation's  effective income tax rate approximates 32% for the six month
period  ended June 30, 2002 and 37% for the same period in 2001.  This reduction
in  the  income  tax  rate is mainly a result of the change in earnings mix from
higher  to lower taxed jurisdictions, during the six months ended June 30, 2002.
NET  EARNINGS
Net  earnings  available  to  common shareholders for the six month period ended
June  30,  2002 increased 36% as compared to the same period last year.  Foreign
currency  translation  had  the  effect  of  reducing  the  reported earnings by
approximately  2%  for  the  six  month  period.
THE  FOLLOWING  DISCUSSION  PROVIDES  INFORMATION  WITH  RESPECT  TO  CHANGES IN
FINANCIAL  CONDITION  DURING  THE  SIX  MONTHS  ENDED  JUNE  30,  2002.
Financial  Condition
Operating  activities  during  the six months ending June 30, 2002 resulted in a
net cash inflow of $50.0 million, primarily through reductions of trade accounts
receivable  and inventory balances.  This cash generation was used for dividends
to  shareholders  ($1.3  million,  or  $0.04  per common share), debt repayments
($38.7  million)  and  capital  improvements  ($2.6  million).  In addition, the
Corporation  made  the  first semi-annual interest payment, of $15.7 million, on
its  senior  subordinated  bonds  Working  Capital  at  June 30, 2002 was $138.3
million  as  compared  to  $140.3  million  at December 31, 2001.  The change in
working  capital  is  principally due to inventory reductions somewhat offset by
movements  in  other  accrued  items  during  the  period.
Capital  expenditures  of  $2.6  million  for the six months ended June 30, 2002
compares  with total planned expenditures of approximately $14.0 million for the
full  year.
The  Corporation's  financial  position  remains strong and, other than the debt
obligations  in  the  following table, there are no long-range commitments which
would  have  a significant impact upon results of operation, financial condition
or  liquidity.

<TABLE>
<CAPTION>



<S>                                  <C>         <C>         <C>               <C>
($millions) . . . . . . . . . . . .  This Year    2-4 Years   5 or More Years  Total
                                     ----------  ----------  ----------------  ------
Long-term debt. . . . . . . . . . .  $      5.3  $     55.6  $          301.4  $362.3
Capital leases. . . . . . . . . . .         1.3         1.0               0.6     2.9
Operating leases. . . . . . . . . .         9.8        10.8               4.2    24.8
                                     ----------  ----------  ----------------  ------
Total contractual cash commitments.  $     16.4  $     67.4  $          306.2  $390.0
</TABLE>



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  $175 million.  The outstanding balance on the revolving
loan facility decreased $35.7 million during the six months ended June 30, 2002.
The  amounts  outstanding  on  the  revolving loan at June 30, 2002, consists of
$16.5  million  and  $28.7 million (Euro 28.9 million).  The Corporation's other
uncommitted credit facilities presently total approximately $64 million.  These,
together  with the Corporation's cash flows from operations are adequate to fund
working  capital  and  expected  capital  expenditures.
The  following  table  contains  other  data for the six and three month periods
ended  June  30,  2002  and  2001.  EBITDA  is  earnings before interest, taxes,
depreciation and amortization.  Owner earnings is cash flow from operations less
net  capital  spending.  Neither  EBITDA  nor  owner  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)                                                       Six Months Ended June 30,          Three Months Ended June 30,
                                                             2002                          2001                 2002      2001
                                                  ---------------------------  -----------------------------  --------  --------
<S>                                               <C>                          <C>                            <C>       <C>
Cash provided by operations. . . . . . . . . . .  $                     50.0   $                       36.1   $  37.1   $  16.7
Cash (used in)/provided by investing activities.                       ($2.3)                        ($17.8)    ($1.1)  $   0.3
Cash used in financing activities. . . . . . . .                      ($49.7)                        ($18.4)   ($35.4)   ($13.8)

EBITDA (before one-time costs) . . . . . . . . .  $                     57.2   $                       61.9   $  29.7   $  28.6

Cash provided by operations. . . . . . . . . . .  $                     50.0   $                       36.1   $  37.1   $  16.7
Less: net capital spending . . . . . . . . . . .                        (2.3)                         (12.1)     (1.1)     (2.4)
                                                  ---------------------------  -----------------------------  --------  --------
Owner earnings . . . . . . . . . . . . . . . . .  $                     47.7   $                       24.0   $  36.0   $  14.3
</TABLE>



CRITICAL  ACCOUNTING  POLICIES  and  NEW  ACCOUNTING  STANDARDS
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.  However, actual results could
differ  significantly  from  the  estimates  applied.
The  Corporation's  critical  accounting  policies  include  the  following:
The  Corporation records sales, including freight charged to customers, when its
products  are shipped.  In addition, commissions and royalties are recorded when
earned.
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,
product  evolution,  usage rates and quantities of stock on hand are considered.
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, principally on the straight-line basis.
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.
The  Corporation  performs  periodic  review of the carrying value of long-lived
assets  for  impairment  in  accordance  with  SFAS121  and  SFAS142.  In  many
instances,  projected future cash flows are used to assess the recoverability of
long-lived  assets  of  the  Corporation.  Estimation factors, including but not
limited  to,  the  timing  of  new  product introductions, market conditions and
competitive  environment  could  affect  previous  projections.
The  Corporation  is  subject  to  environmental  remediation  and also has been
identified  as  a  potentially responsible party by the Environmental Protection
Agency.  In addition, the Corporation has been a party to a number of claims and
lawsuits  that  arise  out  of  the  ordinary  conduct  of  business.  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.
The  Corporation  adopted  the  fair  value  expense  recognition  provisions of
Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  (SFAS123) for its stock options effective April 1, 2001.  On April
1,  1996, the Corporation had adopted the disclosure requirements of SFAS123 and
accounted  for  its stock options by applying the expense recognition provisions
of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB25").  As a
result of this change, compensation expense is measured using the fair value for
options  granted  after  April 1, 2001.  The resulting expense is amortized over
the period in which it is earned.  In the six and three month periods ended June
30,  2002  there  was  $1,544  and  $815,  respectively,  charged  to  expense.
The  Financial  Accounting  Standards  Board (FASB) recently issued Statement of
Financial  Accounting  Standard  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  (SFAS143),  Statement  of  Financial  Accounting Standard No. 145,
"Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13,  and  Technical Corrections" (SFAS145) and Statement of Financial Accounting
Standard  No.  146,  "Accounting  for  Costs  Associated  with  Exit or Disposal
Activities"  (SFAS146).  The  Corporation  is currently evaluating the impact of
these standards and does not expect that adoption of these standards will have a
material  impact  on  its  results of operation or financial position.  The FASB
also  issued Statement of Financial Accounting Standard No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" (SFAS144).  The Corporation has
adopted  SFAS144 effective January 1, 2002 and adoption of this standard did not
materially  impact  its  results  of  operation  or  financial  position.
ENVIRONMENTAL  MATTERS
As  manufacturers  and  distributors  of  specialty  chemicals  and systems, 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's  nature  of operations and products (including raw materials)
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.  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 cleanup based upon the extent of its
involvement,  the  number  of  PRPs and estimates of the total costs of the site
cleanup 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 Corporations is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, 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  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 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 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  June  25,  2002,  the  U.S.  Environmental  Protection  Agency  brought  an
administrative complaint against the Adams, Massachusetts manufacturing facility
owned  by  MacDermid  Graphic  Arts,  Inc.,  alleging that the facility violated
certain  regulations and permit requirements regarding air emissions and related
record  keeping  matters.  The  allegations  arise primarily out of conduct that
allegedly  occurred  prior  to  the  Corporation's  acquisition  of the facility
through  its  December  1999  acquisition  of Polyfibron Technologies, Inc.  The
complaint seeks 318 in penalties.  The Corporation's subsidiary has responded to
the  complaint  and  will  engage a defense to the allegations.  The Corporation
currently  believes  that  this  matter  will  not have a material impact on its
future  results  of  operations  and  financial  position.
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 will be required to pay fines and penalties totaling $2.5
million,  without  interest, over six quarterly installments.  In addition, $1.5
million will be paid to various local charitable and environmental organizations
and  causes.  The Corporation will be 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  future  results of operations and financial position will not be
affected  by  these  arrangements.As manufacturers and distributors of specialty
chemicals  and systems, 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.

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  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
     None.
ITEM  6(a)  :  Exhibits
     None.
ITEM  6(b)  :  Reports  on  Form  8-K
On August 5, 2002, the Corporation filed its Form 8-K to report the release of a
mid-year  letter  to  shareholders  of  the  Corporation.  The  Form  8-K  is
incorporated  by  reference  herein.


                                   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:  August  8,  2002      /s/  Daniel  H.  Leever
       ----------------      -----------------------

                                  Daniel  H.  Leever
                           Chairman,  President  and
                           Chief  Executive  Officer






Date:  August  8,  2002     /  s  /  John  P.  Malfettone
       ----------------     -----------------------------

                                    John  P.  Malfettone
                         Executive  Vice  President  and
                               Chief  Financial  Officer





          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 June 30, 2002 (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 the Corporation as of
and  for  the  three  and  six  month  periods  ended  June  30,  2002.
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:  August  8,  2002     /  s  /  John  P.  Malfettone
       ----------------     -----------------------------

                              Name:  John  P.  Malfettone
                        Title:  Chief  Financial  Officer



















          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 June 30, 2002 (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 the Corporation as of
and  for  the  three  and  six  month  periods  ended  June  30,  2002.
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:  August  8,  2002      /s/  Daniel  H.  Leever
       ----------------      -----------------------

                           Name:  Daniel  H.  Leever
                   Title:  Chief  Executive  Officer