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

                                    FORM 10-Q/A
                            Amendment No. 1 to Form 10-Q

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

                 FOR THE QUARTERLY PERIOD ENDED  March 31, 2004
                                                 --------------

[  ]   TRANSITION  REPORT  PERSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

          FOR THE TRANSITION PERIOD FROM _____________ TO _____________
                         COMMISSION FILE NUMBER  1-13889
                                                 -------

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

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

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

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

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

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

Yes   X    No
    ---       ---

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

                      Class          Outstanding  at  May  1,  2004
     ----------------------          ------------------------------
     Common  Stock,  no  par  value                       30,297,727  shares


                           Introductory  Note
This  Form  10-Q/A  is being filed solely for the purpose of making revisions to
Item  4,  Controls  and Procedures, previously included in our Form 10-Q for the
period  ended March 31, 2004.  In addition, we have included updated and amended
certifications  related  to  these  changes:
-     Exhibit  31.1  Principal Financial Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  31.2  Principal Executive Officer Certification Under Section 302
of  the  Sarbanes-Oxley  Act  of  2002
-     Exhibit  32  Written  Statement  of  Chief  Executive  Officer  and  Chief
Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002  (18  U.S.C.  Section  1350)  and  for  the  purpose of complying with Rule
13a-14(b)  of  the  Securities  Exchange  Act  of  1934
These  items  are  hereby  amended  and restated to include a statement that our
principal  executive  and  financial officer have evaluated the effectiveness of
our  disclosure  controls  as  of  the  date  of  this  report.  The date of our
certifications  has  been  updated  to  include  the  amended  information.
Except  as  described  above,  we  have  not  amended  or modified the financial
information or other disclosures contained in our Form 10-Q as originally filed.
This  Form  10-Q/A  does  not  reflect  events occurring after the filing of the
original  Form 10-Q, nor does it modify or update the disclosures therein in any
way  other  than  as  required to reflect the amendments described above and set
forth  below.  The  following represents our Form 10-Q in its entirety including
amendments  to  only  those  items  set  forth  above.








                             MACDERMID, INCORPORATED
                                      INDEX
<TABLE>
<CAPTION>

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

     Item 1.  Financial Statements
       Consolidated Balance Sheets -
         March 31, 2004 and December 31, 2003 . . . . . . . . . . .       2-3
       Consolidated Statements of Earnings  - Three Months Ended
         March 31, 2004 and 2003. . . . . . . . . . . . . . . . . .         4
       Consolidated Statements of Cash Flows -
         Three Months Ended March 31, 2004 and 2003 . . . . . . . .         5
       Notes to Consolidated Financial Statements . . . . . . . . .    6 - 19
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations. . . . .   20 - 27
Item 3.  Quantitative and Qualitative Disclosures about Market Risk        28
Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .        29
Part II.   Other Information. . . . . . . . . . . . . . . . . . . .        30
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31
</TABLE>



                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                        (Amounts in thousands of dollars)

<TABLE>
<CAPTION>

<S>                                      <C>           <C>
                                          March 31,     December 31,
                                              2004           2003
                                         ------------   ------------
                                          (Unaudited)
Assets
Current assets:
Cash and cash equivalents . . . . . . .  $     66,559  $      61,294
Accounts receivable, net
  of allowance for doubtful receivables
  of $11,686 and $11,908, respectively.       143,794        137,149
Inventories . . . . . . . . . . . . . .        79,367         75,775
Prepaid expenses. . . . . . . . . . . .         6,998          8,137
Deferred income taxes . . . . . . . . .        22,916         22,960
                                         ------------  -------------
    Total current assets. . . . . . . .       319,634        305,315
Property, plant and equipment, net
  of accumulated depreciation of
  $174,123 and $172,741, respectively .       110,380        113,642
Goodwill. . . . . . . . . . . . . . . .       194,200        194,200
Intangibles, net. . . . . . . . . . . .        29,634         30,061
Deferred income taxes . . . . . . . . .        32,785         31,759
Other assets, net . . . . . . . . . . .        20,653         22,258
                                         ------------  -------------
                                         $    707,286  $     697,235
                                         ============  =============
<FN>

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


                             MACDERMID, INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
      (Amounts in thousands of dollars except share and per share amounts)

<TABLE>
<CAPTION>

<S>                                            <C>           <C>
                                                 March 31,     December 31,
                                                    2004            2003
                                                (Unaudited)
                                               ------------  --------------
Liabilities and shareholders' equity:
Current liabilities:
Notes payable . . . . . . . . . . . . . . . .  $       686   $         940
Current installments of long-term obligations          470             558
Accounts and dividends payable. . . . . . . .       54,989          54,061
Accrued compensation. . . . . . . . . . . . .        9,388          11,860
Accrued interest. . . . . . . . . . . . . . .        5,855          12,732
Accrued expenses, other . . . . . . . . . . .       43,552          42,252
Income taxes. . . . . . . . . . . . . . . . .        6,311           3,220
                                               ------------  --------------
    Total current liabilities . . . . . . . .      121,251         125,623
Long-term obligations . . . . . . . . . . . .      301,251         301,203
Retirement benefits, less current portion . .       20,103          20,679
Deferred income taxes . . . . . . . . . . . .        7,315           6,232
Other long-term liabilities . . . . . . . . .        4,428           4,486
                                               ------------  --------------
    Total liabilities . . . . . . . . . . . .      454,348         458,223
                                               ============  ==============

Shareholders' equity:
Common stock, authorized 75,000,000
shares, issued 46,818,200 at March 31, 2004,
and 46,813,138 shares at December 31,
2003, at stated value of $1.00 per share. . .       46,818          46,813
Additional paid-in capital. . . . . . . . . .       27,492          25,884
Retained earnings . . . . . . . . . . . . . .      290,386         278,705
Accumulated other comprehensive income. . . .        2,955           2,355
Less - cost of common shares held in
treasury, 16,547,686 at March 31,2004, and
16,548,604 at December 31, 2003 . . . . . . .     (114,713)       (114,745)
                                               ------------  --------------
    Total shareholders' equity. . . . . . . .      252,938         239,012
                                               ------------  --------------
                                               $   707,286   $     697,235
                                               ============  ==============
<FN>

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



                             MACDERMID, INCORPORATED
                      CONSOLIDATED  STATEMENTS OF EARNINGS
      (Amounts in thousands of dollars except share and per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                          <C>                             <C>
                                                             Three Months Ended March 31,
                                                                      2004          2003
                                             ------------------------------  ------------

Net sales . . . . . . . . . . . . . . . . .  $                     162,012   $   152,803
Cost of sales . . . . . . . . . . . . . . .                         84,486        80,261
                                             ------------------------------  ------------
    Gross profit. . . . . . . . . . . . . .                         77,526        72,542

Operating expenses:
  Selling, technical and administrative . .                         49,983        47,383
  Amortization. . . . . . . . . . . . . . .                            734           769
                                             ------------------------------  ------------
                                                                    50,717        48,152
                                             ------------------------------  ------------
    Operating profit. . . . . . . . . . . .                         26,809        24,390

Other income (expense):
  Interest income . . . . . . . . . . . . .                            228           185
  Interest expense. . . . . . . . . . . . .                         (7,819)       (7,623)
  Miscellaneous income. . . . . . . . . . .                              -           207
  Miscellaneous expense . . . . . . . . . .                           (258)            -
                                             ------------------------------  ------------
                                                                    (7,849)       (7,231)
                                             ------------------------------  ------------

Earnings from continuing operations before
  income taxes. . . . . . . . . . . . . . .                         18,960        17,159
Income taxes. . . . . . . . . . . . . . . .                         (6,067)       (5,491)
                                             ------------------------------  ------------
Earnings from continuing operations . . . .                         12,893        11,668
Discontinued operations, net of tax . . . .                              -          (102)
                                             ------------------------------  ------------
Net earnings. . . . . . . . . . . . . . . .  $                      12,893   $    11,566
                                             ==============================  ============

Basic earnings per common share:
   Continuing operations. . . . . . . . . .  $                        0.43   $      0.36
   Discontinued operations. . . . . . . . .                              -             -
                                             ------------------------------  ------------
      Net earnings per common share . . . .  $                        0.43   $      0.36
                                             ==============================  ============

Diluted earnings per common share:
   Continuing operations. . . . . . . . . .  $                        0.42   $      0.36
   Discontinued operations. . . . . . . . .                              -             -
                                             ------------------------------  ------------
     Net earnings per common share. . . . .  $                        0.42   $      0.36
                                             ==============================  ============


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

Weighted average common shares outstanding:
  Basic . . . . . . . . . . . . . . . . . .                     30,266,513    32,295,541
                                             ==============================  ============
  Diluted . . . . . . . . . . . . . . . . .                     31,041,763    32,467,172
                                             ==============================  ============
<FN>

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



                             MACDERMID, INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Amounts in thousands of dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

<S>                                                       <C>                             <C>
                                                                      Three Months Ended March 31,
                                                                                   2004      2003
                                                          ------------------------------  --------
Net cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . .  $                      12,893   $11,566
Adjustments to reconcile net income to net  income from
continuing operations:
Loss from discontinued operations, net of taxes. . . . .                              -       102
                                                          ------------------------------  --------
Income from continuing operations. . . . . . . . . . . .                         12,893    11,668
                                                          ------------------------------  --------
Adjustments to reconcile earnings from continuing
operations to net cash provided by operating activities:
   Depreciation. . . . . . . . . . . . . . . . . . . . .                          4,125     3,941
   Amortization. . . . . . . . . . . . . . . . . . . . .                            734       769
   Provision for bad debts . . . . . . . . . . . . . . .                            599     1,720
   Deferred income taxes . . . . . . . . . . . . . . . .                           (149)        -
   Stock compensation expense. . . . . . . . . . . . . .                          1,560     1,031
Changes in assets and liabilities:
   (Increase) decrease in receivables. . . . . . . . . .                         (7,543)    1,786
   (Increase) decrease in inventories. . . . . . . . . .                         (3,758)    1,548
   Decrease in prepaid expenses. . . . . . . . . . . . .                          1,133     1,068
   Increase (decrease) in accounts payable . . . . . . .                          1,217      (748)
   Decrease in accrued expenses. . . . . . . . . . . . .                         (8,273)   (7,950)
   Increase in income tax liabilities. . . . . . . . . .                          3,084       583
   Other . . . . . . . . . . . . . . . . . . . . . . . .                          1,567     1,752
                                                          ------------------------------  --------
Cash provided by continuing operations . . . . . . . . .                          7,189    17,168
Cash provided by discontinued operations . . . . . . . .                              -     2,229
                                                          ------------------------------  --------
   Net cash flows provided by operating activities . . .                          7,189    19,397
                                                          ------------------------------  --------

Cash flows from investing activities:
  Capital expenditures . . . . . . . . . . . . . . . . .                         (1,301)     (979)
  Proceeds from disposition of fixed assets. . . . . . .                            519         -
                                                          ------------------------------  --------
  Net cash flows used in investing activities. . . . . .                           (782)     (979)
                                                          ------------------------------  --------

Cash flows from financing activities:
  Net repayments of short-term borrowings. . . . . . . .                           (201)   (2,237)
  Repayments of long-term borrowings . . . . . . . . . .                           (121)   (1,333)
  Issuance from treasury shares. . . . . . . . . . . . .                             31        50
  Proceeds from exercise of stock options. . . . . . . .                             54         -
  Dividends paid . . . . . . . . . . . . . . . . . . . .                         (1,212)     (646)
                                                          ------------------------------  --------
  Net cash flows used in financing activities. . . . . .                         (1,449)   (4,166)
                                                          ------------------------------  --------
Effect of exchange rate changes on
  cash and cash equivalents. . . . . . . . . . . . . . .                            307       363
                                                          ------------------------------  --------
Net increase in cash and cash equivalents. . . . . . . .                          5,265    14,615
Cash and cash equivalents at beginning of period . . . .                         61,294    32,019
                                                          ------------------------------  --------
Cash and cash equivalents at end of period . . . . . . .  $                      66,559   $46,634
                                                          ==============================  ========

Cash paid for interest . . . . . . . . . . . . . . . . .  $                      14,320   $14,812
                                                          ==============================  ========
Cash paid for income taxes . . . . . . . . . . . . . . .  $                       2,720   $ 2,109
                                                          ==============================  ========
<FN>

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

                             MACDERMID, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (In thousands of dollars, except share and per share amounts)
Note  1.     Summary  of  Significant  Accounting  Policies
The  accompanying unaudited consolidated financial statements reflect all normal
and  recurring  adjustments that are, in the opinion of management, necessary to
present  fairly  the  financial  position  of  MacDermid,  Incorporated  ("the
Corporation") and its subsidiary companies as of March 31, 2004, and the results
of  operations  and cash flows for the three month periods ended March 31, 2004,
and  2003.  The  results  of  operations  for  these periods are not necessarily
indicative  of  trends,  or  of  the  results  to be expected for the full year.
Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with accounting principles generally accepted
in  the  United States of America have been omitted.  These financial statements
should  be  read  in  conjunction with the consolidated financial statements and
notes  thereto  included  in  the Corporation's Annual Report for the year ended
December  31,  2003.

Note  2.     Earnings  Per  Common  Share
Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  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  warrants  that  were
outstanding  during  the  period,  under  the treasury stock method.  Options to
purchase  544,450  shares of common stock were outstanding during the period but
were  not included in the computation of diluted EPS because those options would
be  antidilutive  based  on  market  prices  as  of  March  31,  2004.

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

<S>                               <C>                           <C>
                                              Three Months Ended March 31,
                                                          2004        2003
                                  ----------------------------  ----------
Basic common shares. . . . . . .                    30,266,513  32,295,541
Dilutive effect of stock options                       775,250     171,631
                                  ----------------------------  ----------
Diluted common shares. . . . . .                    31,041,763  32,467,172
                                  ============================ ===========
</TABLE>

Note  3.     Stock-Based  Plans
Effective  April  1,  2001,  the  Corporation  adopted  the  fair  value expense
recognition  provisions  of Statement of Financial Accounting Standards No. 123,
Accounting  for Stock Based Compensation (SFAS 123), prospectively, to all stock
options  granted,  modified  or  settled  after  April  1,  2001.  Accordingly,
compensation  expense  is measured using the fair value at the date of grant for
options  granted  after  April 1, 2001.  The resulting expense is amortized over
the  period  in  which  the  options are earned.  During the three month periods
ended March 31, 2004, and 2003, there was $1,489 and $972, respectively, charged
to  expense  related to stock options.  Previously, and since April 1, 1996, the
Corporation had adopted the disclosure requirements of SFAS 123 and continued to
account  for its stock options by applying the expense recognition provisions of
APB  Opinion  No.  25,  Accounting  for  Stock  Issued  to Employees ("APB 25").

Had the Corporation used the fair value expense recognition method of accounting
for  all  stock options granted under its plans between April 1, 1996, and April
1,  2001,  net  earnings  and  net earnings per common share for the three month
periods ended March 31, 2004, and 2003, would have been reduced to the following
pro  forma  amounts:

<TABLE>
<CAPTION>


<S>                                 <C>                             <C>
                                                Three Months Ended March 31,
                                                             2004      2003
                                    ------------------------------  --------
Net earnings available for
common shareholders as
reported . . . . . . . . . . . . .  $                      12,893   $11,566
Add: stock based employee
compensation expense included
in reported net income, net of
related tax effects. . . . . . . .                          1,061       701
Deduct: total stock based
employee compensation
expense determined under fair
value based method for all
awards, net of related tax effects                         (1,139)     (861)
                                    ------------------------------  --------
Pro forma net earnings . . . . . .  $                      12,815   $11,406
                                    =============================  =========

Net earnings per common share:
  Basic
    As reported. . . . . . . . . .  $                        0.43   $  0.36
    Pro forma. . . . . . . . . . .  $                        0.42   $  0.35
  Diluted
    As reported. . . . . . . . . .  $                        0.42   $  0.36
    Pro forma. . . . . . . . . . .  $                        0.41   $  0.35
</TABLE>

Note  4.     Goodwill  and  Other  Intangible  Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and  Other  Intangible  Assets ("SFAS 142"), goodwill and intangible assets with
indeterminable  lives  are no longer amortized, but instead the carrying amounts
will  be  periodically  compared  to  the  current fair value and, if impairment
occurs,  an  adjustment to the carrying amount will be required with a charge to
expense  in  the period identified.  This could result in a future write-down or
write-off  of  such  assets.

Goodwill  carrying  amounts  for  both  the  periods  ended  March 31, 2004, and
December  31,  2003,  totaled  $194,200  and, by segment, were: Advanced Surface
Finishing,  $122,070,  and  Printing  Solutions,  $72,130.

Acquired  intangible  assets  are  summarized  as  follows:

<TABLE>
<CAPTION>


<S>         <C>              <C>                  <C>      <C>              <C>             <C>
                             March 31, 2004                             December 31, 2003
            ---------------------------------------------  ---------------------------------------
            Gross Carrying         Accumulated      Net     Gross Carrying   Accumulated      Net
                Amount             Amortization    Amount        Amount      Amortization    Amount
            ---------------------------------------------  ----------------------------------------
Patents. .  $        17,566  $           (7,174)  $10,392  $        17,566  $      (6,851)  $10,715
Trademarks           20,130              (1,998)   18,132           20,133         (1,951)   18,182
Others . .            2,645              (1,535)    1,110            2,628         (1,464)    1,164
            ---------------  -------------------  -------  ---------------  --------------  -------
   Total .  $        40,341  $          (10,707)  $29,634  $        40,327  $     (10,266)  $30,061
            ===============  ===================  =======  ===============  ==============  =======
</TABLE>

Included  in the table above, is the net carrying amount of $16,233 at March 31,
2004, and December 31, 2003, for trademarks which are not being amortized due to
the  indefinite  life  associated  with  these  assets.

Note  5.     Comprehensive  Income  and  Accumulated  Other Comprehensive Income
The  components  of comprehensive income for the three month periods ended March
31,  2004  and  2003  are  as  follows:

<TABLE>
<CAPTION>



<S>                                        <C>                            <C>
                                                     Three Months Ended March 31,
                                                                 2004     2003
                                           -----------------------------  -------
Net earnings. . . . . . . . . . . . . . .  $                      12,893  $11,566
Other comprehensive income:
  Foreign currency translation adjustment                            600    2,845
                                           -----------------------------  -------
Comprehensive income. . . . . . . . . . .  $                      13,493  $14,411
                                           =============================  =======
</TABLE>

Note  6.     Segment  Reporting
The  Corporation  operates on a worldwide basis, supplying proprietary chemicals
for  two  distinct  segments, Advanced Surface Finishing and Printing Solutions.
These  segments  are  managed  separately  as  each  segment  has differences in
technology and marketing strategies.  Chemicals supplied by the Advanced Surface
Finishing  segment  are  used  for  cleaning,  activating, polishing, mechanical
plating  and galvanizing, electro-plating, phosphatising, stripping and coating,
filtering,  anti-tarnishing  and  rust  retarding for metal and plastic surfaces
associated  with  automotive  and  industrial  applications, as well as, etching
copper  and imprinting electrical patterns for various electronics applications,
and  as  lubricants  and  cleaning  agents  associated with offshore oil and gas
operations.  The  products  supplied  by  the Printing Solutions segment include
offset  printing  blankets  and  photo-polymer  plates  used  in  packaging  and
newspaper  printing,  offset  printing  applications,  and  digital printers and
supplies.

Net  sales  for  all  of  the  Corporation's products fall into one of these two
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears on those costs.  Operating income amounts are reviewed before amortization
of  intangible  assets  and  non-recurring  charges.  The  business  segment
identifiable  assets  which  follow  are reconciled to total consolidated assets
including  unallocated  corporate assets which consist primarily of deferred tax
assets,  deferred  bond  financing  fees  and certain other long term assets not
directly  associated  with  the  support  of  the  individual  segments.

<TABLE>
<CAPTION>



<S>                                 <C>                             <C>
                                                 Three Months Ended March 31,
                                                             2004       2003
                                    ------------------------------  ---------
Results of operations by segment:
Net sales:
   Advanced Surface Finishing. . .  $                      93,488   $ 84,970
   Printing Solutions. . . . . . .                         68,524     67,833
                                    ------------------------------  ---------
     Consolidated net sales. . . .  $                     162,012   $152,803
                                    ------------------------------  ---------

Operating profit (loss):
   Advanced Surface Finishing. . .  $                      15,415   $ 12,900
   Printing Solutions. . . . . . .                         12,128     12,259
                                    ------------------------------  ---------
                                                           27,543     25,159
   Amortization of intangibles . .                           (734)      (769)
                                    ------------------------------  ---------
     Consolidated operating profit  $                      26,809   $ 24,390
                                    ==============================  =========
</TABLE>


<TABLE>
<CAPTION>



<S>                              <C>              <C>
                                 March 31, 2004   December 31, 2003
                                 ---------------  ------------------
Identifiable assets by segment:
Advanced Surface Finishing. . .  $       221,992  $          234,950
Printing Solutions. . . . . . .          375,041             374,247
Corporate . . . . . . . . . . .          110,253              88,038
                                 ---------------  ------------------
   Consolidated assets. . . . .  $       707,286  $          697,235
                                 ===============  ==================
</TABLE>

Note  7.     Acquisition  Reserves
The  Corporation established acquisition reserves (included in accrued expenses)
in  fiscal  year  1999  when  recording  the acquisition of W.Canning, plc.  The
reorganization  of  employees  has  been  completed.  The  reorganization  of
facilities  is  proceeding  as  planned.  Five  facilities have been closed with
those  activities assimilated elsewhere.  Negotiations are ongoing regarding the
elimination  of  certain  leased  facilities  and sale of owned facilities.  See
Contingencies  and  Legal  Matters,  Note  11, regarding environmental activity.

At March 31, 2004, reserves of $452 remained in other accrued liabilities on the
consolidated  balance  sheet, which relates to the facilities.  During the three
months  ended  March  31, 2004, cash payments of $32 were made relating to these
reserves.

Note  8.      Discontinued  Operations
On  December  9,  2003,  the  Corporation  sold its 60% interest in Eurocir S.A.
(Eurocir)  to  the  40%  stakeholders  of  Eurocir.  The  Eurocir  operations
represented substantially all of the remaining electronics manufacturing segment
and  as such the sale was accounted for as discontinued operations in accordance
with  Statement  of  Financial  Accounting  Standards No.144, Accounting for the
Disposal  or Impairment of Long-Lived Assets ("SFAS 144"). The operating results
and  cash  flows  from  operations of the electronics manufacturing segment have
therefore  been  segregated  from  continuing  operations  on  the Corporation's
consolidated  statements  of  earnings and consolidated statements of cash flows
for  all  prior  periods  presented.

The  following  table  presents  the  amounts  segregated  from the consolidated
statements  of  earnings  and  reflected  as  discontinued  operations:

<TABLE>
<CAPTION>


<S>                                   <C>
                                       Three Months Ended
                                          March 31, 2003
                                      --------------------

Net Sales. . . . . . . . . . . . . .  $            20,783

Loss before income taxes . . . . . .  $              (150)
Income tax benefit . . . . . . . . .                   48
                                      --------------------
Discountinued operations, net of tax  $              (102)
                                      ====================
</TABLE>


Note  9.     Inventories
The  major  components of inventory at March 31, 2004 and December 31, 2003 were
as  follows:
<TABLE>
<CAPTION>


<S>                         <C>              <C>
                             March 31, 2004   December 31, 2003
                            ---------------  ------------------

Finished goods . . . . . .  $        41,207  $           37,396
Raw materials and supplies           30,572              30,062
Equipment. . . . . . . . .            7,588               8,317
                            ---------------  ------------------
Inventories. . . . . . . .  $        79,367  $           75,775
                            ===============  ==================
</TABLE>



Note  10.  Postretirement  Benefits  Plans
The  following  table  shows  the components of the net periodic pension benefit
costs  incurred  by  the  Corporation:
<TABLE>
<CAPTION>


<S>                                  <C>                             <C>
                                                     Pension Benefits
                                                Three Months Ended March 31,
                                     ------------------------------  -------
                                                             2004     2003
                                     ------------------------------  -------
Net Periodic benefit cost:
Service Costs . . . . . . . . . . .  $                         936   $  894
Interest Costs. . . . . . . . . . .                            898      820
Expect return on plan assets. . . .                           (876)    (716)
Amortization of prior service costs                              6        6
Recognized actuarial (gain)/loss. .                             83       60
                                     ------------------------------  -------
Net periodic benefit cost . . . . .  $                       1,047   $1,064
                                     =============================  ========
</TABLE>

The  estimated  net  periodic  benefit  cost  for  the  Corporation's  other
postretirement  benefits was $160 for the three months ended March 31, 2004, and
2003.

The  Corporation  previously  disclosed in its financial statements for the year
ended  December  31, 2003, that it expected to contribute $3,136 to it's pension
plans  in  2004.  As  of March 31, 2004, $1,000 of contributions have been made.
The  Corporation  currently  expects  to contribute $2,136 to it's pension plans
during  the  remainder  of  2004.


Note  11.     Contingencies,  Environmental  and  Legal  Matters
Environmental  Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty  chemical  products and systems, expose it to the risk of liability or
claims  with  respect to environmental cleanup or other matters, including those
in  connection  with  the  disposal  of  hazardous  materials.  As  such,  the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing discharges of pollutants into the air and water, the management
and disposal of hazardous substances and wastes, and the cleanup of contaminated
properties.  The  Corporation  has  incurred,  and  will  continue  to  incur,
significant  costs  and  capital  expenditures  in complying with these laws and
regulations.  The  Corporation  could  incur  significant  additional  costs,
including cleanup costs, fines and sanctions and third-party claims, as a result
of  violations  of  or liabilities under environmental laws.  In order to ensure
compliance  with  applicable  environmental,  health  and  safety  laws  and
regulations,  the  Corporation  maintains  a  disciplined  environmental  and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.

The  Corporation  is  named  as  a  potentially responsible party ("PRP") at two
Superfund  sites.  There  are  many  other  PRPs  involved  at these sites.  The
Corporation  has  recorded  its  best estimate of liabilities in connection with
site  clean-up  based upon the extent of its involvement, the number of PRPs and
estimates  of  the  total costs of the site clean-up that reflect the results of
environmental  investigations  and remediation estimates produced by remediation
contractors.  While  the  ultimate  costs  of  such liabilities are difficult to
predict,  the  Corporation  does not expect that its costs associated with these
sites  will  be  material.

In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites acquired in the December 1998, acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under  the  Acquisition  Agreement  ("the  acquisition
agreement")  to  withhold  a  deferred  purchase  price payment of approximately
$1,600.  The  Corporation  estimates  the  range of cleanup costs at the Canning
sites  between  $2,000  and  $5,000.  Investigations  into  the  extent  of
contamination, however, are ongoing with respect to some of these sites.  To the
extent  the  Corporation's  liabilities  exceed  $1,600  it  may  be entitled to
additional  indemnification  payments.  Such recovery may be uncertain, however,
and  would  likely  involve significant litigation expense.  The Corporation has
instituted  an  arbitration  to  enforce the obligations of other parties to the
acquisition  agreement concerning the remediation of the Kearney, New Jersey and
Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with  a
confirmation,  in favor of the Corporation, that the former primary shareholders
of the entity that operated the Kearney, New Jersey site are responsible for its
remediation  to applicable state standards and an order to establish a time line
for completion of the remediation.  The Corporation expects that the remediation
will  take  several  years.  The  Corporation  believes  that remediation of the
Waukegan,  Illinois  site is complete and is in the process of applying for a no
further action letter from the state.  The Corporation is also in the process of
characterizing  contamination  at  its Huntingdon Avenue, Waterbury, Connecticut
site  which was closed in the quarter ended September 30, 2003.  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 and the Huntingdon Avenue, Waterbury, Connecticut site.  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:
From  time  to  time  there  are  various  legal proceedings pending against the
Corporation.  The  Corporation  considers  all  such  proceedings to be ordinary
litigation  incident  to the nature of its business.  Certain claims are covered
by  liability  insurance.  The Corporation believes that the resolution of these
claims,  to the extent not covered by insurance, will not individually or in the
aggregate,  have  a material adverse effect on its financial position or results
of  operations.  To  the  extent  reasonably  estimable,  reserves  have  been
established  regarding  pending  legal  proceedings.


Note  12.     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 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
Financial  Statements,  with  respect  to:  a)  MacDermid,  Incorporated (as the
issuer),  b)  the  Guarantors, c) the non-guarantor subsidiaries, d) elimination
entries,  and  e)  the Corporation on a consolidated basis for and as of the the
fiscal  periods  ended  March  31,  2004,  and 2003, and December 31, 2003.  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.  Financial statements
for  subsidiary  guarantors  are  presented as a combined entity.  The financial
information  includes  certain  allocations  of  revenues  and expenses based on
management's  best  estimates  which  is not necessarily indicative of financial
position,  results  of  operations and cash flows that these entities would have
achieved  on  a  stand-alone  basis  and  should be read in conjunction with the
consolidated  financial  statements  and  notes  thereto  included  in  the
Corporation's Annual Report for the year ended December 31, 2003.  Certain prior
period  amounts  have  been  reclassified  to  conform  to  the  current  period
presentation.


CONSOLIDATED  BALANCE  SHEETS
MARCH  31,  2004
(unaudited)
<TABLE>
<CAPTION>



<S>                          <C>            <C>            <C>             <C>             <C>
                                                                                             MacDermid
                                                                                           Incorporated
                              MacDermid      Guarantor     Nonguarantor                         and

<PAGE>
                             Incorporated   Subsidiaries   Subsidiaries    Eliminations    Subsidiaries
                             -------------  -------------  --------------  --------------  -------------
ASSETS
Current assets:
Cash and cash equivalents .  $      40,704  $       1,603  $      24,252   $           -   $      66,559
Accounts receivables, net .         11,816         18,278        113,700               -         143,794
Due (to) from affiliates. .         56,092         27,192        (83,284)              -               -
Inventories, net. . . . . .          7,051         23,824         48,492               -          79,367
Prepaid expenses. . . . . .            910          1,522          4,566               -           6,998
Deferred income taxes . . .         17,883              -          5,033               -          22,916
                             -------------  -------------  --------------  --------------  -------------
Total current assets. . . .        134,456         72,419        112,759               -         319,634

Property, plant and
equipment, net. . . . . . .         13,483         38,332         58,565               -         110,380
Goodwill. . . . . . . . . .         21,680         68,574        103,946               -         194,200
Intangibles, net. . . . . .              -          5,505         24,129               -          29,634
Investments in subsidiaries        401,175        232,591              -        (633,766)              -
Deferred income taxes . . .         19,745              -         13,040               -          32,785
Other assets, net . . . . .          7,322          5,845          7,486               -          20,653
                             -------------  -------------  --------------  --------------  -------------
                             $     597,861  $     423,266  $     319,925   $    (633,766)  $     707,286
                             =============  =============  =============  ===============  =============
</TABLE>


CONSOLIDATED  BALANCE  SHEET  (continued)
MARCH  31,  2004
(unaudited)
<TABLE>
<CAPTION>



<S>                                   <C>             <C>             <C>            <C>             <C>
                                                                                                      MacDermid
                                                                                                     Incorporated
                                       MacDermid       Guarantor      Nonguarantor                       and
                                      Incorporated    Subsidiaries    Subsidiaries   Eliminations    Subsidiaries
                                      --------------  --------------  -------------  --------------  --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable. . . . . . . . . . . .  $           -   $           -   $         686  $           -   $         686
Current installments of long-
term obligations . . . . . . . . . .              -             146             324              -             470
Accounts and dividends payable . . .         10,373           8,148          36,468              -          54,989
Accrued expenses . . . . . . . . . .         21,245           6,790          30,760              -          58,795
Income taxes . . . . . . . . . . . .         (5,011)          6,510           4,812              -           6,311
                                      --------------  --------------  -------------  --------------  --------------
Total current liabilities. . . . . .         26,607          21,594          73,050              -         121,251

Long-term obligations. . . . . . . .        300,295             476             480              -         301,251
Retirement benefits, less
current portion. . . . . . . . . . .         14,607               -           5,496              -          20,103
Deferred income taxes. . . . . . . .              -               -           7,315              -           7,315
Other long-term liabilities. . . . .          3,414              21             993              -           4,428
                                      --------------  --------------  -------------  --------------  --------------
Total liabilities. . . . . . . . . .        344,923          22,091          87,334              -         454,348

Shareholders' equity:
Common stock . . . . . . . . . . . .         46,818             (51)          3,747         (3,696)         46,818
Additional paid-in capital . . . . .         27,492         207,561         106,939       (314,500)         27,492
Retained earnings. . . . . . . . . .        290,386         193,299         114,988       (308,287)        290,386
Accumulated other
comprehensive income . . . . . . . .          2,955             366           6,917         (7,283)          2,955
Less cost of common shares
  held in treasury . . . . . . . . .       (114,713)              -               -              -        (114,713)
                                      --------------  --------------  -------------  --------------  --------------
Total shareholders' equity . . . . .        252,938         401,175         232,591       (633,766)        252,938
                                      --------------  --------------  -------------  --------------  --------------
                                      $     597,861   $     423,266   $     319,925  $    (633,766)  $     707,286
                                      =============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2004
(unaudited)
<TABLE>
<CAPTION>



<S>                      <C>             <C>             <C>             <C>             <C>
                                                                                          MacDermid
                                                                                         Incorporated
                          MacDermid       Guarantor      Nonguarantor                         and

<PAGE>
                         Incorporated    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                         --------------  --------------  --------------  --------------  --------------
Net sales . . . . . . .  $      23,480   $      39,815   $     103,204   $      (4,487)  $     162,012
Cost of sales . . . . .         15,749          16,822          56,402          (4,487)         84,486
                         --------------  --------------  --------------  --------------  --------------
Gross profit. . . . . .          7,731          22,993          46,802               -          77,526

Operating expenses:
Selling, technical and
administrative. . . . .         12,089           8,551          29,343               -          49,983
Amortization. . . . . .              -             448             286               -             734
                         --------------  --------------  --------------  --------------  --------------
                                12,089           8,999          29,629               -          50,717
                         --------------  --------------  --------------  --------------  --------------
Operating profit (loss)         (4,358)         13,994          17,173               -          26,809

Equity in earnings of
subsidiaries. . . . . .         20,543          10,635               -         (31,178)              -
Interest income . . . .             30               7             191               -             228
Interest expense. . . .         (8,017)          1,210          (1,012)              -          (7,819)
Miscellaneous income
expense), net . . . . .             35             325            (618)              -            (258)
                         --------------  --------------  --------------  --------------  --------------
                                12,591          12,177          (1,439)        (31,178)         (7,849)
                         --------------  --------------  --------------  --------------  --------------

Earnings (loss) before
taxes . . . . . . . . .          8,233          26,171          15,734         (31,178)         18,960
Income tax benefit
(expense) . . . . . . .          4,660          (5,628)         (5,099)              -          (6,067)
                         --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . .  $      12,893   $      20,543   $      10,635   $     (31,178)  $      12,893
                         =============  ==============  ==============  ===============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2004
(unaudited)
<TABLE>
<CAPTION>



<S>                          <C>             <C>             <C>             <C>
                                                                              MacDermid
                                                                             Incorporated
                              MacDermid       Guarantor      Nonguarantor        and
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries
                             --------------  --------------  --------------  --------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . .  $     (17,141)  $      14,849   $       9,481   $       7,189

Investing activities:
Capital expenditures. . . .           (118)           (475)           (708)         (1,301)
Proceeds from disposition
of fixed assets . . . . . .              -             512               7             519
                             --------------  --------------  --------------  --------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . .           (118)             37            (701)           (782)
                             --------------  --------------  --------------  --------------

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . .         29,516         (14,804)        (14,913)           (201)
Repayments of long-term
borrowings. . . . . . . . .              -               -            (121)           (121)
Proceeds from exercise of
stock options . . . . . . .             54               -               -              54
Issuance from treasury
shares. . . . . . . . . . .             31               -               -              31
Dividends paid. . . . . . .         10,067             235         (11,514)         (1,212)
                             --------------  --------------  --------------  --------------
Net cash flows provided
by (used in) financing
activities. . . . . . . . .         39,668         (14,569)        (26,548)         (1,449)
                             --------------  --------------  --------------  --------------

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . .              -               -             307             307
                             --------------  --------------  --------------  --------------

Net increase (decrease) in
cash and cash equivalents .         22,409             317         (17,461)          5,265

Cash and cash equivalents
at beginning of period. . .         18,295           1,286          41,713          61,294
                             --------------  --------------  --------------  --------------

Cash and cash equivalents
at end of period. . . . . .  $      40,704   $       1,603   $      24,252   $      66,559
                             ==============  ==============  ==============  ==============
</TABLE>



CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2003
<TABLE>
<CAPTION>


<S>                                 <C>            <C>            <C>             <C>             <C>
                                                                                                   MacDermid
                                                                                                  Incorporated
                                     MacDermid      Guarantor     Nonguarantor                        and

<PAGE>
                                    Incorporated   Subsidiaries   Subsidiaries    Eliminations    Subsidiaries
                                    -------------  -------------  --------------  --------------  -------------
Assets
Current assets:
Cash and cash equivalents. . . . .  $      18,295  $       1,286  $      41,713   $          --   $      61,294
Accounts receivables, net. . . . .         10,598         16,523        110,028              --         137,149
Due from/(to) affiliates . . . . .         89,236         12,554       (101,790)             --              --
Inventories, net . . . . . . . . .          6,417         23,343         46,015              --          75,775
Prepaid expenses . . . . . . . . .          1,188          1,925          5,024              --           8,137
Deferred income taxes. . . . . . .         17,890             --          5,070              --          22,960
                                    -------------  -------------  --------------  --------------  -------------
Total current assets . . . . . . .        143,624         55,631        106,060              --         305,315

Property, plant and equipment, net         13,962         39,386         60,294              --         113,642
Goodwill . . . . . . . . . . . . .         21,680         68,574        103,946              --         194,200
Intangibles, net . . . . . . . . .             --          5,672         24,389              --          30,061
Investments in subsidiaries. . . .        391,289        232,851             --        (624,140)             --
Deferred income taxes. . . . . . .         19,745             --         12,014              --          31,759
Other assets, net. . . . . . . . .          8,196          6,532          7,530              --          22,258
                                    -------------  -------------  --------------  --------------  -------------
                                    $     598,496  $     408,646  $     314,233   $    (624,140)  $     697,235
                                    =============  =============  ==============  ==============  =============
</TABLE>



CONSOLIDATED  BALANCE  SHEET  (continued)
DECEMBER  31,  2003
<TABLE>
<CAPTION>


<S>                                   <C>             <C>             <C>             <C>             <C>
                                                                                                       MacDermid
                                                                                                      Incorporated
                                       MacDermid       Guarantor      Nonguarantor                         and

<PAGE>
                                      Incorporated    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                                      --------------  --------------  --------------  --------------  --------------
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable. . . . . . . . . . . .  $          --   $          --   $         940   $          --   $         940
Current installments of long-
term obligations . . . . . . . . . .             --             146             412              --             558
Accounts and dividends payable . . .          8,281           7,267          38,513              --          54,061
Accrued expenses . . . . . . . . . .         29,157           8,511          29,176              --          66,844
Income taxes . . . . . . . . . . . .          3,239             882            (901)             --           3,220
                                      --------------  --------------  --------------  --------------  --------------
Total current liabilities. . . . . .         40,677          16,806          68,140              --         125,623

Long-term obligations. . . . . . . .        300,265             524             414              --         301,203
Retirement benefits, less
current portion. . . . . . . . . . .         15,123              --           5,556              --          20,679
Deferred income taxes. . . . . . . .             --              --           6,232              --           6,232
Other long-term liabilities. . . . .          3,419              27           1,040              --           4,486
                                      --------------  --------------  --------------  --------------  --------------
   Total liabilities . . . . . . . .        359,484          17,357          81,382              --         458,223

Shareholders' equity:
Common stock . . . . . . . . . . . .         46,813             (50)          3,747          (3,697)         46,813
Additional paid-in capital . . . . .         25,884         207,561         106,939        (314,500)         25,884
Retained earnings. . . . . . . . . .        278,705         187,362         119,195        (306,557)        278,705
Accumulated other
comprehensive income . . . . . . . .          2,355          (3,584)          2,970             614           2,355
Less cost of common shares
held in treasury . . . . . . . . . .       (114,745)             --              --              --        (114,745)
                                      --------------  --------------  --------------  --------------  --------------
Total shareholders' equity . . . . .        239,012         391,289         232,851        (624,140)        239,012
                                      --------------  --------------  --------------  --------------  --------------

                                      $     598,496   $     408,646   $     314,233   $    (624,140)  $     697,235
                                      =============  ===============  ==============  ==============  ==============
</TABLE>



CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2003
(unaudited)
<TABLE>
<CAPTION>



<S>                        <C>             <C>             <C>             <C>             <C>             <C>
                                                                                                            MacDermid
                                                                                                           Incorporated
                            MacDermid       Guarantor      Nonguarantor    Discontinued                    and

<PAGE>
                           Incorporated    Subsidiaries    Subsidiaries     Operations      Eliminations    Subsidiaries
                           --------------  --------------  --------------  --------------  --------------  --------------
Net sales . . . . . . . .  $      23,080   $      43,463   $      90,881   $           -   $      (4,621)  $     152,803
Cost of sales . . . . . .         14,800          20,098          49,984               -          (4,621)         80,261
                           --------------  --------------  --------------  --------------  --------------  --------------
Gross profit. . . . . . .          8,280          23,365          40,897               -               -          72,542

Operating expenses:
Selling, technical and
administrative. . . . . .         12,437          10,396          24,550               -               -          47,383
Amortization. . . . . . .              -             510             259               -               -             769
                           --------------  --------------  --------------  --------------  --------------  --------------
                                  12,437          10,906          24,809               -               -          48,152
                           --------------  --------------  --------------  --------------  --------------  --------------
Operating (loss) profit .         (4,157)         12,459          16,088               -               -          24,390

Equity in earnings of
subsidiaries. . . . . . .         18,418          10,283            (102)              -         (28,599)              -
Interest income . . . . .             31              16             138               -               -             185
Interest expense. . . . .         (7,816)          1,122            (929)              -               -          (7,623)
Miscellaneous income
(expense), net. . . . . .            182              48             (23)              -               -             207
                           --------------  --------------  --------------  --------------  --------------  --------------
                                  10,815          11,469            (916)              -         (28,599)         (7,231)
                           --------------  --------------  --------------  --------------  --------------  --------------

Earnings from continuing
operations before taxes .          6,658          23,928          15,172               -         (28,599)         17,159
Income tax benefit
(expense) . . . . . . . .          4,908          (5,510)         (4,889)              -               -          (5,491)
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings from continuing
operations. . . . . . . .         11,566          18,418          10,283               -         (28,599)         11,668
Discontinued operations,
net of tax. . . . . . . .              -               -               -            (102)              -            (102)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss) . . .  $      11,566   $      18,418   $      10,283   $        (102)  $     (28,599)  $      11,566
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


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



<S>                         <C>             <C>             <C>             <C>             <C>
                                                                                              MacDermid
                                                                                             Incorporated
                             MacDermid       Guarantor      Nonguarantor    Discontinued        and
                            Incorporated    Subsidiaries    Subsidiaries     Operations      Subsidiaries
                            --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by (used in) operating
activities . . . . . . . .  $     (18,926)  $      16,653   $      19,366   $       2,304   $      19,397

Investing activities:
Capital expenditures . . .            (36)           (188)           (518)           (237)           (979)
Proceeds from disposition
of fixed assets. . . . . .              -               -               -               -               -
                            --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by (used in) investing
activities . . . . . . . .            (36)           (188)           (518)           (237)           (979)
                            --------------  --------------  --------------  --------------  --------------

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings . . . . . . . .         21,692         (13,105)         (9,782)         (1,042)         (2,237)
Repayments of long-term
borrowings . . . . . . . .              -               -            (256)         (1,077)         (1,333)
Issuance from treasury
shares . . . . . . . . . .             50                                                              50
Dividends paid . . . . . .          6,968          (3,891)         (3,723)              -            (646)
                            --------------  --------------  --------------  --------------  --------------
Net cash flows provided
by (used in) financing
activities . . . . . . . .         28,710         (16,996)        (13,761)         (2,119)         (4,166)
                            --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . .              -               -             351              12             363
                            --------------  --------------  --------------  --------------  --------------

Net (decrease) increase in
cash and cash equivalents.          9,748            (531)          5,438             (40)         14,615

Cash and cash equivalents
at beginning of period . .         14,153           2,314          15,268             284          32,019
                            --------------  --------------  --------------  --------------  --------------

Cash and cash equivalents
at end of period . . . . .  $      23,901   $       1,783   $      20,706   $         244   $      46,634
                            ==============  ==============  ==============  ==============  ==============
</TABLE>


ITEM  2:
Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations
(in  thousand  of  dollars,  except  shares  and  per  share  amounts)

CONSOLIDATED  OVERVIEW

Highlights
The  Corporation  consists  of two business segments, Advanced Surface Finishing
and  Printing  Solutions.  The Advanced Surface Finishing (ASF) segment supplies
chemicals used for finishing metals and non-metallic surfaces for automotive and
other  industrial  applications,  electro-plating  metal  surfaces, etching, and
imaging  to  imprint  electrical  patterns on circuit boards for the electronics
industry,  and  offshore  lubricants  and  cleaners for the offshore oil and gas
markets.  The  Printing Solutions (Printing) segment supplies a complete line of
offset  printing  blankets, photo-polymer plates and digital printers for use in
the  commercial  printing  and  packaging  industries  for  image  transfer.

Our performance for the first quarter of 2004 reflects our continued emphasis on
efficiency  improvements  that  we  have  been  implementing  throughout  the
organization  together  with  our strong global presence, operating primarily in
the  US,  Europe  and  Asia  Pacific. Significant items affecting the 2004 first
quarter  results  compared to the 2003 first quarter include the positive impact
of  foreign  currency  translation, higher proprietary sales in the Asia Pacific
ASF  segment  and  lower  proprietary  sales  in  our Americas Printing segment.

Proprietary  sales  in  our  ASF  Asia  Pacific  segment are higher in the first
quarter  of 2004 compared to the same period in 2003 primarily as a result of an
overall  favorable market situation with regard to electronics in Asia, with the
addition  of  new  customers  and  capacity  expansion  at  existing  customers.
Proprietary sales in the Americas for our Printing segment are lower in the 2004
period  compared  to  the  2003  period primarily resulting from weak demand for
printing  plates  used  in  the  packaging  and  publication  markets.

Approximately  60%  of  our  net  sales  and our identifiable assets in the 2004
period are denominated in currencies other than the US dollar, predominantly the
Euro,  Pound  Sterling,  Yen,  Hong  Kong  and New Taiwan dollars. For the first
quarter  of  2004,  net  sales  and  net earnings were favorably impacted by the
effect  of  foreign  currency  translation resulting primarily from the Euro and
Pound Sterling strengthening against the US dollar compared to the first quarter
of  2003.  We do not manage our foreign currency exposure in a manner that would
entirely  eliminate  the  effects  of  changes  in foreign exchange rates on our
earnings,  cash  flows  and  fair values of assets and liabilities. Accordingly,
reported  sales,  net  earnings, cash flows and fair values have been and in the
future  may  be  affected  by  changes  in  foreign exchange rates. In addition,
because  of  the  extensive nature of our foreign business activities, financial
results could be adversely affected by changes in worldwide economic conditions,
changes  in  trade policies or tariffs, changes in interest rates, and political
unrest.

Cash  flow  from  continuing operations was $7,189 for the first quarter of 2004
compared  to  $17,168  for the first quarter of 2003.  The decline was primarily
the  result  of  higher  accounts receivable and higher inventories at March 31,
2004  compared  to  March  31,  2003.  The  increase  in  accounts receivable is
primarily  attributable to higher sales activities in late February and March of
2004.  The  increased inventories  was  primarily  the  result of timing issues.

Summary  of  the  results  for  the  quarter
Net  sales  for  the  first  quarter  of fiscal 2004 were $162,012, which was
$9,209 or 6% more than net sales of $152,803 for the same period in fiscal 2003.
Proprietary  sales  of $152,199 also increased 6% in the first quarter of fiscal
2004  compared  to the first quarter in fiscal 2003, and these sales represented
94%  of  net  sales for both periods.  There was a positive effect on translated
sales  resulting  from  foreign  currencies strengthening against the US dollar,
primarily  the  Euro  and  Pound  Sterling.  Excluding  the  effect  of  foreign
currency,  proprietary sales and net sales would have been down by roughly 1% in
the  first quarter of 2004 compared to the same period in 2003.  This decline is
primarily due to lower proprietary sales in our Americas Printing Segment, which
was  partially  offset  by  higher  proprietary  sales  in  our Asia Pacific ASF
Segment,  as  discussed  above.

Cost of sales for the first quarter of 2004 were $84,486, which was $4,225 or
5%  more  than  the  same period for 2003.   This increase was the result of the
effect  of translation from foreign currencies.  Excluding the effect of foreign
currency,  the gross profit percentage was 47.9% for the 2004 period compared to
47.2%  for  the  2003  period.  This  gross  profit  improvement  was  primarily
attributable  to  cost  reduction  efforts  throughout  2003.

Selling,  technical  and  administrative  (ST&A) expenses were up $2,600 for the
first  quarter  of  2004  compared to the same period in 2003.  This 5% increase
results  from the effect of translation from foreign currencies.  Excluding this
effect,  ST&A  would  have  been  1%  lower  compared to the same period in 2003
primarily  attributable  to  cost  reduction  efforts throughout 2003.  Somewhat
offsetting  these  cost reductions are increased stock compensation and research
and development expenses, included in ST&A. Stock compensation expense of $1,560
for  the  2004 period and $1,031 for the 2003 period are primarily the result of
the  application  of the fair value expense method of accounting under Statement
of  Financial  Accounting  Standard  No.  123,  Accounting  for  Stock  Based
Compensation  (SFAS 123).  We believe that this method is a better reflection of
the  expense of the Corporation's stock options in the periods impacted by these
instruments.  Also  included  in  ST&A  is  research  and development expense of
$5,357 for the three months ended March 31, 2004 compared to $4,866 for the same
period  last  year.  We expect research and development spending for all of 2004
to  approximate  $22,000 compared to $19,955 for the year end December 31, 2003.

Operating  profit in the first quarter of 2004 increased to $26,809, or 16.5%
as  a  percentage  of  net  sales,  compared  to $24,390, or 16.0%, for the 2003
period.  Excluding  the  effect  of the translation from foreign currencies, the
2003 operating profit percentage would have been 15.9%.  This improvement in the
operating profit percentage was primarily attributable to cost reduction efforts
throughout  2003.

Net  earnings  from  continuing operations for the first quarter of 2004 were
$12,893,  or  a  diluted  $0.42  per  common share, as compared to $11,566, or a
diluted  $0.36  per common share, for the same period in 2003.  The reported net
earnings for the 2004 period compared to the 2003 period were favorably impacted
by  $0.03 per share due to the positive effect from foreign currency translation
and  $0.02  per share due to the lower average diluted shares as a result of the
purchase  of  common  stock  in  2003.

Loss  from  discontinued operations, net of tax, in the first quarter of 2003
was related to the Corporation's 60% interest in Eurocir S.A., a printed circuit
board  manufacturer  located  in Europe, which we sold on December 9, 2003.  The
Eurocir  operations  represented  substantially all of the remaining electronics
manufacturing  segment.  Accordingly,  the  sale  was  accounted  for  as  a
discontinued operation.  As such, presentation of our consolidated statements of
earnings and cash flows has been restated to reflect continuing operations, with
a  separate  presentation  of  results  from  discontinued  operations.

Key  opportunities  and  risks
We  continue  to focus on improving top line sales and the generation of cash
from  operations  in order to grow shareholder value. Top line sales growth over
the  longer term will be dependent on communicating our capabilities through new
marketing  efforts  and  expanding  our capabilities by adding new products from
internal  research  and  development  efforts, exploiting our internal knowledge
base  and  acquisitions.  Additionally,  working capital initiatives continue to
focus  on  improving accounts receivable days sales outstanding and reduction of
inventory  levels  in  order to maximize cash flows during a period of continued
economic  uncertainty  in  our  primary  markets.

Our  products  are sold in a competitive, global economy. Competitors include
many  large  multi-national chemical firms based in Europe, Asia and the US. New
competitive  products  or  pricing  policies  of  our competitors can materially
affect demand for and pricing of our products.  We also manufacture and sell our
products  to customers in industries and countries that are experiencing periods
of  rapid  change,  most notably countries in Latin America and the Asia-Pacific
region. These factors have had and in the future could have an affect demand for
our  products  and therefore may have a significant impact on financial results.

We  have  invested  significant  resources  in intellectual properties such as
patents,  trademarks,  copyrights  and  trade  secrets. Since we depend on these
intellectual resources for our financial stability and future growth, we rely on
the  protection that these intellectual property rights provide. The development
and successful implementation of new, competing technologies in the market place
could  significantly  impact  future  financial  results.

SEGMENT  SALES,  COSTS  AND  EXPENSES

Advanced  Surface  Finishing:
Net  sales for the ASF segment were $93,488, up 10% in the first quarter of 2004
compared  to  the  first  quarter  of  2003.  Proprietary  sales  represented
approximately  90%  of  total  sales  in  both  periods. Excluding the effect of
foreign  currency,  proprietary  sales  and  net  sales  would have increased by
approximately  2% and 1%, respectively, in the first quarter of 2004 compared to
the  same  period  in  2003.  These higher sales were primarily the result of an
overall  favorable  market  situation  with  regard  to  electronics in Asia, as
discussed  previously.

The  net  increase  in sales, together with additional cost efficiencies in
the  2004  period, dropped directly to operating profit.  As a result, operating
profit margins improved to 16.5% for the ASF segment in the 2004 period compared
to  15.3%  for  the  2003  period,  excluding  the  effect  of  foreign currency
translation.

Printing  Solutions:
Net  sales  for  the  Printing segment were $68,524, up 1% or $691, in the first
quarter  of  2004  compared  to  the  same  quarter  in 2003.  Proprietary sales
represented  approximately  99%  of total sales for both periods.  Excluding the
effect of foreign currency, proprietary sales and net sales would have decreased
by  approximately  4%  in  the  2004  quarter compared to the 2003 quarter.  The
decline  is  primarily  the  result  of weak demand in the Americas for printing
plates  used  in  the  packaging  and  publication  markets.

Cost  reductions  almost offset the lower net sales, resulting in slightly lower
operating  profit  margins  for the Printing segment of 17.7% in the 2004 period
compared  to  17.8%  for the 2003 period, excluding foreign currency translation
effects.

NON-OPERATING  ACTIVITIES  AND  INCOME  TAXES

Other  income  and  expense
Interest  expense,  net of interest income, increased $153.  This 2% increase
results  from  the  translation  from  foreign  currencies.

In  the first quarter of 2004, we had $258 of miscellaneous expense and for
the  first  quarter  of  2003  we had miscellaneous income of $207.  The primary
reason  for the variance is related to foreign currency losses recognized in the
2004  period  compared  to  currency  gains  in  the  2003  period.

Income  taxes
The  overall effective income tax rate attributable to continuing operations was
32%  for the first   quarter of 2004 and 2003.  This effective tax rate reflects
the  utilization  of  foreign  tax  credits and an earnings mix from lower taxed
jurisdictions.

Discontinued  operations
Loss  from  discontinued operations, net of tax, in the first quarter of 2003
was related to the Corporation's 60% interest in Eurocir S.A., a printed circuit
board  manufacturer  located  in  Europe,  which  we  sold  on December 9, 2003,
discussed  above.  This  divestiture  ended  the  Corporation's  electronics
manufacturing  operations.  See  Note  8  in  Item  1  for  further  discussion.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  table  below  summarizes  the Corporation's cash flows for the three months
ended  March  31,  2004  and  2003:

<TABLE>
<CAPTION>



<S>                                      <C>                             <C>       <C>
                                                     Three Months Ended March 31,
                                         ----------------------------------------------------
                                                                  2004      2003   Variance
                                         ------------------------------  --------  ----------
Cash provided by (used for):
Continuing operations . . . . . . . . .  $                       7,189   $17,168   $  (9,979)
Discontinued operations . . . . . . . .                              -     2,229      (2,229)
                                         ------------------------------  --------  ----------
Total Operating Activities. . . . . . .                          7,189    19,397     (12,208)

Investing Activities. . . . . . . . . .                           (782)     (979)        197

Financing Activities. . . . . . . . . .                         (1,449)   (4,166)      2,717

Effect of exchange rate changes on cash                            307       363         (56)
                                         ------------------------------  --------  ----------
Net change in cash. . . . . . . . . . .  $                       5,265   $14,615   $  (9,350)
                                         ------------------------------  --------  ----------
</TABLE>

Cash  flow  from  continuing  operations  declined for the first quarter of 2004
compared to the 2003 quarter primarily as a result of higher accounts receivable
and  higher inventories at March 31, 2004, compared to March 31, 2003.  The cash
flow from discontinued operations in the 2003 quarter related to the sale of our
interest  in  Eurocir  S.A.  in the fourth quarter of 2003, as previously noted.

Investing  activities  were  comprised of capital expenditures and proceeds from
the  disposition of fixed assets.  Capital expenditures increased by $322 in the
first  quarter of 2004 compared to the same period in 2003 primarily as a result
of  our plant expansion in China.  Capital expenditures for the current year are
expected  to  total  approximately $15,000. During the 2004 period, we also sold
certain  properties  in  California  for  proceeds  of  approximately  $500.

Financing  activities  were  primarily comprised of repayments of borrowings and
dividends  paid.  During  the  2003  period,  net  debt  repayments  were $3,570
compared  to  $322 of net debt repayments in 2004.  This was partially offset by
$566  of  higher  dividend  payments.  On February 27, 2004 we announced that we
were  increasing  our  quarterly  dividend from $0.03 to $0.04.  This raises the
annual  dividend  from  $0.12  to  $0.16.  The increase was primarily due to our
strong  financial position and the continued generation of cash from operations.

The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of the Corporation's common stock. Such additional shares may
be  acquired  through  privately  negotiated transactions or on the open market.
Any  future  repurchases  by MacDermid will depend on various factors, including
the  market  price  of  the  shares,  the  Corporation's  business and financial
position and general economic and market conditions.  Additional shares acquired
pursuant  to  such authorizations will be held in the Corporation's treasury and
will  be  available  for the Corporation to issue for various corporate purposes
without  further shareholder action (except as required by applicable law or the
rules of any securities exchange on which the shares are then listed).  At March
31,  2004,  the  outstanding  authorization  to purchase approximately 1 million
shares  would  cost  approximately  $35,190  million.

The  Corporation  has  the  financial  flexibility  to deliver shareholder value
described  above  while  meeting  its  contractual obligations.  The Corporation
currently  has $66,559 in cash along with $101,910 in other net current monetary
assets  (excludes  deferred  taxes  and prepaid expenses).  In addition to these
resources  the  Corporation  also  has  a  long-term  credit  arrangement, which
consists  of  a  combined  revolving  loan  facility  that  permits  borrowings,
denominated  in  US dollars and foreign currencies, of up to $50 million.  There
has been no balance outstanding, or activity on this revolving loan facility for
the  periods presented.  The Corporation has other uncommitted credit facilities
which  presently  total  approximately  $59  million.

Future  estimated contractual cash commitments for the years subsequent to March
31,  2004  are  summarized  in  the  following  table:

<TABLE>
<CAPTION>



<S>                                 <C>              <C>           <C>               <C>
                                    Next 12 Months      2-4 Years   5 or More Years  Total
                                    ---------------  ------------  ----------------  --------
Long-term debt . . . . . . . . . .  $           238  $          -  $        300,294  $300,532
Semi-annual bond interest. . . . .           27,512        82,536            96,292   206,340
Capital leases . . . . . . . . . .              360           650               179     1,189
Operating leases . . . . . . . . .            7,010        10,238             7,307    24,555
Pension funding requirements . . .            3,136        10,500             3,500    17,136
Purchase obligations and other . .            7,163             -                 -     7,163
                                    ---------------  ------------  ----------------  --------
Total contractual cash commitments  $        45,419  $    103,924  $        407,572  $556,915
                                    ===============  ============  ================  ========
</TABLE>


The following table reflects the Corporation's ability to fund both its required
obligations  and  its  shareholder  growth  initiatives  for  fiscal  2004:
<TABLE>
<CAPTION>



<S>                                                          <C>
Cash and cash equivalents as March 31, 2004 . . . . . . . .  $ 66,559
Other net current monetary assets as of March 31, 2004. . .   101,910
Available borrowings under revolving loan facility. . . . .    50,000
Availability under other uncommitted credit facilities. . .    59,000
                                                             --------
    Total cash available and potentially available. . . . .   277,469
Total contractual cash commitments. . . . . . . . . . . . .    45,419
Expected capital expenditures . . . . . . . . . . . . . . .    13,699
Expected research and development spending. . . . . . . . .    16,643
Expected dividend payments. . . . . . . . . . . . . . . . .     3,636
                                                             --------
    Excess of cash available and potentially available over
       requirements . . . . . . . . . . . . . . . . . . . .  $198,072
                                                             ========
</TABLE>


CRITICAL  ACCOUNTING  POLICIES:

In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgment  based  on  its  understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are subject to an inherent degree of uncertainty.  Accordingly actual
results  could  differ  significantly  from  the  estimates  applied.

The  Corporation's  critical  accounting  policies  include  the  following:

Revenue  Recognition:  The  Corporation  recognizes  revenue,  including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  The  Corporation's  shipping  terms are customarily "FOB shipping
point"  and  do  not  include  right  of  inspection  or  acceptance provisions.
Equipment  sales  arrangements  may  include  right  of inspection or acceptance
provisions  in  which  case revenue is deferred until these provisions have been
satisfied.

Accounts  Receivable: The Corporation performs ongoing credit evaluations of its
customers  and  adjusts  credit  limits  based  upon  payment  history  and  the
customer's  credit worthiness.  The Corporation continually monitors collections
and  payments  from its customers and maintains a provision for estimated credit
losses  based  upon  historical  experience and any specific customer collection
issues  that it has identified.  While such credit losses have historically been
within  management's  expectations and the provisions for bad debts established,
there  is no guarantee that the Corporation will continue to experience the same
credit  loss  rates  as  in  the  past.

Inventories:  The  Corporation  values  inventory  at  lower  of average cost or
market.  Management regularly reviews obsolescence to determine that inventories
are appropriately reserved.  In making any determination, historical write-offs,
customer  demand, product evolution, usage rates and quantities of stock on hand
are  considered.  Inventory  in  excess  of  the  Corporation's  estimated usage
requirements  is  written  down  to  its  estimated  net  realizable  value.

Goodwill  and  other  long-lived assets: The Corporation records property, plant
and  equipment  at  cost.  Depreciation  and amortization of property, plant and
equipment are provided over the estimated useful lives of the respective assets,
on  the  straight-line  basis.  The  Corporation categorizes and depreciates its
assets  over  periods ranging from 3-5 years for computers, software, furniture,
fixtures  and  autos, 5-20 years for machinery and equipment, and 5-30 years for
building  and  building improvements.  Leasehold improvements are amortized over
the  lesser  of  the  useful  life  of  the  asset  or  the  life  of the lease.
Expenditures  for  maintenance  and  repairs  are  charged  directly to expense;
renewals and betterments which significantly extend the useful life of the asset
are  capitalized.  Costs and accumulated depreciation and amortization on assets
fully  depreciated, retired or disposed of are removed from the accounts and any
resulting  gains  or  losses  are  credited or charged to earnings.  Patents and
various  other  intangible  assets  are  amortized on a straight-line basis over
their  estimated  useful  lives  as  determined by management's evaluation.  The
present periods of amortization are 15 years for patents and range between 5 and
30  years  for  other  separately identified intangible assets.  The Corporation
assesses  the  carrying  value  of  goodwill  and  other  long-lived  assets  in
accordance  with  SFAS142 and SFAS144.  In many instances, projected future cash
flows  are  used  in  these  assessments.  Estimation factors, including but not
limited  to,  the  timing  of  new  product introductions, market conditions and
competitive  environment  could  affect  previous  projections.

Environmental  Matters:  The nature of the Corporation's operations and products
exposes  it  to  the  risk  of liability or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  As such, the Corporation is subject to extensive U.S. and
foreign  laws  and  regulations  relating to environmental protection and worker
health  and safety, including those governing: discharges of pollutants into the
air  and  water; the management and disposal of hazardous substances and wastes;
and  the  cleanup of contaminated properties.  The Corporation has incurred, and
will  continue to incur, significant costs and capital expenditures in complying
with  these  laws  and  regulations.  The  Corporation  could  incur significant
additional  costs,  including cleanup costs, fines and sanctions and third-party
claims,  as  a  result of violations of or liabilities under environmental laws.
In  order  to ensure compliance with applicable environmental, health and safety
laws  and regulations, the Corporation maintains a disciplined environmental and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.  It  is  the  Corporation's policy to review
these  environmental issues in light of historical experience and to reserve for
those  that  both  a  liability  has  become probable and the cost is reasonably
estimable, in accordance with Statement of Financial Accounting Standards No. 5,
Accounting  for  Contingencies.

Employee  Benefit  Plans:  The Corporation sponsors a defined benefit plan and a
retirement  medical benefit plan for its domestic employees providing retirement
benefits  based  upon years of service and compensation levels.  The Corporation
also  sponsored  a  defined  benefit plan for its United Kingdom based employees
employed at its Canning subsidiary that was frozen as of April 6, 1997, when the
plan  was  converted from a defined benefit plan to a defined contribution plan.
The  projected benefit obligations and pension expenses from both of these plans
is  dependent  upon  various factors such as the discount rate, actual return on
plan  assets  and  the  funding of the plan.  Management can neither predict the
future interest rate environment, which directly impacts the selection of future
discount  rates,  nor  predict  future  asset returns that the pension plan will
experience.  Changes  in  these  assumptions will affect current year and future
year  pension  expense  and the projected benefit obligation.  The plan discount
rate  assumption was changed to 6.25% in 2003 from 6.75% in 2002 and the rate of
compensation  increase assumption was changed to 4.5% in 2003 from 5.0% in 2002.
The  net  effect  of  changing  these  assumptions  resulted  in  an increase of
approximately $2,950 in the projected benefit obligation and is expected to keep
pension  expense  flat in 2004.  Management estimates that a 50 basis point drop
in  the  discount rate for the valuation at December 31, 2004, will increase the
plan's  projected  benefit  obligation  by approximately $4,800 and increase the
plan's pension expense by approximately $700.  However, these increases could be
offset  by  other  factors such as favorable asset experience or additional cash
contributions  to  the  plan.

NEW  ACCOUNTING  STANDARDS:

The  FASB  finalized  Staff  Position  No.  FAS106-1,  Accounting and Disclosure
Requirements  Related  to  the  Medicare  Prescription  Drug,  Improvement  and
Modernization  Act  of  2003  (FAS106-1), in January 2004.  FAS106-1 permits the
deferral  of application of Statement of Financial Accounting Standards No. 106,
Employers'  Accounting  for  Postretirement Benefits Other than Pensions, to the
Medicare  Prescription  Drug Bill.  The FASB plans to address the related issues
by issuing guidance in the second quarter of 2004.  The Corporation has deferred
application  of  FAS106-1  until  the  issuance  of  final guidance by the FASB.

ENVIRONMENTAL  and  LEGAL  MATTERS

Environmental  Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty  chemical  products  and systems expose it to the risk of liability or
claims  with  respect to environmental cleanup or other matters, including those
in  connection  with  the  disposal  of  hazardous  materials.  As  such,  the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those governing: discharges of pollutants into the air and water; the management
and disposal of hazardous substances and wastes, and the cleanup of contaminated
properties.  The  Corporation  has  incurred,  and  will  continue  to  incur,
significant  costs  and  capital  expenditures  in complying with these laws and
regulations.  The  Corporation  could  incur  significant  additional  costs,
including cleanup costs, fines and sanctions and third-party claims, as a result
of  violations  of  or liabilities under environmental laws.  In order to ensure
compliance  with  applicable  environmental,  health  and  safety  laws  and
regulations,  the  Corporation  maintains  a  disciplined  environmental  and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.

The  Corporation  is  named  as  a  potentially responsible party ("PRP") at two
Superfund  sites.  There  are  many  other  PRPs  involved  at these sites.  The
Corporation  has  recorded  its  best estimate of liabilities in connection with
site  clean-up  based upon the extent of its involvement, the number of PRPs and
estimates  of  the  total costs of the site clean-up that reflect the results of
environmental  investigations  and remediation estimates produced by remediation
contractors.  While  the  ultimate  costs  of  such liabilities are difficult to
predict,  the  Corporation  does not expect that its costs associated with these
sites  will  be  material.

In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites  acquired in the December 1998 acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under  the  Acquisition  Agreement  ("the  acquisition
agreement")  to  withhold  a  deferred  purchase  price payment of approximately
$1,600.  The  Corporation  estimates  the  range of cleanup costs at the Canning
sites  between  $2,000  and  $5,000.  Investigations  into  the  extent  of
contamination, however, are ongoing with respect to some of these sites.  To the
extent  the  Corporation's  liabilities  exceed  $1,600  it  may  be entitled to
additional  indemnification  payments.  Such recovery may be uncertain, however,
and  would  likely  involve significant litigation expense.  The Corporation has
instituted  an  arbitration  to  enforce the obligations of other parties to the
acquisition  agreement concerning the remediation of the Kearney, New Jersey and
Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with  a
confirmation,  in favor of the Corporation, that the former primary shareholders
of the entity that operated the Kearney, New Jersey site are responsible for its
remediation  to applicable state standards and an order to establish a time line
for completion of the remediation.  The Corporation expects that the remediation
will  take  several  years.  The  Corporation  believes  that remediation of the
Waukegan,  Illinois  site is complete and is in the process of applying for a no
further action letter from the state.  The Corporation is also in the process of
characterizing  contamination  at  its Huntingdon Avenue, Waterbury, Connecticut
site  which was closed in the quarter ended September 30, 2003.  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 and the Huntingdon Avenue, Waterbury, Connecticut site.  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:
Various  legal proceedings are pending against the Corporation.  The Corporation
considers  all such proceedings to be ordinary litigation incident to the nature
of  its  business.  Certain  claims  are  covered  by  liability insurance.  The
Corporation  believes  that  the  resolution  of  these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse  effect  on  its  financial  position  or results of operations.  To the
extent  reasonably  estimable,  reserves have been established regarding pending
legal  proceedings.

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

The  Corporation  is  exposed  to  market  risk in the normal course of business
activity  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.  Management  continually  reviews  the  balance  between foreign currency
denominated  assets  and  liabilities  in  order  to  minimize the Corporation's
exposure  to  foreign  exchange  fluctuations.

The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 60% of the Corporation's
net  sales  and identifiable assets are denominated in currencies other than the
US  Dollar,  predominantly  the Euro, the Pound Sterling, the Yen, Hong Kong and
New Taiwan Dollars.  For the three month period ending March 31, 2004, there was
a  favorable  foreign  currency  translation effect on earnings of approximately
$0.03  per share, or 7%, when compared to the three months ended March 31, 2003.
The  annual  impact on operating cash flows historically has been insignificant.

The  Corporation's  business  operations  consist principally of manufacture and
sale  of  specialty  chemicals,  supplies  and  related  equipment  to customers
throughout much of the world.  Approximately 42% of the business is concentrated
in  the printing business, used for a wide variety of applications, while 58% of
the  business is concentrated to customers supplying a wide variety of chemicals
to  manufacturers  of  automotive,  other  industrial,  electronics and offshore
applications.   As is usual for these businesses, the Corporation generally does
not  require collateral or other security as a condition of sale, rather relying
on  credit  approval,  balance  limitation  and monitoring procedures to control
credit  risk  of  trade account financial instruments.  Management believes that
reserves for losses, which are established based upon review of account balances
and  historical  experience,  are  adequate.

The  Corporation  has  been  exposed  to  interest rate risk, primarily from its
credit facility which is based upon various floating rates.  The Corporation had
entered  into  interest  rate  swap  agreements  for the purpose of reducing its
exposure  to  possible  future  changes in interest rates.  A remaining interest
rate  swap  is considered speculative as there are no outstanding balances under
the credit facility.  The Corporation reduced its exposure to interest rate risk
with  a  fixed rate bond offering during  2001.  For additional information, see
Note  12,  Financial  Information  for  Guarantors  of  the  Corporation's  Bond
Offering,  in  Part  I,  Item  1.  Based  upon  the  Corporation's  current debt
structure  and  expected  levels  of  borrowing in 2004, an increase in interest
rates would not result in an incremental interest expense.  The Corporation does
not  enter  into  derivative  financial instruments for trading purposes but has
certain  other supply agreements for raw material inventories and has chosen not
to  enter  into  any  price  hedging  with  its  suppliers  for  commodities.


ITEM  4:
                             Controls and Procedures

The  Corporation's principle executive and financial officers have evaluated the
effectiveness  of  the  Corporation's  disclosure  controls  and  procedures (as
defined  in  Rule  13a-14(c)  under the Securities Exchange Act of 1934) as of
March 31, 2004.  Based on that evaluation, they  have  concluded  that the
Corporation's disclosure controls and procedures are  adequate  and  effective.
There  have  been  no significant changes in the Corporation's  internal
controls  or  in other factors that could significantly affect internal controls
subsequent to the date they completed their evaluation.


PART  II.  OTHER  INFORMATION
ITEM  1  :  Legal  Proceedings
Refer  to  the  notes  to  the  consolidated  condensed  financial  statements,
Contingencies  and  Legal  Matters,  Note  11.
ITEM  2  :  Changes  in  Securities  and  Use  of  Proceeds
     None.
ITEM  3  :  Defaults  Upon  Senior  Securities
     None.
ITEM  4  :  Submission  of  Matters  to  a  Vote  of  Security  Holders
4(a) The annual meeting of shareholders was held on April 27, 2004, in Waterbury
CT.

4(b)  The following is a tabulation of the results of voting by security holders
for  the  election  of  directors:

<TABLE>
<CAPTION>



<S>                   <C>         <C>

Nominees . . . . . .  Votes for   Votes withheld
--------------------  ----------  --------------
Daniel H. Leever . .  28,404,692       1,119,296
--------------------  ----------  --------------
Donald G. Ogilvie. .  28,339,065       1,184,923
--------------------  ----------  --------------
James C. Smith . . .  28,427,199       1,096,789
--------------------  ----------  --------------
Joseph M. Silvestri.  27,868,726       1,655,262
--------------------  ----------  --------------
T. Quin Spitzer, Jr.  28,251,240       1,272,748
--------------------  ----------  --------------
Robert L. Ecklin . .  28,427,465       1,096,523
--------------------  ----------  --------------
</TABLE>


4(c)  The following is a tabulation of the results of voting by security holders
for  the  ratification  of  appointment of KPMG as the Corporation's independent
accountants:
Votes  for:  28,762,331  Votes  against:  706,127  Abstain:  55,530

4(d)  The following is a tabulation of the results of voting by security holders
for  the ammnedment to the MacDermid Incorporated 2001 key executive performance
equity  plan:
Votes  for:  22,274,959     Votes  against:  2,576,457  Abstain:  1,531,699

4(e)  The following is a tabulation of the results of voting by security holders
for  the  ammnedment  to  the MacDermid Incorporated 1995 equity incentive plan:
Votes  for:  23,212,405     Votes  against:  1,704,040  Abstain:  1,466,669

ITEM  5  :  Other  Information
     None.
ITEM  6(a)  :  Exhibits

<TABLE>
<CAPTION>



<C>   <S>

31.1  Certification of Daniel H. Leever pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
31.2  Certification of Gregory M. Bolingbroke pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
3  2  Written Statement of Chief Executive Officer and Chief Financial
      Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002 (18 U.S.C. 1350)
</TABLE>

ITEM  6(b)  :  Reports  on  Form  8-K
Current  Report  on Form 8-K dated February 10, 2004, regarding earnings for the
fiscal  year  ended  December  31,  2003.

                                   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)




Signed: September 28, 2004          /s/  Daniel  H.  Leever
        ------------------          -----------------------
For the amended Form 10-Q/A
certifying the report as of             Daniel  H.  Leever
May 7, 2004, date of original          Chairman,  President  and
filing                                 Chief  Executive  Officer






Date: September 28, 2004            /s/  Gregory  M.  Bolingbroke
       -----------------             -----------------------------
For the amended Form 10-Q/A
certifying the report as of             Gregory  M.  Bolingbroke
May 7, 2004, date of original       Senior  Vice  President,  Finance
filing