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

                                    FORM 10-Q

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

                 FOR THE QUARTERLY PERIOD ENDED  March 31, 2002
                                                ---------------

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

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

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

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

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

          Former name, former address or former fiscal year, if changed
                               since last report.

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

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

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

                      Class          Outstanding  at  May  1,  2002
     ----------------------          ------------------------------
     Common  Stock,  no  par  value              32,251,303  shares


                             MACDERMID, INCORPORATED
                                      INDEX
<TABLE>
<CAPTION>

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

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
         March 31, 2002 and December 31, 2001                             2-3
       Consolidated Condensed Statements of Earnings
         and Retained Earnings - Three Months Ended
         March 31, 2002 and 2001                                            4
       Consolidated Condensed Statements of Cash Flows -
         Three Months Ended March 31, 2002 and 2001                         5
       Notes to Consolidated Condensed Financial Statements              6-20
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations              21-26
Item 3.  Quantitative and Qualitative Disclosures About Market Risk        26
Part II.   Other Information                                               27
Signatures                                                                 28
</TABLE>

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

<TABLE>
<CAPTION>


                                            March 31,     December 31,
<S>                                        <C>           <C>
                                                   2002            2001
                                           ------------  --------------
Assets                                      (Unaudited)       (Audited)

Current assets:
Cash and equivalents                       $     14,414  $       17,067
Accounts and notes receivable, (net
   of allowance for doubtful receivables
   of $13,665 and $14,642)                      159,532         164,230
Inventories
   Finished goods                                53,752          57,882
   Raw materials                                 50,925          53,152
                                           ------------  --------------
                                                104,677         111,034
Prepaid expenses                                  8,696           8,068
Deferred income tax asset                        13,736          13,831
                                           ------------  --------------
              Total current assets              301,055         314,230
Property, plant and equipment (net
   of accumulated depreciation of
   $127,908 and $140,234)                       142,779         152,482
Goodwill (Note 2)                               222,138         222,571
Intangibles, (net of accumulated
   amortization of $37,242
   and $36,585) (Note 2)                         36,782          37,425
Other assets                                     65,502          64,177
                                           ------------  --------------
                                           $    768,256  $      790,885
                                           ============  ==============
<FN>

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

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

<TABLE>
<CAPTION>


                                                 March 31,     December 31,
<S>                                             <C>           <C>
                                                       2002            2001
                                                ------------  --------------
Liabilities and shareholders' equity             (Unaudited)       (Audited)

Current liabilities:
Notes payable                                   $    12,798   $      12,961
Current installments of long-term obligations         5,750           5,614
Accounts and dividends payable                       59,399          62,031
Accrued expenses (Note 7)                            66,768          82,886
Income taxes                                         10,807          10,468
                                                ------------  --------------
              Total current liabilities             155,522         173,960

Long-term obligations                               379,859         393,788
Accrued post-retirement and
   postemployment benefits                           12,287          12,308
Deferred income taxes                                 3,552           4,364
Other long-term liabilities                           1,136             281
Minority interest                                     2,920           2,753

Shareholders' equity:
Common stock stated value
   $1.00 per share (Note 3)                          46,540          46,410
Additional paid-in capital                           19,815          16,923
Retained earnings                                   225,306         218,619
Cumulative comprehensive
   income equity adjustments (Note 5)               (19,739)        (19,579)
Less: cost of treasury shares (Note 3)              (58,942)        (58,942)
                                                ------------  --------------
              Total shareholders' equity            212,980         203,431
                                                ------------  --------------
                                                $   768,256   $     790,885
                                                ============  ==============
<FN>

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

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

<TABLE>
<CAPTION>


                                                        Three  Months
                                                       Ended  March 31,
                                                     2002          2001
                                                 ------------  ------------
<S>                                              <C>           <C>
Net sales                                        $   166,956   $   211,793

Cost and expenses:
   Cost of sales                                      92,812       124,892
   Selling, technical, administrative expenses        51,786        65,403
   Amortization                                        1,568         4,867
   Interest income                                      (140)         (593)
   Interest expense                                    9,200         9,664
   Other expense (net)                                   193           396
                                                 ------------  ------------
                                                     155,419       204,629
                                                 ------------  ------------

Earnings before taxes and
   minority interest                                  11,537         7,164
Income taxes                                          (4,039)       (2,552)

Minority interest                                       (166)            -
                                                 ------------  ------------
Net earnings                                           7,332         4,612

Retained earnings, beginning of period               218,619       245,471
Cash dividends declared                                 (645)         (623)
                                                 ------------  ------------
Retained earnings, end of period                 $   225,306   $   249,460
                                                 ============  ============

Net earnings per common share - (Note 4):
   Basic                                         $      0.23   $      0.15
                                                 ============  ============
   Diluted                                       $      0.23   $      0.14
                                                 ============  ============

Cash dividends per common share                  $      0.02   $      0.02
                                                 ============  ============
Weighted average common shares outstanding
   Basic                                          32,221,436    31,130,854
                                                 ============  ============
   Diluted                                        32,492,880    32,394,869
                                                 ============  ============
<FN>

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


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

<TABLE>
<CAPTION>


                                                   Three  Months
                                                  Ended  March 31,
                                                 2002        2001
                                               ---------  -----------
<S>                                            <C>        <C>
Net cash flows from operating activities       $ 12,877   $   19,405

Cash flows from investing activities:
   Capital expenditures                          (1,170)     (11,904)
   Proceeds from disposition of fixed assets         14        2,193
   Acquisitions of businesses                         -      (17,756)
   Dispositions of businesses                         -        9,415
                                               ---------  -----------
   Net cash flows used in
     investing activities                        (1,156)     (18,052)

Cash flows from financing activities:
   Net proceeds from (repayments of)
     short-term borrowings                       (3,281)      (4,800)
   Long-term borrowings                          11,276       21,100
   Long-term repayments                         (21,610)     (20,281)
   Dividends paid                                  (645)        (623)
                                               ---------  -----------
   Net cash flows used in
     financing activities                       (14,260)      (4,604)

Effect of exchange rate changes
   on cash and cash equivalents                    (114)      (1,935)
                                               ---------  -----------
   Increase (decrease) in cash and
    cash equivalents                             (2,653)      (5,186)
Cash and cash equivalents at
   beginning of period                           17,067       17,732
                                               ---------  -----------
Cash and cash equivalents
   at end of period                            $ 14,414   $   12,546
                                               =========  ===========

Cash paid for interest                         $ 17,973   $    8,398
                                               =========  ===========
Cash paid for income taxes                     $  2,178   $    5,388
                                               =========  ===========
<FN>

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

                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
          (In Thousands of Dollars, Except Share and Per Share Amounts)
Note  1.     Summary  of  Significant  Accounting  Policies
The  December  31,  2001  condensed consolidated balance sheet amounts have been
derived  from  the  previously audited consolidated balance sheets of MacDermid,
Incorporated  (the  Corporation).  The  balance  of  the  condensed  financial
information  reflects  all  adjustments which are, in the opinion of management,
necessary  for  a  fair  presentation  of  the  financial  position,  results of
operations  and cash flows for the interim periods presented and are of a normal
recurring  nature  unless  otherwise  disclosed  in this report.  The results of
operations  for  the  three  month periods ended March 31, 2002 and 2001 are not
necessarily  indicative of  trends or of the results to be expected for the full
year.  The  statements  should  be  read  in  conjunction  with the notes to the
consolidated  financial statements included in the Corporation's transition year
2001  Annual  Report.
Note  2.     Goodwill  and  Other  Intangible  Assets
Goodwill  carrying  amounts,  identified  for  the  following segments; Advanced
Surface  Finishes  ("ASF"),  Graphic  Arts  ("GA") and Electronics Manufacturing
("EM"),  are  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>        <C>       <C>      <C>
                                 ASF        GA        EM       Total
                                 ---------  --------  -------  ---------
Balance as of December 31, 2001  $123,052   $72,130   $27,389  $222,571
Effects of currency translation      (354)      (79)        -      (433)
                                 ---------  --------  -------  ---------
Balance as of March 31, 2002     $122,698   $72,051   $27,389  $222,138
                                 =========  ========  =======  =========
</TABLE>


<TABLE>
<CAPTION>



<S>                         <C>              <C>             <C>                 <C>
Acquired intangible assets  March 31, 2002                   December 31, 2001
                            ---------------                  ------------------
                            Gross Carrying   Accumulated     Gross Carrying      Accumulated
                            Amount           Amortization    Amount              Amortization
                            ---------------  --------------  ------------------  --------------
Patents                     $        23,024  $      (8,572)  $           20,865  $      (8,357)
Trademarks                           27,478         (8,446)              28,281         (8,093)
Manufacturing process                 5,252         (5,252)               5,252         (5,252)
Others                               18,270        (14,972)              19,612        (14,883)
                            ---------------  --------------  ------------------  --------------
   Total                    $        74,024  $     (37,242)  $           74,010  $     (36,585)
                            ===============  ==============  ==================  ==============
</TABLE>


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



Additional transitional disclosures:  Three Months   Ended March 31,
<S>                                   <C>            <C>
                                               2002              2001
                                      -------------  ----------------
Reported net income                   $       7,332  $          4,612
Add back:  goodwill amortization                  -             1,913
                                      -------------  ----------------
Adjusted net income                   $       7,332  $          6,525
                                      =============  ================

Basic earnings per share:
  Reported net income                 $        0.23  $           0.15
  Goodwill amortization                           -  $           0.06
                                      -------------  ----------------
  Adjusted net income                 $        0.23  $           0.21
                                      =============  ================

Diluted earnings per share:
   Reported net income                $        0.23  $           0.14
   Goodwill amortization                          -  $           0.06
                                      -------------  ----------------
  Adjusted net income                 $        0.23  $           0.20
                                      =============  ================
</TABLE>


Note  3.     Common  Share  Data
The  following  table  summarizes  common shares issued as of March 31, 2002 and
2001.
<TABLE>
<CAPTION>



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


The  Board  of Directors has from time-to-time authorized the purchase of issued
and outstanding shares of the Corporation's common stock.  There were 14,277,610
common  shares  held in treasury at March 31, 2002 and December 31, 2001.  There
remained  authorization to purchase approximately 142,000 common shares at March
31,  2002.  Such  additional shares may be acquired through privately negotiated
transactions or on the open market from time to time.  Any future repurchases by
MacDermid  will  depend  on  various  factors, including the market price of the
shares,  the  Corporation's business and financial position and general economic
and  market  conditions.  Additional  shares  acquired  pursuant  to  such
authorization  will  be held in the Corporation's treasury and will be available
for  the  Corporation  to  issue  for various corporate purposes without further
shareholder  action  (except  as  required by applicable law or the rules of any
securities  exchange  on  which  the  shares  are  then  listed).
Note  4.     Earnings  Per  Common  Share
The  computation  of basic earnings per share is based upon the weighted average
number  of  outstanding  common shares.  The computation of diluted earnings per
share  is  based  upon  the weighted average number of outstanding common shares
plus  the  effect of all dilutive contingently issuable common shares from stock
options,  stock  awards  and  share  warrants  outstanding  during  the  period.
Earnings  per  share  is calculated based upon net earnings available for common
shareholders.
The  following table reconciles basic weighted-average common shares outstanding
to  diluted  weighted-average  common  shares  outstanding.
<TABLE>
<CAPTION>


                                   Three Months  Ended March 31,
<S>                                <C>           <C>
                                           2002             2001
                                   ------------  ---------------
Basic common shares                  32,221,436       31,130,854
Dilutive effect of stock options        271,444          262,663
Dilutive effect of share warrants             -        1,001,352
                                   ------------  ---------------
Diluted common shares                32,492,880       32,394,869
                                   ============  ===============
</TABLE>


Note  5.     Comprehensive Income and Cumulative Comprehensive Equity Adjustment
The  components  of comprehensive income for the three month periods ended March
31,  2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>



<S>                                        <C>             <C>
                                           Three Months    Ended
                                           March             31,
                                                    2002      2001
                                           --------------  --------
Net earnings                               $       7,332   $ 4,612
Other comprehensive income:
  Foreign currency translation adjustment           (410)   (3,163)
  Minimum pension liability                            -    (9,670)
  Hedging activities                                 250         -
                                           --------------  --------
Comprehensive Income                       $       7,172   $(8,221)
                                           ==============  ========
</TABLE>

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



<S>                                      <C>               <C>
                                         March 31, 2002    December 31, 2001
                                         ----------------  -------------------
Cumulative equity adjustments for:
   Foreign currency translation          $       (16,759)  $          (16,349)
   Additional minimum pension liability           (2,954)              (2,954)
   Hedging activities                                (26)                (276)
                                         ----------------  -------------------
Cumulative comprehensive income          $       (19,739)  $          (19,579)
                                         ================  ===================
</TABLE>



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



<S>                                       <C>             <C>
Segment results of operations:            Three Months    Ended March 31,
                                                   2002               2001
                                          --------------  -----------------
Net sales
   Advanced surface finishes              $      78,431   $        108,124
   Graphic arts                                  68,353             77,066
   Electronics manufacturing                     20,172             26,603
                                          --------------  -----------------
     Consolidated net sales               $     166,956   $        211,793
                                          --------------  -----------------

Operating income (loss)
   Advanced surface finishes              $      10,092   $         16,375
   Graphic arts                                  11,269             12,887
   Electronics manufacturing                        997             (1,890)
   Restructuring and impairment expense               -             (5,874)
   Amortization expense                          (1,568)            (4,867)
                                          --------------  -----------------
     Consolidated operating income        $      20,790   $         16,631

      Interest income                               140                593
      Interest expense                           (9,200)            (9,664)
      Other (expense) income, net                  (193)              (396)
      Earnings before income taxes
                                          --------------  -----------------
        and minority interest             $      11,537   $          7,164
                                          ==============  =================
</TABLE>


<TABLE>
<CAPTION>



<S>                           <C>              <C>
Segment identifiable assets:  March 31, 2002   December 31, 2001
                              ---------------  ------------------
Advanced surface finishing    $       156,437  $          177,253
Graphic arts                          431,071             431,353
Electronics manufacturing             131,027             132,296
Corporate-wide                         49,721              49,983
                              ---------------  ------------------
   Consolidated assets        $       768,256  $          790,885
                              ===============  ==================
</TABLE>

Note  7.     Restructuring  Charges  and  Acquisition  Liabilities
The  Corporation initiated restructuring programs (included in accrued expenses)
each  of  the two previous fiscal years in order to reduce its manufacturing and
operating  cost  structures.
Transition year ended December 31, 2001 included a $21,264 restructuring charge,
representing  management  and  office  support redundancies.  The resulting cash
payments  and  other  charges,  including  cash payments of $1,132 for the three
months ended March 31, 2002, are summarized, cumulative, since inception, on the
following  table:
<TABLE>
<CAPTION>



<S>                     <C>         <C>        <C>        <C>
                                    Cash       Non-cash
                        Inception   Payments   Charges    Balance
                        ----------  ---------  ---------  --------
Severance               $    2,918  $   1,188          -  $  1,730
Lease/asset write-offs      18,346          -     15,644     2,702
                        ----------  ---------  ---------  --------
   Total                $   21,264  $   1,188  $  15,644  $  4,432
                        ==========  =========  =========  ========
</TABLE>


Fiscal  year  ended  March  31,  2001  included  a  $6,663 restructuring charge,
primarily  representing  management  and  office  support  redundancies.  The
resulting  cash  payments  and other charges, including cash payments of $11 for
the  three  months  ended  March  31,  2002,  are  summarized, cumulative, since
inception,  on  the  following  table:
<TABLE>
<CAPTION>



<S>                     <C>         <C>        <C>        <C>
                                    Cash       Non-cash
                        Inception   Payments   Charges    Balance
                        ----------  ---------  ---------  --------
Severance               $    6,133  $   5,787          -  $    346
Lease/asset write-offs         530        106        424         -
                        ----------  ---------  ---------  --------
   Total                $    6,663  $   5,893  $     424  $    346
                        ==========  =========  =========  ========
</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  cash payments of $23 for the three months ended March 31,
2002:
<TABLE>
<CAPTION>



<S>            <C>         <C>          <C>       <C>
               Inception   Adjustments  Payments  Balance
               ----------  -----------  --------  --------
Facilities     $    4,200          885     3,328  $  1,757
Redundancies        2,050        3,100     5,150         -
Environmental       2,000            -       120     1,880
               ----------  -----------  --------  --------
   Total       $    8,250        3,985     8,598  $  3,637
               ==========  ===========  ========  ========
</TABLE>


Note  8.     Market  Risk  and  Contingencies
Market  Risk
The  Corporation  is exposed to market risk in the normal course of its business
operations due to its operations in different foreign currencies and its ongoing
investing  and  financing  activities. The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.
The  Corporation  is  exposed  to  interest  rate risk primarily from its credit
facility,  which  is  based  upon  various  floating rates.  The Corporation has
entered  into  interest  rate  swaps, a portion of which have been designated as
hedging  instruments  under  the provisions of Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.
At March 31, 2002, the aggregate notional amount covers 65% of its borrowings on
this  credit  facility.  The  resulting  weighted-average fixed interest rate is
5.9%  under  this  facility.  The  Corporation  further  reduced its exposure to
interest  rate risk with a fixed rate bond offering during transition year 2001.
For  additional information, see the financial information for guarantors of the
Corporation's bond offering, Note 9.  Based upon expected levels of borrowing in
2002  and  providing  for  swap protection, an increase in interest rates of 100
basis  points would result in an incremental interest expense of less than $700.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 55% of the Corporation's
sales  are denominated in currencies other than the US Dollar, predominantly the
Pound Sterling, currencies pegged to the Euro, the Yen, Hong Kong and New Taiwan
Dollars.  For the three month period ending March 31, 2002, there was a negative
impact  on  earnings  of  approximately  $0.01  per  share, or approximately 6%.
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 raw material
inventories  but  has  chosen  not  to  enter  into  any  price hedging with its
suppliers  for  commodities.
Contingencies
Environmental:  As  manufacturers  and  distributors  of specialty chemicals and
systems,  the  Corporation  is  subject  to  extensive U.S. and foreign laws and
regulations  relating  to environmental protection and worker health and safety,
including those governing:  discharges of pollutants into the air and water; the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
The  Corporation has incurred, and will continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation's  nature  of operations and products (including raw materials)
expose  it  to  the  risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  The  Corporation  has  been  named  as  a  potentially
responsible  party  ("PRP") at three Superfund sites.  There are many other PRPs
involved  at each of these sites. The Corporation has recorded its best estimate
of  liabilities  in  connection  with site clean-up based upon the extent of its
involvement,  the  number  of  PRPs and estimates of the total costs of the site
clean-up  that  reflect  the  results  of  environmental  investigations  and
remediation  estimates  produced by remediation contractors.  While the ultimate
costs  of  such  liabilities  are difficult to predict, the Corporation does not
expect  that  its  costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve, predominantly attributable to those Canning
sites  that it believes will require environmental remediation.  With respect to
those  sites, it also believes that its Canning subsidiary is entitled under the
acquisition  agreement  to  withhold  a  deferred  purchase  price  payment  of
approximately  $2,000.  The  Corporation estimates the range of cleanup costs at
its Canning sites between $2,000 and $11,500.  Investigations into the extent of
contamination, however, are ongoing with respect to some of these sites.  To the
extent  the  Corporation's  liabilities  exceed  $2,000,  it  may be entitled to
additional  indemnification  payments.  Such recovery may be uncertain, however,
and  would  likely  involve  significant  litigation expense.  See restructuring
charges  and  acquisition  liabilities,  Note  7.
The  Corporation  does  not  anticipate  that  it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
Legal  Proceedings:  On  January  30,  1997,  the  Corporation was served with a
subpoena  from  a federal grand jury in Connecticut requesting certain documents
relating  to  an  accidental  spill  from  its  Huntingdon  Avenue,  Waterbury,
Connecticut  facility  that  occurred  in  November of 1994, together with other
information  relating  to  operations  and  compliance  at the Huntingdon Avenue
facility.  The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal  Clean  Water  Act  pertaining to its wastewater handling practices.  In
addition,  two  of  the  Corporation's  former  employees,  who  worked  at  the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals  were  sentenced  to  fines of $25 and $10 and 2 years probation, as
well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid  will  be required to pay fines and penalties totaling
$2,500,  without interest, over six quarterly installments.  In addition, $1,550
will  be  paid  to  various local charitable and environmental organizations and
causes.  The  Corporation  will  be  placed  on probation for two years and will
perform  certain  environmental audits, as well as other environmentally related
actions.  The Corporation had recorded liabilities during the negotiation period
and  therefore  future  results of operations and financial position will not be
affected  by  these  arrangements.
Other  Concentrations:  The  Corporation's  business  operations,  consist
principally of manufacture and sale of specialty chemicals, supplies and related
equipment  to  customers throughout much of the world.  Approximately 40% of the
business  is  concentrated  in  the printing industry used for a wide variety of
applications,  including  offset blankets, printing plates, textile blankets and
rubber  based  covers  for  industrial  rollers,  while  20%  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 rather relying on credit approval,
balance  limitation  and  monitoring  procedures to control credit risk of trade
account  financial  instruments.  Management  believes that reserves for losses,
which  are  established  based  upon  review  of account balances and historical
experience,  are  adequate.
Note  9.     Financial  Information  for  Guarantors  of  the Corporation's Bond
Offering
The  Corporation  issued  9  1/8%  Senior  Subordinated  Notes ("bond offering")
effective  June  20,  2001,  for the face amount of $301,500, which pay interest
semiannually  on  January  15th  and July 15th and mature in 2011.  The proceeds
were used to pay down existing long-term debt.  This bond offering is guaranteed
by  substantially  all  existing  and future directly or indirectly wholly-owned
domestic  restricted  subsidiaries  of  the  Corporation  ("guarantors").  The
guarantors,  fully,  jointly  and  severally,  irrevocably  and  unconditionally
guarantee  the performance and payment when due of all the obligations under the
bond offering.  The Corporation's unrestricted subsidiaries that result from the
January 2001 Eurocir acquisition and its foreign subsidiaries are not guarantors
of  the  indebtedness  under  the  bond  offering.  The  following  financial
information  is  presented  to  give additional disclosures to the Corporation's
consolidated  condensed  financial  statements,  with  respect to: a) the parent
(MacDermid, Incorporated as the issuer), b) the guarantors, c) the non-guarantor
subsidiaries,  d)  the  unrestricted  non-guarantor subsidiaries, e) elimination
entries  and  f)  the  Corporation on a consolidated basis for and as of the the
fiscal  periods ended March 31, 2002 and 2001 and December 31, 2001.  The equity
method  has  been  used  by  the  Corporation  with  respect  to  investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with  respect  to  investments  in  non-guarantor subsidiaries and by subsidiary
non-guarantors  with  respect  to  investments  in  unrestricted  non-guarantor
subsidiaries.  Financial statements for subsidiary guarantors are presented as a
combined  entity.  The  financial  information  includes  certain allocations of
revenues  and  expenses  based  on  management's  best  estimates  which  is not
necessarily  indicative  of  financial  position, results of operations and cash
flows  that these entities would have achieved on a stand-alone basis and should
be  read  in conjunction with the consolidated financial statements and notes to
consolidated  financial statements included in the Corporation's transition year
2001  annual  report  of  the  Corporation.

CONSOLIDATED  CONDENSED  BALANCE  SHEET
MARCH  31,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              MacDermid
                                                                             Unrestricted                   Incorporated

<PAGE>
                               MacDermid      Guarantor      Nonguarantor    Nonguarantor                        and
                             Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations   Subsidiaries
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and equivalents         $       1,527  $       1,206   $      11,507   $         174   $           -   $      14,414
Accounts receivables, net           13,728         27,137         101,266          17,401               -         159,532
Due (to) from affiliates           229,986       (149,583)        (57,163)        (23,240)              -               -
Inventories                         16,573         33,151          47,634           7,319               -         104,677
Prepaid expenses                     2,680          2,567           3,449               -               -           8,696
Deferred income taxes                9,781              -           3,370             585               -          13,736
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets               274,275        (85,522)        110,063           2,239               -         301,055

Property, plant and
  equipment, net                    15,687         56,023          52,109          18,960               -         142,779
Goodwill                            13,240         67,766         114,025          27,107               -         222,138
Intangibles, net                         -         10,904          25,785              93               -          36,782
Investments in subsidiaries        249,157        225,236           9,454               -        (483,847)              -
Other assets                        42,322          9,735          11,435           2,010               -          65,502
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     594,681  $     284,142   $     322,871   $      50,409   $    (483,847)  $     768,256
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>


CONSOLIDATED  CONDENSED  BALANCE  SHEET  (continued)
MARCH  31,  2002
(unaudited)
<TABLE>
<CAPTION>


                                                                                                                MacDermid
                                                                               Unrestricted                    Incorporated

<PAGE>
                                MacDermid       Guarantor      Nonguarantor    Nonguarantor                        and
                              Incorporated     Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                             ---------------  --------------  --------------  --------------  --------------  --------------
<S>                          <C>              <C>             <C>             <C>             <C>             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable                $            -   $           -   $       4,247   $       8,551   $           -   $      12,798
Current installments of
   Long-term obligations                  -             146             403           5,201               -           5,750
Accounts, dividend
 payable                              9,633           8,985          28,091          12,690               -          59,399
Accrued expenses                     26,027          14,438          23,774           2,529               -          66,768
Income taxes                         (6,335)         11,307           5,615             220               -          10,807
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities            29,325          34,876          62,130          29,191               -         155,522

Long-term obligations               343,280             802          27,818           7,959               -         379,859
Accrued postretirement                9,096               -           3,191               -               -          12,287
Deferred income taxes                     -            (760)          3,602             710               -           3,552
Other long-term liabilities               -              67             894             175               -           1,136
Minority interest                         -               -               -           2,920               -           2,920

Shareholders' equity:
Common stock                         46,540             (99)          3,809               3          (3,713)         46,540
Additional paid-in capital           19,815         129,708          96,476          10,260        (236,444)         19,815
Retained earnings                   225,306         135,578         134,922          (1,943)       (268,557)        225,306
Cumulative
comprehensive
   income equity
   adjustment, net                  (19,739)        (16,030)         (9,971)          1,134          24,867         (19,739)
Less cost common shares
   in treasury                      (58,942)              -               -               -               -         (58,942)
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity          212,980         249,157         225,236           9,454        (483,847)        212,980

                             ---------------  --------------  --------------  --------------  --------------  --------------
                             $      594,681   $     284,142   $     322,871   $      50,409   $    (483,847)  $     768,256
                             ===============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2002
(unaudited)
<TABLE>
<CAPTION>



                                                                                                             MacDermid
                                                                            Unrestricted                    Incorporated

<PAGE>
                             MacDermid       Guarantor      Nonguarantor    Nonguarantor                        and
                            Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>             <C>             <C>
Net sales                  $      24,796   $      46,291   $      79,920   $      20,172   $      (4,223)  $     166,956

Costs and expenses:
Cost of sales                     14,553          23,220          41,975          17,287          (4,223)         92,812
Selling, technical,
   administrative                 14,323          11,036          24,540           1,887               -          51,786
Amortization                         866             410             285               7               -           1,568
Equity in earnings of
   subsidiaries                  (13,096)         (7,570)             51               -          20,615               -
Interest income                      (22)            (33)            (79)             (6)              -            (140)
Interest expense                   4,016           3,006           1,529             649               -           9,200
Other expense
   (income), net                     457            (180)            (98)             14               -             193
                           --------------  --------------  --------------  --------------  --------------  --------------

                                  21,097          29,889          68,203          19,838          16,392         155,419
                           --------------  --------------  --------------  --------------  --------------  --------------
Earnings before taxes
   And minority interest           3,699          16,402          11,717             334         (20,615)         11,537
Income taxes benefit
   (expense)                       3,633          (3,306)         (4,147)           (219)              -          (4,039)
Minority interest                      -               -               -            (166)              -            (166)
                           --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss)        $       7,332   $      13,096   $       7,570   $         (51)  $     (20,615)  $       7,332
                           ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


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


                                                                                                              MacDermid
                                                                              Unrestricted                   Incorporated

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

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

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

Effect of exchange rate

   changes on
   cash and equivalents                  -               -            (104)            (10)              -           (114)
                             --------------  --------------  --------------  --------------  -------------  --------------

Net (decrease) increase in
   cash and equivalents             (2,892)           (675)          1,246            (332)              -         (2,653)
Cash and cash equivalents
   at beginning of period            4,419           1,881          10,261             506               -         17,067
                             --------------  --------------  --------------  --------------  -------------  --------------
Cash and cash equivalents
   at end of period          $       1,527   $       1,206   $      11,507   $         174   $           -  $      14,414
                             ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

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


                                                                                                              MacDermid
                                                                             Unrestricted                   Incorporated

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

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

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


                                                                                                                MacDermid
                                                                               Unrestricted                    Incorporated

<PAGE>
                                MacDermid       Guarantor      Nonguarantor    Nonguarantor                        and
                              Incorporated     Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                             ---------------  --------------  --------------  --------------  --------------  --------------
<S>                          <C>              <C>             <C>             <C>             <C>             <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable                $            -   $           -   $       5,898   $       7,063   $           -   $      12,961
Current installments of
   Long-term obligations                  -             148             482           4,984               -           5,614
Accounts, dividend payable            9,273           9,091          28,649          15,018               -          62,031
Accrued expenses                     37,955          18,250          24,138           2,543               -          82,886
Income taxes                         (2,533)          7,785           5,214               2               -          10,468
                             ---------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities            44,695          35,274          64,381          29,610               -         173,960

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

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

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

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  MARCH  31,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                          MacDermid
                                                                         Unrestricted                    Incorporated

<PAGE>
                          MacDermid       Guarantor      Nonguarantor    Nonguarantor                        and
                         Incorporated    Subsidiaries    Subsidiaries    Subsidiaries    Eliminations    Subsidiaries
                        --------------  --------------  --------------  --------------  --------------  --------------
<S>                     <C>             <C>             <C>             <C>             <C>             <C>
Net sales               $      39,456   $      60,673   $     103,436   $      21,978   $     (13,750)  $     211,793

Costs and expenses:
Cost of sales                  26,840          38,353          53,156          20,293         (13,750)        124,892
Selling, technical,
   Administrative              18,798          15,833          28,803           1,969               -          65,403
Amortization                      955           2,592             951             369               -           4,867
Equity in earnings of
   Subsidiaries               (10,212)        (13,781)          1,010               -          22,983               -
Interest income                   (53)           (334)           (199)             (7)              -            (593)
Interest expense                3,943           4,028             967             726               -           9,664
Other expense
   (income), net                  (87)            364             407            (288)              -             396
                        --------------  --------------  --------------  --------------  --------------  --------------

                               40,184          47,055          85,095          23,062           9,233         204,629
                        --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes            (728)         13,618          18,341          (1,084)        (22,983)          7,164

Income taxes benefit
   (expense)                    5,340          (3,406)         (4,560)             74               -          (2,552)
                        --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss)     $       4,612   $      10,212   $      13,781   $      (1,010)  $     (22,983)  $       4,612
                        ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
THREE  MONTHS  ENDED  MARCH  31,  2001
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              MacDermid
                                                                              Unrestricted                   Incorporated

<PAGE>
                               MacDermid       Guarantor      Nonguarantor    Nonguarantor                       and
                              Incorporated    Subsidiaries    Subsidiaries    Subsidiaries   Eliminations    Subsidiaries
                           --------------  --------------  --------------  --------------  --------------  --------------
<S>                          <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
   by (used in)
   operating activities:     $     (48,493)  $      50,702   $        (774)  $      17,970   $           -  $      19,405

Investing activities:
Capital expenditures                (4,227)         (2,057)         (2,838)         (2,782)              -        (11,904)
Proceeds from disposition
   of fixed assets                       -               -           2,120              73               -          2,193
Acquisitions of businesses               -          15,333         (13,432)        (19,657)              -        (17,756)
Dispositions of businesses               -               -           9,415               -               -          9,415
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows (used in)
   provided by
   investing activities             (4,227)         13,276          (4,735)        (22,366)              -        (18,052)
                            --------------  --------------  --------------  --------------  --------------  --------------

Financing activities:
Net proceeds from
   (repayments of)
   short-term borrowings            46,269         (60,592)          3,502           6,021               -         (4,800)
Long-term borrowings                 7,000           3,000          11,100               -               -         21,100
Long-term repayments                (7,284)        (10,833)         (2,164)              -               -        (20,281)
Dividends paid                       6,057           2,266          (8,946)              -               -           (623)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net cash flows provided
   by (used in)
   financing activities             52,042         (66,159)          3,492           6,021               -         (4,604)
                            --------------  --------------  --------------  --------------  --------------  --------------

Effect of exchange rate
changes on
   Changes on
   cash and equivalents                  -            (412)         (1,325)           (198)              -         (1,935)
                            --------------  --------------  --------------  --------------  --------------  --------------

Net (decrease) increase in
   cash and equivalents               (678)         (2,593)         (3,342)          1,427               -         (5,186)
Cash and cash equivalents
   at beginning of period            4,979           4,826           7,927               -               -         17,732
                            --------------  --------------  --------------  --------------  --------------  --------------
Cash and cash equivalents
   at end of period          $       4,301   $       2,233   $       4,585   $       1,427   $           -  $      12,546
                            ==============  ==============  ==============  ==============  ==============  ==============

<PAGE>
</TABLE>


ITEM  2:
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
The  following discussion compares the results of operations for the three month
period  which  ended  March  31,  2002  to  the  same  period  in  2001.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishes:  Total  sales  for  the  current quarter were $78.4
million,  a  decrease  of  $29.7 million, or 27% from $108.1 million in the same
period  last  year.  The  disposition of certain business at the end of February
2001  resulted  in  $2.1  million less sales as compared to the same period last
year.  A  negative  effect  of foreign currency translation of $2.4 million also
contributed  to  the decline in sales.  Proprietary sales, excluding the effects
of  foreign currency translation, were 20% below the same period last year.  The
proprietary  sales decline resulted from lower consumer volume, as virtually all
worldwide  markets  remain  soft.
Costs  as  a  percentage  of  sales  were below the same period last year.  Less
headcount,  lower depreciation and other cost reductions all contributed.  Gross
profit  percentage was 53.4% as compared to 50.3% for the same period last year,
primarily  a  result of the previously mentioned cost reductions.  ST&A expenses
were $31.8 million this quarter, a 16% decrease as compared to $38.0 million for
the same period last year, primarily from lower costs of selling associated with
the  lower  sales volume.  ST&A as a percentage of sales for the current quarter
was  40.6%  as  compared  to  35.1%  in  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $1.4 million for the three month
period  ended  March  31, 2002.  This was $1.7 million less than the same period
last  year,  due  to the adoption of SFAS142 which requires that goodwill not be
amortized.
As  a  result of the above, operating profit (after amortization) decreased 35%.
Graphic Arts: Total sales for the current quarter were $68.4 million, a decrease
of  $8.7  million,  or 11% from $77.1 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.  A negative effect of
foreign  currency translation of $1.0 million also contributed to the decline in
sales.
Costs  as  a  percentage  of  sales  were  below  the  same  period last year as
production  overheads  in  the Americas were reduced.  As a result, gross profit
percentage  was  43.0%  as  compared  to  41.4%  for  the same period last year.
Selling,  technical  and  administrative expenses (ST&A) were $18.1 million this
quarter,  a  5%  decrease  as compared to $19.0 million for the same period last
year,  as  a  result of the elimination of certain management and office support
redundancies.  ST&A  as  a percentage of sales for the current quarter was 26.5%
as  compared  to  24.6%  in  the  same  period  last  year.
Total  amortization  charged  to  earnings  was $0.2 million for the three month
period  ended  March  31, 2002.  This was $1.2 million less than the same period
last  year,  due  to the adoption of SFAS142 which requires that goodwill not be
amortized.
As  a  result  of the above, operating profit (after amortization) decreased 3%.
Electronics  Manufacturing:  Total  sales  for  the  current  quarter were $20.2
million,  a  decrease  of  $6.4  million,  or 24% from $26.6 million in the same
period last year.  The decrease is primarily due to the closure of Dynacircuits,
for  which  sales of $4.6 million were included in the same period last year.  A
negative  effect of foreign currency translation of $1.1 million further reduced
reported  sales.
Costs  as  a  percentage  of  sales  decreased  with the removal of Dynacircuits
operations.  Gross  profit percentage was 14.3% as compared to 2.3% for the same
period  last year, as a result.  ST&A expenses were $1.9 million this quarter, a
24%  decrease  as  compared  to  $2.5  million  for  the  same period last year,
primarily  due  to  the  closure  of  Dynacircuits.
As  a  result  of  the above, there was operating income (after amortization) of
$1.0  million  for the three month period ended March 31, 2002 as compared to an
operating  loss  (after  amortization)  of $2.3 million for the same period last
year.
Consolidated:  Total  sales  for  the  current quarter, $167.0 million decreased
$44.8  million  or  21%  from  $211.8  million  in  the  same  period last year.
Disposition  of  business resulted in $2.1 million less sales as compared to the
same  period  last  year.  There was a $4.5 million negative effect from foreign
currency  translation  which  resulted  in  lower reported sales.  These effects
reduced  sales  by  approximately  3%  as compared to the same period last year.
Without  these  effects, reported sales would have decreased 18% and proprietary
sales,  which  were  roughly  82%  of total sales as compared to 78% in the same
period  last  year,  would  have  decreased  15%.
Gross  profits  decreased 15% for the three month period ended March 31, 2002 as
compared  to  the  same period last year, as a result of less proprietary sales.
Gross  profit  as  a percentage of sales was 44.4% for the three month period as
compared  to  41.0%  for  the  same  period  last  year,  in  large  part due to
manufacturing  cost  reductions.  In addition, ST&A expenses for the three month
period were 13% less than the same period last year, excluding restructuring and
impairment  costs.  The  resulting  ST&A  as a percentage of sales for the three
month  period  was  31.0%  as  compared  to 28.1% for the same period last year.
In  the  three  month  period  ending March 31, 2001, there was $1.1 million for
restructuring  and  $4.8  million  for  impairment  charged  to earnings.  Total
amortization  charged  to  earnings  was $1.6 million for the three month period
ended March 31, 2002.  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 was $20.8
million,  an  increase  of  $4.2  million,  or approximately 25% more than $16.6
million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The Corporation's effective income tax rate approximates 35% for the three month
period  ended  March  31,  2002  and  36% for the same period in 2001.  The rate
difference  is  mainly  a result of non-deductible goodwill charges in the March
31,  2001  period,  as well as change in earnings mix from higher to lower taxed
jurisdictions.
NET  EARNINGS
Net  earnings  available to common shareholders for the three month period ended
March  31, 2002 increased 59% as compared to the same period last year.  Foreign
currency  translation  had  the  effect  of  reducing  the  reported earnings by
approximately  6%  for  the  three  month  period.
The  following  discussion  provides  information  with  respect  to  changes in
financial  condition  during  the  three  months  ended  March  31,  2002.
Financial  Condition
Operating activities during the three months ending March 31, 2002 resulted in a
net  cash  inflow  of $12.9 million, as the Corporation was able to continue its
proactive  reduction  of trade accounts receivable and inventory balances.  This
cash  generation  was  used  for capital improvements, dividends to shareholders
($0.02 per common share) and debt repayments.  In addition, the Corporation made
the  first  semi-annual  interest  payment,  of  $15.7  million,  on  its senior
subordinated  bonds  Working  Capital  at  March  31, 2002 was $145.5 million as
compared  to $140.3 million at December 31, 2001.  The change in working capital
is  principally  due  to  movements  in  other accrued items during the quarter.
Capital expenditures were $1.2 million for the three months ended March 31, 2002
as  compared  with total planned expenditures of approximately $14.0 million for
the  full  year.
The  Corporation's  financial  position  remains strong and, other than the debt
obligations  in  the  following table, there are no long-range commitments which
would  have  a significant impact upon results of operation, financial condition
or  liquidity.


<TABLE>
<CAPTION>



<S>                                  <C>         <C>         <C>               <C>
($millions)                          This Year    2-4 Years   5 or More Years  Total
                                     ----------  ----------  ----------------  ------
Long-term debt                       $      4.6  $     76.6  $          301.4  $382.6
Capital leases                              1.2         1.2               0.6     3.0
Operating leases                            9.8        10.8               4.2    24.8
                                     ----------  ----------  ----------------  ------
Total contractual cash commitments   $     15.6  $    102.1  $          292.7  $410.4
</TABLE>


The Corporation issued 9 1/8% senior subordinated notes effective June 20, 2001,
for  the  face  amount  of  $301.5  million,  which pay interest semiannually on
January  15th  and  July  15th  and  mature in 2011.  The Corporation also has a
long-term  credit  arrangement,  which  consists  of  a  combined revolving loan
facility  that  permits  borrowings,  denominated  in  US  dollars  and  foreign
currencies,  of  up  to  $175 million.  The outstanding balance on the revolving
loan  facility  decreased  $12.3 million during the three months ended March 31,
2002.  The amounts outstanding on the revolving loan at March 31, 2002, consists
of  $5.0  million,  $36.6  million  ( 25.7 million) and $27.0 million (Euro 31.0
million).  The Corporation's other uncommitted credit facilities presently total
approximately  $64  million.  These,  together with the Corporation's cash flows
from  operations  are  adequate  to  fund  working  capital and expected capital
expenditures.
The  following table contains other data for the three month periods ended March
31,  2002 and 2001.  EBITDA is earnings before interest, taxes, depreciation and
amortization.  Owner  earnings  is  cash  flow  from operations less net capital
spending.  Neither EBITDA nor Owner earnings are intended to represent cash flow
from  operations  as defined by generally accepted accounting principles.  These
measures  should  not be used as an alternative to net income as an indicator of
operating  performance  or  to  cash  flows  as  a  measure  of  liquidity.
<TABLE>
<CAPTION>



<S>                                 <C>             <C>
($millions)                         Three Months    Ended March 31,
                                             2002               2001
                                    --------------  -----------------

Cash provided by operations         $        12.9   $           19.4
Cash used in investing activities           ($1.2)            ($18.1)
Cash used in financing activities          ($14.3)             ($4.6)

EBITDA (before one-time costs)      $        27.5   $           33.3

Cash provided by operations         $        12.9   $           19.4
Less: net capital spending                   (1.2)              (9.7)
                                    --------------  -----------------
Owner earnings                      $        11.7   $            9.7

</TABLE>


CRITICAL  ACCOUNTING  POLICIES  and  NEW  ACCOUNTING  STANDARDS
In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgement  based  on  its understanding and analysis of the
relevant  circumstances to reach these decisions.  However, actual results could
differ  significantly  from  the  estimates  applied.
The  Corporation's  critical  accounting  policies  include  the  following:
The  Corporation records sales, including freight charged to customers, when its
products  are shipped.  In addition, commissions and royalties are recorded when
earned.
The Corporation values inventory at lower of average cost or replacement market.
Management  regularly  reviews  obsolescence  to  determine that inventories are
appropriately  reserved.  In  making  any  determination  historical write-offs,
product  evolution,  usage rates and quantities of stock on hand are considered.
The Corporation records property, plant and equipment at cost.  Depreciation and
amortization  of  property,  plant and equipment are provided over the estimated
useful  lives  of the respective assets, principally on the straight-line basis.
Expenditures  for  maintenance  and  repairs  are  charged  directly to expense;
renewals  and  betterments  which  significantly  extend  the  useful  lives are
capitalized.  Costs  and  accumulated  depreciation  and  amortization on assets
retired  or disposed of are removed from the accounts and any resulting gains or
losses  are  credited  or  charged  to  earnings.
The  Corporation  performs  periodic  review of the carrying value of long-lived
assets  for  impairment  in  accordance  with  SFAS121  and  SFAS142.  In  many
instances,  projected future cash flows are used to assess the recoverability of
long-lived  assets  of  the  Corporation.  Estimation factors, including but not
limited  to,  the  timing  of  new  product introductions, market conditions and
competitive  environment  could  affect  previous  projections.
The  Corporation  is  subject  to  environmental  remediation  and also has been
identified  as  a  potentially responsible party by the Environmental Protection
Agency.  In addition, the Corporation has been a party to a number of claims and
lawsuits  that  arise  out  of  the  ordinary  conduct  of  business.  It is the
Corporation's policy to review these environmental issues in light of historical
experience  and  to  reserve for those that both a liability has become probable
and  the cost is reasonably estimable, in accordance with Statement of Financial
Accounting  Standards  No.  5,  Accounting  for  Contingencies.
The  Corporation  adopted  the  fair  value  expense  recognition  provisions of
Statement  of Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation  (SFAS123)  for  its  stock  options  effective  April  1,  2001.
Previously,  and since April 1, 1996, the Corporation had adopted the disclosure
requirements  of  SFAS123  and  accounted  for its stock options by applying the
expense  recognition  provisions  of  APB  Opinion  No. 25, Accounting for Stock
Issued to Employees ("APB25").  As a result of this change, compensation expense
is  measured  using the fair value for options granted after April 1, 2001.  The
resulting  expense  is  amortized over the period in which it is earned.  In the
three  months  ended  March  31,  2002  there  was  $729  charged  to  expense.
The  Financial  Accounting  Standards  Board (FASB) recently issued Statement of
Financial  Accounting  Standard  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  (SFAS143).  The  Corporation is currently evaluating the impact of
SFAS143  and does not expect that adoption of this standard will have a material
impact  on its results of operation or financial position.  The FASB also issued
Statement  of  Financial  Accounting  Standard  No.  144,  "Accounting  for  the
Impairment  or  Disposal  of  Long-Lived Assets" (SFAS144).  The Corporation has
adopted  SFAS144 effective January 1, 2002 and adoption of this standard did not
materially  impact  its  results  of  operation  or  financial  position.
ENVIRONMENTAL  MATTERS
As  manufacturers  and  distributors  of  specialty  chemicals  and systems, the
Corporation  is  subject  to  extensive  U.S.  and  foreign laws and regulations
relating  to  environmental  protection  and worker health and safety, including
those  governing:  discharges  of  pollutants  into  the  air  and  water;  the
management  and  disposal of hazardous substances and wastes; and the cleanup of
contaminated  properties.
The  Corporation has incurred, and will continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation's  nature  of operations and products (including raw materials)
exposes  it  to  the risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  The  Corporation  has  been  named  as  a  potentially
responsible  party  ("PRP") at three Superfund sites.  There are many other PRPs
involved  at each of these sites. The Corporation has recorded its best estimate
of  liabilities  in  connection  with  site cleanup based upon the extent of its
involvement,  the  number  of  PRPs and estimates of the total costs of the site
cleanup that reflect the results of environmental investigations and remediation
estimates produced by remediation contractors.  While the ultimate costs of such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with respect to which the Corporations is
conducting  environmental investigations and/or cleanup activities.  These sites
include some of the Canning sites acquired in December 1998, such as the Kearny,
New  Jersey  and  Waukegan,  Illinois sites.  The Corporation has established an
environmental  remediation  reserve of $2 million, predominantly attributable to
those  Canning  sites  that  it believes will require environmental remediation.
With  respect  to  those  sites, it also believes that its Canning subsidiary is
entitled  under  the acquisition agreement to withhold a deferred purchase price
payment  of  approximately  $2  million.  The Corporation estimates the range of
cleanup costs at its Canning sites between $2 and $11.5 million.  Investigations
into  the  extent of contamination, however, are ongoing with respect to some of
these  sites.  To the extent the Corporation's liabilities exceed $2 million, it
may  be  entitled  to additional indemnification payments.  Such recovery may be
uncertain,  however,  and  would  likely involve significant litigation expense.
The  Corporation  does  not  anticipate  that  it will be materially affected by
environmental  remediation  costs,  or  any  related claims, at any contaminated
sites,  including  the  Canning sites.  It is difficult, however, to predict the
final  costs  and  timing of costs of site remediation.  Ultimate costs may vary
from  current  estimates  and  reserves,  and  the  discovery  of  additional
contaminants  at  these  or  other sites or the imposition of additional cleanup
obligations, or third-party claims relating thereto, could result in significant
additional  costs.
Legal  Proceedings
On  January  30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill  from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in  November of 1994, together with other information relating to operations and
compliance  at the Huntingdon Avenue facility.  The Corporation was subsequently
informed  that  it  is a subject of the grand jury's investigation in connection
with  alleged  criminal  violations of the federal Clean Water Act pertaining to
its wastewater handling practices.  In addition, two of the Corporation's former
employees,  who  worked  at the Huntington Avenue facility, pled guilty in early
2001  to misdemeanor violations under the Clean Water Act in connection with the
above matter.  These individuals were sentenced to fines of $25 thousand and $10
thousand  and  2  years  probation,  as  well  as  community  service.
In  a  separate  matter,  on July 26, 1999, the Corporation was named in a civil
lawsuit  commenced  in the Superior Court of the State of Connecticut brought by
the  Connecticut  Department  of  Environmental  Protection  alleging  various
compliance  violations  at  its  Huntingdon  Avenue and Freight Street locations
between  the  years  1992 through 1998 relating to wastewater discharges and the
management  of waste materials.  The complaint alleges violations of its permits
issued  under  the  Federal  Clean  Water  Act and the Resource Conservation and
Recovery  Act,  as  well  as  procedural, notification and other requirements of
Connecticut's  environmental  regulations  over  the  foregoing  period of time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As a result, MacDermid will be required to pay fines and penalties totaling $2.5
million,  without  interest, over six quarterly installments.  In addition, $1.5
million will be paid to various local charitable and environmental organizations
and  causes.  The Corporation will be placed on probation for two years and will
perform  certain  environmental audits, as well as other environmentally related
actions.  The Corporation had recorded liabilities during the negotiation period
and  therefore  future  results of operations and financial position will not be
affected  by  these  arrangements.As manufacturers and distributors of specialty
chemicals  and systems, the Corporation is subject to extensive U.S. and foreign
laws  and regulations relating to environmental protection and worker health and
safety,  including  those  governing:  discharges of pollutants into the air and
water;  the  management and disposal of hazardous substances and wastes; and the
cleanup  of  contaminated  properties.
FORWARD-LOOKING  STATEMENTS
This  report  and  other  Corporation reports include forward-looking statements
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
These  statements  relate  to  analyses  and  other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.
The  words  "anticipate,"  "believe,"  "could,"  "estimate," "expect," "intend,"
"may,"  "plan,"  "predict,"  "project,"  "will"  and  similar terms and phrases,
including  references to assumptions, have been used to identify forward-looking
statements.  These  forward-looking  statements  are  made based on management's
expectations  and beliefs concerning future events affecting the Corporation and
are subject to uncertainties and factors relating to its operations and business
environment,  all of which are difficult to predict and many of which are beyond
its  control,  that  could  cause actual results to differ materially from those
matters  expressed  in  or  implied  by  these  forward-looking  statements. The
following  factors  are  among  those  that  may  cause actual results to differ
materially  from the forward-looking statements:  acquisitions and dispositions,
environmental  liabilities,  changes  in general economic, business and industry
conditions,  changes  in  current  advertising,  promotional and pricing levels,
changes  in  political  and  social  conditions  and  local regulations, foreign
currency  fluctuations, inflation, significant litigation; changes in sales mix,
competition, disruptions of established supply channels, degree of acceptance of
new  products,  difficulty  of  forecasting  sales  at  various times in various
markets,  the  availability,  terms  and  deployment  of  capital, and the other
factors  discussed  elsewhere  in  this  report.
All  forward-looking  statements should be considered in light of these factors.
The Corporation undertakes no obligation to update forward-looking statements or
risk  factors  to  reflect  new  information,  future  events  or  otherwise.

ITEM  3:
                    Quantitative and Qualitative Disclosures
                                About Market Risk
Refer  to  the  Notes  to  Consolidated  Condensed  Financial Statements, Note 8
"Market  Risk  and  Contingencies".

<PAGE>
PART  II.  OTHER  INFORMATION

ITEM  1  :  Legal  Proceedings
     None.
ITEM  2  :  Changes  in  the  Rights  of  Security  Holders
          None.
ITEM  3  :  Defaults  by  the  Corporation  on  its  Senior  Securities
          None.
ITEM  4  :  Results  of  Votes  of  Security  Holders
     None.
ITEM  5  :  Other  Information
     None.
ITEM  6(a)  :  Exhibits
     None.
ITEM  6(b)  :  Reports  on  Form  8-K
On  January  8, 2002, the Corporation filed its Form 8-K to report the hiring of
John  P.  Malfettone  as Executive Vice President and Chief Financial Officer of
the  Corporation.  The  Form  8-K  is  incorporated  by  reference  herein.

<PAGE>

                                   SIGNATURES



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


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






Date:  May  14,  2002      /s/  Daniel  H.  Leever
       --------------      -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
        Chief  Executive  Officer






Date:  May  14,  2002     /  s  /  John  P.  Malfettone
       --------------     -----------------------------

     John  P.  Malfettone
     Executive  Vice  President  and
     Chief  Financial  Officer