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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934
For  the  quarterly  period  ended  September  30,  2004
                                    --------------------

[  ]   TRANSITION  REPORT  PERSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
For  the  transition  period  from  _____________  to  _____________

                         COMMISSION FILE NUMBER  1-13889
                                                 -------

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

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

              1401 Blake St. Denver, Colorado                 80202
              -----------------------------------------------------
          (Address of principal executive offices)           (Zip Code)

        Registrant's telephone number, including area code(720) 479-3060
                                                          --------------

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

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

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

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

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



                             MACDERMID, INCORPORATED
                                     INDEX


PART I: Financial Information

Item 1: Financial Statements (Unaudited)
        Consolidated Condensed Balance Sheets as of September 30, 2004, and
            December 31, 2003.
        Consolidated Condensed Statements of Earnings for the three- and
             nine-month periods ended September 30, 2004.
        Consolidated Statements of Cash Flows for the nine-month periods
             Ended September 30, 2004, and 2003.
        Notes to Consolidated Financial Statements

Item 2: Management's Discussion and Analysis of Financial Condition and Results
            Of Operations

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Item 4: Controls and Procedures

PART II: Other Information

Item 1: Legal Proceedings

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Item 3: Defaults Upon Senior Securities

Item 4: Submission of Matters to a Vote of Security Holders

Item 5: Other Information

Item 6: Exhibits and Reports on Form 8'K

        Signatures


MACDERMID, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts  in  thousands  of  dollars)
<TABLE>
<CAPTION>

<S>                                               <C>              <C>
                                                   September 30,    December 31,
                                                        2004           2003
                                                  ---------------  -------------
Assets . . . . . . . . . . . . . . . . . . . . .      (Unaudited)
------------------------------------------------

Current assets:
Cash and cash equivalents. . . . . . . . . . . .  $       112,053  $      61,294
Accounts receivable, net of allowance
for doubtful receivables of $13,232
and $11,908, respectively. . . . . . . . . . . .          135,081        137,149
Inventories. . . . . . . . . . . . . . . . . . .           78,318         75,775
Prepaid expenses . . . . . . . . . . . . . . . .            9,431          8,137
Deferred income taxes. . . . . . . . . . . . . .           24,164         22,960
------------------------------------------------  ---------------  -------------
    Total current assets . . . . . . . . . . . .          359,047        305,315

Property, plant and equipment, net
of accumulated depreciation of
177,956 and $172,741, respectively. . . . . . .          104,317        113,642
Goodwill . . . . . . . . . . . . . . . . . . . .          194,287        194,200
Intangibles, net of accumulated amortization of
11,556 and $10,266, respectively. . . . . . . .           28,811         30,061
Deferred income taxes. . . . . . . . . . . . . .           32,944         31,759
Other assets, net. . . . . . . . . . . . . . . .           17,260         22,258
                                                  ---------------  -------------

Total Assets                                      $       736,666  $     697,235
                                                  ===============  =============

<FN>

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


<TABLE>
<CAPTION>

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


<S>                                           <C>              <C>
                                               September 30,    December 31,
                                                    2004            2003
                                              ---------------  --------------
Liabilities and shareholders' equity:. . . .      (Unaudited)
--------------------------------------------

Current liabilities:
--------------------------------------------
Accounts payable . . . . . . . . . . . . . .  $       52,621   $      54,061
Accrued compensation . . . . . . . . . . . .          11,503          11,860
Accrued interest . . . . . . . . . . . . . .           5,896          12,732
Accrued income taxes payable . . . . . . . .          11,181           3,220
Other current liabilities. . . . . . . . . .          44,144          43,750
                                              ---------------  --------------
    Total current liabilities. . . . . . . .         125,345         125,623

Long-term debt and capital lease obligations         301,058         301,203
Retirement benefits, less current portion. .          20,279          20,679
Deferred income taxes. . . . . . . . . . . .           7,308           6,232
Other long-term liabilities. . . . . . . . .           4,509           4,486
                                              ---------------  --------------
    Total liabilities. . . . . . . . . . . .         458,499         458,223
                                              ---------------  --------------

Shareholders' equity:
--------------------------------------------
Common stock, authorized 75,000,000
shares, issued 46,827,701 at September 30,
2004, and 46,813,138 shares at December
31, 2003, at stated value of $1.00 per share          46,828          46,813
Additional paid-in capital . . . . . . . . .          30,538          25,884
Retained earnings. . . . . . . . . . . . . .         313,388         278,705
Accumulated other comprehensive income . . .           2,126           2,355
Less - cost of common shares held in
treasury, 16,547,686 at September 30, 2004,
16,548,604 at December 31, 2003. . . . . . .        (114,713)       (114,745)
                                              ---------------  --------------
    Total shareholders' equity . . . . . . .         278,167         239,012
                                              ---------------  --------------
                                              $      736,666   $     697,235
                                              ===============  ==============
<FN>

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



<TABLE>
<CAPTION>


MACDERMID, INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands of dollars except per share amounts)
(Unaudited)
                                          Three months ended    Nine months ended
                                             September 30,         September 30,
                                            2004       2003       2004       2003
                                         ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>

Net sales . . . . . . . . . . . . . . .  $161,585   $149,657   $488,650   $457,780
Cost of sales . . . . . . . . . . . . .    85,210     79,741    256,675    241,528
                                         ---------  ---------  ---------  ---------
    Gross profit. . . . . . . . . . . .    76,375     69,916    231,975    216,252

Operating expenses:
  Selling, technical and administrative    45,254     42,188    136,841    128,973
  Research and development. . . . . . .     5,375      4,950     15,928     14,676
                                         ---------  ---------  ---------  ---------
                                           50,629     47,138    152,769    143,649
                                         ---------  ---------  ---------  ---------
    Operating profit. . . . . . . . . .    25,746     22,778     79,206     72,603

Other income (expense):
  Interest income . . . . . . . . . . .       367        120        779        626
  Interest expense. . . . . . . . . . .    (7,654)    (7,550)   (23,321)   (23,219)
  Miscellaneous income. . . . . . . . .        92      2,833        531      3,172
                                         ---------  ---------  ---------  ---------
                                           (7,195)    (4,597)   (22,011)   (19,421)

Earnings from continuing operations
  before income taxes . . . . . . . . .    18,551     18,181     57,195     53,182
Income taxes. . . . . . . . . . . . . .    (6,508)    (5,820)   (18,874)   (17,019)
                                         ---------  ---------  ---------  ---------
Earnings from continuing operations . .    12,043     12,361     38,321     36,163
Discontinued operations, net of tax . .         -         66          -        (40)
Cumulative effect of accounting
  change. . . . . . . . . . . . . . . .         -      1,014          -      1,014
                                         ---------  ---------  ---------  ---------
Net earnings. . . . . . . . . . . . . .  $ 12,043   $ 13,441   $ 38,321   $ 37,137
                                         =========  =========  =========  =========


Basic earnings per common share:
   Continuing operations before
     cumulative effect of accounting
     change and discontinued. . . . . .  $   0.40   $   0.40   $   1.27   $   1.15
     operations
   Discontinued operations. . . . . . .         -          -          -          -
   Cumulative effect of accounting
      change. . . . . . . . . . . . . .         -       0.03          -       0.03
                                         ---------  ---------  ---------  ---------
      Net earnings per common share . .  $   0.40   $   0.43   $   1.27   $   1.18
                                         =========  =========  =========  =========

Diluted earnings per common share:
   Continuing operations before
     cumulative effect of accounting
     change and discontinued. . . . . .  $   0.39   $   0.40   $   1.24   $   1.14
     operations
   Discontinued operations. . . . . . .         -          -          -          -
   Cumulative effect of accounting
      change. . . . . . . . . . . . . .         -       0.03          -       0.03
                                         ---------  ---------  ---------  ---------
     Net earnings per common share. . .  $   0.39   $   0.43   $   1.24   $   1.17
                                         =========  =========  =========  =========

Weighted average common shares
outstanding:
  Basic . . . . . . . . . . . . . . . .    30,280     30,906     30,276     31,570
                                         =========  =========  =========  =========
  Diluted . . . . . . . . . . . . . . .    30,908     31,059     30,988     31,744
                                         =========  =========  =========  =========

Cash dividends  per common share . . .   $   0.04   $   0.02   $   0.12   $   0.06
                                         =========  =========  =========  =========

<FN>

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


<TABLE>
<CAPTION>

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

                                                 Nine months ended
                                                    September 30,
                                                   2004      2003
                                                ---------  ---------
<S>                                             <C>        <C>

Net cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . .  $ 38,321   $ 37,137
Adjustments to reconcile net income to
net  income from continuing operations:
Loss from discontinued operations, net of  tax         -         40
                                                ---------  ---------
Income from continuing operations. . . . . . .    38,321     37,177
Adjustments to reconcile earnings from
continuing operations to net cash provided by
operating activities:
Depreciation . . . . . . . . . . . . . . . . .    12,011     11,817
Amortization . . . . . . . . . . . . . . . . .     2,159      2,412
Provision for bad debts. . . . . . . . . . . .     3,024      3,559
Deferred income taxes. . . . . . . . . . . . .    (1,431)         -
Stock compensation expense . . . . . . . . . .     4,383      3,100
Changes in assets and liabilities:
   (Increase) decrease in receivables. . . . .    (1,890)     3,057
   (Increase) decrease in inventories. . . . .    (2,861)     2,411
   Decrease in prepaid expenses. . . . . . . .    (1,317)    (2,819)
   Decrease in accounts payable. . . . . . . .    (2,355)    (3,856)
   Decrease in accrued expenses. . . . . . . .    (6,127)    (1,786)
   Increase in income tax liabilities. . . . .     7,952      3,373
   Other . . . . . . . . . . . . . . . . . . .     5,239      3,157
                                                ---------  ---------
Cash provided by continuing operations . . . .    57,108     61,602
Cash provided by discontinued operations . . .         -        657
                                                ---------  ---------
   Net cash flows provided by operating
    activities. . . . . . . . . . . . . . . .     57,108     62,259

Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . .    (5,933)    (7,179)
  Proceeds from disposition of fixed assets. .     2,721      1,688
                                                ---------  ---------
  Net cash flows used in investing activities.    (3,212)    (5,491)

Cash flows from financing activities:
  Net repayments of short-term borrowings. . .      (533)    (4,735)
  Proceeds from long-term borrowings . . . . .        25      3,570
  Repayments of long-term borrowings . . . . .      (493)    (5,367)
  Issuance from (purchase of) treasury shares.        31    (51,753)
  Proceeds from exercise of stock options. . .       285        812
  Dividends paid . . . . . . . . . . . . . . .    (2,423)    (2,846)
                                                ---------  ---------
  Net cash flows used in financing activities.    (3,108)   (60,319)

Effect of exchange rate changes on cash
and cash equivalents . . . . . . . . . . . . .       (29)     1,637
                                                ---------  ---------
Net increase (decrease) in cash and cash
----------------------------------------------
equivalents. . . . . . . . . . . . . . . . . .    50,759     (1,914)
Cash and cash equivalents at beginning of
period . . . . . . . . . . . . . . . . . . . .    61,294     32,019
                                                ---------  ---------
Cash and cash equivalents at end of period . .  $112,053   $ 30,105
                                                =========  =========

Cash paid for interest . . . . . . . . . . . .  $ 29,047   $ 30,639
                                                =========  =========
Cash paid for income taxes . . . . . . . . . .  $ 12,353   $ 13,664
                                                =========  =========
<FN>

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


                             MACDERMID, INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (In thousands of dollars, except share and per share amounts)

NOTE  1.     Summary  of  Significant  Accounting  Policies

The  accompanying unaudited consolidated financial statements reflect all normal
and  recurring  adjustments that are, in the opinion of management, necessary to
present  fairly  the  financial  position  of  MacDermid,  Incorporated  and its
subsidiary  companies  as  of  September 30, 2004, and the results of operations
for  the  three- and nine-month periods ended September 30, 2004, and 2003.  The
results  of  operations  for  these  periods  are  not necessarily indicative of
trends, or of the results to be expected for the full year.  Certain information
and  footnote  disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted.  These  financial  statements  should  be  read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in  our  Annual  Report  for  the  year  ended  December  31,  2003.

Unless otherwise noted in this report, any description of us includes MacDermid,
Inc.  (MacDermid)  as  a  consolidated  entity,  the  Advanced Surface Finishing
segment  (ASF),  the  MacDermid  Printing Solutions segment (MPS), and our other
corporate  entities.

Certain  amounts  in  our  2003 results have been reclassified to conform to the
current  year  presentation.


NOTE  2.     Earnings  Per  Common  Share  and  Other  Common  Share Information

Earnings  per  share ("EPS") is calculated based upon net earnings available for
common  shareholders.  The computation of basic earnings per share is based upon
the  weighted  average  number of outstanding common shares.  The computation of
diluted  earnings  per  share  is  based  upon  the  weighted  average number of
outstanding  common shares plus the effect of all dilutive contingently issuable
common  shares  from  stock  options,  stock  awards  and  warrants  that  were
outstanding  during  the  period,  under  the treasury stock method.  Options to
purchase  2,067,650 and 1,279,260 shares of common stock were outstanding during
the  periods  ended  September  30, 2004, and 2003, but were not included in the
computation  of diluted EPS because those options would be antidilutive based on
market  prices  as  of  September  30,  2004,  and  2003,  respectively.

The  following table reconciles basic weighted-average common shares outstanding
to  diluted  weighted-average  common  shares  outstanding:

<TABLE>
<CAPTION>



                                                                      THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                           SEPTEMBER 30,                   SEPTEMBER 30,
<S>                               <C>                               <C>                              <C>         <C>
                                                              2004                             2003        2004        2003
                                  --------------------------------  -------------------------------  ----------  ----------
Basic common shares. . . . . . .                        30,280,014                       30,906,254  30,275,800  31,570,451
Dilutive effect of stock options                           627,663                          153,177     712,459     173,120
                                  --------------------------------  -------------------------------  ----------  ----------
Diluted common shares. . . . . .                        30,907,677                       31,059,431  30,988,259  31,743,571
                                  ================================  ===============================  ==========  ==========
</TABLE>

On  May 7, 2003, we executed a purchase and sale agreement with a third party to
acquire 2,201,720 outstanding shares of MacDermid, Incorporated common shares on
or  before  November 3, 2003.  We purchased 1,350,000 on that date at $22.60 per
share  and  851,720  shares  on September 22, 2003, for $25.00 per share.  Share
purchases  are  reflected  in  our  treasury  shares balance on our Consolidated
Balance  Sheets.  Refer  to our Annual Report to Shareholders for the year ended
December 31, 2003, for more information.  No share purchases of this nature were
made  in  the  three-  or  nine-month  periods  ending  September  30,  2004.


NOTE  3.     Stock-Based  Plans

We  grant stock options to our Board of Directors and to our employees.  We also
grant  stock  awards to our Board of Directors.  The stock awards are granted at
fair  market  value  and the related expense is recognized at the date of grant.
The  amount of expense recognized during the three- and nine-month periods ended
September  30,  2004,  and  2003,  related  to  the stock awards was immaterial.
Effective  April  1,  2001,  we  adopted  the  fair  value  expense  recognition
provisions  of  Statement  of Financial Accounting Standards No. 123, Accounting
for  Stock  Based  Compensation  (SFAS 123), prospectively, to all stock options
granted,  modified  or  settled  after April 1, 2001.  Accordingly, compensation
expense  is  measured  using  the  fair  value  at the date of grant for options
granted after April 1, 2001.  The resulting expense is amortized over the period
in which the options are earned.  During the three month periods ended September
30, 2004, and 2003, we charged $1,352 and $915, respectively, to expense related
to  stock  options.  During the nine month periods ended September 30, 2004, and
2003  we  charged  $4,314  and $2,986, respectively, to expense related to stock
options.  Previously,  and  since  April  1, 1996, we had adopted the disclosure
requirements  of  SFAS  123  and  continued  to account for our stock options by
applying  the  expense  recognition provisions of APB Opinion No. 25, Accounting
for  Stock  Issued  to  Employees  ("APB  25").

Had  we  used  the  fair  value expense recognition method of accounting for all
stock  options granted under our plans between April 1, 1996, and April 1, 2001,
net  earnings  and  net  earnings per common share for the three- and nine-month
periods  ended  September  30,  2004,  and  2003, would have been reduced to the
following  pro  forma  amounts:

<TABLE>
<CAPTION>



                                        THREE MONTHS ENDED  SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
<S>                                    <C>                                  <C>                                <C>       <C>
                                                                     2004                               2003      2004      2003
                                     ------------------------------------  ----------------------------------  --------  --------
Net earnings available for common
shareholders as reported. . . . . . .  $                           12,043   $                         13,441   $38,321   $37,137
                                     ------------------------------------  ----------------------------------  --------  --------
Add: stock based employee
compensation expense included in
reported net income, net of related
tax effects . . . . . . . . . . . . .                                 875                                622     2,937     2,108
Deduct: total stock based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects. .                                (875)                              (701)   (3,014)   (2,425)
                                     ------------------------------------  ----------------------------------  --------  --------
Pro forma net earnings. . . . . . . .  $                           12,043   $                         13,362   $38,244   $36,820
                                       -----------------------------------  ---------------------------------  --------  --------

Net earnings per common share:
  Basic
    As reported . . . . . . . . . . .  $                             0.40   $                           0.43   $  1.27   $  1.18
    Pro forma . . . . . . . . . . . .  $                             0.40   $                           0.43   $  1.26   $  1.17
  Diluted
    As reported . . . . . . . . . . .  $                             0.39   $                           0.43   $  1.24   $  1.17
    Pro forma . . . . . . . . . . . .  $                             0.39   $                           0.43   $  1.23   $  1.16
</TABLE>


NOTE  4.     Goodwill  and  Other  Intangible  Assets

Acquired  intangible assets as of September 30, 2004, and December 31, 2003, are
as  follows:

<TABLE>
<CAPTION>



<S>         <C>                  <C>                  <C>      <C>              <C>             <C>
                                                            AS OF
                                 SEPTEMBER 30, 2004                     DECEMBER 31, 2003
              Gross Carrying         Accumulated       Net    Gross Carrying     Accumulated      Net
                Amount              Amortization      Amount       Amount        Amortization   Amount
            -------------------  -------------------  -------  ---------------  --------------  -------
Patents. .  $            17,566  $           (7,764)  $ 9,802  $        17,566  $      (6,851)  $10,715
Trademarks               20,135              (2,098)   18,037           20,133         (1,951)   18,182
Others . .                2,666              (1,694)      972            2,628         (1,464)    1,164
            -------------------  -------------------  -------  ---------------  --------------  -------
   Total .  $            40,367  $          (11,556)  $28,811  $        40,327  $     (10,266)  $30,061
            ===================  ===================  =======  ===============  ==============  =======
</TABLE>

Included  in  the table above is the net carrying amount of $16,233 at September
30,  2004,  and  December 31, 2003, for trademarks which are not being amortized
due  to  the indefinite life associated with these assets.  Amortization expense
related  to  amortization of intangible assets for the three month periods ended
September  30,  2004,  and  2003, was $426 and $444, respectively.  Amortization
expense  related to amortization of intangible assets for the nine month periods
ended  September  30,  2004,  and  2003,  was  $1,304  and $1,506, respectively.
Useful  lives  for  amortizable  patents  are  approximately  15  years.  Other
intangible  assets  have  useful  lives  of  5  to  30  years.

Amortization expense for intangible assets is expected to approximate $1,739 for
each  of  the  next  five  years.

Goodwill carrying amounts for the periods ended September 30, 2004, and December
31, 2003, were $194,287 and $194,200, respectively. Goodwill carrying amounts by
segment  as  of  September 30, 2004, were: Advanced Surface Finishing, $122,156,
and Printing Solutions, $72,131.  We acquired a small company in our ASF Segment
in  Europe  that  resulted in an increase of goodwill of approximately $87.  The
purchase  of  this  company  resulted  in  an immaterial effect to our financial
statements  as  the  total  purchase  price  was  less  than  $165.

Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible  Assets  (SFAS  No.  142), stipulates that we are required to perform
goodwill and other intangible asset impairment tests on at least an annual basis
and  more  frequently  in  certain  circumstances.  We  will  perform our annual
impairment testing for 2004 during our fourth fiscal quarter.  Currently, we are
not aware of any event that occurred since our last impairment testing date that
would  have  caused  our  goodwill  or  intangible  assets  to  become impaired.


NOTE  5.     Comprehensive  Income

The  components  of  comprehensive  income for the three- and nine-month periods
ended  September  30,  2004,  and  2003,  are  as  follows:

<TABLE>
<CAPTION>



                                                          THREE MONTHS ENDED                         NINE MONTHS ENDED
                                                             SEPTEMBER 30,                              SEPTEMBER 30,
<S>                            <C>                                 <C>                               <C>       <C>
                                                             2004                              2003     2004      2003
                               ----------------------------------  --------------------------------  --------  -------
Net earnings. . . . . . . . .  $                           12,043  $                         13,441  $38,321   $37,137
Other comprehensive income:
Unrealized gain on available-
for-sale securities . . . . .                                  50                                 -       50         -
Foreign currency translation
   adjustment . . . . . . . .                               2,118                             1,903     (279)   11,218
                               ----------------------------------  --------------------------------  --------  -------
Comprehensive income. . . . .  $                           14,211  $                         15,344  $38,092   $48,355
                               ==================================  ================================  ========  =======
</TABLE>


NOTE  6.     Segment  Reporting

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

The  results  of  operations for each business segment include certain corporate
operating  costs  which  are allocated based on the relative burden each segment
bears  on  those  costs.  Identifiable  assets  for  each  business  segment are
reconciled  to total consolidated assets including unallocated corporate assets.
Unallocated  corporate assets consist primarily of deferred tax assets, deferred
bond  financing  fees and certain other long term assets not directly associated
with  the  support  of the individual segments.  Intersegment loans and accounts
receivable  are  included  in  the  calculation  of  identifiable assets and are
eliminated  separately.




<TABLE>
<CAPTION>



<S>                                  <C>        <C>        <C>        <C>
                                      THREE MONTHS ENDED     NINE MONTHS ENDED
                                         SEPTEMBER 30,         SEPTEMBER 30,
                                       2004       2003       2004       2003
                                     ---------  ---------  ---------  ---------
Results of operations by segment:
Net sales:
   Advanced Surface Finishing
Total segment net sales . . . . . .  $ 98,321   $ 87,075   $292,253   $261,337
Intersegment sales. . . . . . . . .    (2,185)    (1,633)    (6,253)    (5,297)
                                     ---------  ---------  ---------  ---------
 Net external sales for the segment    96,136     85,442    286,000    256,040
Printing Solutions. . . . . . . . .    65,449     64,215    202,650    201,740
                                     ---------  ---------  ---------  ---------
   Consolidated net sales . . . . .  $161,585   $149,657   $488,650   $457,780
                                     =========  =========  =========  =========

Operating profit (loss):
   Advanced Surface Finishing . . .  $ 16,276   $ 12,577   $ 46,742   $ 37,339
   Printing Solutions . . . . . . .     9,470     10,201     32,464     35,264
                                     ---------  ---------  ---------  ---------
     Consolidated operating profit.  $ 25,746   $ 22,778   $ 79,206   $ 72,603
                                     =========  =========  =========  =========
</TABLE>


<TABLE>
<CAPTION>



                                             AS OF
<S>                              <C>              <C>
                                   SEPTEMBER 30,    DECEMBER 31,
                                       2004            2003
                                 ---------------  --------------
Identifiable assets by segment:
Advanced Surface Finishing. . .  $      516,212   $     513,729
Printing Solutions. . . . . . .         240,014         268,204
Unallocated corporate assets. .         110,012          88,039
Intercompany eliminations . . .        (129,572)       (172,737)
                                 ---------------  --------------
   Consolidated assets. . . . .  $      736,666   $     697,235
                                 ===============  ==============
</TABLE>


NOTE  7.     Acquisition  Reserves

We  established  acquisition  reserves  (included in accrued expenses) in fiscal
year  1999 when recording the acquisition of W.Canning, plc.  The reorganization
of  employees  was  completed  in  2001.  The  reorganization  of  facilities is
proceeding  as  planned.  Five facilities have been closed with those activities
assimilated  elsewhere.  Negotiations  are  ongoing regarding the elimination of
certain  leased  facilities  and  sale  of  owned  facilities.  See  Note  11,
Contingencies  and  Legal  Matters,  regarding  environmental  activity at these
sites.

As of September 30, 2004, reserves of $411 remained in other accrued liabilities
on  the consolidated balance sheet, which relates to the facilities.  During the
three-  and  nine-months  ended September 30, 2004, we made cash payments of $48
and  $143,  respectively,  relating to these reserves.  Netting against our cash
payments  for  the  three and nine months ended September 30, 2004,  was $23 and
$70  in  rental  income  related  to  a  sublease  on  one  of  our  properties.


NOTE  8.      Discontinued  Operations

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

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

<TABLE>
<CAPTION>



<S>                                   <C>                   <C>
                                      THREE MONTHS ENDED    NINE MONTHS ENDED
                                      SEPTEMBER 30, 2003    SEPTEMBER 30, 2003

Net Sales. . . . . . . . . . . . . .  $            19,110   $            61,683

Income (loss) before income taxes. .                   96                   (58)
Income tax (expense) benefit . . . .                  (30)                   18
                                      --------------------  --------------------
Discountinued operations, net of tax  $                66   $               (40)
                                      ====================  ====================
</TABLE>


NOTE  9.

The  major  components  of inventory at September 30, 2004 and December 31, 2003
were  as  follows:

<TABLE>
<CAPTION>



<S>                         <C>                  <C>
                            SEPTEMBER 30, 2004   DECEMBER 31, 2003
                            -------------------  ------------------

Finished goods . . . . . .  $            41,767  $           37,396
Raw materials and supplies               29,077              30,062
Equipment. . . . . . . . .                7,474               8,317
                            -------------------  ------------------
Inventories. . . . . . . .  $            78,318  $           75,775
                            ===================  ==================
</TABLE>


NOTE  10.  Pension  and  postretirement  Benefits  Plans

The  following  table  shows  the components of the net periodic pension benefit
costs  we  incurred in the three-and nine-month periods ended September 30 2004,
and  2003:

<TABLE>
<CAPTION>



                                                      PENSION BENEFITS
                                     -----------------------------------------------
                                             THREE MONTHS ENDED   NINE MONTHS ENDED
                                               SEPTEMBER 30,        SEPTEMBER 30,
                                     ------------------  -------  --------  --------
<S>                                  <C>                 <C>      <C>       <C>
                                                  2004     2003      2004      2003
                                     ------------------  -------  --------  --------
Net periodic benefit cost:
Service Costs . . . . . . . . . . .  $             936   $  894   $ 2,808   $ 2,682
Interest Costs. . . . . . . . . . .                898      820     2,694     2,460
Expected return on plan assets. . .               (876)    (716)   (2,628)   (2,148)
Amortization of prior service costs                  6        6        18        18
Recognized actuarial (gain)/loss. .                 83       60       249       180
                                     ------------------  -------  --------  --------
Net periodic benefit cost . . . . .  $           1,047   $1,064   $ 3,141   $ 3,192
                                     ==================  =======  ========  ========
</TABLE>


The  estimated  net  periodic benefit cost for our other postretirement benefits
was  $160  and $480 for the three- and nine-months ended September 30, 2004, and
2003,  respectively.

We  previously disclosed in our financial statements for the year ended December
31,  2003,  that  we expected to contribute $3,136 to our pension plans in 2004.
As  of September 30, 2004, $2,000 of contributions have been made.  We currently
expect  to  contribute $1,136 to our pension plans during the remainder of 2004.

In  May  2004,  the  FASB  issued  Staff  Position No. FAS 106-2, Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug, Improvement,
and  Modernization  Act  of  2003,  (FAS  106-2).  We  adopted  FAS  106-2 as of
September 30, 2004, however due to the fact that the regulations surrounding the
Medicare  Prescription  Drug,  Improvement and Modernization Act of 2003 are not
yet  final,  our  adoption of this FAS had no effect on our financial statements
for  the  three  or  nine-month  periods  ended September 30, 2004.  See further
discussion in Item 2: Management's Discussion and Analysis, "Critical Accounting
Estimates."


NOTE  11.     Contingencies,  Environmental  and  Legal  Matters

Environmental  Issues:

The nature of the our operations, as manufacturers and distributors of specialty
chemical products and systems, expose us to the risk of liability or claims with
respect to environmental cleanup or other matters, including those in connection
with  the disposal of hazardous materials.  As such, we are 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.  We have incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws  and  regulations.  We  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, we maintain a disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at our plants to identify and categorize potential environmental
exposure.

We  are named as a potentially responsible party ("PRP") at two Superfund sites,
Fike-Artel  in Nitro, West Virginia and Solvent Recovery Service in Southington,
Connecticut.  There  are  many other PRPs involved at these sites.  With respect
to  both  of these sites,  we have entered into cost sharing agreements with the
applicable PRP groups and the Company's allocated cost share with regard to each
of these sites is deminimus at 0.2%. Our ongoing costs with respect to each site
generally  range  from  about $2-$4 thousand dollars per quarter. As a result of
the deminimus nature of the costs no specific reserve has been established.  The
Company has also been contacted with requests for information with regard to two
additional  sites,  Whitney Barrel in Massachusetts and the Lake Calumet Cluster
site  in  Illinois.  The  Company  has found no information connecting it or its
subsidiaries  to  these  sites and has not received a PRP notice regarding these
two  additional  sites.  As  a  result  no reserve is deemed appropriate in this
regard  at this time. While the ultimate costs of such liabilities are difficult
to  predict, we do not expect that our costs associated with these sites will be
material.

In  addition,  some  of  our  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 we are conducting environmental
investigations  and/or  cleanup  activities.  These  sites include certain sites
acquired  in  the  December  1998,  acquisition  of  W. Canning plc, such as the
Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  We  have  established an
environmental remediation reserve of $1,700, predominantly attributable to those
Canning  sites  that  we  believe  will require environmental remediation.  With
respect  to those sites, we also believe that our Canning subsidiary is entitled
under  the  Acquisition  Agreement  ("the  acquisition agreement") to withhold a
deferred  purchase price payment of approximately $1,600.  We estimate the range
of  cleanup  costs  at  the  Canning  sites  between  $2,000 and $5,000 and have
recorded  a  $3,300  accrual  (comprised of the foregoing $1,700 reserve and the
$1,600  deferred  purchase  price)  related  to  these  costs,  representing
management's  best  estimate  of  total costs within this range.  Investigations
into  the  extent  of contamination, however, are ongoing with respect to  these
sites.  To the extent our liabilities exceed the $1,600 deferred purchase price,
we may be entitled to additional indemnification payments.  Such recovery may be
uncertain, however, and would likely involve significant litigation expense.  We
have  instituted  an  arbitration to enforce the obligations of other parties to
the  acquisition agreement concerning the remediation of the Kearney, New Jersey
and  Waukegan,  Illinois  sites.  The  arbitration  has  been  concluded  with a
confirmation,  in  our favor, that the former primary shareholders of the entity
that  operated  the Kearney, New Jersey site are responsible for its remediation
to  applicable  state  standards  and  an  order  to  establish  a time line for
completion of the remediation.  We expect that the remediation will take several
years.  We are continuing to monitor the environmental condition at the Waukegan
site.  Significant  remediation  activities  have  already been concluded on the
Waukegan  site,  however,  it  has  not  yet  been determined whether additional
remediation  activities  will  be  required.  We  are  also  in  the  process of
characterizing  contamination  at  our Huntingdon Avenue, Waterbury, Connecticut
site  which  was  closed in the quarter ended September 30, 2003.  The extent of
required  remediation  activities at the Huntingdon Avenue site has not yet been
determined.  We have recorded a reserve of $650 with regard to this remediation.
We  do  not  anticipate  that  we  will  be materially affected by environmental
remediation  costs,  or any related claims, at any contaminated sites, including
the Canning sites and the Huntingdon Avenue, Waterbury, Connecticut site.  It is
difficult,  however,  to  predict  the  final  costs and timing of costs of site
remediation.  Ultimate  costs  may vary from current estimates and reserves, and
the  discovery  of  additional  contaminants  at  these  or  other  sites or the
imposition  of  additional  cleanup  obligations, or third-party claims relating
thereto,  could  result  in  significant  additional  costs.

Legal  Proceedings:

From  time  to  time there are various legal proceedings pending against us.  We
consider  all  such proceedings to be ordinary litigation incident to the nature
of our business.  Certain claims are covered by liability insurance.  We believe
that  the  resolution  of  these claims, to the extent not covered by insurance,
will not individually or in the aggregate, have a material adverse effect on its
financial  position  or  results  of  operations.  To  the  extent  reasonably
estimable,  reserves  have been established regarding pending legal proceedings.


NOTE  13.     Guarantor  Financial  Statements

MacDermid,  Inc.  ("Issuer")  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 100%
owned  domestic  restricted subsidiaries of MacDermid, Inc. ("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.  Our  foreign subsidiaries ("Non-Guarantors") are not guarantors
of  the  indebtedness  under  the  Bond  Offering.

The  equity  method  was  used by MacDermid, Inc. with respect to investments in
subsidiaries.  The  equity  method  also  has been used by subsidiary guarantors
with respect to investments in non-guarantor subsidiaries.  Financial statements
for  subsidiary  guarantors  are  presented as a combined entity.  The financial
information  includes  certain  allocations  of  revenues  and expenses based on
management's  best  estimates,  which  are  not  necessarily  indicative  of the
financial  position,  results  of  operations and cash flows that these entities
would  have achieved on a stand-alone basis.  Therefore, these statements should
be  read  in  conjunction  with  the consolidated financial statements and notes
thereto  included  in  our  Annual  Report for the year ended December 31, 2003.

The  following  financial  information  sets  forth  our Condensed Consolidating
Balance  Sheets  as  of September 30, 2004, and December 31, 2003; the Condensed
Consolidating  Statements  of  Earnings  for  the  three- and nine-month periods
ending  September 30, 2004, and 2003; and the Condensed Consolidating Statements
of  Cash  Flows  for  the  nine  months  ending  September  30,  2004, and 2003.


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
SEPTEMBER  30,  2004
(Unaudited)


                                                                                                 MACDERMID
                                                 GUARANTOR     NONGUARANTOR                     INCORPORATED
<S>                                 <C>         <C>            <C>             <C>             <C>
                                      ISSUER    SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                                    ----------  -------------  --------------  --------------  -----------------
Assets
----------------------------------
Current assets:
Cash and cash equivalents. . . . .  $   63,210  $       1,361  $      47,482   $           -   $         112,053
Accounts receivables, net. . . . .      11,181         15,626        108,274               -             135,081
Due (to) from affiliates . . . . .      13,561         74,862        (88,423)              -                   -
Inventories, net . . . . . . . . .       5,694         22,368         50,256               -              78,318
Prepaid expenses . . . . . . . . .       1,165          2,468          5,798               -               9,431
Deferred income taxes. . . . . . .      17,883              -          6,281               -              24,164
                                    ----------  -------------  --------------  --------------  -----------------
Total current assets . . . . . . .     112,694        116,685        129,668               -             359,047

Property, plant and equipment, net      14,494         34,023         55,800               -             104,317
Goodwill . . . . . . . . . . . . .      21,680         68,574        104,033               -             194,287
Intangibles, net . . . . . . . . .           -          5,171         23,640               -              28,811
Investments in subsidiaries. . . .     458,124        228,734              -        (686,858)                  -
Deferred income taxes. . . . . . .      19,745              -         13,199               -              32,944
Other assets, net. . . . . . . . .       6,269          4,047          6,944               -              17,260
                                    ----------  -------------  --------------  --------------  -----------------
                                    $  633,006  $     457,234  $     333,284   $    (686,858)  $         736,666
                                    =========  ==============  =============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS  (CONTINUED)
SEPTEMBER  30,  2004
(Unaudited)


                                                                                                   MACDERMID
                                                   GUARANTOR     NONGUARANTOR                     INCORPORATED
<S>                                   <C>         <C>            <C>            <C>             <C>
                                        ISSUER    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS    AND SUBSIDIARIES
                                      ----------  -------------  -------------  --------------  -----------------
Liabilities and Shareholders' equity
------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . .  $    9,508  $       6,878  $      36,235  $           -   $          52,621
Accrued compensation . . . . . . . .       3,395          1,983          6,125              -              11,503
Accrued interest . . . . . . . . . .       5,891              -              5              -               5,896
Accrued income taxes payable . . . .       4,201          1,082          5,898              -              11,181
Other current liabilities. . . . . .      13,301          5,792         25,051              -              44,144
                                      ----------  -------------  -------------  --------------  -----------------
Total current liabilities. . . . . .      36,296         15,735         73,314              -             125,345

Long-term obligations. . . . . . . .     300,354            324            380              -             301,058
Retirement benefits, less
current portion. . . . . . . . . . .      14,775              -          5,504              -              20,279
Deferred income taxes. . . . . . . .           -              -          7,308              -               7,308
Other long-term liabilities. . . . .       3,414            260            835              -               4,509
                                      ----------  -------------  -------------  --------------  -----------------
Total liabilities. . . . . . . . . .     354,839         16,319         87,341              -             458,499
                                      ----------  -------------  -------------  --------------  -----------------

Total shareholders' equity . . . . .     278,167        440,915        245,943       (686,858)            278,167
                                      ----------  -------------  -------------  --------------  -----------------
Total Liabilities and
Shareholders' Equity . . . . . . . .  $  633,006  $     457,234  $     333,284  $    (686,858)  $         736,666
                                      ==========  =============  =============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  BALANCE  SHEETS
DECEMBER  31,  2003


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

Property, plant and equipment, net      13,962         39,386         60,294               -             113,642
Goodwill . . . . . . . . . . . . .      21,680         68,574        103,946               -             194,200
Intangibles, net . . . . . . . . .           -          5,672         24,389               -              30,061
Investments in subsidiaries. . . .     391,289        232,851              -        (624,140)                  -
Deferred income taxes. . . . . . .      29,601              -          2,158               -              31,759
Other assets, net. . . . . . . . .       8,196          6,532          7,530               -              22,258
                                    ----------  -------------  --------------  --------------  -----------------
                                    $  608,352  $     408,646  $     304,377   $    (624,140)  $         697,235
                                    ==========  =============  ==============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>


CONSOLIDATED  BALANCE  SHEETS  (CONTINUED)
DECEMBER  31,  2003


                                                                                                         MACDERMID
                                                        GUARANTOR     NONGUARANTOR                      INCORPORATED
<S>                                        <C>         <C>            <C>             <C>             <C>
                                             ISSUER    SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                                           ----------  -------------  --------------  --------------  -----------------
Liabilities and Shareholders' equity
-----------------------------------------
Current liabilities:
Accounts payable. . . . . . . . . . . . .  $    8,281  $       7,268  $      38,512   $           -   $          54,061
Accrued compensation. . . . . . . . . . .       3,534          2,025          6,301               -              11,860
Accrued interest. . . . . . . . . . . . .      12,658              -             74               -              12,732
Accrued income taxes payable. . . . . . .      13,095            882        (10,757)              -               3,220
Other current liabilities . . . . . . . .      12,965          6,631         24,154               -              43,750
                                           ----------  -------------  --------------  --------------  -----------------
Total current liabilities . . . . . . . .      50,533         16,806         58,284               -             125,623

Long-term obligations . . . . . . . . . .     300,265            524            414               -             301,203
Retirement benefits, less current portion      15,123              -          5,556               -              20,679
Deferred income taxes . . . . . . . . . .           -              -          6,232               -               6,232
Other long-term liabilities . . . . . . .       3,419             27          1,040               -               4,486
                                           ----------  -------------  --------------  --------------  -----------------
Total liabilities . . . . . . . . . . . .     369,340         17,357         71,526               -             458,223
                                           ----------  -------------  --------------  --------------  -----------------

Total shareholders' equity. . . . . . . .     239,012        391,289        232,851        (624,140)            239,012
                                           ----------  -------------  --------------  --------------  -----------------
Total liabilities and
stockholders' equity. . . . . . . . . . .  $  608,352  $     408,646  $     304,377   $    (624,140)  $         697,235
                                           ==========  =============  ==============  ==============  =================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2004
(Unaudited)


                                                                                               MACDERMID
                                             GUARANTOR      NONGUARANTOR                      INCORPORATED
<S>                            <C>          <C>             <C>             <C>             <C>
                               ISSUER       SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                               -----------  --------------  --------------  --------------  ------------------
Net sales . . . . . . . . . .  $   22,661   $      39,454   $     103,880   $      (4,410)  $         161,585
Cost of sales . . . . . . . .      14,225          16,938          58,457          (4,410)             85,210
                               -----------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .       8,436          22,516          45,423               -              76,375

Operating expenses:
Selling, technical and
administrative. . . . . . . .      11,694           7,536          26,024               -              45,254
Research and development. . .       1,583           1,897           1,895               -               5,375
                               -----------  --------------  --------------  --------------  ------------------
                                   13,277           9,433          27,919               -              50,629
                               -----------  --------------  --------------  --------------  ------------------
Operating (loss) profit . . .      (4,841)         13,083          17,504          25,746

Equity in earnings of
subsidiaries. . . . . . . . .      20,638          13,098               -         (33,736)                  -
Interest income . . . . . . .         159               6             202               -                 367
Interest expense. . . . . . .      (7,641)             (6)             (7)              -              (7,654)
                               -----------  --------------  --------------  --------------  ------------------
Miscellaneous income
(expense), net. . . . . . . .         102             (45)             35               -                  92
                               -----------  --------------  --------------  --------------  ------------------
                                   13,258          13,053             230         (33,736)             (7,195)
                               -----------  --------------  --------------  --------------  ------------------

Earnings (loss) before taxes.       8,417          26,136          17,734         (33,736)             18,551
Income tax benefit
(expense) . . . . . . . . . .       3,626          (5,498)         (4,636)              -              (6,508)
                               -----------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $   12,043   $      20,638   $      13,098   $     (33,736)  $          12,043
                               ===========  ==============  ==============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  SEPTEMBER  30,  2003
(Unaudited)


                                                                         UNRESTRICTED                      MACDERMID
                                          GUARANTOR      NONGUARANTOR    NONGUARANTOR                    INCORPORATED
<S>                      <C>             <C>             <C>             <C>            <C>             <C>
                            ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    AND SUBSIDIARIES
                         --------------  --------------  --------------  -------------  --------------  ------------------
Net sales . . . . . . .  $      20,867   $      39,351   $      93,040   $           -  $      (3,601)  $         149,657
Cost of sales . . . . .         13,876          18,771          50,695               -         (3,601)             79,741
                         --------------  --------------  --------------  -------------  --------------  ------------------
Gross profit. . . . . .          6,991          20,580          42,345               -              -              69,916

Operating expenses:
Selling, technical and
administrative. . . . .          9,702           7,961          24,525               -              -              42,188
Research and
development . . . . . .          1,789           1,690           1,471               -              -               4,950
                         --------------  --------------  --------------  -------------  --------------  ------------------
                                11,491           9,651          25,996               -              -              47,138
                         --------------  --------------  --------------  -------------  --------------  ------------------
Operating profit (loss)         (4,500)         10,929          16,349               -              -              22,778

Equity in earnings of
subsidiaries. . . . . .         18,758          10,878              66               -        (29,702)                  -
Interest income . . . .             25              27              68               -              -                 120
Interest expense. . . .         (7,938)          1,112            (724)              -              -              (7,550)
Miscellaneous income
(expense), net. . . . .          2,766             102             (35)              -              -               2,833
                         --------------  --------------  --------------  -------------  --------------  ------------------
                                13,611          12,119            (625)              -              -              (4,597)
                         --------------  --------------  --------------  -------------  --------------  ------------------

Earnings (loss) from
continuing operations
before taxes. . . . . .          9,111          23,048          15,724               -        (29,702)             18,181
Income tax benefit
(expense) . . . . . . .          3,316          (4,290)         (4,846)              -              -              (5,820)
                         --------------  --------------  --------------  -------------  --------------  ------------------
Earnings from
continuing operations .         12,427          18,758          10,878               -        (29,702)             12,361
Discontinued
operations. . . . . . .              -               -               -              66              -                  66
Cumulative effect of
accounting change . . .          1,014               -               -               -              -               1,014
                         --------------  --------------  --------------  -------------  --------------  ------------------
Net earnings (loss) . .  $      13,441   $      18,758   $      10,878   $          66  $     (29,702)  $          13,441
                         ==============  ==============  ==============  =============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2004
(Unaudited)


                                                                                               MACDERMID
                                             GUARANTOR      NONGUARANTOR                      INCORPORATED
<S>                            <C>          <C>             <C>             <C>             <C>
                                 ISSUER     SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                               -----------  --------------  --------------  --------------  ------------------
Net sales . . . . . . . . . .  $   69,960   $     120,589   $     311,403   $     (13,302)  $         488,650
Cost of sales . . . . . . . .      45,348          51,216         173,413         (13,302)            256,675
                               -----------  --------------  --------------  --------------  ------------------
Gross profit. . . . . . . . .      24,612          69,373         137,990               -             231,975

Operating expenses:
Selling, technical and
administrative. . . . . . . .      33,510          22,214          81,117               -             136,841
Research and development. . .       5,103           5,424           5,401               -              15,928
                               -----------  --------------  --------------  --------------  ------------------
                                   38,613          27,638          86,518               -             152,769
                               -----------  --------------  --------------  --------------  ------------------
Operating profit (loss) . . .     (14,001)         41,735          51,472               -              79,206

Equity in earnings of
subsidiaries. . . . . . . . .      62,886          37,724               -       (107,118))                  -
Interest income . . . . . . .         283              16             480               -                 779
Interest expense. . . . . . .     (23,067)            (18)           (236)              -             (23,321)
Miscellaneous income
(expense), net. . . . . . . .         769             129            (367)              -                 531
                               -----------  --------------  --------------  --------------  ------------------
                                   40,871          37,851            (123)       (107,118)            (22,011)
                               -----------  --------------  --------------  --------------  ------------------

Earnings (loss) before taxes.      26,870          79,586          51,349        (107,118)             57,195
Income tax benefit
(expense) . . . . . . . . . .      11,451         (16,700)        (13,625)              -             (18,874)
                               -----------  --------------  --------------  --------------  ------------------
Net earnings (loss) . . . . .  $   38,321   $      62,886   $      37,724   $    (107,118)  $          38,321
                               ===========  ==============  ==============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  STATEMENTS  OF  EARNINGS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2003
(Unaudited)


                                                                         UNRESTRICTED                      MACDERMID
                                          GUARANTOR      NONGUARANTOR    NONGUARANTOR                     INCORPORATED
<S>                      <C>             <C>             <C>             <C>             <C>             <C>
                            ISSUER       SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    AND SUBSIDIARIES
                         --------------  --------------  --------------  --------------
Net sales . . . . . . .  $      65,938   $     125,671   $     278,346   $           -   $     (12,175)  $         457,780
Cost of sales . . . . .         42,512          57,430         153,761               -         (12,175)            241,528
                         --------------  --------------  --------------  --------------  --------------  ------------------
Gross profit. . . . . .         23,426          68,241         124,585               -               -             216,252

Operating expenses:
Selling, technical and
administrative. . . . .         31,339          25,221          72,413               -               -             128,973
Research and
development . . . . . .          5,084           5,119           4,473               -               -              14,676
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                36,423          30,340          76,886               -               -             143,649
                         --------------  --------------  --------------  --------------  --------------  ------------------
Operating profit (loss)        (12,997)         37,901          47,699               -               -              72,603

Equity in earnings of
subsidiaries. . . . . .         57,355          31,064             (40)              -         (88,379)                  -
Interest income . . . .            105             133             388               -               -                 626
Interest expense. . . .        (24,123)          3,356          (2,452)              -               -             (23,219)
Miscellaneous income
(expense), net. . . . .          3,029             380            (237)              -               -               3,172
                         --------------  --------------  --------------  --------------  --------------  ------------------
                                36,366          34,933          (2,341)              -         (88,379)            (19,421)
                         --------------  --------------  --------------  --------------  --------------  ------------------

Earnings (loss) from
continuing operations
before taxes. . . . . .         23,369          72,834          45,358               -         (88,379)             53,182
Income tax benefit
(expense) . . . . . . .         12,754         (15,479)        (14,294)              -               -             (17,019)
                         --------------  --------------  --------------  --------------  --------------  ------------------
Earnings from
continuing operations .         36,123          57,355          31,064         (88,379)         36,163
Discontinued
operations. . . . . . .              -               -               -             (40)              -                 (40)
Cumulative effect of
accounting change . . .          1,014               -               -               -               -               1,014
                         --------------  --------------  --------------  --------------  --------------  ------------------
Net earnings (loss) . .  $      37,137   $      57,355   $      31,064   $         (40)  $     (88,379)  $          37,137
                         ==============  ==============  ==============  ==============  ==============  ==================
</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2004
(Unaudited)


                                                                                  MACDERMID
                                                GUARANTOR      NONGUARANTOR      INCORPORATED
<S>                              <C>          <C>             <C>             <C>
                                  ISSUER       SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                               -------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $  (17,419)  $      31,137   $      43,390   $          57,108

Investing activities:
Capital expenditures. . . . . .      (2,267)           (945)         (2,721)             (5,933)
Proceeds from disposition of
fixed assets. . . . . . . . . .           1           2,211             509               2,721
                               -------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .      (2,266)          1,266          (2,212)             (3,212)

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .           -               -            (533)               (533)
Proceeds from long-term
borrowings. . . . . . . . . . .          25               -               -                  25
Repayments of long-term
borrowings. . . . . . . . . . .      43,836         (27,040)        (17,289)               (493)
Issuance of treasury shares . .          31               -               -                  31
Proceeds from exercise of
stock options . . . . . . . . .         285               -               -                 285
Dividends paid. . . . . . . . .      20,423          (5,288)        (17,558)             (2,423)
                               -------------  --------------  --------------  ------------------
Net cash flows provided by
(used in) financing activities.      64,600         (32,328)        (35,380)             (3,108)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .           -               -             (29)                (29)
                               -------------  --------------  --------------  ------------------
Net increase (decrease) in
cash and cash equivalents . . .      44,915              75           5,769              50,759

Cash and cash equivalents at
beginning of period . . . . . .      18,295           1,286          41,713              61,294
                               -------------  --------------  --------------  ------------------
Cash and cash equivalents at
end of period . . . . . . . . .  $   63,210   $       1,361   $      47,482   $         112,053
                               =============  ==============  ==============  ==================

</TABLE>


<TABLE>
<CAPTION>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
NINE  MONTHS  ENDED  SEPTEMBER  30,  2003
(Unaudited)


                                                                                  UNRESTRICTED       MACDERMID
                                                   GUARANTOR      NONGUARANTOR    NONGUARANTOR      INCORPORATED
<S>                              <C>             <C>             <C>             <C>             <C>
                                    ISSUER        SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    AND SUBSIDIARIES
                               ----------------  --------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by operating
activities. . . . . . . . . . .  $     (19,160)  $      33,233   $      46,454   $       1,732   $          62,259

Investing activities:
Capital expenditures. . . . . .         (3,487)           (728)         (2,443)           (521)             (7,179)
Proceeds from disposition of
fixed assets. . . . . . . . . .          1,590               -              98               -               1,688
                               ----------------  --------------  --------------  --------------  ------------------
Net cash flows (used in)
provided by investing
activities. . . . . . . . . . .         (1,897)           (728)         (2,345)           (521)             (5,491)
                               ----------------  --------------  --------------  --------------  ------------------

Financing activities:
Net proceeds from
(repayments of) short-term
borrowings. . . . . . . . . . .         33,919         (25,528)        (13,171)             45              (4,735)
Proceeds from long-term
borrowings. . . . . . . . . . .              -               -               -           3,570               3,570
Repayments of long-term
borrowings. . . . . . . . . . .              -               -            (383)         (4,984)             (5,367)
Proceeds from stock options . .            812               -               -               -                 812
Purchase of treasury shares . .        (51,753)              -               -               -             (51,753)
Dividends paid. . . . . . . . .         32,728          (7,638)        (27,936)              -              (2,846)
                               ----------------  --------------  --------------  --------------  ------------------
Net cash flows provided by
(used in) financing activities.         15,706         (33,166)        (41,490)         (1,369)            (60,319)

Effect of exchange rate
changes on cash and cash
equivalents . . . . . . . . . .              -               -           1,635               2               1,637
                               ----------------  --------------  --------------  --------------  ------------------
Net increase (decrease) in
cash and cash equivalents . . .         (5,351)           (661)          4,254            (156)             (1,914)

Cash and cash equivalents at
beginning of period . . . . . .         14,153           2,314          15,268             284              32,019
                               ----------------  --------------  --------------  --------------  ------------------
Cash and cash equivalents at
end of period . . . . . . . . .  $       8,802   $       1,653   $      19,522   $         128   $          30,105
                               ================  ==============  ==============  ==============  ==================

</TABLE>


ITEM  2:

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          (IN THOUSAND OF DOLLARS, EXCEPT SHARES AND PER SHARE AMOUNTS)

CONSOLIDATED  OVERVIEW

EXECUTIVE  OVERVIEW

Our  consolidated  business  consists of two business segments, Advanced Surface
Finishing  and Printing Solutions.  The Advanced Surface Finishing (ASF) segment
supplies  chemicals  used  for  finishing  metals  and non-metallic surfaces for
automotive  and  other  industrial applications, electro-plating metal surfaces,
etching,  and  imaging  to imprint electrical patterns on circuit boards for the
electronics  industry, and offshore lubricants and cleaners for the offshore oil
and  gas markets.  The Printing Solutions (MPS) segment supplies a complete line
of  offset  printing blankets, photo-polymer plates and digital printers for use
in the commercial printing and packaging industries for image transfer.  In both
of  our  business  segments,  we  continue  to  invest  significant resources in
research  and  development  and  intellectual  properties  such  as  patents,
trademarks,  copyrights  and  trade  secrets  as  our  business depends on these
activities  for  our  financial  stability  and  future  growth.

Our  products  are  sold  in  a competitive, global economy, which exposes us to
certain  currency,  economic  and  regulatory  risks  and  opportunities.  As of
September  30, 2004, approximately 60% of our net sales and 70% our identifiable
assets  were  denominated  in currencies other than the US dollar, predominantly
the  Euro, British Pound Sterling (GBP), Yen (Yen), and the Hong Kong Dollar. We
do not manage our foreign currency exposure in a manner that would eliminate the
effects  of  changes  in  foreign exchange rates on our earnings, cash flows and
fair  values  of  assets  and liabilities, and as such our financial performance
could  be positively or negatively impacted by changes in foreign exchange rates
in  any  given reporting period. During all periods presented, net sales and net
earnings  were positively impacted by the effect of foreign currency translation
resulting primarily from the aforementioned currencies strengthening against the
US  dollar  compared  to  the  same periods in 2003, as discussed further below.

We focus on growing revenues and the generation of cash from operations in order
to  build  shareholder  value.  Specifically,  we plan to improve top line sales
growth  over  the  longer  term  by  focusing  on:
-     Utilizing  our  technical  service  and  outstanding products to penetrate
global  markets  for  all  products,
-     supporting  working  capital  initiatives focused on maximizing cash flows
during  a  period  of  continued  economic  uncertainty  in our primary markets,
-     emphasizing  efficiency  improvements  throughout  the  organization,
-     adding  new  products  through  internal research and development, relying
heavily  on  our  internal  knowledge  base,  and
-     acquiring  strategically  sound  companies  or  products.

Our  competitors  include  many  large  multi-national  chemical  firms based in
Europe,  Asia,  and the US.  New competitive products or pricing policies of our
competitors  can materially affect demand for and pricing of our products, which
could  have  a  significant  impact  on  our  financial  results.

Our performance for the third quarter and first nine months of 2004 reflects the
results  of  our  key  opportunities, philosophies and risks, as outlined above.
Specifically,  we  continued  to  experience  a positive impact on our financial
results  due to higher sales of proprietary goods in the ASF segment, especially
industrial  products  and  electronics.  We  also  experienced favorable foreign
currency  translation  for  all  periods  presented as discussed above.  Our MPS
business  suffered  the  impacts  of  a  soft sales market and decreased volume,
resulting  in  an  offsetting decrease in consolidated net sales.  We also began
realizing the benefits of cost-saving initiatives implemented in 2003, which had
a  positive  effect  on  margins  and  operating  profits.

From  a  cash flow standpoint, we continue to maintain a high level of liquidity
as  we have in previous quarters as we generate substantial amounts of cash from
our  normal  operations.  We have not taken on a significant portion of new debt
and  have  benefited  year-over-year  from  lower  debt  repayments.

The  following summary of results further explains the results of our operations
during  the  three- and nine-month periods ended September 30, 2004, in addition
to  an  analysis  of  our  liquidity  as  of  the  end  of  the  period.


<TABLE>
<CAPTION>


SUMMARY  OF  THE  CONSOLIDATED  RESULTS  FOR  THE  QUARTER  AND  NINE  MONTHS  ENDED  SEPTEMBER  30,  2004


<S>                      <C>        <C>        <C>       <C>        <C>        <C>        <C>       <C>
                         THREE MONTHS ENDED              CURRENCY    NINE MONTHS ENDED              CURRENCY
                            SEPTEMBER 30,                ADJUSTED      SEPTEMBER 30,                ADJUSTED
                           2004       2003     %CHANGE   %CHANGE*     2004       2003     %CHANGE   %CHANGE*
                         ---------  ---------  --------  ---------  ---------  ---------  --------  ---------
                                              Favorable(Unfavorable)                   Favorable(Unfavorable)
Net sales . . . . . . .  $161,585   $149,657       8.0%       4.0%  $488,650   $457,780       6.7%       1.9%
Cost of sales . . . . .    85,210     79,741     (6.9%)     (2.9%)   256,675    241,528     (6.3%)     (1.2%)
                         ---------  ---------                       ---------  ---------
    Gross profit. . . .    76,375     69,916       9.2%       5.3%   231,975    216,252       7.3%       2.7%
                         ---------  ---------                       ---------  ---------

Gross profit percentage      47.3%      46.7%       **         **       47.5%      47.2%       **         **

Operating expenses. . .    50,629     47,138     (7.4%)     (3.4%)   152,769    143,649     (6.3%)     (1.7%)
                         ---------  ---------
    Operating profit. .    25,746     22,778      13.0%       9.2%    79,206     72,603       9.1%       4.6%

Interest income
(expense), net. . . . .    (7,287)    (7,430)      1.9%       1.9%   (22,542)   (22,593)      0.2%       0.2%
Other income. . . . . .        92      2,833        **         **        531      3,172        **         **
                         ---------  ---------                       ---------  ---------
                           (7,195)    (4,597)   (56.5%)    (53.5%)   (22,011)   (19,421)   (13.3%)    (11.7%)
                         ---------  ---------                       ---------  ---------

Earnings from
continuing operations
before income taxes . .    18,551     18,181       2.0%     (1.8%)    57,195     53,182       7.6%       2.1%
Income taxes. . . . . .    (6,508)    (5,820)   (11.8%)     (7.2%)   (18,874)   (17,019)   (10.9%)     (4.8%)
                         ---------  ---------                       ---------  ---------
Earnings from
continuing operations .    12,043     12,361     (2.6%)     (6.0%)    38,321     36,163       6.0%       0.8%
Discontinued
operations, net of tax.         -         66        **         **          -        (40)       **         **
Cumulative effect of
accounting change . . .         -      1,014        **         **          -      1,014        **         **
                         ---------  ---------                       ---------  ---------
Net earnings. . . . . .  $ 12,043   $ 13,441    (10.4%)    (13.6%)  $ 38,321   $ 37,137       3.2%     (1.7%)
                         =========  =========                       =========  =========

Diluted earnings
per share . . . . . . .  $   0.39   $   0.43     (9.3%)    (13.3%)  $   1.24   $   1.17       6.0%       0.8%
                         =========  =========                       =========  =========
<FN>

*  Currency  adjusted  percent  change  is  calculated  based  on  a  constant  foreign  exchange  rate
period-over-period.  Management  believes  this  more  accurately  reflects  true fluctuation in the business
without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>


<TABLE>
<CAPTION>

SUMMARY  OF  KEY  SEGMENTED  RESULTS  FOR  THE  QUARTER  AND  NINE MONTHS  ENDED  SEPTEMBER  30,  2004



<PAGE>
<S>                 <C>        <C>        <C>       <C>        <C>       <C>       <C>       <C>

                    THREE MONTHS ENDED              CURRENCY   NINE MONTHS ENDED             CURRENCY
                       SEPTEMBER 30,                ADJUSTED     SEPTEMBER 30,               ADJUSTED
                      2004       2003     %CHANGE   %CHANGE*    2004      2003     %CHANGE   %CHANGE*
                    ---------  ---------  --------  ---------  --------  --------  --------  ---------
                                         Favorable(Unfavorable)                 Favorable(Unfavorable)

ADVANCED SURFACE
FINISHING
Total net sales. .  $ 96,136   $ 85,442      12.5%       7.4%  286,000   256,040      11.7%       5.4%
Operating profit .  $ 16,276   $ 12,578      29.4%      22.9%   46,742    37,339      25.2%      17.2%
Operating profit
percentage . . . .      16.9%      14.7%       **         **      16.3%     14.6%       **         **

PRINTING SOLUTIONS
Total net sales. .  $ 65,449   $ 64,215       1.9%     (0.5%)  202,650   201,740       0.5%     (2.7%)
Operating profit .  $  9,470   $ 10,200     (7.2%)     (8.4%)   32,464    35,264     (7.9%)     (9.5%)
Operating profit
percentage . . . .      14.5%      15.9%       **         **      16.0%     17.5%        **        **

CONSOLIDATED TOTAL
Total net sales. .  $161,585   $149,657       8.0%       4.0%  488,650   457,780       6.7%       1.9%
Operating profit .  $ 25,746   $ 22,778      13.0%       9.2%   79,206    72,603       9.1%       4.6%
Operating profit
percentage . . . .      15.9%      15.2%       **         **      16.2%     15.9%       **         **
<FN>

*  Currency  adjusted  percent  change  is  calculated  based  on  a  constant  foreign  exchange rate
period-over-period.  Management  believes  this  more  accurately  reflects  true  fluctuation  in the
business  without  the  effect  of  changing  exchange  rates.
**  Not  a  meaningful  statistic.
</TABLE>


NET  SALES

During the three- and nine-month periods ended September 30, 2004, our net sales
grew  at  8% and 6.7%, respectively, compared to the same periods in 2003.  On a
currency-adjusted  basis,  net sales grew 4.0% and 1.9%, respectively, primarily
representing  volume  increases in our ASF business.  Our ASF business benefited
from  volume  growth  in both our electronics and industrial products divisions,
especially in Asia, where volume growth was concentrated primarily in China.  In
the Americas, a healthier economy also aided in volume growth in the electronics
and industrial products division.  Offsetting these increases was a reduction in
overall  sales volume in our Printing Solutions segment caused by a soft market,
the  timing  of  bulk  sales,  some  of which we believe will be pushed into the
fourth quarter, and the effects of changes in our distribution system wherein we
beginning  to  sell  directly  to our customer in some segments of the business.

COST  OF  SALES  AND  GROSS  PROFIT

Cost  of  sales  during  the  three  months  ended September 30, 2004, increased
approximately  $5.5  million  when compared to the same period in the prior year
driven  by  the  strengthening of foreign currencies, particularly the Euro, the
GBP,  the  Yen  and  the  Hong  Kong  dollar.  Excluding  the effects of foreign
currency,  our cost of sales for the quarter increased slightly due to increased
volume  in  the ASF segment offset partially by lower volume in the MPS segment.
From a gross profit perspective, margins increased slightly, driven by favorable
product  mix  in  the  ASF segment offset slightly by the de-leveraging of fixed
overhead  costs  in  the  MPS  segment  caused  by  lower  volume.

On  a  year-to-date basis, cost of sales increased at a pace consistent with our
increase  in net sales over the same period in the prior year.  The increase was
attributable  to  the  same  factors as in the quarter.  Gross margin was fairly
consistent  year-over-year,  representing  the  full-year effects of the factors
above  and  the  benefits  of cost-saving initiatives implemented in 2003 in our
Americas  ASF  business.

OPERATING  EXPENSES

Operating  expenses  increased 7.4% during the third quarter of 2004 compared to
the  third  quarter  of  2003  due  primarily  to the effect of foreign currency
translation  rates.  Excluding  the  effects  of  foreign  currency translation,
operating  expenses  increased  3.2% due to increases in employee-related costs,
increases  in  research  and  development  activity  and  a  few  large bad debt
write-offs  during  the  quarter.

Year-to-date,  2004  operating  expenses increased compared to the previous year
almost  entirely  due  to  foreign currency fluctuation.  On a currency-adjusted
basis,  operating expenses increased almost 2% year-over-year.  This 2% increase
was  driven by the same factors as the quarterly comparison above, however these
year-to-date  trends  were  partially  offset  by  the  realization  of benefits
resulting  from  cost  reduction  efforts  throughout  2003.

OPERATING  PROFIT

During  the  three-  and  nine-months ended September 30, 2004, operating profit
grew  approximately  13% and 9%, respectively.  As a percent of sales, operating
profit  was  a  relatively  constant  15% to 16% for all periods presented.  Our
operating  profit  increases  were the result of improved business conditions in
the  ASF  segment  as  discussed  above  and  favorable currency exchange rates.

INTEREST  INCOME  (EXPENSE)

Interest  income  (expense), net remained relatively constant for the three- and
nine-months  ended  September 30, 2004, when compared to the same periods in the
prior  year.  This  balance  consists  primarily  of interest on our outstanding
bonds.

OTHER  INCOME

We  realized  a  gain  of approximately $2.2 million on the purchase of treasury
stock  from  a  third  party  on September 22, 2003, representing the difference
between  the  market  price of the shares on the date of purchase and the actual
purchase price pursuant to an outstanding purchase and sale agreement (described
further in Note 2, Earnings per share and other common share information).  This
gain in 2003 is the primary cause of the year-over-year decrease in other income
during  the  three  and  nine  months  ended  September  30,  2004.

DISCONTINUED  OPERATIONS

Loss  from  discontinued operations, net of tax, in the quarter and year-to-date
ended  September  30,  2003,  relates  to  the December 9, 2003, sale of our 60%
interest  in  Eurocir  S.A.,  a  printed  circuit  board manufacturer located in
Europe.  The  Eurocir  operations represented substantially all of our remaining
electronics manufacturing segment.  Accordingly, the sale was accounted for as a
discontinued  operation  and  our presentation of our consolidated statements of
earnings and cash flows has been restated to reflect continuing operations, with
a  separate  presentation of results from discontinued operations.  Please refer
to  our  2003 Annual Report to Shareholders for further discussion of this sale.

CUMULATIVE  EFFECT  OF  ACCOUNTING  CHANGE

Effective  July  1,  2003, we adopted Statement of Financial Accounting Standard
No.  150,  Accounting  for Certain Financial Instruments with Characteristics of
both  Liabilities  and Equity (FAS No. 150).  Due to an outstanding purchase and
sale  agreement,  we  experienced  a  $1.0  million  gain,  net  of tax, for the
cumulative  effect  of  the  accounting change.  More information regarding this
agreement  and its effects is included in Item 1, Note 2, Earnings per share and
other common share information; and in our Annual Report to Shareholders for the
Fiscal  Year  ended  December  31,  2003.

INCOME  TAX  EXPENSE

Our tax rate for the three- and nine-month periods ended September 30, 2004, was
35% and 33%, respectively, representing an increase from 32% in the same periods
of 2003.  This increase in the tax rate was due in part to U.S. taxes on foreign
repatriations in excess of available current foreign tax credits and foreign tax
credit  carry-forwards.

NET  EARNINGS

Net  earnings  during  the  quarter  ended  September  30,  2004,  decreased  by
approximately  $1.4  million  compared to the same period in 2003.  As discussed
above,  this  decrease was due primarily to the benefits experienced as a result
of  the  cumulative  effect  of  the  change  in  accounting  principle  and our
discontinued  operations  in 2003 versus 2004 when these items were not present.
In  addition,  net  earnings  was impacted by higher sales offset by lower other
income,  as  described  above.

Year-to-date,  net  earnings increased by approximately $1.2 million compared to
the  first nine months of 2003 due to favorable foreign currency exchange rates.
Excluding  the  effects of foreign currency, net earnings decreased slightly due
to  the  factors  above.

DILUTED  EARNINGS  PER  SHARE

Diluted  earnings  per share decreased approximately 9% during the third quarter
when  compared  with the third quarter of 2003 due to the same factors described
above  for  net  income.  Diluted  earnings per share increased approximately 6%
during  the  nine months ended September 30, 2004, versus the same period in the
prior  year.  In addition to the factors mentioned above for net income, diluted
earnings  per  share  was  also  favorably  impacted  by  lower  average  shares
outstanding  as  a  result of the large purchase of treasury shares we made over
the  course  of  2003.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  table  below  summarizes our cash flows for the nine months ended September
30,  2004,  and  2003:

<TABLE>
<CAPTION>




<PAGE>
<S>                                      <C>       <C>        <C>
                                            2004       2003   VARIANCE
                                         --------  ---------  ----------
Cash provided by (used in):
Continuing operations . . . . . . . . .  $57,108   $ 61,602   $  (4,494)
Discontinued operations . . . . . . . .        -        657        (657)
                                         --------  ---------  ----------
Total Operating Activities. . . . . . .   57,108     62,259      (5,151)
Investing Activities. . . . . . . . . .   (3,212)    (5,491)      2,279
Financing Activities. . . . . . . . . .   (3,108)   (60,319)     57,211
Effect of exchange rate changes on cash      (29)     1,637      (1,666)
                                         --------  ---------  ----------
Net change in cash. . . . . . . . . . .  $50,759   $ (1,914)  $  52,673
                                         ========  =========  ==========
</TABLE>

Cash flow from continuing operations declined during the nine-month period ended
September 30, 2004, compared to the same period in 2003 primarily as a result of
changes  in  our inventory, accounts receivable and accrued expenses.  Increases
in  accounts  receivable  were the result of foreign exchange between the end of
2003 and September 30, 2004, offset by improvements in collections in some parts
of  our  business.  In  2003,  accounts receivable decreased due to decreases in
sales year-to-date, thereby causing a large cash flow fluctuation year-over-year
for  the nine months ended September 30, 2004, vs. 2003.  Increases in inventory
were  the  result of increased business activity in our ASF business in Asia and
the  timing  of  large  orders in our MPS business in the United States which is
expected  to  push  sales  into  the  fourth  quarter.  The  decrease in accrued
expenses  was  driven  by  timing  of  payments  overseas.  The  cash  flow from
discontinued  operations  in  the  2003  quarter  related  to  our  Eurocir S.A.
operations,  which  we  sold in the fourth quarter of 2003, as previously noted.

Net  cash used in investing activities decreased slightly during the nine months
ended  September  30,  2004,  compared to the same period in 2003.  Driving this
change  was  an  increase  in  proceeds  from  the  disposition  of fixed assets
resulting  from  the sale of equipment in our ASF segment.  Capital expenditures
curtailed  slightly  due primarily to timing.  Capital expenditures for the full
2004  fiscal  year  are currently expected to total approximately $12.5 million.

On  May  7, 2003, we purchased 1,350,000 shares of our own stock from one of our
shareholders  for  approximately  $30.5  million.  On  September  22,  2003,  we
purchased  all  of  the  remaining  shares of that shareholder for an additional
$21.2 million.  As a result, our net cash used in financing activities decreased
significantly  when  comparing  the nine months ended September 30, 2004, to the
same period in the prior year.  Excluding the effects of this purchase, net cash
used  in financing activities were approximately $8.6 million in 2003, resulting
in  a  change  of $5.5 million year-over-year.  This change was driven by higher
net debt repayments during the nine months ended September 30, 2003, than during
the  same  period  in  2004.

We  increased  our  quarterly  dividend from $0.02 to $0.04 in February of 2004,
bringing  our  annual  dividend to $0.16 per share from $0.12 per share in 2003.
However,  cash  dividends  paid  during  the  first  nine  months  of  2004 were
consistent  with  the  first  nine  months of 2003 due to the timing of dividend
funding.

The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding shares of MacDermid, Inc.'s common stock. Such additional shares may
be  acquired  through  privately  negotiated transactions or on the open market.
Any  future  repurchases  by  us  will  depend on various factors, including the
market  price  of  the  shares,  our business and financial position and general
economic  and  market  conditions.  Additional  shares acquired pursuant to such
authorizations  will  be  held  in  our treasury and will be available for us to
issue  for various corporate purposes without further shareholder action (except
as  required  by applicable law or the rules of any securities exchange on which
the  shares  are  then  listed).  At  September  30,  2004,  the  outstanding
authorization  to  purchase  approximately  1  million  shares  would  cost
approximately  $28,960.

We  believe  that we have the financial flexibility to deliver shareholder value
described  above  while  meeting our contractual obligations.  We currently have
approximately  $112  million in cash and cash equivalents and working capital of
$233.7 million.  Excluding our non-monetary items, prepaid expenses and deferred
taxes,  our  working  capital  is  approximately $200.1 million.  We also have a
long-term  credit  arrangement,  which  consists  of  a  combined revolving loan
facility  that  permits  borrowings,  denominated  in  US  dollars  and  foreign
currencies,  of  up  to  $50 million.  There has been no balance outstanding, or
activity  on  this revolving loan facility for any of the periods presented.  We
have other uncommitted credit facilities which presently total approximately $36
million.

Future  estimated  contractual  cash  commitments  for  the  years subsequent to
September  30,  2004  are  summarized  in  the  following  table:

<TABLE>
<CAPTION>



<S>                             <C>       <C>      <C>       <C>      <C>
                                         LESS THAN   2-3      4-5      AFTER 5
                                  TOTAL    1 YEAR    YEARS    YEARS     YEARS
                                --------  -------  --------  -------  --------
Long-term debt . . . . . . . .  $300,472  $   118  $      -  $     -  $300,354
Semi-annual bond interest. . .   192,584   27,512    55,024   55,024    55,024
Capital leases . . . . . . . .       829      573       103       49       104
Operating leases . . . . . . .    30,233   10,040    10,089    4,855     5,249
Pension funding requirements .    17,136    3,136     7,000    7,000         -
Purchase obligations and other    12,158   12,158         -        -         -
                                --------  -------  --------  -------  --------
Total contractual cash
Commitments. . . . . . . . . .  $553,412  $53,537  $ 72,216  $66,928  $360,731
                                ========  =======  ========  =======  ========
</TABLE>


The  following  table reflects our ability to fund both our required obligations
and  its  shareholder  growth  initiatives  for  fiscal  2004:

<TABLE>
<CAPTION>



<S>                                                               <C>
Cash and cash equivalents as September 30, 2004. . . . . . . . .  $112,053
Other net current monetary assets as of September 30, 2004 . . .    88,054
                                                                  --------
                                                                   200,107

Available borrowings under revolving loan facility . . . . . . .    50,000
Availability under other uncommitted credit facilities . . . . .    36,000
                                                                  --------
    Total cash available and potentially available . . . . . . .   286,107

Contractual cash commitments due in next year. . . . . . . . . .    53,357
Expected 2004 capital expenditures for the remainder of the year     6,500
Expected 2004 dividend payments for the remainder of the year. .     1,211
                                                                  --------
    Excess of cash available and potentially available over
      requirements . . . . . . . . . . . . . . . . . . . . . . .  $224,859
                                                                  ========
</TABLE>


CRITICAL  ACCOUNTING  ESTIMATES:

In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgment  based  on  its  understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are subject to an inherent degree of uncertainty.  Accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
Our critical accounting policies are consistent with those disclosed in our Form
10-K  for  the  year  ended  December  31,  2003.

New  Accounting  Standards

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

In  May  2004,  the  FASB  issued  Staff  Position No. FAS 106-2, Accounting and
Disclosure  Requirements Related to the Medicare Prescription Drug, Improvement,
and  Modernization Act of 2003, (FAS 106-2).  FAS 106-2 gives guidance on proper
accounting  and  disclosure  treatment  for  changes  in  company-sponsored
single-employer defined benefit postretirement health care plans affected by the
Medicare  Prescription  Dug  Bill  (the  Bill).  The  Bill  stipulates a federal
subsidy for all plans that are at least actuarially equivalent to guidelines set
forth  in  the  Bill.  We  have  determined,  based  on  the latest draft of the
regulations,  that our plan as it stands meets the actuarial equivalency test as
stipulated  in  the Bill, however, the regulations surrounding this Bill are not
yet  final.  As  written, FAS 106-2 is effective for the first interim or annual
period  beginning  after  June  15,  2004,  however  due  to  the  fact that the
regulations  are  not  final,  our adoption of this FAS has had no effect on our
financial  statements  for  the  three or nine-month periods ended September 30,
2004.  Without  finalized  regulations,  we cannot accurately predict the impact
this  Bill  or  the  related  FAS  106-2  guidance  will  have  on our financial
statements  in  the  future.


FORWARD-LOOKING  STATEMENTS

This  report  and other of our 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 us and are subject
to  uncertainties  and  factors  relating  to  our  operations  and  business
environment,  all of which are difficult to predict and many of which are beyond
our  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.
We  undertake 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

We  are  exposed to market risk in the normal course of business activity due to
our  operations  in  different  foreign currencies and our 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.  We have
established policies and procedures governing our management of market risks and
the  use  of financial instruments to manage exposure to such risks.  Management
continually  reviews the balance between foreign-currency-denominated assets and
liabilities  in order to minimize our exposure to foreign exchange fluctuations;
however  we  do  not  currently actively hedge any of our foreign currency risk.

We  operate  manufacturing facilities in ten countries and sell products in over
twenty-five countries.  Approximately 60% of our net sales and nearly 70% of our
total  assets  are  denominated  in  currencies  other  than  the  US  Dollar,
predominantly  the  Euro, the Pound Sterling, the Yen, and the Hong Kong Dollar.
For  the  three-month  period  ending  September  30,  2004,  foreign  currency
translation  had  a  negligible  effect  on  diluted earnings per share, however
during  the  nine-month  period  ended  September  30,  2004, favorable currency
translation  increased diluted earnings per share by approximately $0.06, or 5%,
when  compared  with the same period in the previous year.  The annual impact on
operating  cash  flows  historically  has  been  insignificant.

Our business operations consist principally of manufacture and sale of specialty
chemicals,  supplies  and  related equipment to customers throughout much of the
world.  Approximately  41%  of  our  business  is  concentrated  in the printing
business,  used for a wide variety of applications, while 59% of our business is
concentrated on customers supplying a wide variety of chemicals to manufacturers
of  automotive, other industrial, electronics and offshore applications.   As is
usual  for  these  businesses,  we  generally do 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.

In  the past, we were exposed to interest rate risk, primarily from our floating
interest  rate  credit  facilities.  At  the time, we entered into interest rate
swap  agreements  for  the  purpose  of reducing our exposure to possible future
changes  in  interest  rates  on  these  facilities.  On  September 20, 2001, we
refinanced these facilities with 9 1/8% Senior Subordinated Notes, which reduced
our  exposure  to  changing  interest rates and is currently unhedged.  However,
there  is  still  one interest rate swap outstanding.  This swap formerly hedged
our floating rate debt, but because we refinanced these obligations, the swap is
now  considered speculative.  For additional information, see Note 12, Guarantor
Financial  Statements,  in Part I, Item 1. Based upon our current debt structure
and  expected  levels  of  borrowing  for  the remainder of 2004, an increase in
interest  rates  would  not  result  in  an  incremental  interest  expense.
We  do  not enter into derivative financial instruments for trading purposes but
have  certain  other  supply  agreements  for  raw material inventories and have
chosen  not  to enter into any price hedging with our suppliers for commodities.


ITEM  4:

                             CONTROLS AND PROCEDURES

Disclosure  Controls  and  Procedures

Our  principle executive and financial officers have evaluated the effectiveness
of  our  disclosure  controls and procedures (as defined in Rule 13a-14(c) under
the  Securities  Exchange  Act of 1934) as of September 30, 2004.  Based on that
evaluation,  they have concluded that our disclosure controls and procedures are
adequate  and effective.  There have been no significant changes in our internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the  date  they  completed  their  evaluation.

Sarbanes-Oxley  Section  404  Compliance

Section  404  of  the  Sarbanes-Oxley Act of 2002 (the "Act") will require us to
include  an internal control report from management in our Annual Report on Form
10-K  for  the  year  ended  December 31, 2004, and in subsequent Annual Reports
thereafter.  The  internal  control  report  must  include  the following: (1) a
statement  of  management's  responsibility  for  establishing  and  maintaining
adequate  internal control over financial reporting, (2) a statement identifying
the  framework  used  by  management  to  conduct the required evaluation of the
effectiveness of our internal control over financial reporting, (3) management's
assessment of the effectiveness of our internal control over financial reporting
as  of  December  31,  2004, including a statement as to whether or not internal
control  over  financial  reporting  is  effective, and (4) a statement that our
independent  auditors  have  issued  an  attestation  report  on  management's
assessment  of  internal  control  over  financial  reporting.

Management  acknowledges  its  responsibility  for  establishing and maintaining
internal  controls  over  financial  reporting  and seeks to continually improve
those controls.  In addition, in order to achieve compliance with Section 404 of
the  Act  within  the  required  timeframe, we have been conducting a process to
document and evaluate out internal controls over financial reporting since 2003.
In  this  regard,  we  have  dedicated  and  expanded our internal resources and
adopted  a  detailed  work  plan  to:  (i)  assess  and document the adequacy of
internal  control  over  financial reporting; (ii) take steps to improve control
processes  where  required;  (iii)  validate  through  testing that controls are
functioning  as  documented;  and  (iv)  implement  a  continuous  reporting and
improvement  process  for internal control over financial reporting.  We believe
out process for documenting, evaluating and monitoring our internal control over
financial reporting is consistent with the objectives of Section 404 of the Act.

During  the  first  nine  months  of  2004, we commenced testing of out internal
controls.  Testing  and  remediation  of  any  gaps  will  continue.

It  should  be  noted  that  any  system  of controls, however well designed and
operated,  can  provide  only  reasonable,  and not absolute, assurance that the
objectives  of  the  control  system  are  met.  In  addition, the design of any
control system is based in part upon certain assumptions about the likelihood of
future  events.  Because  of  these  and  other  inherent limitations of control
systems, there can be no assurance that any design will succeed in achieving its
stated  goals  under  all potential future conditions, regardless of how remote.


PART  II.  OTHER  INFORMATION

ITEM  1  :  Legal  Proceedings

Refer  to  the  notes  to  the  consolidated  condensed  financial  statements,
Contingencies  and  Legal  Matters,  Note  11.

ITEM  2  :  Unregistered  Sales  of  Equity  Securities  and  Use  of  Proceeds

     None.

ITEM  3  :  Defaults  Upon  Senior  Securities

     None.

ITEM  4  :  Submission  of  Matters  to  a  Vote  of  Security  Holders

None  during  the  fiscal  quarter ended September 30, 2004.  Refer to our first
quarter  Form  10-Q,  dated  March  31, 2004, for matters submitted to a vote of
security  holders  during  our  first  fiscal  quarter.

ITEM  5  :  Other  Information

     None.

ITEM  6(a)  :  Exhibits

<TABLE>
<CAPTION>



<C>   <S>

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

ITEM  6(b)  :  Reports  on  Form  8-K

Current  Report  on  Form  8-K  dated August 4, 2004, regarding earnings for the
quarter  ended  September  30,  2004,  in  fiscal  year  2004.



                                   SIGNATURES

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

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


Date:  November  8,  2004     /s/  Daniel  H.  Leever
       ------------------     -----------------------
                                Daniel  H.  Leever
                                  Chairman  and
                             Chief  Executive  Officer


Date:  November  8,  2004     /s/  Gregory  M.  Bolingbroke
       ------------------     -----------------------------
                                Gregory  M.  Bolingbroke
                           Senior  Vice  President,  Finance