35

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

                                    FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED  September 30, 2001
                                              -------------------

                         COMMISSION FILE NUMBER  0-2413
                                                -------

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

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

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

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

                                   March 31st                    .
              ----------------------------------------------------
          Former name, former address or former fiscal year, if changed
                               since last report.

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

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

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

               Class                 Outstanding  at  November  1,  2001
     ----------------------          -----------------------------------
     Common  Stock,  no  par  value            32,121,303  shares
                             MACDERMID, INCORPORATED
<TABLE>
<CAPTION>

                                      INDEX

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

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
       September 30, 2001 and March 31, 2001 . . . . . . .       2-3
       Consolidated Condensed Statements of Earnings
       and Retained Earnings - Six and Three Months Ended
       September 30, 2001 and 2000 . . . . . . . . . . . .         4
       Consolidated Condensed Statements of Cash Flows -
       Six Months Ended September 30, 2001 and 2000. . . .         5
  Notes to Consolidated Condensed Financial Statements . .      6-22
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations     23-29
Item 3.  Quantitative and Qualitative Disclosures
             About Market Risk . . . . . . . . . . . . . .        29
Part II.   Other Information . . . . . . . . . . . . . . .        29
Signatures . . . . . . . . . . . . . . . . . . . . . . . .        30
</TABLE>


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


                                         September 30,    March 31,
<S>                                     <C>              <C>
                                                   2001         2001
                                        ---------------  -----------
Assets . . . . . . . . . . . . . . . .      (Unaudited)    (Audited)

Current Assets:
Cash and Equivalents . . . . . . . . .  $        21,890  $    12,546
Accounts and Notes Receivable, (Net
   of Allowance for Doubtful
   Receivables of $13,133 and $11,758)          181,375      194,764
Inventories
   Finished Goods. . . . . . . . . . .           69,102       75,788
   Raw Materials . . . . . . . . . . .           58,275       65,725
                                        ---------------  -----------
                                                127,377      141,513
Prepaid Expenses . . . . . . . . . . .            8,398        6,365
Deferred Income Tax Asset. . . . . . .            9,100       10,346
                                        ---------------  -----------
              Total Current Assets . .          348,140      365,534
Property, Plant and Equipment (Net
   of Accumulated Depreciation of
   $135,722 and $112,278). . . . . . .          171,371      183,578
Goodwill (Net Accumulated
   Amortization of $36,062). . . . . .          241,688      236,098
Intangibles, including
   Patents/Trademarks (Net of
   Accumulated Amortization
   of $38,539 and $36,077) . . . . . .           65,654       67,135
Other Assets . . . . . . . . . . . . .           42,080       32,480
                                        ---------------  -----------
                                        $       868,933  $   884,825
                                        ===============  ===========
<FN>

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








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


                                            September 30,    March 31,
                                                2001           2001
                                           ---------------  -----------
Liabilities and Shareholders' Equity         (Unaudited)     (Audited)
<S>                                        <C>              <C>
Current Liabilities:
Notes Payable . . . . . . . . . . . . . .  $       18,226   $   11,748
Current Installments of Long-Term
   Obligations. . . . . . . . . . . . . .           4,860       68,517
Accounts & Dividends Payable. . . . . . .          65,646       81,827
Accrued Expenses. . . . . . . . . . . . .          70,889       67,118
Income Taxes. . . . . . . . . . . . . . .          12,822       10,635
                                           ---------------  -----------
              Total Current Liabilities .         172,443      239,845

Long-Term Obligations . . . . . . . . . .         428,255      392,619
Accrued Post-Retirement &
   Postemployment Benefits. . . . . . . .          17,119       17,355
Deferred Income Taxes . . . . . . . . . .           3,195        4,337
Other Long-Term Liabilities . . . . . . .           4,262           --
Minority Interest . . . . . . . . . . . .           2,538           --

Shareholders' Equity
Common Stock Stated Value
   $1.00 per Share. . . . . . . . . . . .          46,410       45,408
Additional Paid-In Capital. . . . . . . .          15,651       16,437
Retained Earnings . . . . . . . . . . . .         260,243      249,460
Cumulative Comprehensive
   Income Equity Adjustments
   (Note 5) . . . . . . . . . . . . . . .         (22,876)     (22,329)
Less:  Cost of 14,277,610 Common
   Shares in Treasury (Note 3). . . . . .         (58,307)     (58,307)
                                           ---------------  -----------
              Total Shareholders' Equity.         241,121      230,669
                                           ---------------  -----------
                                           $      868,933   $  884,825
                                           ===============  ===========
<FN>

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


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


<TABLE>
<CAPTION>


                                                     Six Months Ended                                      Three Months Ended
                                                       September 30,                                            September 30,
                                                          2001                               2000                     2001
                                            --------------------------------  ----------------------------------  ------------
<S>                                         <C>                               <C>                                 <C>
Net Sales. . . . . . . . . . . . . . . . .  $                       356,757   $                         385,783   $   171,663

Cost and Expenses:
   Cost of Sales . . . . . . . . . . . . .                          207,426                             204,384       100,391
   Selling, Technical,
    Administrative Expenses. . . . . . . .                          106,975                             116,169        52,329
   Amortization. . . . . . . . . . . . . .                            4,228                              10,435         2,246
   Interest Income . . . . . . . . . . . .                             (558)                               (906)         (319)
   Interest Expense. . . . . . . . . . . .                           18,734                              16,995        10,218
   Other Expense (net) . . . . . . . . . .                            1,546                               2,060           887
                                            --------------------------------  ----------------------------------  ------------
                                                                    338,351                             349,137       165,752
                                            --------------------------------  ----------------------------------  ------------

Earnings Before Taxes and
   Minority Interest . . . . . . . . . . .                           18,406                              36,646         5,911
Income Taxes . . . . . . . . . . . . . . .                            6,442                              13,486         1,819

Minority Interest. . . . . . . . . . . . .                              105                                  --            78
                                            --------------------------------  ----------------------------------  ------------
Net Earnings . . . . . . . . . . . . . . .                           12,069                              23,160         4,170

Retained Earnings,
   Beginning of Period . . . . . . . . . .                          249,460                             217,149       256,716
Cash Dividends Declared. . . . . . . . . .                           (1,286)                             (1,246)         (643)
                                            --------------------------------  ----------------------------------  ------------
Retained Earnings, End of
   Period. . . . . . . . . . . . . . . . .  $                       260,243   $                         239,063   $   260,243
                                            ================================  ==================================  ============


Net Earnings Per Common Share - (Note 4):
   Basic . . . . . . . . . . . . . . . . .  $                          0.38   $                            0.74   $      0.13
                                            ================================  ==================================  ============
   Diluted . . . . . . . . . . . . . . . .  $                          0.37   $                            0.72   $      0.13
                                            ================================  ==================================  ============


Cash Dividends Per
   Common Share. . . . . . . . . . . . . .  $                          0.04   $                            0.04   $      0.02
                                            ================================  ==================================  ============

Weighted Average Common Shares
  Outstanding:
   Basic . . . . . . . . . . . . . . . . .                       31,813,461                          31,132,512    32,132,147
                                            ================================  ==================================  ============
   Diluted . . . . . . . . . . . . . . . .                       32,390,137                          32,404,722    32,390,933
                                            ================================  ==================================  ============


                                                2000
                                            ------------
<S>                                         <C>
Net Sales. . . . . . . . . . . . . . . . .  $   198,720

Cost and Expenses:
   Cost of Sales . . . . . . . . . . . . .      108,978
   Selling, Technical,
    Administrative Expenses. . . . . . . .       60,167
   Amortization. . . . . . . . . . . . . .        5,540
   Interest Income . . . . . . . . . . . .         (403)
   Interest Expense. . . . . . . . . . . .        9,312
   Other Expense (net) . . . . . . . . . .          290
                                            ------------
                                                183,884
                                            ------------

Earnings Before Taxes and
   Minority Interest . . . . . . . . . . .       14,836
Income Taxes . . . . . . . . . . . . . . .        5,460

Minority Interest. . . . . . . . . . . . .           --
                                            ------------
Net Earnings . . . . . . . . . . . . . . .        9,376

Retained Earnings,
   Beginning of Period . . . . . . . . . .      230,310
Cash Dividends Declared. . . . . . . . . .         (623)
                                            ------------
Retained Earnings, End of
   Period. . . . . . . . . . . . . . . . .  $   239,063
                                            ============


Net Earnings Per Common Share - (Note 4):
   Basic . . . . . . . . . . . . . . . . .  $      0.30
                                            ============
   Diluted . . . . . . . . . . . . . . . .  $      0.29
                                            ============


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

Weighted Average Common Shares
  Outstanding:
   Basic . . . . . . . . . . . . . . . . .   31,131,411
                                            ============
   Diluted . . . . . . . . . . . . . . . .   32,404,015
                                            ============
<FN>

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






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

<TABLE>
<CAPTION>


                                                Six Months Ended September 30,
                                                             2001                  2000
                                               --------------------------------  ---------
<S>                                            <C>                               <C>
Net Cash Flows from Operating Activities. . .  $                        49,407   $ 31,672

Cash Flows from Investing Activities:
   Capital Expenditures . . . . . . . . . . .                           (4,215)    (7,586)
   Proceeds from Disposition of Fixed Assets.                              269      2,029
   Acquisitions of Business . . . . . . . . .                               --    (57,280)
                                               --------------------------------  ---------

   Net Cash Flows from/(used in)
     Investing Activities . . . . . . . . . .                           (3,946)   (62,837)

Cash Flows from Financing Activities:
   Short-Term (Repayments)/Borrowings . . . .                            1,088     (9,114)
   Long-Term Borrowings . . . . . . . . . . .                          356,695     62,650
   Long-Term Repayments . . . . . . . . . . .                         (384,527)   (23,938)
   Bond Financing Fees. . . . . . . . . . . .                           (8,167)        --
   Purchase of Treasury Shares. . . . . . . .                               --       (196)
   Dividends Paid . . . . . . . . . . . . . .                           (1,286)    (1,246)
                                               --------------------------------  ---------

   Net Cash Flows (used in)/from
   Financing Activities . . . . . . . . . . .                          (36,197)    28,156

Effect of Exchange Rate Changes
   On Cash and Cash Equivalents . . . . . . .                               80     (1,071)
                                               --------------------------------  ---------


   Increase/(Decrease) in Cash and
    Cash Equivalents. . . . . . . . . . . . .                            9,344     (4,080)

Cash and Cash Equivalents at
   Beginning of Year. . . . . . . . . . . . .                           12,546     20,116
                                               --------------------------------  ---------

Cash and Cash Equivalents
   At End of Period . . . . . . . . . . . . .  $                        21,890   $ 16,036
                                               ================================  =========


Cash Paid for Interest. . . . . . . . . . . .  $                        11,142   $ 16,068
                                               ================================  =========

Cash Paid for Income Taxes. . . . . . . . . .  $                         9,505   $  9,938
                                               ================================  =========
<FN>

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


                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        (Amounts In Thousands of Dollars)
Note  1.     Summary  of  Significant  Accounting  Policies
The  March  31,  2001  condensed  consolidated  balance  sheet amounts have been
derived  from  the  previously audited consolidated balance sheets of MacDermid,
Incorporated  (the  Corporation).  The  balance  of  the  condensed  financial
information  reflects  all  adjustments which are, in the opinion of management,
necessary  for  a  fair  presentation  of  the  financial  position,  results of
operations  and cash flows for the interim periods presented and are of a normal
recurring  nature  unless  otherwise  disclosed  in this report.  The results of
operations for the six and three month periods ended September 30, 2001 and 2000
are  not  necessarily indicative of  trends or of the results to be expected for
the  full  year.  The statements should be read in conjunction with the notes to
the  consolidated financial statements included in the Corporation's 2001 Annual
Report.
The  Board of Directors on May 21, 2001 voted to change the Corporation's fiscal
year  to  December  31st.  The  next  fiscal  year  end  is  December  31, 2001.
Accordingly, the first SEC report affected by this change will be the Form 10-K,
covering  the  nine  month  transition  period.
Note  2.     Goodwill  and  Other  Intangible  Assets
The  Corporation  has  elected  for  early  adoption  of  Statement of Financial
Accounting  Standards  No. 142 "Goodwill and Other Intangible Assets" (SFAS142).
The fair value of goodwill was deemed to be in excess of the carrying value upon
adoption  using  the  expected  value  of  future  cash  flows.
Acquired  intangible  assets  as  of  September  30,  2001  are  as  follows:
<TABLE>
<CAPTION>


                       Gross Carrying    Accumulated
                           Amount        Amortization
                       ---------------  --------------
<S>                    <C>              <C>
Patents . . . . . . .  $        42,748  $      (9,950)
Trademarks. . . . . .           30,409         (8,540)
Customer Base . . . .            7,063           (667)
Manufacturing Process            5,252         (5,252)
Other . . . . . . . .           18,721        (14,130)
                       ---------------  --------------
   Total. . . . . . .  $       104,193  $     (38,539)
</TABLE>


Aggregate  estimated  amortization  expense for the year ended December 31, 2001
(nine  month  transition  period):  $3,700
Estimated  amortization  expense  is  as  follows:
<TABLE>
<CAPTION>



<S>                                   <C>
For the year ended December 31, 2002  $5,000
For the year ended December 31, 2003  $5,000
For the year ended December 31, 2004  $5,000
For the year ended December 31, 2005  $5,000
For the year ended December 31, 2006  $5,000
</TABLE>


The  carrying  amounts  of  Goodwill,  identified  for  the  following segments;
Advanced  Surface  Finishes  ("ASF"),  Graphic  Arts  ("GA")  and  Electronics
Manufacturing  ("EM"),  as  of  September  30,  2001,  are  as  follows:
<TABLE>
<CAPTION>



                                     ASF       GA       EM      Total
                                   --------  -------  -------  --------
<S>                                <C>       <C>      <C>      <C>
Balance as of April 1, 2001 . . .  $115,878  $96,042  $24,178  $236,098
Goodwill acquired during the year        --       --    2,930     2,930
Effects of currency translation .     2,322      338       --     2,660
                                   --------  -------  -------  --------
Balance as of September 30, 2001.  $118,200  $96,380  $27,108  $241,688
</TABLE>



<TABLE>
<CAPTION>



Additional Transitional Disclosures:                 Six Months Ended September 30,                     Three Months Ended
                                                                                                            September 30,
                                                   2001                              2000                  2001    2000
                                      -------------------------------  ---------------------------------  ------  -------
<S>                                   <C>                              <C>                                <C>     <C>
Reported net income. . . . . . . . .  $                        12,069  $                          23,160  $4,170  $ 9,376
Add back:  Goodwill amortization . .                               --                              3,359      --    1,634
                                      -------------------------------  ---------------------------------  ------  -------
Adjusted net income. . . . . . . . .  $                        12,069  $                          26,519  $4,170  $11,010

Basic Earnings Per Share:
  Reported net income. . . . . . . .  $                          0.38  $                            0.74  $ 0.13  $  0.30
  Goodwill amortization. . . . . . .                               --  $                            0.11      --  $  0.05
                                      -------------------------------  ---------------------------------  ------  -------
  Adjusted net income. . . . . . . .  $                          0.38  $                            0.85  $ 0.13  $  0.35

Diluted Earnings Per Share:
   Reported net income . . . . . . .  $                          0.37  $                            0.72  $ 0.13  $  0.29
   Goodwill amortization . . . . . .                               --  $                            0.10      --  $  0.05
                                      -------------------------------  ---------------------------------  ------  -------
  Adjusted net income. . . . . . . .  $                          0.37  $                            0.82  $ 0.13  $  0.34
</TABLE>


Note  3.     Common  Share  Data
The following table summarizes common shares issued as of September 30, 2001 and
2000.
<TABLE>
<CAPTION>



                                       2001        2000
                                    ----------  -----------
<S>                                 <C>         <C>
Balance beginning of year. . . . .  45,408,464  45,412,325
Shares issued - warrants exercised   1,001,293          --
Shares cancelled - stock awards. .          --      (3,304)
Balance end of period. . . . . . .  46,409,757  45,409,021
</TABLE>


On  July  22, 1998 the Board of Directors authorized the Corporation to purchase
up  to 1,000,000 shares of its common stock.  On February 17, 1999, the Board of
Directors  reduced this authorization to 200,000 shares.  At September 30, 2001,
there  remained  authorization  to  purchase approximately 174,000 shares.  Such
additional  shares  may be acquired through privately negotiated transactions or
on  the open market from time to time.  Any future repurchases by MacDermid will
depend  on  various  factors,  including  the  market  price  of the shares, the
Corporation's  business  and  financial position and general economic and market
conditions.  Additional  shares  acquired pursuant to such authorization will be
held  in the Corporation's treasury and will be available for the Corporation to
issue  for various corporate purposes without further shareholder action (except
as  required  by applicable law or the rules of any securities exchange on which
the  shares  are  then  listed).

Note  4.     Earnings  Per  Common  Share
The  computation  of basic earnings per share is based upon the weighted average
number  of  outstanding  common shares.  The computation of diluted earnings per
share  is  based  upon  the weighted average number of outstanding common shares
plus  the  effect  of all dilutive potential common shares that were outstanding
during  the  period.  Earnings  per  share is calculated based upon net earnings
available  for  common  shareholders.
The  following table reconciles basic weighted-average common shares outstanding
to  diluted  weighted-average  common  shares  outstanding.
<TABLE>
<CAPTION>


                                  Six Months Ended September 30                        ,               Three Months Ended
                                                                                                         September 30,
                                               2001                             2000                   2001        2000
                                  ------------------------------  --------------------------------  ----------  ----------
<S>                               <C>                             <C>                               <C>         <C>
Basic Common Shares. . . . . . .                      31,813,461                        31,132,512  32,132,147  31,131,411
Dilutive effect of stock options                         257,971                           270,858     258,786     271,252
Dilutive effect of warrants. . .                         318,705                         1,001,352          --   1,001,352
                                  ------------------------------  --------------------------------  ----------  ----------
Diluted Common Shares. . . . . .                      32,390,137                        32,404,722  32,390,933  32,404,015
</TABLE>


Note  5.     Comprehensive Income and Cumulative Comprehensive Equity Adjustment
The components of comprehensive income for the six and three month periods ended
September  30,  2001  and  2000  are  as  follows:
<TABLE>
<CAPTION>


                                                Six Months Ended September 30,                     Three Months Ended
                                                                                                       September 30,
                                             2001                               2000                  2001     2000
                               --------------------------------  ----------------------------------  ------  --------
<S>                            <C>                               <C>                                 <C>     <C>
Net Earnings. . . . . . . . .  $                        12,069   $                          23,160   $4,170  $ 9,376
Other Comprehensive Income:
  Cumulative Foreign Currency
   Translation Adjustment . .                             (547)                             (3,573)   2,197   (3,467)
  Derivative Instruments and
   Hedging Activities . . . .                               --                                  --      258       --
                               --------------------------------  ----------------------------------
Comprehensive Income. . . . .  $                        11,522   $                          19,587   $6,625  $ 5,909
                               ================================  ==================================  ======  ========
</TABLE>


The  components  of  cumulative  comprehensive  income  equity  adjustment as of
September  30,  2001  and  March  31,  2001  are  as  follows:
<TABLE>
<CAPTION>


                                       September 30, 2001    March 31, 2001
                                      --------------------  ----------------
<S>                                   <C>                   <C>
Cumulative Foreign Currency
  Translation Adjustment . . . . . .  $           (13,206)  $       (12,659)
Additional Minimum Pension Liability               (9,670)           (9,670)
                                      --------------------  ----------------
Comprehensive Income . . . . . . . .  $           (22,876)  $       (22,329)
                                      --------------------  ----------------
</TABLE>


Note  6.     Segment  Reporting
The  Corporation  provides  development, manufacture and technical service for a
large  variety  of  specialty  chemical  processes  and related equipment in two
reportable  operating  segments:  Advanced Surface Finishes and Graphic Arts. In
addition, the Corporation operates a third reportable segment for the design and
manufacture  of  printed  circuit  boards.  These three segments under which the
Corporation operates on a worldwide basis are managed separately as each segment
has  differences in technology and marketing strategies.  The chemicals supplied
by  Advanced  Surface  Finishes are used for a broad range of purposes including
finishing  metals  and  non  metallic  surfaces, electro-plating metal surfaces,
etching,  imaging,  metalization,  offshore  fluids  and cleaning. The chemicals
supplied  by  Graphic  Arts  are  used  for  diverse  purposes  including offset
blankets,  printing  plates,  textile blankets and covers for industrial rollers
used in the printing industry.  The Electronics Manufacturing segment produces a
wide  variety  of  single-sided  and  double-sided  printed  circuit  boards.
The  business  segments  reported  below are the segments of the Corporation for
which  separate  financial  information  is  available  and  for which operating
results  are  reviewed  by  executive  management  to  assess performance of the
Corporation.  The  accounting  policies of the business segments are the same as
those  described  in  the  summary  of  significant accounting policies, Note 1.
Net  sales  for  all  of  the  Corporation's products fall into one of the three
business  segments.  The  business segment results of operations include certain
operating  costs,  which are allocated based on the relative burden each segment
bears on those costs. Operating income amounts are evaluated before amortization
of  intangible  assets  and  non-recurring  charges.  The  business  segment
identifiable  assets  which  follow  are reconciled to total consolidated assets
including  unallocated  corporate assets which consist primarily of deferred tax
assets,  equity  method  investments  and  certain  other  long  term assets not
directly  associated  with  the  support  of  the  individual  operations.
Segment  Results  of  Operations:
<TABLE>
<CAPTION>


                                     Six Months Ended September 30,    Three Months Ended September 30,
                                                  2001                               2000                   2001       2000
                                    --------------------------------  ----------------------------------  ---------  ---------
<S>                                 <C>                               <C>                                 <C>        <C>
Net Sales
   Advanced Surface Finishes . . .  $                       166,502   $                         224,924   $ 79,592   $111,434
   Graphic Arts. . . . . . . . . .                          148,732                             156,855     73,887     83,282
   Electronics Manufacturing . . .                           41,523                               4,004     18,184      4,004
                                    --------------------------------  ----------------------------------  ---------  ---------
     Consolidated Net Sales. . . .  $                       356,757   $                         385,783   $171,663   $198,720
                                    --------------------------------  ----------------------------------  ---------  ---------

Operating Income
   Advanced Surface Finishes . . .  $                        22,781   $                          42,920   $  8,779   $ 19,235
   Graphic Arts. . . . . . . . . .                           22,794                              26,745     11,393     14,775
   Electronics Manufacturing . . .                           (3,219)                             (1,988)    (1,229)    (1,988)
   Restructuring Expense . . . . .                               --                                (974)        --       (974)
   Merger Expense. . . . . . . . .                               --                              (1,473)        --     (1,473)
   Amortization Expense. . . . . .                           (4,228)                            (10,435)    (2,246)    (5,540)
                                    --------------------------------  ----------------------------------  ---------  ---------
     Consolidated Operating Income  $                        38,128   $                          54,795   $ 16,697   $ 24,035

      Interest Income. . . . . . .                              558                                 906        319        403
      Interest Expense . . . . . .                          (18,734)                            (16,995)   (10,218)    (9,312)
      Other (Expense) Income - net                           (1,546)                             (2,060)      (887)      (290)
      Earnings before Income Taxes
                                    --------------------------------  ----------------------------------  ---------  ---------
        And Minority Interest. . .  $                        18,406   $                          36,646   $  5,911   $ 14,836
                                    --------------------------------  ----------------------------------  ---------  ---------
</TABLE>


Segment  Identifiable  Assets:
<TABLE>
<CAPTION>


                            September 30, 2001   March 31, 2001
                            -------------------  ---------------
<S>                         <C>                  <C>
Advanced Surface Finishing  $           416,580  $       426,869
Graphic Arts . . . . . . .              339,752          345,849
Electronics Manufacturing.               92,703           91,665
Corporate-wide . . . . . .               19,898           20,442
                            -------------------  ---------------
   Consolidated Assets . .  $           868,933  $       884,825
                            ===================  ===============
</TABLE>


Note  7.     Restructuring  Charges  and  Acquisition  Liabilities
The  Corporation  embarked  on  a  restructuring program beginning in the second
quarter  of fiscal 2001 in order to strategically reposition its operations.  In
connection  with these actions, there was a $6,663 restructuring charge taken in
fiscal  year  2001.  This  charge  represents,  primarily, management and office
support  redundancies  of  approximately  165  individuals.  Approximately  163
employees  have  severed  in  accordance with the plan as of September 30, 2001.
The  resulting cash payments and other charges, including payments of $1,377 for
the  six  months  ended  September  30,  2001, are summarized, cumulative, since
inception,  on  the  following  table:
<TABLE>
<CAPTION>


                        Inception   Payments   Accrued, end of Period
                        ----------  ---------  -----------------------
<S>                     <C>         <C>        <C>
Severance. . . . . . .  $    6,133  $   5,265  $                   868
Lease/Asset write-offs         530        455                       75
                        ----------  ---------  -----------------------
   Total . . . . . . .  $    6,663  $   5,720  $                   943
</TABLE>



The Corporation established liabilities (included in accrued expenses) in fiscal
year  1999 when recording the acquisition of W.Canning, plc.  The reorganization
of employees has been completed.  The reorganization of facilities is proceeding
as  planned.  Five facilities have been closed with those activities assimilated
elsewhere.  Negotiations  are  ongoing  regarding  the  elimination  of  leased
facilities  and  sale  of  owned  facilities.
The  following  table  summarizes the cumulative activity to this account, since
inception,  including  payments  of  $198 for the six months ended September 30,
2001:
<TABLE>
<CAPTION>


               Inception   Adjustments  Payments  Accrued, end of Period
               ----------  -----------  --------  -----------------------
<S>            <C>         <C>          <C>       <C>
Facilities. .  $    4,200          885     3,191  $                 1,894
Redundancies.       2,050        3,100     5,150                        0
Environmental       2,000            0       120                    1,880
               ----------  -----------  --------  -----------------------
   Total. . .  $    8,250        3,985     8,461  $                 3,774
</TABLE>


Note  8.     Market  Risk  and  Contingencies
Market  Risk
The  Corporation  is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing  and  financing  activities. The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.
The  Corporation  is  exposed  to  interest  rate risk primarily from its credit
facility,  which  is  based upon various floating rates.  At September 30, 2001,
the  Corporation had entered into interest rate swaps with an aggregate notional
amount  that approximates 97% of its borrowings on this facility.  The resulting
weighted-average  fixed  interest  rate  is 6.1%.  Based upon expected levels of
borrowing  under  this  facility,  in  the current year, an increase in interest
rates  of  100 basis points would result in an incremental $1.2 million interest
expense.  Also, see Notes to Consolidated Condensed Financial Statements, Note 9
Bond  Offering,  for  additional  information.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products in over 25 countries.  Approximately 50% of the Corporation's sales are
denominated  in  currencies  other  than  the US Dollar, predominantly the Pound
Sterling,  currencies  pegged  to  the  Euro,  the Yen, Hong Kong and New Taiwan
Dollars.  For  the  six  month  period  ending  September  30, 2001, there was a
negative  impact  on earnings of approximately $0.02 per share, or approximately
5%.  Earnings  are generally reinvested locally and the impact on operating cash
flows  has  been  less than $2,600 annually.  Management continually reviews the
balance  between foreign currency denominated assets and liabilities in order to
minimize  the  exposure  to foreign exchange fluctuations.  Approximately 60% of
the  Corporation's  identifiable assets are denominated in currencies other than
the  US Dollar, predominantly the Pound Sterling, currencies pegged to the Euro,
the  Yen,  Hong  Kong  and  New  Taiwan  Dollars.
MacDermid  does  not enter into any derivative financial instruments for trading
purposes.  The  Corporation  has  certain other supply agreements for quantities
but  has  chosen  not  to  enter  into  any price hedging with its suppliers for
commodities.
Contingencies
Environmental:  As  manufacturers  and  distributors  of specialty chemicals and
systems,  the  Corporation  is  subject  to  extensive U.S. and foreign laws and
regulations  relating  to environmental protection and worker health and safety,
including those governing:  discharges of pollutants into the air and water; the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
The  Corporation has incurred, and will continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation's  nature  of operations and products (including raw materials)
expose  it  to  the  risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  The  Corporation  has  been  named  as  a  potentially
responsible  party  ("PRP") at three Superfund sites.  There are many other PRPs
involved  at each of these sites. The Corporation has recorded its best estimate
of  liabilities  in  connection  with site clean-up based upon the extent of its
involvement,  the  number  of  PRPs and estimates of the total costs of the site
clean-up  that  reflect  the  results  of  environmental  investigations  and
remediation  estimates  produced by remediation contractors.  While the ultimate
costs  of  such  liabilities  are difficult to predict, the Corporation does not
expect  that  its  costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these  sites.  To the extent the Corporation's liabilities exceed $2 million, it
may  be  entitled  to additional indemnification payments.  Such recovery may be
uncertain,  however,  and  would  likely involve significant litigation expense.
The  Corporation  does  not  anticipate  that  it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
Legal  Proceedings:  On  January  30,  1997,  the  Corporation was served with a
subpoena  from  a federal grand jury in Connecticut requesting certain documents
relating  to  an  accidental  spill  from  its  Huntingdon  Avenue,  Waterbury,
Connecticut  facility  that  occurred  in  November of 1994, together with other
information  relating  to  operations  and  compliance  at the Huntingdon Avenue
facility.  The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal  Clean  Water  Act pertaining to its wastewater handling practices.  The
Corporation  has  retained  outside  law  firms  to assist in complying with the
subpoena  and  the  underlying investigation.  It has cooperated from the outset
with  the  investigation and is currently involved in informal negotiations with
the  Government  with a view towards settling any and all charges in this matter
without  resort  to  trial.  The  Corporation  believes  that  it has adequately
reserved  for  the  anticipated  liability  that  may arise from any settlement.
In  addition,  two  of  the  Corporation's  former  employees, who worked at the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were recently sentenced to fines of $25,000 and $10,000 and 2 years
probation,  as  well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental regulations over the foregoing period of time.  The
Corporation is vigorously defending this complaint.  The Corporation has engaged
in  settlement  negotiations  with  the  Government  and  believes  that  it has
adequately  reserved  for  the  anticipated  liability  that  may arise from any
settlement.
Other:  The  Corporation's  business  operations,  consist  principally  of
manufacture  and  sale of specialty chemicals, supplies and related equipment to
customers  throughout  much  of  the world. Approximately 38% of the business is
concentrated  in  the printing industry used for a wide variety of applications,
including  offset  blankets,  printing  plates,  textile blankets and covers for
industrial rollers, while 28% of the business is concentrated with manufacturers
of  printed  circuit  boards  which  are  used  in  a  wide  variety  of end-use
applications,  including  computers,  communications  and  control  equipment,
appliances,  automobiles  and  entertainment  products.  As  is  usual  for this
business,  the  Corporation  generally  does  not  require  collateral  or other
security  as  a  condition  of sale, choosing, rather, to control credit risk of
trade  account  financial instruments by credit approval, balance limitation and
monitoring  procedures.  Management believes that reserves for losses, which are
established based upon review of account balances and historical experience, are
adequate.
Note  9.     Bond  Offering
The Corporation issued 9 1/8% Senior Subordinated Notes effective June 20, 2001,
for  the  amount  of  $301,500, due in 2011.  The proceeds were used to pay down
existing  long-term  debt.  The  following  unaudited  financial  statements are
presented to give additional disclosures to the Consolidated Condensed Financial
Statements,  with respect to the guarantors of this offering.  The equity method
has  been  used  by the Corporation with respect to investments in subsidiaries.
The  equity  method  also has been used by subsidiary guarantors with respect to
investments  in non-guarantor subsidiaries and by subsidiary non-guarantors with
respect  to  investments  in unrestricted non-guarantor subsidiaries.  financial
statements  for  subsidiary  guarantors  are  presented  as  a  combined entity.

<PAGE>
CONSOLIDATED  CONDENSED  BALANCE  SHEET
<TABLE>
<CAPTION>


<PAGE>

                             MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES   NONGUARANTOR SUBSIDIARIES
                             -----------------------  ------------------------  --------------------------
ASSETS
<S>                          <C>                      <C>                       <C>
Current assets:
Cash and equivalents. . . .  $                 8,111  $                 1,936   $                   10,103
Accounts receivables, net .                   16,445                   31,505                      116,124
Due (to)/from affiliates. .                  230,358                 (294,917)                      86,889
Inventories . . . . . . . .                   19,150                   43,760                       56,309
Prepaid expenses. . . . . .                      459                    3,204                        4,735
Deferred income taxes . . .                    4,849                        -                        3,902
                             -----------------------  ------------------------  --------------------------
Total current asset . . . .  $               279,372  $              (214,512)  $                  278,062

Property, plant and
Equipment, net. . . . . . .                   24,737                   69,257                       56,842
Goodwill, net . . . . . . .                   16,056                   92,028                      106,477
Intangibles, net. . . . . .                        -                   32,640                       32,886
Investments in subsidiaries                  280,194                  328,402                        8,904
Other assets, net . . . . .                   17,959                   10,788                       12,569
                             -----------------------  ------------------------  --------------------------
                             $               618,318  $               318,603   $                  495,740
                             =======================  ========================  ==========================

                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES  ELIMINATIONS   MACDERMID INCORPORATED
                                                                                     AND SUBSIDIARIES
                                                                                    SEPTEMBER 30, 2001
                            -------------------------------------- --------------  -----------------------
ASSETS
<S>                          <C>                                       <C>             <C>
Current assets:
Cash and equivalents. . . .  $                                 1,740   $           -   $            21,890
Accounts receivables, net .                                   17,301               -               181,375
Due (to)/from affiliates. .                                  (22,330)              -                     -
Inventories . . . . . . . .                                    8,190             (32)              127,377
Prepaid expenses. . . . . .                                        -               -                 8,398
Deferred income taxes . . .                                      349               -                 9,100
                             ----------------------------------------  --------------  -------------------
Total current asset . . . .  $                                 5,250   $         (32)  $           348,140

Property, plant and
Equipment, net. . . . . . .                                   20,535               -               171,371
Goodwill, net . . . . . . .                                   27,106              21               241,688
Intangibles, net. . . . . .                                      128               -                65,654
Investments in subsidiaries                                        -        (617,500)                    -
Other assets, net . . . . .                                      764               -                42,080
                             ----------------------------------------  --------------  -------------------
                             $                                53,783   $    (617,511)  $           868,933
                             ========================================  ============== ====================
</TABLE>



CONSOLIDATED  CONDENSED  BALANCE  SHEET  (continued)
<TABLE>
<CAPTION>


                                       MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                                      ------------------------  ------------------------  ---------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                   <C>                       <C>                       <C>
Current liabilities:
Notes payable. . . . . . . . . . . .  $                     -   $                     -   $                    6,085
Current installments of
   Long term obligations . . . . . .                        -                         3                          349
Accounts/dividend payable. . . . . .                    8,399                    13,399                       31,646
Accrued expenses . . . . . . . . . .                   22,838                    18,786                       26,743
Income taxes . . . . . . . . . . . .                   (4,700)                    6,907                       10,688
                                      ------------------------  ------------------------  ---------------------------
Total current liabilities. . . . . .  $                26,537   $                39,095   $                   75,511

Long-term obligations. . . . . . . .                  346,486                        73                       75,014
Accrued postretirement . . . . . . .                    4,174                         -                       12,945
Deferred income taxes. . . . . . . .                        -                      (762)                       3,122
Other long term. . . . . . . . . . .                        -                         3                          746
Minority interest. . . . . . . . . .                        -                         -                            -

Shareholders' equity:
Common stock . . . . . . . . . . . .                   46,410                       (99)                       3,810
Additional paid-in capital . . . . .                   15,651                   126,753                      204,752
Retained earnings. . . . . . . . . .                  260,243                   177,291                      137,530
Accumulated other
   comprehensive income:
Foreign currency
   Translation . . . . . . . . . . .                  (22,876)                  (23,751)                      (8,020)
Additional minimum
   Pension liability . . . . . . . .                        -                         -                       (9,670)
Less cost common shares
   In treasury . . . . . . . . . . .                  (58,307)                        -                            -
                                      ------------------------  ------------------------  ---------------------------
Total shareholders' equity . . . . .  $               241,121   $               280,194   $                  328,402

                                      ------------------------  ------------------------  ---------------------------
                                      $               618,318   $               318,603   $                  495,740
                                      ========================  ========================  ===========================

                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2001
                            --------------------------------------             -------------  -----------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                   <C>                                       <C>             <C>
Current liabilities:
Notes payable. . . . . . . . . . . .  $                                12,141   $           -   $             18,226
Current installments of
   Long term obligations . . . . . .                                    4,508               -                  4,860
Accounts/dividend payable. . . . . .                                   12,202               -                 65,646
Accrued expenses . . . . . . . . . .                                    2,522               -                 70,889
Income taxes . . . . . . . . . . . .                                      (62)            (11)                12,822
                                      ----------------------------------------  --------------  ---------------------
Total current liabilities. . . . . .  $                                31,311   $         (11)  $            172,443

Long-term obligations. . . . . . . .                                    6,682               -                428,255
Accrued postretirement . . . . . . .                                        -               -                 17,119
Deferred income taxes. . . . . . . .                                      835               -                  3,195
Other long term. . . . . . . . . . .                                    3,513               -                  4,262
Minority interest. . . . . . . . . .                                    2,538               -                  2,538

Shareholders' equity:
Common stock . . . . . . . . . . . .                                        3          (3,714)                46,410
Additional paid-in capital . . . . .                                   10,260        (341,765)                15,651
Retained earnings. . . . . . . . . .                                   (1,858)       (312,963)               260,243
Accumulated other
   comprehensive income:
Foreign currency
   Translation . . . . . . . . . . .                                      499          40,942                (13,206)
Additional minimum
   Pension liability . . . . . . . .                                        -               -                 (9,670)
Less cost common shares
   In treasury . . . . . . . . . . .                                        -               -                (58,307)
                                      ----------------------------------------  --------------  ---------------------
Total shareholders' equity . . . . .  $                                 8,904   $    (617,500)  $            241,121

                                      $                                53,783   $    (617,511)  $            868,933
                                      ========================================  ============== ======================
</TABLE>



CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  SEPTEMBER  30,  2001
<TABLE>
<CAPTION>



<PAGE>
                          MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                         ------------------------  ------------------------  ---------------------------
<S>                      <C>                       <C>                       <C>
Net sales . . . . . . .  $                55,465   $               110,983   $                  175,484

Costs and expenses:
Cost of sales . . . . .                   36,235                    65,266                       95,058
Selling, technical and
   Administrative . . .                   23,358                    29,658                       50,654
Amortization. . . . . .                        -                     1,632                        2,593

Equity in earnings of
   Subsidiaries . . . .                  (19,677)                  (17,920)                         846
Interest income . . . .                      (99)                      (81)                        (368)
Interest expense. . . .                   10,541                     7,398                         (662)
Miscellaneous, net. . .                    1,048                       270                          147
                         ------------------------  ------------------------  ---------------------------

                         $                51,406   $                86,223   $                  148,268
                         ------------------------  ------------------------  ---------------------------

Earnings before taxes .                    4,059                    24,760                       27,216
Income taxes benefit
   (expense). . . . . .                    8,010                    (5,083)                      (9,296)
Minority interest . . .                        -                         -                            -
                         ------------------------  ------------------------  ---------------------------
Net earnings. . . . . .  $                12,069   $                19,677   $                   17,920
                         ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2001
                            --------------------------------------             -------------  -----------------------
<S>                      <C>                                       <C>             <C>
Net sales . . . . . . .  $                                35,533   $     (20,708)  $                         356,757

Costs and expenses:
Cost of sales . . . . .                                   31,576         (20,709)                            207,426
Selling, technical and
   Administrative . . .                                    3,305               -                             106,975
Amortization. . . . . .                                        3               -                               4,228

Equity in earnings of
   Subsidiaries . . . .                                        -          36,751                                   -
Interest income . . . .                                      (10)              -                                (558)
Interest expense. . . .                                    1,457               -                              18,734
Miscellaneous, net. . .                                       81               -                               1,546
                         ----------------------------------------  --------------  ----------------------------------

                         $                                36,412   $      16,042   $                         338,351
                         ----------------------------------------  --------------  ----------------------------------

Earnings before taxes .                                     (879)        (36,750)                             18,406
Income taxes benefit
   (expense). . . . . .                                      (72)             (1)                             (6,442)
Minority interest . . .                                      105               -                                 105
                         ----------------------------------------  --------------  ----------------------------------
Net earnings. . . . . .  $                                  (846)  $     (36,751)  $                          12,069
                         ========================================  ============== ===================================
</TABLE>











CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2001
<TABLE>
<CAPTION>



<PAGE>
                          MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                         ------------------------  ------------------------  ---------------------------
<S>                      <C>                       <C>                       <C>
Net sales . . . . . . .  $                26,418   $                54,079   $                   85,760

Costs and expenses:
Cost of sales . . . . .                   17,411                    31,900                       47,324
Selling, technical and
   Administrative . . .                   11,765                    13,738                       25,339
Amortization. . . . . .                        -                       836                        1,409

Equity in earnings of
   Subsidiaries . . . .                   (8,144)                   (7,811)                         470
Interest income . . . .                      (44)                      (33)                        (239)
Interest expense. . . .                    5,825                     4,247                         (554)
Miscellaneous, net. . .                      838                       106                          (42)
                         ------------------------  ------------------------  ---------------------------

                         $                27,651   $                42,983   $                   73,707
                         ------------------------  ------------------------  ---------------------------

Earnings before taxes .                   (1,233)                   11,096                       12,053
Income taxes benefit
   (expense). . . . . .                    5,403                    (2,952)                      (4,242)
Minority interest . . .                        -                         -                            -
                         ------------------------  ------------------------  ---------------------------
Net earnings. . . . . .  $                 4,170   $                 8,144   $                    7,811
                         ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2001
                            --------------------------------------             -------------  -----------------------
<S>                      <C>                                       <C>             <C>
Net sales . . . . . . .  $                                15,298   $      (9,892)  $                         171,663

Costs and expenses:
Cost of sales . . . . .                                   13,644          (9,888)                            100,391
Selling, technical and
   Administrative . . .                                    1,487               -                              52,329
Amortization. . . . . .                                        1               -                               2,246

Equity in earnings of
   Subsidiaries . . . .                                        -          15,485                                   -
Interest income . . . .                                       (3)              -                                (319)
Interest expense. . . .                                      700               -                              10,218
Miscellaneous, net. . .                                      (15)              -                                 887
                         ----------------------------------------  --------------  ----------------------------------

                         $                                15,814   $       5,597   $                         165,752
                         ----------------------------------------  --------------  ----------------------------------

Earnings before taxes .                                     (516)        (15,489)                              5,911
Income taxes benefit
   (expense). . . . . .                                      (32)              4                              (1,819)
Minority interest . . .                                       78               -                                  78
                         ----------------------------------------  --------------  ----------------------------------
Net earnings. . . . . .  $                                  (470)  $     (15,485)  $                           4,170
                         ========================================  ============== ===================================
</TABLE>












CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>



<PAGE>
                              MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                             ------------------------  ------------------------  ---------------------------
<S>                          <C>                       <C>                       <C>
Cash flows (used in) /
  provided by
    Operating activities: .  $                 9,650   $                (3,270)  $                   42,783

Investing activities:
Capital expenditures. . . .                     (139)                     (446)                      (1,565)
Proceeds from disposition
   Of fixed assets. . . . .                       71                         -                           86
                             ------------------------  ------------------------  ---------------------------
Net cash flows provided
  by / (used in)
    Investing activities. .  $                   (68)  $                  (446)  $                   (1,479)
                             ------------------------  ------------------------  ---------------------------

Financing activities:
Short-term (repayments)
   Borrowings - net . . . .                    8,650                    15,231                      (24,750)
Long-term borrowings. . . .                  310,008                         -                       46,687
Long-term repayments. . . .                 (319,810)                   (9,812)                     (54,905)
Bond financing fees . . . .                   (8,167)                        -                            -
Dividends paid. . . . . . .                   (1,286)                        -                            -
All other . . . . . . . . .                    4,833                    (2,000)                      (2,833)
                             ------------------------  ------------------------  ---------------------------
Net cash flows provided
  by / (used in)
    Financing activities. .  $                (5,772)  $                 3,419   $                  (35,801)
                             ------------------------  ------------------------  ---------------------------

Effect of exchange rate
changes on
  On cash and equivalents .  $                     -   $                     -   $                       15
                             ------------------------  ------------------------  ---------------------------

Net increase (decrease) in
  Cash and equivalents. . .                    3,810                      (297)                       5,518
Cash and cash equivalents
  At beginning of year. . .                    4,301                     2,233                        4,585
                             ------------------------  ------------------------  ---------------------------
Cash and cash equivalents
  At end of period  . . . .  $                 8,111   $                 1,936   $                   10,103
                             ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2001
                            --------------------------------------             -------------  -----------------------
<S>                          <C>                                       <C>            <C>
Cash flows (used in) /
  provided by
    Operating activities: .  $                                   244   $           -  $                       49,407

Investing activities:
Capital expenditures. . . .                                   (2,065)              -                          (4,215)
Proceeds from disposition
   Of fixed assets. . . . .                                      112               -                             269
                             ----------------------------------------  -------------  -------------------------------
Net cash flows provided
  by / (used in)
    Investing activities. .  $                                (1,953)  $           -  $                       (3,946)
                             ----------------------------------------  -------------  -------------------------------

Financing activities:
Short-term (repayments)
   Borrowings - net . . . .                                    1,957               -                           1,088
Long-term borrowings. . . .                                        -               -                         356,695
Long-term repayments. . . .                                        -               -                        (384,527)
Bond financing fees . . . .                                        -               -                          (8,167)
Dividends paid. . . . . . .                                        -               -                          (1,286)
All other . . . . . . . . .                                        -               -                               -
                             ----------------------------------------  -------------  -------------------------------
Net cash flows provided
  by / (used in)
    Financing activities. .  $                                 1,957   $           -  $                      (36,197)
                             ----------------------------------------  -------------  -------------------------------

Effect of exchange rate
changes on
  On cash and equivalents .  $                                    65   $           -  $                           80
                             ----------------------------------------  -------------  -------------------------------

Net increase (decrease) in
  Cash and equivalents. . .                                      313               -                           9,344
Cash and cash equivalents
  At beginning of year. . .                                    1,427               -                          12,546
                             ----------------------------------------  -------------  --------------- ---------------
Cash and cash equivalents
  At end of period    . . .  $                                 1,740   $           -  $                       21,890
                             ========================================  ============= ================================
</TABLE>



<PAGE>
CONSOLIDATED  CONDENSED  BALANCE  SHEET
<TABLE>
<CAPTION>



<PAGE>
                              MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                             ------------------------  ------------------------  ---------------------------
ASSETS
<S>                          <C>                       <C>                       <C>
Current assets:
Cash and equivalents. . . .  $                 4,301   $                 2,233   $                    4,585
Accounts receivables, net .                   21,797                    37,009                      118,581
Due (to)/from affiliates. .                  230,198                  (281,872)                      71,343
Inventories . . . . . . . .                   27,718                    49,466                       54,872
Prepaid expenses. . . . . .                     (732)                    2,532                        4,548
Deferred income taxes . . .                    4,406                     2,366                        3,237
                             ------------------------  ------------------------  ---------------------------
Total current asset . . . .  $               287,688   $              (188,266)  $                  257,168

Property, plant and
Equipment, net. . . . . . .                   28,483                    72,538                       62,600
Goodwill, net . . . . . . .                   16,056                    91,450                      103,594
Intangibles, net. . . . . .                        -                    32,944                       34,073
Investments in subsidiaries                  274,656                   295,646                       10,796
Other assets, net . . . . .                   11,764                    20,647                         (666)
                             ------------------------  ------------------------  ---------------------------
                             $               618,647   $               324,959   $                  467,565
                             ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                   MARCH 31, 2001
                            --------------------------------------             -------------  -----------------------
ASSETS
<S>                          <C>                                       <C>             <C>
Current assets:
Cash and equivalents. . . .  $                                 1,427   $           -   $                       12,546
Accounts receivables, net .                                   17,377               -                          194,764
Due (to)/from affiliates. .                                  (19,446)           (223)                               -
Inventories . . . . . . . .                                    9,482             (27)                         141,513
Prepaid expenses. . . . . .                                       17               -                            6,365
Deferred income taxes . . .                                      337               -                           10,346
                             ----------------------------------------  --------------  ------------------------------
Total current asset . . . .  $                                 9,194   $        (250)  $                      365,534

Property, plant and
Equipment, net. . . . . . .                                   19,957               -                          183,578
Goodwill, net . . . . . . .                                   24,747             251                          236,098
Intangibles, net. . . . . .                                      118               -                           67,135
Investments in subsidiaries                                        -        (581,098)                               -
Other assets, net . . . . .                                      748             (13)                          32,480
                             ----------------------------------------  --------------  ------------------------------
                             $                                54,764   $    (581,110)  $                      884,825
                             ========================================  ==============  ==============================
</TABLE>
























CONSOLIDATED  CONDENSED  BALANCE  SHEET  (continued)
<TABLE>
<CAPTION>


                                       MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                                      ------------------------  ------------------------  ---------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                   <C>                       <C>                       <C>
Current liabilities:
Notes payable. . . . . . . . . . . .  $                     -   $                     -   $                    2,167
Current installments of
   Long term obligations . . . . . .                   62,125                     2,299                          329
Accounts/dividend payable. . . . . .                   14,604                    15,284                       33,683
Accrued expenses . . . . . . . . . .                   17,591                    18,586                       27,824
Income taxes . . . . . . . . . . . .                   (3,882)                    4,430                        9,996
                                      ------------------------  ------------------------  ---------------------------
Total current liabilities. . . . . .  $                90,438   $                40,599   $                   73,999

Long-term obligations. . . . . . . .                  293,454                     8,564                       82,031
Accrued postretirement . . . . . . .                    4,086                        83                       13,414
Deferred income taxes. . . . . . . .                        -                     1,057                        2,476

Shareholders' equity:
Common stock . . . . . . . . . . . .                   45,408                       (99)                       4,291
Additional paid-in capital . . . . .                   16,437                   129,256                      201,346
Retained earnings. . . . . . . . . .                  249,460                   167,289                      115,412
Accumulated other
   comprehensive income:
Foreign currency
   Translation . . . . . . . . . . .                  (22,329)                  (21,790)                     (15,734)
Additional minimum
   Pension liability . . . . . . . .                        -                         -                       (9,670)
Less cost common shares
   in treasury . . . . . . . . . . .                  (58,307)                        -                            -
                                      ------------------------  ------------------------  ---------------------------
Total shareholders' equity . . . . .  $               230,669   $               274,656   $                  295,645

                                      ------------------------  ------------------------  ---------------------------
                                      $               618,647   $               324,959   $                  467,565
                                      ========================  ========================  ===========================

                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                   MARCH 31, 2001
                            --------------------------------------             -------------  -----------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                   <C>                                       <C>             <C>
Current liabilities:
Notes payable. . . . . . . . . . . .  $                                 9,581   $           -   $             11,748
Current installments of
   Long term obligations . . . . . .                                    3,764               -                 68,517
Accounts/dividend payable. . . . . .                                   18,256               -                 81,827
Accrued expenses . . . . . . . . . .                                    3,117               -                 67,118
Income taxes . . . . . . . . . . . .                                      104             (13)                10,635
                                      ----------------------------------------  --------------  ---------------------
Total current liabilities. . . . . .  $                                34,822   $         (13)  $            239,845

Long-term obligations. . . . . . . .                                    8,570               -                392,619
Accrued postretirement . . . . . . .                                     (228)             __                 17,355
Deferred income taxes. . . . . . . .                                      804               -                  4,337

Shareholders' equity:
Common stock . . . . . . . . . . . .                                        6          (4,198)                45,408
Additional paid-in capital . . . . .                                   10,830        (341,432)                16,437
Retained earnings. . . . . . . . . .                                   (1,010)       (281,691)               249,460
Accumulated other
   comprehensive income:
Foreign currency
   Translation . . . . . . . . . . .                                      970          46,224                (12,659)
Additional minimum
   Pension liability . . . . . . . .                                        -               -                 (9,670)
Less cost common shares
   in treasury . . . . . . . . . . .                                        -               -                (58,307)
                                      ----------------------------------------  --------------  ---------------------
Total shareholders' equity . . . . .  $                                10,796   $    (581,097)  $            230,669

                                      ----------------------------------------  --------------  ---------------------
                                      $                                54,764   $    (581,110)  $            884,825
                                      ========================================  ==============  =====================
</TABLE>






CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  SEPTEMBER  30,  2000
<TABLE>
<CAPTION>



<PAGE>
                          MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                         ------------------------  ------------------------  ---------------------------
<S>                      <C>                       <C>                       <C>
Net sales . . . . . . .  $                86,804   $               120,052   $                  205,560

Costs and expenses:
Cost of sales . . . . .                   56,170                    64,137                      110,736
Selling, technical and
   Administrative . . .                   24,588                    31,878                       59,703
Amortization. . . . . .                      500                     4,887                        5,046

Equity in earnings of
   Subsidiaries . . . .                  (23,142)                  (17,108)                           -
Interest income . . . .                     (253)                     (486)                        (167)
Interest expense. . . .                    6,503                     6,755                        3,737
Miscellaneous, net. . .                     (138)                    1,928                          270
                         ------------------------  ------------------------  ---------------------------

                         $                64,228   $                91,993   $                  179,325
                         ------------------------  ------------------------  ---------------------------

Earnings before taxes .                   22,576                    28,059                       26,235

Income taxes benefit
   (expense). . . . . .                      570                    (4,917)                      (9,127)
                         ------------------------  ------------------------  ---------------------------
Net earnings. . . . . .  $                23,146   $                23,142   $                   17,108
                         ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2000
                            --------------------------------------             -------------  -----------------------
<S>                      <C>                                      <C>             <C>
Net sales . . . . . . .  $                                     -  $     (26,633)  $                          385,783

Costs and expenses:
Cost of sales . . . . .                                        -        (26,659)                             204,384
Selling, technical and
   Administrative . . .                                        -              -                              116,169
Amortization. . . . . .                                        -              -                               10,435

Equity in earnings of
   Subsidiaries . . . .                                        -         40,250                                    -
Interest income . . . .                                        -              -                                 (906)
Interest expense. . . .                                        -              -                               16,995
Miscellaneous, net. . .                                        -              -                                2,060
                         ---------------------------------------  --------------  -----------------------------------

                         $                                     -  $      13,591   $                          349,137
                         ---------------------------------------  --------------  -----------------------------------

Earnings before taxes .                                        -        (40,224)                              36,646

Income taxes benefit
   (expense). . . . . .                                        -            (12)                             (13,486)
                         ---------------------------------------  --------------  -----------------------------------
Net earnings. . . . . .  $                                     -  $     (40,236)  $                           23,160
                         =======================================  ==============  ===================================
</TABLE>











CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2000
<TABLE>
<CAPTION>


<PAGE>

                          MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                         ------------------------  ------------------------  ---------------------------
<S>                      <C>                       <C>                       <C>
Net sales . . . . . . .  $                41,773   $                65,260   $                  103,744

Costs and expenses:
Cost of sales . . . . .                   27,851                    36,143                       57,059
Selling, technical and
   Administrative . . .                   12,080                    18,598                       29,489
Amortization. . . . . .                      497                     2,468                        2,575

Equity in earnings of
   Subsidiaries . . . .                   (9,284)                   (7,941)                           -
Interest income . . . .                      (25)                     (304)                         (74)
Interest expense. . . .                    3,316                     4,113                        1,883
Miscellaneous, net. . .                      (75)                      498                         (133)
                         ------------------------  ------------------------  ---------------------------

                         $                34,360   $                53,575   $                   90,799
                         ------------------------  ------------------------  ---------------------------

Earnings before taxes .                    7,413                    11,685                       12,945

Income taxes benefit
   (expense). . . . . .                    1,949                    (2,401)                      (5,004)
                         ------------------------  ------------------------  ---------------------------
Net earnings. . . . . .  $                 9,362   $                 9,284   $                    7,941
                         ========================  ========================  ===========================

                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2000
                            --------------------------------------             -------------  -----------------------
<S>                      <C>                                      <C>             <C>
Net sales . . . . . . .  $                                     -  $     (12,057)  $                          198,720

Costs and expenses:
Cost of sales . . . . .                                        -        (12,075)                             108,978
Selling, technical and
   Administrative . . .                                        -              -                               60,167
Amortization. . . . . .                                        -              -                                5,540

Equity in earnings of
   Subsidiaries . . . .                                        -         17,225                                    -
Interest income . . . .                                        -              -                                 (403)
Interest expense. . . .                                        -              -                                9,312
Miscellaneous, net. . .                                        -              -                                  290
                         ---------------------------------------  --------------  -----------------------------------

                         $                                     -  $       5,150   $                          183,884
                         ---------------------------------------  --------------  -----------------------------------

Earnings before taxes .                                        -        (17,207)                              14,836

Income taxes benefit
   (expense). . . . . .                                        -             (4)                              (5,460)
                         ---------------------------------------  --------------  -----------------------------------
Net earnings. . . . . .  $                                     -  $     (17,211)  $                            9,376
                         =======================================  ============== ====================================
</TABLE>












CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
<TABLE>
<CAPTION>



<PAGE>
                              MACDERMID INCORPORATED    GUARANTOR SUBSIDIARIES    NONGUARANTOR SUBSIDIARIES
                             ------------------------  ------------------------  ---------------------------
<S>                          <C>                       <C>                       <C>
Cash flows (used in) /
  provided by
    Operating activities: .  $               (29,575)  $                 7,552   $                   53,695


Investing activities:
Capital expenditures. . . .                     (647)                   (1,859)                      (5,080)
Proceeds from disposition
  of fixed assets . . . . .                    1,908                    (1,955)                       2,076
Acquisitions of businesses.                        -                   (51,162)                      (6,118)
                             ------------------------  ------------------------  ---------------------------
Net cash flows used in
  Investing activities. . .  $                 1,261   $               (54,976)  $                   (9,122)
                             ------------------------  ------------------------  ---------------------------

Financing activities:
Short-term (repayments)
  Borrowings - net. . . . .                   25,615                    12,519                      (47,248)
Long-term borrowings. . . .                    8,000                    47,000                        7,650
Long-term repayments. . . .                  (10,926)                   (9,909)                      (3,103)
Purchase treasury shares. .                     (196)                        -                            -
Dividends paid. . . . . . .                   (1,246)                        -                            -
All other . . . . . . . . .                    5,484                      (380)                      (5,104)
                             ------------------------  ------------------------  ---------------------------
Net cash flows provided
  by / (used in)
    Financing activities. .  $                26,731   $                49,230   $                  (47,805)
                             ------------------------  ------------------------  ---------------------------

Effect of exchange rate
changes on
  on cash and equivalents .  $                     -   $                     5   $                   (1,076)
                             ------------------------  ------------------------  ---------------------------

Net increase (decrease) in
  Cash and equivalents. . .                   (1,583)                    1,811                       (4,308)
Cash and cash equivalents
  at beginning of year. . .                    5,741                     2,725                       11,650
                             ------------------------  ------------------------  ---------------------------
Cash and cash equivalents
  at end of period. . . . .  $                 4,158   $                 4,536   $                    7,342
                             ========================  ========================  ===========================


<PAGE>
                            UNRESTRICTED NONGUARANTOR SUBSIDIARIES             ELIMINATIONS   MACDERMID INCORPORATED
                                                                                                  AND SUBSIDIARIES
                                                                                                 SEPTEMBER 30, 2000
                            --------------------------------------             -------------  -----------------------
<S>                          <C>                                      <C>            <C>
Cash flows (used in) /
  provided by
    Operating activities: .  $                                     -  $           -  $                        31,672


Investing activities:
Capital expenditures. . . .                                        -              -                           (7,586)
Proceeds from disposition
  of fixed assets . . . . .                                        -              -                            2,029
Acquisitions of businesses.                                        -              -                          (57,280)
                             ---------------------------------------  -------------  --------------------------------
Net cash flows used in
  Investing activities. . .  $                                     -  $           -  $                       (62,837)
                             ---------------------------------------  -------------  --------------------------------

Financing activities:
Short-term (repayments)
  Borrowings - net. . . . .                                        -              -                           (9,114)
Long-term borrowings. . . .                                        -              -                           62,650
Long-term repayments. . . .                                        -              -                          (23,938)
Purchase treasury shares. .                                        -              -                             (196)
Dividends paid. . . . . . .                                        -              -                           (1,246)
All other . . . . . . . . .                                        -              -                                -
                             ---------------------------------------  -------------  --------------------------------
Net cash flows provided
  by / (used in)
    Financing activities. .  $                                     -  $           -  $                        28,156
                             ---------------------------------------  -------------  --------------------------------

Effect of exchange rate
changes on
  on cash and equivalents .  $                                     -  $           -  $                        (1,071)
                             ---------------------------------------  -------------  --------------------------------

Net increase (decrease) in
  Cash and equivalents. . .                                        -              -                           (4,080)
Cash and cash equivalents
  at beginning of period. .                                        -              -                           20,116
                             ---------------------------------------  -------------  --------------------------------
Cash and cash equivalents
  at end of year. . . . . .  $                                     -  $           -  $                        16,036
                             =======================================  =============  ================================
</TABLE>



<PAGE>
ITEM  2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE  FOLLOWING DISCUSSION COMPARES THE RESULTS OF OPERATIONS FOR THE THREE MONTH
PERIOD  WHICH  ENDED  SEPTEMBER  30,  2001  TO  THE  SAME  PERIOD  IN  2000.
SALES,  COSTS  AND  EXPENSES
Graphic Arts: Total sales for the current quarter were $73.8 million, a decrease
of  $9.5  million,  or 11% from $83.3 million in the same period last year.  The
underlying  sales  in all areas of the graphic arts business were below the same
period  last  year  as  worldwide  economies  remain  soft.
Costs  as  a  percentage of sales were slighlty higher than the same period last
year  as production declined.  As a result, gross profit percentage was 41.4% as
compared  to  43.5%  for  the  same  period  last  year.  Selling, technical and
administrative  expenses  (ST&A)  were  $19.2 million for the three month period
ended  September  30, 2001, an 11% decrease as compared to $21.5 million for the
same  period  last  year,  as  a  result of the restructuring program undertaken
during  the previous fiscal year.  ST&A as a percentage of sales for the current
quarter  was  26.3%  as  compared  to  26.1%  in  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $0.2 million for the three month
period  ended  September  30,  2001.  This  was  $2.2 million less than the same
period  in  the previous year due to the adoption of SFAS142 which requires that
goodwill  no  longer  be  amortized.  As  a  result,  operating  profit  (after
amortization)  of  $11.2  million  decreased  $1.2 million, or 10% from the same
period  last  year.
Advanced  Surface  Finishes:  Total  sales  for  the  current quarter were $79.6
million,  a  decrease  of  $31.8 million, or 29% from $111.4 million in the same
period last year.  Divestitures of approximately $7.5 million and a $2.0 million
negative  effect  of  foreign  currency  translation contributed to the decline.
Proprietary  sales,  excluding  the  effects of divestiture and foreign currency
translation,  were  $21.3  million,  or 22% less than the same period last year.
The lower proprietary sales was primarily due to lower volume in the electronics
industry  as  customers  reduced inventory and the worldwide electronics markets
remain  soft.
Costs  as  a  percentage  of  sales were about the same for the comparable three
month  periods  Gross  profit  percentage was 50.2% as compared to 49.0% for the
same  period  last  year, primarily a result of a greater proprietary sales mix.
Selling, technical and administrative expenses (ST&A) were $31.2 million for the
three month period ended September 30, 2001, a 12% decrease as compared to $35.4
million for the same period last year.  Excluding the effects of divestiture and
foreign currency translation, ST&A decreased $2.1 million, or 6%, primarily from
lower  costs  of  selling  associated  with  the  lower sales volume.  ST&A as a
percentage  of  sales  for the current quarter was 39.2% as compared to 31.7% in
the  same  period  last  year.
Total  amortization  charged  to  earnings  was $2.1 million for the three month
period  ended  September  30,  2001.  This  was  $1.1 million less than the same
period  in  the previous year due to the adoption of SFAS142 which requires that
goodwill  no  longer  be  amortized.  The  resulting  operating  profit  (after
amortization)  of  $6.7  million  decreased  $9.4  million, or 58% from the same
period  last  year.
Electronics  Manufacturing:  Total  sales  for  the  current  quarter were $18.2
million  with  a  gross profit of $0.7 million.  Gross profit as a percentage of
sales  was  4.1%.  ST&A was $2.0 million, or 11% as a percentage of sales.  As a
result,  there  was an operating loss of $1.2 million for the three month period
ended September 30, 2001.  Electronics Manufacturing had $4.0 million sales with
an  operating  loss  of  $2.0 million, as Dynacircuits was just beginning in the
same  period last year.  Towards the end of the current quarter the Dynacircuits
double-sided  operations  were  closed.
Consolidated:  Total  sales  for  the  current quarter, $171.7 million decreased
$27.0  million  or  14%  from  $198.7  million  in  the  same  period last year.
Acquisitions  (net  of divestitures) added $12.9 million, while foreign currency
translation reduced reported sales by approximately $2.9 million.  Without these
effects,  reported  sales  would  have  decreased  19%.  Proprietary  sales were
roughly  85% of total sales as compared to 91% of total sales in the same period
last  year.
Gross  profits decreased 21% for the three month period ended September 30, 2001
as compared to the same period last year as a result of lower proprietary sales.
Gross  profit  as  a percentage of sales was 41.5% for the three month period as
compared  to 45.2% for the same period last year, as a result of the lower gross
margin associated with Electronics Manufacturing board sales.  ST&A expenses for
the  three  month  period  were  9%  less than the same period last year for the
reasons  explained  above.  ST&A  as  a  percentage of sales for the three month
period  was  30.5%  as  compared  to  29.0%  for  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $2.2 million for the three month
period  ended  September  30,  2001.  This  was  $3.3 million less than the same
period  last year due to the adoption of SFAS142 as identified above.  Operating
profit  (after amortization) for the three month period ended September 30, 2001
was  $16.7  million,  a decrease of $7.3 million, or approximately 30% less than
$24.0  million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The Corporation's effective income tax rate approximates 31% for the three month
period  ended September 30, 2001 and 37% for the same period in 2000.  The lower
rate  for the 2001 period is a result of certain favorable tax audits which were
completed  this  quarter.
NET  EARNINGS
Net  earnings  available to common shareholders for the three month period ended
September  30,  2001  decreased  44%  as  compared to the same period last year.
Foreign currency translation had the effect of reducing the reported earnings by
approximately  7%  for  the  three  month  period.
THE  FOLLOWING  DISCUSSION  COMPARES THE RESULTS OF OPERATIONS FOR THE SIX MONTH
PERIOD  WHICH  ENDED  SEPTEMBER  30,  2001  TO  THE  SAME  PERIOD  IN  2000.
SALES,  COSTS  AND  EXPENSES
Graphic  Arts:  Total  sales  for  the  six months ended September 30, 2001 were
$148.7  million,  a  decrease  of $8.2 million, or 5% from $156.9 million in the
same  period  last  year.  Acquisition  added  $6.6  million which was partially
offset  by  a $2.1 million negative effect of foreign currency translation.  The
underlying  sales  in all areas of the graphic arts business were below the same
period last year as worldwide economies remain soft and customer inventories are
reduced  to  lower  levels.
Costs  as  a  percentage of sales were slighlty higher than the same period last
year  as production declined.  As a result, gross profit percentage was 42.4% as
compared  to  43.8%  for the same period last year.  ST&A were $40.2 million for
the  six  month  period  ended  September 30, 2001, a 4% decrease as compared to
$42.0  million  for  the  same  period  last  year.  Excluding  the  effects  of
acquisition  and  foreign  currency translation, ST&A decreased $6.6 million, or
14%  in large part from the restructuring program undertaken during the previous
fiscal year.  ST&A as a percentage of sales for the current quarter was 27.0% as
compared  to  26.8%  in  the  same  period  last  year.
Total amortization charged to earnings was $0.3 million for the six month period
ended  September  30,  2001.  This was $4.1 million less than the same period in
the previous year due to the adoption of SFAS142 which requires that goodwill no
longer  be  amortized.  As  a  result,  operating profit (after amortization) of
$22.5  million  increased  $1.6  million,  or 8% from the same period last year.
Advanced  Surface  Finishes:  Total sales for the six months ended September 30,
2001  were  $166.5  million,  a  decrease  of  $58.4 million, or 26% from $224.9
million  in  the  same  period  last  year.  Divestitures of approximately $15.5
million  and  a $6.5 million negative effect of foreign currency translation was
roughly  40%  of  the  decline.  Proprietary  sales,  excluding  the  effects of
divestiture  and  foreign  currency translation, were $36.6 million, or 19% less
than  the  same period last year.  The lower proprietary sales was primarily due
to  lower volumes in the electronics industry as customers reduced inventory and
the  worldwide  electronics  markets  remain  soft.
Costs  as  a  percentage  of  sales  stabilized  during  the year.  Gross profit
percentage  was  51.0%  as  compared  to  50.6%  for  the same period last year.
Selling, technical and administrative expenses (ST&A) were $62.1 million for the
six  month  period ended September 30, 2001, a 12% decrease as compared to $70.8
million for the same period last year.  Excluding the effects of divestiture and
foreign currency translation, ST&A decreased $4.1 million, or 6%, primarily from
lower  costs  of  selling  associated  with  the  lower sales volume.  ST&A as a
percentage  of  sales  for  the six months ended September 30, 2001 was 37.3% as
compared  to  31.5%  in  the  same  period  last  year.
Total amortization charged to earnings was $3.9 million for the six month period
ended  September  30,  2001.  This was $2.2 million less than the same period in
the previous year due to the adoption of SFAS142 which requires that goodwill no
longer  be  amortized.  The  resulting  operating profit (after amortization) of
$18.9  million  decreased  $17.9 million, or 51% from the same period last year.
Electronics  Manufacturing:  Total  sales for the six months ended September 30,
2001  were $41.5 million with a gross profit of $1.4 million.  Gross profit as a
percentage  of sales was 3.4%.  ST&A was $4.6 million, or 11% as a percentage of
sales.  As  a  result,  there  was an operating loss of $3.2 million for the six
month  period  ended  September  30,  2001.  Electronics  Manufacturing had $4.0
million  sales  with an operating loss of $2.0 million, as Dynacircuits was just
beginning  in the same period last year.  Towards the end of the current quarter
the  Dynacircuits  double-sided  operations  were  closed.
Consolidated:  Total  sales  for the six months ended September 30, 2001, $356.8
million  decreased  $29.0  million  or 8% from $385.8 million in the same period
last  year.  Acquisitions  (net  of  divestitures)  added  $34.8  million, while
foreign  currency  translation  reduced  reported  sales  by  approximately $8.7
million.  Without  these  effects,  reported  sales  would  have  decreased 14%.
Proprietary  sales  were  roughly 83% of total sales as compared to 92% of total
sales  in  the  same  period  last  year.
Gross profits decreased 18% for the six month period ended September 30, 2001 as
compared  to  the  same period last year as a result of lower proprietary sales.
Gross  profit  as  a  percentage  of sales was 41.9% for the six month period as
compared  to  47.0%  for  the  same  period  last year, as a result of increased
Electronics  Manufacturing  board sales.  ST&A expenses for the six month period
were  6%  less  than  the same period last year for the reasons explained above.
ST&A  as a percentage of sales for the six month period was 30.0% as compared to
29.5%  for  the  same  period  last  year.
Total amortization charged to earnings was $4.2 million for the six month period
ended  September 30, 2001.  This was $6.2 million less than the same period last
year  due  to  the  adoption  of  SFAS142 as identified above.  Operating profit
(after amortization) for the six month period ended September 30, 2001 was $38.1
million a decrease of $16.7 million, or 30% less than $54.8 million for the same
period  last  year.
PROVISION  FOR  INCOME  TAXES
The  Corporation's  effective income tax rate approximates 35% for the six month
period ended September 30, 2001 and 37% for the same period in 2000, primarily a
result  of  certain favorable tax audits.  It is expected that the effective tax
rate  will  remain  at  35%  through  the  remainder  of  the  fiscal  year.
NET  EARNINGS
Net  earnings  available  to  common shareholders for the six month period ended
September  30,  2001  decreased  48%  as  compared to the same period last year.
Foreign currency translation had the effect of reducing the reported earnings by
approximately  8%  for  the  six  month  period.
The  following  discussion  provides  information  with  respect  to  changes in
financial  condition  during  the  six  months  ended  September  30,  2001.
Financial  Condition
Operating activities during the six months ending September 30, 2001 resulted in
a  net  cash  inflow  of  $49.4  million.  The  cash generated was used for bond
financing  fees, capital improvements, dividends to common shareholders and debt
repayments.  Working  Capital  at  September  30,  2001  was  $175.7  million as
compared to $125.7 million at March 31, 2001.  This change in working capital is
pricipally  due  to the current portion of the long-term credit facility at year
end being replaced by long-term bond financing during the six month period ended
September  30,  2001.
Capital  expenditures  were  $4.2 million for the six months ended September 30,
2001  and  are  in  line with the planned ($14.0 million, or approximately $10.5
million  for  the  nine  months  ended  December  31,  2001)  expenditures.
The  following  table  contains  other  data for the six and three month periods
ended  September  30, 2001 and 2000.  EBITDA is earnings before interest, taxes,
depreciation and amortization.  Owner Earnings is cash flow from operations less
net  capital  spending.  Neither  EBITDA,  nor  Owner  Earnings  are intended to
represent  cash flow from operations as defined by generally accepted accounting
principles.  These  measures  should not be used as an alternative to net income
as  an  indicator  of  operating  performance  or  to cash flows as a measure of
liquidity.
<TABLE>
<CAPTION>



($millions)                                        Six Months Ended September 30,                                   Three Months
                                                                                                                 Ended September
                                                                                                                            30,
<S>                                               <C>                               <C>                                 <C>
                                                                             2001                                2000      2001
                                                  --------------------------------  ----------------------------------  --------
Cash provided by operations. . . . . . . . . . .  $                          49.4   $                            31.7   $  30.0
Cash used in investing activities. . . . . . . .                            ($3.9)                             ($62.8)    ($1.4)
Cash (used in)/provided by financing activities.                           ($36.2)  $                            28.2    ($22.4)

EBITDA . . . . . . . . . . . . . . . . . . . . .  $                          52.5   $                            72.8   $  23.9

Cash provided by operations. . . . . . . . . . .  $                          49.4   $                            31.7   $  30.0
Less: net capital spending . . . . . . . . . . .                            ($3.9)                              ($5.6)    ($1.5)
                                                  --------------------------------  ----------------------------------  --------
Owner Earnings . . . . . . . . . . . . . . . . .  $                          45.5   $                            26.1   $  28.5


($millions)
<S>                                               <C>
                                                     2000
                                                  --------
Cash provided by operations. . . . . . . . . . .  $  21.2
Cash used in investing activities. . . . . . . .    ($6.5)
Cash (used in)/provided by financing activities.   ($14.7)

EBITDA . . . . . . . . . . . . . . . . . . . . .  $  34.1

Cash provided by operations. . . . . . . . . . .  $  21.2
Less: net capital spending . . . . . . . . . . .    ($3.5)
                                                  --------
Owner Earnings . . . . . . . . . . . . . . . . .  $  17.7
</TABLE>






Effective  June  20,  2001  MacDermid issued 10 year, 9 1/8% Senior Subordinated
Notes,  due  in 2011.  The face amount is $301.5 million and interest is payable
on  January  15 and July 15 of each year, with the first payment due January 15,
2002.  The  proceeds  were  used  to  pay  the  entire  amounts  which were then
outstanding on the term loans and a portion of the revolving loan balances under
the  Corporation's  credit  facility.
The Corporation has a long-term credit arrangement, which consists of a combined
revolving  loan  facility  that permits borrowings denominated in US dollars and
foreign  currencies.  The  outstanding  balance  on  the revolving loan facility
decreased  $25.7  million  during  the six months ended September 30, 2001.  The
amounts  outstanding  on  the  revolving loan at September 30, 2001, consists of
$44.4  million  (  30.1  million)  and  $74.2  million  (Euro  81.4  million).
The  revolving  loan  facility  permits  borrowings  of up to $215 million.  The
Corporation's  other uncommitted credit facilities presently total approximately
$75  million.  These, together with the Corporation's cash flows from operations
are  adequate  to  fund  working  capital  and  expected  capital  expenditures.
NEW  ACCOUNTING  PRONOUNCEMENTS
The  Corporation adopted the following new accounting pronouncements as of April
1,  2001;  Statement  of  Financial  Accounting Standard No.133, "Accounting for
Derivative  Instruments  and  Hedging  Activities"  (SFAS  133)  which  replaces
existing  pronouncements  and  practices  with  a  single  integrated accounting
framework  for  derivatives  and  hedging  activities  (refer  to  the  Notes to
Consolidated  Condensed  Financial Statements, Note 5); as well as, Statement of
Financial  Accounting  Standard  No.141,  "Business  Combinations" (SFAS141) and
Statement  of  Financial  Accounting  Standard  No.142,  "Goodwill  and  Other
Intangible Assets" (SFAS142) which replace existing pronouncements and practices
for purchase accounting, specifically ending the use of pooling-of-interests and
amortization of goodwill (refer to the Notes to Consolidated Condensed Financial
Statements,  Note  2).
In  addition,  the  Financial  Accounting Standards Board (FASB) recently issued
Statement  of  Financial  Accounting  Standard  No.  143,  "Accounting for Asset
Retirement Obligations" (SFAS143). This statement addresses financial accounting
and  reporting  for  obligations  associated  with  the  retirement  of tangible
long-lived  assets  and  the  associated  asset retirement costs. This statement
requires  that  the fair value of a liability for an asset retirement obligation
be  recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part  of  the carrying amount of the long-lived asset. Under this statement, the
liability  is  discounted  and  the  accretion  expense  is recognized using the
credit-adjusted  risk  free  interest  rate  in  effect  when  the liability was
initially  recognized.  SFAS143 is effective for financial statements issued for
fiscal  years  beginning  after  June  15,  2002,  however,earlier  adoption  is
permitted.  The  FASB  also  recently  issued  Statement of Financial Accounting
Standard  No.  144,  "Accounting  for  the  Impairment of Disposal of Long-Lived
Assets"  (SFAS144).  This statement supersedes Statement of Financial Accounting
Standard  No.  121,  "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  of".  This  statement  requires  that  one
accounting  model  be  used for long-lived assets to be disposed of.  SFAS144 is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15, 2001 and interim periods within those fiscal years. The provisions
of  this  statement  are  to be applied prospectively.  The Corporation does not
expect  that the adoption of these statements will have a material impact on its
consolidated  financial  statements.
EURO  CURRENCY  CONVERSION
On  January  1, 1999, certain member countries of the European Union established
fixed  conversion  rates  between  their  existing  currencies  and the European
Union's  common currency ("Euro"). The transition period for the introduction of
the Euro ends June 30, 2002. Issues that face the Corporation as a result of the
introduction of the Euro include converting information technology systems which
were  largely  upgraded  under  the  year  2000  compliance  review, reassessing
currency  risk,  negotiating  and  amending  contracts,  as  well  as processing
accounting  and tax records. The Corporation is addressing these issues and does
not  expect  the  Euro  to  have a material effect on its financial condition or
results  of  operations.
ENVIRONMENTAL  MATTERS
As  manufacturers  and  distributors  of  specialty  chemicals  and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
The  Corporation has incurred, and will continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation's  nature  of operations and products (including raw materials)
expose  it  to  the  risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  The  Corporation  has  been  named  as  a  potentially
responsible  party  ("PRP") at three Superfund sites.  There are many other PRPs
involved  at each of these sites. The Corporation has recorded its best estimate
of  liabilities  in  connection  with site clean-up based upon the extent of its
involvement,  the  number  of  PRPs and estimates of the total costs of the site
clean-up  that  reflect  the  results  of  environmental  investigations  and
remediation  estimates  produced by remediation contractors.  While the ultimate
costs  of  such  liabilities  are difficult to predict, the Corporation does not
expect  that  its  costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these  sites.  To the extent the Corporation's liabilities exceed $2 million, it
may  be  entitled  to additional indemnification payments.  Such recovery may be
uncertain,  however,  and  would  likely involve significant litigation expense.
The  Corporation  does  not  anticipate  that  it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
LEGAL  PROCEEDINGS
On  January  30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill  from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in  November of 1994, together with other information relating to operations and
compliance  at the Huntingdon Avenue facility.  The Corporation was subsequently
informed  that  it  is a subject of the grand jury's investigation in connection
with  alleged  criminal  violations of the federal Clean Water Act pertaining to
its  wastewater  handling  practices.  The  Corporation has retained outside law
firms to assist in complying with the subpoena and the underlying investigation.
It  has  cooperated  from  the  outset  with  the investigation and is currently
involved  in  informal  negotiations  with  the  Government  with a view towards
settling  any  and  all  charges  in  this  matter without resort to trial.  The
Corporation  believes  that  it  has  adequately  reserved  for  the anticipated
liability  that  may  arise  from  any  settlement.
In  addition,  two  of  the  Corporation's  former  employees, who worked at the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were recently sentenced to fines of $25,000 and $10,000 and 2 years
probation,  as  well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental regulations over the foregoing period of time.  The
Corporation is vigorously defending this complaint.  The Corporation has engaged
in  settlement  negotiations  with  the  Government  and  believes  that  it has
adequately  reserved  for  the  anticipated  liability  that  may arise from any
settlement.
FORWARD-LOOKING  STATEMENTS
This  report  and  other  Corporation reports include forward-looking statements
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
These  statements  relate  to  analyses  and  other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.
The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and beliefs concerning future events affecting the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.
All  forward-looking  statements should be considered in light of these factors.
The Corporation undertakes no obligation to update forward-looking statements or
risk  factors  to  reflect  new  information,  future  events  or  otherwise.



ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK
Refer  to  the  Notes  to  Consolidated  Condensed  Financial Statements, Note 8
"Market  Risk  and  Contingencies".

PART  II.  OTHER  INFORMATION

ITEM  1  :  LEGAL  PROCEEDINGS
     None.
ITEM  2  :  CHANGES  IN  THE  RIGHTS  OF  SECURITY  HOLDERS
          None.
ITEM  3  :  DEFAULTS  BY  THE  CORPORATION  ON  ITS  SENIOR  SECURITIES
          None.
ITEM  4  :  RESULTS  OF  VOTES  OF  SECURITY  HOLDERS
     None.
ITEM  5  :  OTHER  INFORMATION
5.1  The  Corporation  filed an amended Form S-4 effective June 27, 2001 for the
purpose  of a bond offering, to which the notes were delivered on June 20, 2001.
5.2  The  Corporation  filed  Form  S-8  effective  August  6, 2001.  This shelf
registration  is  for  the  purpose  of  registration of 3 million and 1 million
common  shares  under  the  2001 Key Executive Equity Plan and 2001 All Employee
Option  Plan,  respectively.
5.3  The  Corporation  issued  a  press  release  for second quarter earnings on
October  25,  2001.  Closure  of  the Dynacircuits single-sided business is also
mentioned.  The  closure  is  expected  to occur by the end of November and will
result  in  an  approximate  $7  million  non-cash  charge  to  earnings.
ITEM  6(A)  :  EXHIBITS
     None.
ITEM  6(B)  :  REPORTS  ON  FORM  8-K
     None.

<PAGE>



                                   SIGNATURES



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


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






Date:  November  14,  2001      /s/  Daniel  H.  Leever
       -------------------      -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
      Chief  Executive  Officer






Date:  November  14,  2001     /  s  /  Gregory  M.  Bolingbroke
       -------------------     ---------------------------------

     Gregory  M.  Bolingbroke
     Vice  President,  Treasurer  and
     Corporate  Controller

<PAGE>
1