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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED  June 30, 2003
                                                  -------------

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

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

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

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

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

                                       n/a
                                       ---
               Former name, former address or former fiscal year,
                          if changed since last report.

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

Yes   X  No         .
    ---     ---------
Indicate 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  August  1,  2003
     ----------------------          ---------------------------------
     Common  Stock,  no  par  value                       30,966,885  shares

                             MACDERMID, INCORPORATED
                                      INDEX
<TABLE>
<CAPTION>


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

     Item 1.  Financial Statements
       Consolidated Condensed Balance Sheets -
         June 30, 2003 and December 31, 2002. . . . . . . . . . . .       2-3
       Consolidated Condensed Statements of Earnings
         and Retained Earnings - Six and Three Months Ended
         June 30, 2003 and 2002 . . . . . . . . . . . . . . . . . .         4
       Consolidated Condensed Statements of Cash Flows -
         Six Months Ended June 30, 2003 and 2002. . . . . . . . . .         5
       Notes to Consolidated Condensed Financial Statements . . . .      6-22
Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations. . . . .     23-31
Item 3.  Quantitative and Qualitative Disclosures about Market Risk        32
Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .        32
Part II.   Other Information. . . . . . . . . . . . . . . . . . . .        32
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        33
Certifications under Section 302 of the Sarbanes-Oxley Act of 2002.     34-35
</TABLE>


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


                                          June 30, 2003   December 31, 2002
                                          --------------  ------------------
<S>                                       <C>             <C>
Assets
Current assets:
Cash and cash equivalents. . . . . . . .  $       38,303  $           32,019
Accounts and notes receivable, (net
  of allowance for doubtful receivables
  of $15,378 and $12,743). . . . . . . .         146,706             142,806
Inventories:
  Finished goods . . . . . . . . . . . .          47,649              43,639
  Raw materials, supplies and equipment.          44,316              42,099
                                          --------------  ------------------
                                                  91,965              85,738
Prepaid expenses . . . . . . . . . . . .           6,959               5,457
Deferred income tax asset. . . . . . . .          21,996              22,598
                                          --------------  ------------------
    Total current assets . . . . . . . .         305,929             288,618
Property, plant and equipment (net
  of accumulated depreciation of
  $170,965 and $152,751) . . . . . . . .         129,879             132,581
Goodwill . . . . . . . . . . . . . . . .         194,200             194,200
Intangibles, (net of accumulated
  amortization of $16,801
  and $18,961) . . . . . . . . . . . . .          31,095              31,825
Other assets . . . . . . . . . . . . . .          58,691              60,669
                                          --------------  ------------------
                                          $      719,794  $          707,893
                                          ==============  ==================
<FN>

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

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


                                                June 30, 2003    December 31, 2002
                                               ---------------  -------------------
<S>                                            <C>              <C>
Liabilities and shareholders' equity:
Current liabilities:
Notes payable . . . . . . . . . . . . . . . .  $        2,732   $            5,124
Current installments of long-term obligations           6,400                6,230
Accounts and dividends payable. . . . . . . .          69,252               64,465
Accrued expenses. . . . . . . . . . . . . . .          73,033               69,562
Income taxes. . . . . . . . . . . . . . . . .           5,063                3,727
                                               ---------------  -------------------
    Total current liabilities . . . . . . . .         156,480              149,108

Long-term obligations . . . . . . . . . . . .         312,216              311,813
Accrued post-retirement and
  post-employment benefits. . . . . . . . . .          20,408               19,688
Deferred income taxes . . . . . . . . . . . .           5,525                5,535
Other long-term liabilities . . . . . . . . .           1,084                1,138
Minority interest . . . . . . . . . . . . . .           2,873                2,873
Put and call agreement on common stock. . . .          21,293                    -
Shareholders' equity:
Common stock stated value
  $1.00 per share . . . . . . . . . . . . . .          46,645               46,640
Additional paid-in capital. . . . . . . . . .           2,148               21,261
Retained earnings . . . . . . . . . . . . . .         247,817              225,387
Cumulative comprehensive
  income equity adjustments . . . . . . . . .          (6,471)             (15,786)
Less, cost of common shares in treasury . . .         (90,224)             (59,764)
                                               ---------------  -------------------
    Total shareholders' equity. . . . . . . .         199,915              217,738
                                               ---------------  -------------------
                                               $      719,794   $          707,893
                                               ===============  ===================
<FN>

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

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


                                              Six Months      Ended       Three Months      Ended
                                                 June          30,            June           30,
                                                 2003          2002           2003           2002
                                             ------------  ------------  --------------  ------------
<S>                                          <C>           <C>           <C>             <C>
Net sales . . . . . . . . . . . . . . . . .  $   348,169   $   343,678   $     175,739   $   176,722
Cost of sales . . . . . . . . . . . . . . .      198,004       198,287          99,824       100,752
                                             ------------  ------------  --------------  ------------
    Gross profit. . . . . . . . . . . . . .      150,165       145,391          75,915        75,970

Operating expenses:
  Selling, technical and administrative . .       98,476        98,385          49,354        51,322
  Amortization. . . . . . . . . . . . . . .        1,622         3,138             852         1,570
                                             ------------  ------------  --------------  ------------
                                                 100,098       101,523          50,206        52,892
                                             ------------  ------------  --------------  ------------
    Operating profit. . . . . . . . . . . .       50,067        43,868          25,709        23,078

  Interest income . . . . . . . . . . . . .         (525)         (277)           (330)         (137)
  Interest expense. . . . . . . . . . . . .       16,234        17,944           8,343         8,744
  Other income. . . . . . . . . . . . . . .       (2,008)         (890)         (1,088)         (438)
  Other expense . . . . . . . . . . . . . .        1,518         1,443             946           798
                                             ------------  ------------  --------------  ------------
                                                  15,219        18,220           7,871         8,967
                                             ------------  ------------  --------------  ------------

Earnings before taxes and
  minority interest . . . . . . . . . . . .       34,848        25,648          17,838        14,111
Income taxes. . . . . . . . . . . . . . . .      (11,152)       (8,208)         (5,708)       (4,169)
Minority interest . . . . . . . . . . . . .           --          (435)             --          (269)
                                             ------------  ------------  --------------  ------------
Net earnings. . . . . . . . . . . . . . . .       23,696        17,005          12,130         9,673

Retained earnings, beginning of period. . .      225,387       218,619         236,307       225,306
Cash dividends declared . . . . . . . . . .       (1,266)       (1,290)           (620)         (645)
                                             ------------  ------------  --------------  ------------
Retained earnings, end of period. . . . . .  $   247,817   $   234,334   $     247,817   $   234,334
                                             ============  ============  ==============  ============


Net earnings per common share:
  Basic . . . . . . . . . . . . . . . . . .  $      0.74   $      0.53   $        0.38   $      0.30
                                             ============  ============  ==============  ============
  Diluted . . . . . . . . . . . . . . . . .  $      0.74   $      0.52   $        0.38   $      0.30
                                             ============  ============  ==============  ============


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

Weighted average common shares outstanding:
  Basic . . . . . . . . . . . . . . . . . .   31,908,054    32,224,787      31,526,408    32,228,064
                                             ============  ============  ==============  ============
  Diluted . . . . . . . . . . . . . . . . .   32,091,145    32,503,828      31,720,959    32,514,702
                                             ============  ============  ==============  ============
<FN>

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

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


                                                   Six Months    Ended June 30,
                                                      2003            2002
                                                  ------------  ----------------
<S>                                               <C>           <C>
Net cash flows from operating activities:. . . .  $    44,983   $        49,953

Cash flows from investing activities:
  Capital expenditures . . . . . . . . . . . . .       (2,753)           (2,579)
  Proceeds from disposition of fixed assets. . .           52               299
                                                  ------------  ----------------
  Net cash flows used in investing activities. .       (2,701)           (2,280)

Cash flows from financing activities:
  Short-term repayments, net of borrowings . . .       (5,674)           (9,626)
  Long-term borrowings . . . . . . . . . . . . .        3,570            68,451
  Long-term repayments . . . . . . . . . . . . .       (3,488)         (107,138)
  Purchase of treasury shares. . . . . . . . . .      (30,460)             (103)
  Dividends paid . . . . . . . . . . . . . . . .       (1,266)           (1,290)
                                                  ------------  ----------------
  Net cash flows used in financing activities. .      (37,318)          (49,706)

Effect of exchange rate changes on
  cash and cash equivalents. . . . . . . . . . .        1,320               659
                                                  ------------  ----------------

Increase (decrease) in cash and cash equivalents        6,284            (1,374)
Cash and cash equivalents at beginning of period       32,019            17,067
                                                  ------------  ----------------

Cash and cash equivalents at end of period . . .  $    38,303   $        15,693
                                                  ============  ================

<FN>

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

                             MACDERMID, INCORPORATED
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
          (In Thousands of Dollars, Except Share and Per Share Amounts)
Note  1.     Summary  of  Significant  Accounting  Policies
The  accompanying  unaudited consolidated condensed financial statements reflect
all  normal  and  recurring  adjustments that are, in the opinion of management,
necessary  to  present  fairly the financial position of MacDermid, Incorporated
("the  Corporation")  and  its  subsidiary companies as of June 30, 2003 and the
results  of  operations and cash flows for the six and three month periods ended
June  30,  2003  and  2002.  The results of operations for these periods are not
necessarily  indicative of trends, or of the results to be expected for the full
year.  Certain  information  and  footnote  disclosures  normally  included  in
financial statements prepared in accordance with accounting principles generally
accepted  in  the  United  States of America have been omitted.  These financial
statements  should  be  read  in  conjunction  with  the  consolidated financial
statements and notes thereto included in the Corporation's Annual Report for the
year  ended  December  31,  2002.
Note  2.     Common  Share  Data
The following table summarizes common shares issued as of June 30, 2003 and June
30,  2002.
<TABLE>
<CAPTION>



<S>                           <C>         <C>
                                    2003        2002
                              ----------  ----------
Balance beginning of period.  46,639,757  46,409,757
Shares issued - stock awards       5,381     130,000
                              ----------  ----------
Balance end of period. . . .  46,645,138  46,539,757
                              ==========  ==========
</TABLE>


The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding  shares  of  the Corporation's common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any  future  repurchases  by MacDermid will depend on various factors, including
the  market  price  of  the  shares,  the  Corporation's  business and financial
position and general economic and market conditions.  Additional shares acquired
pursuant  to  such authorizations will be held in the Corporation's treasury and
will  be  available  for the Corporation to issue for various corporate purposes
without  further shareholder action (except as required by applicable law or the
rules  of  any securities exchange on which the shares are then listed).  On May
7,  2003,  the Board of Directors voted in favor of an authorization to purchase
up  to 3,000,000 common shares, replacing all previous authorizations.  Also, on
May  7,  2003,  the  Corporation  executed  a  purchase  and sale agreement with
Citicorp  Venture  Capital  Ltd  ("CVC"),  to  acquire  all  of  their 2,201,720
outstanding  MacDermid,  Incorporated  common  shares,  on or before November 3,
2003.  The Corporation purchased 1,350,000 on that date.  In accordance with the
purchase  and sale agreement with CVC, the Corporation has committed to purchase
the  remaining  851,720 common shares owned by CVC at a price between $22.60 and
$25.00  per  share,  to  be  determined  based  on the price that the shares are
trading on the date the purchase is executed.  An amount of $21,293,000 has been
reclassified as temporary equity with a transfer from additional paid in capital
to put and call agreement on common stock, on the consolidated condensed balance
sheet  at  June  30,  2003,  representing a value of $25.00 per share as of that
date, in accordance with Emerging Issues Task Force Issue No. 00-19, "Accounting
for  Derivative  Financial Instruments Indexed to, and Potentially Settled in, a
Company's  Own  Stock.".  The  common  shares remain outstanding for purposes of
earnings  per  share  calculations.  Authorization  to purchase 1,650,000 common
shares  remained  as  of  June  30,  2003.  Common shares held in treasury, were
15,696,884 as of June 30, 2003 and 14,349,453 as of December 31, 2002.  See Note
3.  Earnings  Per Common Share for a reconciliation of the average common shares
outstanding,  resulting  from  the  information  provided  above.
Note  3.     Earnings  Per  Common  Share
The  computation  of basic earnings per share is based upon the weighted average
number  of  outstanding  common shares.  The computation of diluted earnings per
share  is  based  upon  the weighted average number of outstanding common shares
plus  the  effect of all dilutive contingently issuable common shares from stock
options,  stock  awards  and  share  warrants  outstanding  during  the
Note  3.     Earnings  Per  Common  Share  (continued)
period.  Earnings  per  share  ("EPS")  is  calculated  based  upon net earnings
available  for common shareholders.  Options to purchase common shares that were
outstanding  during  the  period  but  were  not  included in the computation of
diluted  EPS  because  those  options  were antidilutive based on current market
prices  amounted  to  1,168,197  for  2003  and  2,061,310  for  2002.

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


                                  Six Months  Ended June 30,  Three Months  Ended June 30,
<S>                               <C>         <C>             <C>           <C>
                                        2003            2002          2003            2002
                                  ----------  --------------  ------------  --------------
Basic common shares. . . . . . .  31,908,054      32,224,787    31,526,408      32,228,064
Dilutive effect of stock options     183,091         279,041       194,551         286,638
                                  ----------  --------------  ------------  --------------
Diluted common shares. . . . . .  32,091,145      32,503,828    31,720,959      32,514,702
                                  ==========  ==============  ============  ==============
</TABLE>


Note  4.     Stock-Based  Plans
Effective  April  1,  2001,  the  Corporation  adopted  the  fair  value expense
recognition  provisions  of Statement of Financial Accounting Standards No. 123,
Accounting  for  Stock Based Compensation (SFAS123), 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, with the resulting expense charged over the
period  in  which  the  options  are earned.  In the six and three month periods
ended  June  30,  2003,  there  was  $2,185 and $1,154, respectively, charged to
expense  as  compared  to  $1,544  and  $815  for  the  same  periods  in  2002.
Previously,  and since April 1, 1996, the Corporation had adopted the disclosure
requirements  of  SFAS123 while accounting for its stock options by applying the
expense  recognition  provisions  of  APB  Opinion  No. 25, Accounting for Stock
Issued  to  Employees  ("APB25").

Had the Corporation used the fair value expense recognition method of accounting
for all stock options granted under its plans between April 1, 1996 and April 1,
2001, net earnings and net earnings per common share for the six and three month
periods  ended  June 30, 2003 and 2002, would have been reduced to the following
pro  forma  amounts:
<TABLE>
<CAPTION>


                                           Six       Months     Three      Months
                                          Ended     June 30,    Ended     June 30,
<S>                                      <C>       <C>         <C>       <C>
                                            2003        2002      2003        2002
                                         --------  ----------  --------  ----------
Net earnings available for common
shareholders as reported. . . . . . . .  $23,696   $  17,005   $12,130   $   9,673
Add: stock based employee
compensation expense included in
reported net income, net of related tax
effects . . . . . . . . . . . . . . . .    1,486       1,050       785         576
Deduct: total stock based employee
compensation expense determined
under fair value based method for all
awards, net of related tax effects. . .   (1,724)     (1,398)     (863)       (753)
                                         --------  ----------  --------  ----------
Pro forma net earnings. . . . . . . . .  $23,458   $  16,657   $12,052   $   9,496
                                         ========  ==========  ========  ==========
Net earnings per common share:
  Basic, as reported. . . . . . . . . .  $  0.74   $    0.53   $  0.38   $    0.30
  Basic, pro forma. . . . . . . . . . .  $  0.74   $    0.52   $  0.38   $    0.29

  Diluted, as reported. . . . . . . . .  $  0.74   $    0.52   $  0.38   $    0.30
  Diluted, pro forma. . . . . . . . . .  $  0.73   $    0.51   $  0.38   $    0.29
</TABLE>

Note  5.     Goodwill  and  Other  Intangible  Assets
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill
and  Other  Intangible  Assets ("SFAS 142"), goodwill and intangible assets with
indeterminable  lives  are no longer amortized, but instead the carrying amounts
will  be  periodically  compared  to  the  current fair value and, if impairment
occurs,  an  adjustment to the carrying amount will be required with a charge to
expense  in  the period identified.  This could result in a future write-down or
write-off  of  such  assets.
Goodwill  carrying  amounts for both the period ended June 30, 2003 and December
31, 2002, by segment, are as follows; Advanced Surface Finishing "ASF", $122,070
and  Printing  Solutions  "PS",  $72,130;  for  a  total  balance  of  $194,200.

Acquired  intangible  assets  are  summarized  as  follows:
<TABLE>
<CAPTION>


              June          30,         2003    December        31,         2002
            ---------  --------------  -------  ---------  --------------  -------
              Gross                               Gross
            Carrying    Accumulated      Net    Carrying    Accumulated      Net
             Amount     Amortization   Amount    Amount     Amortization   Amount
            ---------  --------------  -------  ---------  --------------  -------
<S>         <C>        <C>             <C>      <C>        <C>             <C>
Patents. .  $  17,566  $      (5,829)  $11,737  $  19,698  $      (8,123)  $11,575
Trademarks     27,481         (9,045)   18,436     27,481         (8,788)   18,693
Others . .      2,849         (1,927)      922      3,607         (2,050)    1,557
            ---------  --------------  -------  ---------  --------------  -------
   Total .  $  47,896  $     (16,801)  $31,095  $  50,786  $     (18,961)  $31,825
            =========  ==============  =======  =========  ==============  =======
</TABLE>


Included  in  the table above, is the net carrying amount of $16,233 at June 30,
2003  and  December 31, 2002 for trademarks which are not being amortized due to
the  indefinite  life  associated  with  these  assets.
Note  6.     Comprehensive  Income  and  Accumulated  Other Comprehensive Income

The components of comprehensive income for the six and three month periods ended
June  30,  2003  and  2002  are  as  follows:
<TABLE>
<CAPTION>


                                           Six Months    Ended June 30,   Three Months    Ended June 30,
<S>                                        <C>          <C>               <C>            <C>
                                                  2003             2002            2003             2002
                                           -----------  ----------------  -------------  ----------------
Net earnings. . . . . . . . . . . . . . .  $    23,696  $        17,005   $      12,130  $         9,673
Other comprehensive income:
  Foreign currency translation adjustment        9,315            8,397           6,470            8,807
  Hedging activities. . . . . . . . . . .            -               (1)              -             (251)
                                           -----------  ----------------  -------------  ----------------
Comprehensive income. . . . . . . . . . .  $    33,011  $        25,401   $      18,600  $        18,229
                                           ===========  ================  =============  ================
</TABLE>

The components of accumulated other comprehensive income as of June 30, 2003 and
December  31,  2002  are  as  follows:
<TABLE>
<CAPTION>



<S>                                         <C>              <C>
                                            June 30, 2003    December 31, 2002
                                            ---------------  -------------------
Cumulative equity adjustments for:
   Foreign currency translation adjustment  $        3,943   $           (5,372)
   Additional minimum pension liability. .         (10,414)             (10,414)
                                            ---------------  -------------------
Accumulated other comprehensive income . .  $       (6,471)  $          (15,786)
                                            ===============  ===================
</TABLE>


Note  7.     Segment  Reporting
The  Corporation  operates on a worldwide basis, supplying proprietary chemicals
for two distinct segments, Advanced Surface Finishing and Printing Solutions.  A
third  segment,  Electronics  Manufacturing  designs  and  manufactures  printed
circuits  boards  in  Europe  through  a majority owned subsidiary.  These three
segments,  under  which the Corporation operates, 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
Note  7.      Segment  Reporting  (continued)
and  galvanizing,  electro-plating,  phosphatising,  stripping  and  coating,
filtering,  anti-tarnishing  and  rust  retarding for metal and plastic surfaces
associated  with  automotive  and  industrial  applications, as well as, etching
copper  and imprinting electrical patterns for various electronics applications,
and  as  lubricants  and  cleaning  agents  associated with offshore oil and gas
operations.  The  products  supplied  by  the Printing Solutions segment include
offset  printing  blankets  and  photo-polymer  plates  used  in  packaging  and
newspaper  printing,  offset  printing  applications,  and  digital printers and
supplies.  The Electronics Manufacturing segment produces a wide variety of both
single-sided  and  double-sided  printed  circuit  boards.
The  business  segments  reported  below are the segments of the Corporation for
which  separate  financial  information  is  available  and  for which operating
results  are  reviewed  by  senior  management  to  assess  performance  of  the
Corporation.  The  accounting  policies of each business segment are the same as
those  described in the Summary of Significant Accounting Policies, Note 1.  Net
sales  for all of the Corporation's products fall into one of the three business
segments.  The  business segment results of operations include certain operating
costs,  which  are  allocated based on the relative burden each segment bears on
those  costs.  Operating  income  amounts  are  reviewed  before amortization of
intangible  assets and non-recurring charges.  The business segment identifiable
assets  which  follow  are  reconciled  to  total  consolidated assets including
unallocated  corporate  assets  which  consist primarily of deferred tax assets,
deferred  bond  financing  fees  and certain other long term assets not directly
associated  with  the  support  of  the  individual  segments.

<TABLE>
<CAPTION>



Results of operations by segment:    Six Months     Ended     Three Months     Ended
                                        June         30,          June          30,
<S>                                 <C>           <C>        <C>             <C>
                                           2003       2002            2003       2002
                                    ------------  ---------  --------------  ---------
Net sales:
   Advanced surface finishing. . .  $   168,071   $158,989   $      84,256   $ 80,558
   Printing solutions. . . . . . .      137,526    141,851          69,693     73,498
   Electronics manufacturing . . .       42,572     42,838          21,790     22,666
                                    ------------  ---------  --------------  ---------
     Consolidated net sales. . . .  $   348,169   $343,678   $     175,739   $176,722
                                    ------------  ---------  --------------  ---------

Operating income (loss):
   Advanced surface finishing. . .  $    26,104   $ 20,899   $      13,204   $ 10,806
   Printing solutions. . . . . . .       25,340     23,822          13,081     12,554
   Electronics manufacturing . . .          245      2,285             276      1,288
   Amortization expense. . . . . .       (1,622)    (3,138)           (852)    (1,570)
                                    ------------  ---------  --------------  ---------
     Consolidated operating profit  $    50,067   $ 43,868   $      25,709   $ 23,078
                                    ============  =========  ==============  =========
</TABLE>

<TABLE>
<CAPTION>



Identifiable assets by segment:  June 30, 2003   December 31, 2002
                                 --------------  ------------------
<S>                              <C>             <C>
Advanced surface finishing. . .  $      180,168  $          136,436
Printing solutions. . . . . . .         372,598             410,087
Electronics manufacturing . . .         101,069              95,961
Corporate-wide. . . . . . . . .          65,959              65,409
                                 --------------  ------------------
   Consolidated assets. . . . .  $      719,794  $          707,893
                                 ==============  ==================
</TABLE>


Note  8.     Acquisition  Reserves
The  Corporation established acquisition reserves (included in accrued expenses)
in  fiscal  year  1999  when  recording the acquisition of W. Canning, plc.  The
reorganization  of employees and facilities has been completed.  Five facilities
have been closed with those activities assimilated elsewhere.  Leases associated
with  these  facilities have expired with the exception of one location which is
leased through March 2008 and has been sub-leased to partially offset the future
cash  payments.  See  Contingencies  and  Legal  Matters,  Note  11,  regarding
environmental  activity.
Note  8.      Acquisition  Reserves  (continued)

The following table summarizes the cumulative activity for these reserves, since
inception  through  June  30,  2003,  including cash payments of $88 for the six
months  ended  June  30,  2003:
<TABLE>
<CAPTION>



<S>            <C>         <C>          <C>       <C>
               Inception   Adjustments  Payments  Balance
               ----------  -----------  --------  --------
Facilities. .  $    4,200          885     3,501  $  1,584
Redundancies.       2,050        3,100     5,150         -
Environmental       2,000            -       222     1,778
               ----------  -----------  --------  --------
   Total. . .  $    8,250        3,985     8,873  $  3,362
               ==========  ===========  ========  ========
</TABLE>

Note  9.     Supplemental  Cash  Flow  Information
The  following table lists the major components of net cash flows from operating
activities as well as cash paid for interest and income taxes for the six months
ended  June  30,  2003  and  2002:
<TABLE>
<CAPTION>


                                                   Six Months Ended   June 30,
<S>                                                <C>                <C>
                                                                2003       2002
                                                   -----------------  ---------
Net cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . .  $          23,696  $  17,005
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
   Depreciation . . . . . . . . . . . . . . . . .             10,603     10,700
   Amortization . . . . . . . . . . . . . . . . .              1,622      3,138
   Provision for bad debts. . . . . . . . . . . .              2,679      3,991
   Stock compensation expense . . . . . . . . . .              2,185      1,544
   Other changes in assets and liabilities. . . .              4,198     13,575
                                                   -----------------  ---------
   Net cash flows from operating activities . . .  $          44,983  $  49,953
                                                   =================  =========


Cash paid for interest. . . . . . . . . . . . . .  $          16,118  $  20,854
                                                   =================  =========
Cash paid for income taxes. . . . . . . . . . . .  $           4,778  $   5,390
                                                   =================  =========
</TABLE>


Note  10.     Market  Risk
The  Corporation  is  exposed  to  market  risk in the normal course of business
activity  due  to  its operations in different foreign countries and its ongoing
investing  and  financing activities.  The risk of loss can be assessed from the
perspective  of  adverse changes in fair values, cash flows and future earnings.
The Corporation has established policies and procedures governing its management
of  market risks and the use of financial instruments to manage exposure to such
risks.  Management  continually  reviews  the  balance  between foreign currency
denominated  assets  and  liabilities  in  order  to  minimize the Corporation's
exposure  to  foreign  exchange  fluctuations.
The  Corporation  operates  manufacturing  facilities in ten countries and sells
products  in over twenty-five countries.  Approximately 60% of the Corporation's
net  sales  and identifiable assets are denominated in currencies other than the
US  Dollar,  predominantly  the Euro, the Pound Sterling, the Yen, Hong Kong and
New  Taiwan Dollars.  For the six month period ending June 30, 2003, there was a
favorable foreign currency translation effect on earnings of approximately $0.05
per  share,  or  7%.  The annual impact on operating cash flows historically has
been  insignificant.
The Corporation's business operations consist principally of the manufacture and
sale  of  specialty  chemicals,  supplies  and  related  equipment  to customers
throughout much of the world.  Approximately 40% of the business is concentrated
in a wide variety of applications used in the printing and packaging industries,
while  30% of the business is concentrated to customers supplying a wide variety
of  chemicals  to  manufacturers  of  printed circuit boards with many different
end-use  applications,  as  well  as  the  manufacture of printed circuit boards
supplied  to  the  electronics  industry.  As is usual for these businesses, the
Corporation  generally  does  not  require  collateral  or  other  security as a
condition  of  sale  rather  relying  on credit approval, balance limitation and
monitoring  procedures  to  control  credit  risk  of  trade  account  financial
instruments.  Management  believes  that  reserves  for  losses,  which  are
established based upon review of account balances and historical experience, are
adequate.
Note  10.  Market  Risk  (continued)
The  Corporation  has  been  exposed  to  interest rate risk, primarily from its
credit facility which is based upon various floating rates.  The Corporation had
entered  into  interest  rate  swap  agreements  for the purpose of reducing its
exposure  to  possible  future  changes in interest rates.  A remaining interest
rate  swap  is considered speculative as there are no outstanding balances under
the credit facility.  The Corporation reduced its exposure to interest rate risk
with  a  fixed  rate  bond offering during transition year 2001.  For additional
information,  see Financial Information for Guarantors of the Corporation's Bond
Offering,  Note  12.  Based  upon  the  Corporation's current debt structure and
expected  levels  of  borrowing in 2003, an increase in interest rates would not
result  in an incremental interest expense.  The Corporation does not enter into
derivative  financial  instruments  for  trading  purposes, it has certain other
supply  agreements for raw material inventories but has chosen not to enter into
any  price  hedging  with  its  suppliers  for  commodities.
Note  11.     Contingencies  and  Legal  Matters
Environmental  Issues:
The nature of the Corporation's operations, as manufacturers and distributors of
specialty  chemicals  and systems, and products, including raw materials, expose
it to the risk of liabilities or claims with respect to environmental cleanup or
other  matters,  including  those  in  connection with the disposal of hazardous
materials.  As  such,  the  Corporation is subject to extensive U.S. and foreign
laws  and regulations relating to environmental protection and worker health and
safety,  including  those  governing:  discharges of pollutants into the air and
water;  the  management and disposal of hazardous substances and wastes; and the
cleanup  of  contaminated  properties.  The  Corporation  has incurred, and will
continue  to incur, significant costs and capital expenditures in complying with
these  laws and regulations.  The Corporation could incur significant additional
costs, including cleanup costs, fines and sanctions and third-party claims, as a
result  of  violations  of or liabilities under environmental laws.  In order to
ensure  compliance  with  applicable  environmental,  health and safety laws and
regulations,  the  Corporation  maintains  a  disciplined  environmental  and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites  acquired in the December 1998 acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under  the  Acquisition  Agreement  ("the  acquisition
agreement")  to  withhold  a  deferred  purchase  price payment of approximately
$1,600.  The  Corporation  estimates  the  range of cleanup costs at its Canning
sites  between  $2,000  and  $5,000.  Investigations  into  the  extent  of
contamination, however, are ongoing with respect to some of these sites.  To the
extent  the  Corporation's  liabilities  exceed  $2,000,  it  may be entitled to
additional  indemnification  payments.  Such recovery may be uncertain, however,
and  would  likely  involve significant litigation expense.  The Corporation has
instituted  an  arbitration  to  enforce the obligations of other parties to the
acquisition  agreement concerning the remediation of the Kearney, New Jersey and
Waukegan,  Illinois sites.  The arbitration is in an early phase and as such its
resolution  cannot  be  predicted.  The  Corporation does not anticipate that it
will  be  materially affected by environmental remediation costs, or any related
claims,  at  any  contaminated  sites,  including  the  Canning  sites.  It  is
difficult,  however,  to  predict  the  final  costs and timing of costs of site
remediation.  Ultimate  costs  may vary from current estimates and reserves, and
the  discovery  of  additional  contaminants  at  these  or  other  sites or the
imposition  of  additional  cleanup  obligations, or third-party claims relating
thereto,  could  result  in  significant  additional  costs.
Note  11.     Contingencies  and  Legal  Matters  (continued)
Legal  Proceedings:
On  January  30, 1997, the Corporation was served with a subpoena from a federal
grand jury in Connecticut requesting certain documents relating to an accidental
spill  from its Huntingdon Avenue, Waterbury, Connecticut facility that occurred
in  November of 1994, together with other information relating to operations and
compliance  at the Huntingdon Avenue facility.  The Corporation was subsequently
informed  that  it  is a subject of the grand jury's investigation in connection
with  alleged  criminal  violations of the federal Clean Water Act pertaining to
its wastewater handling practices.  In addition, two of the Corporation's former
employees,  who  worked  at the Huntington Avenue facility, pled guilty in early
2001  to misdemeanor violations under the Clean Water Act in connection with the
above  matter.  These  individuals  were sentenced to fines of $25 and $10 and 2
years  probation,  as  well as community service.  In a separate matter, on July
26, 1999, the Corporation was named in a civil lawsuit commenced in the Superior
Court  of  the  State  of  Connecticut  brought by the Connecticut Department of
Environmental  Protection  alleging  various  compliance  violations  at  its
Huntingdon  Avenue  and  Freight Street locations between the years 1992 through
1998  relating  to  wastewater discharges and the management of waste materials.
The  complaint  alleges violations of its permits issued under the Federal Clean
Water Act and the Resource Conservation and Recovery Act, as well as procedural,
notification  and  other requirements of Connecticut's environmental regulations
over  the  foregoing  period  of  time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated was required to pay fines and penalties
totaling  $2,500,  without  interest,  over  six  quarterly  installments.  In
addition, the Corporation was required to pay $1,550 to various local charitable
and  environmental  organizations  and  causes.  As  of  June  30,  2003,  the
Corporation  has  paid  the  full  amounts  for both of these arrangements.  The
Corporation  has been placed on probation for two years and will perform certain
environmental  audits,  as  well  as other environmentally related actions.  The
Corporation had recorded liabilities during the negotiation period and therefore
its  results  of  operations  and  financial position were not affected by these
arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse  effect  on  its  financial  position  or  results  of  operations.
Note  12.     Financial  Information  for  Guarantors  of the Corporation's Bond
Offering
The Corporation issued 9 1/8% Senior Subordinated Notes ("bonds") 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  long-term  debt.  These bonds are guaranteed by substantially all existing
and  future directly or indirectly wholly-owned domestic restricted subsidiaries
of  the  Corporation  ("guarantors").  The  guarantors,  fully,  jointly  and
severally, irrevocably and unconditionally guarantee the performance and payment
when due of all the obligations under the bonds.  The Corporation's unrestricted
subsidiaries  that  resulted  from  the January 2001 Eurocir acquisition and its
foreign  subsidiaries  are  not  guarantors of the indebtedness under the bonds.
The  following financial information is presented to give additional disclosures
to  the  consolidated  condensed  financial  statements, with respect to: a) the
parent  (MacDermid,  Incorporated  as  the  issuer),  b)  the guarantors, c) the
non-guarantor  subsidiaries,  d) the unrestricted non-guarantor subsidiaries, e)
elimination entries and f) the Corporation on a consolidated basis for and as of
the  fiscal  periods  ended  June  30, 2003 and 2002 and December 31, 2002.  The
equity  method  has  been  used  by  the  parent  with respect to investments in
guarantor  subsidiaries.  The  equity  method  also  has been used by subsidiary
guarantors  with  respect  to  investments  in non-guarantor subsidiaries and by
subsidiary  non-guarantors  with  respect  to  investments  in  unrestricted
non-guarantor  subsidiaries.  Financial statements for subsidiary guarantors are
presented  as  a  combined  entity.  The  financial information includes certain
allocations  of revenues and expenses based on management's best estimates which
is  not  necessarily indicative of financial position, results of operations and
cash  flows  that  these entities would have achieved on a stand-alone basis and
should  be  read  in  conjunction with the consolidated financial statements and
notes  thereto  included  in  the Corporation's Annual Report for the year ended
December  31,  2002.

CONSOLIDATED  CONDENSED  BALANCE  SHEET
JUNE  30,  2003
(unaudited)
<TABLE>
<CAPTION>


                                                                                                                     MACDERMID
                                                                                    UNRESTRICTED                   INCORPORATED

<PAGE>
                                      MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                                    INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS   SUBSIDIARIES
                                    -------------  --------------  --------------  --------------  --------------  -------------
<S>                                 <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents. . . . .  $      16,095  $       1,825   $      19,985   $         398   $           -   $      38,303
Accounts receivables, net. . . . .         10,929         19,246         103,144          13,387               -         146,706
Due (to) from affiliates . . . . .         84,894        (23,157)        (30,898)        (30,839)              -               -
Inventories. . . . . . . . . . . .          9,384         27,316          45,334           9,931               -          91,965
Prepaid expenses . . . . . . . . .            543          2,140           4,276               -               -           6,959
Deferred income taxes. . . . . . .         17,059              -           4,209             728               -          21,996
                                    -------------  --------------  --------------  --------------  --------------  -------------
Total current assets . . . . . . .        138,904         27,370         146,050          (6,395)              -         305,929

Property, plant and equipment, net         14,631         40,132          55,986          19,130               -         129,879
Goodwill . . . . . . . . . . . . .         21,680         68,574         103,946               -               -         194,200
Intangibles, net . . . . . . . . .              -          6,182          24,831              82               -          31,095
Investments in subsidiaries. . . .        354,468        234,173         (23,939)              -        (564,702)              -
Other assets . . . . . . . . . . .         39,259          7,903           8,328           3,201               -          58,691
                                    -------------  --------------  --------------  --------------  --------------  -------------
                                    $     568,942  $     384,334   $     315,202   $      16,018   $    (564,702)  $     719,794
                                    =============  ==============  ==============  ==============  ==============  =============
</TABLE>

CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
JUNE  30,  2003
(unaudited)
<TABLE>
<CAPTION>


                                                                                                                 MACDERMID
                                                                                UNRESTRICTED                    INCORPORATED

<PAGE>
                                 MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                                INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                               --------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>             <C>             <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . .  $           -   $           -   $         812   $       1,920   $           -   $       2,732
Current installments of long-
term obligations. . . . . . .              -             146             413           5,841               -           6,400
Accounts and dividend payable         10,937           7,407          35,018          15,890               -          69,252
Accrued expenses. . . . . . .         33,084           8,958          26,975           4,016               -          73,033
Income taxes. . . . . . . . .        (13,673)         12,748           6,829            (841)              -           5,063
                               --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities . .         30,348          29,259          70,047          26,826               -         156,480

Long-term obligations . . . .        301,784             569             504           9,359               -         312,216
Accrued postretirement. . . .         15,604               -           4,804               -               -          20,408
Deferred income taxes . . . .             (2)              -           4,690             837               -           5,525
Other long-term liabilities .              -              38             984              62               -           1,084
Minority interest . . . . . .              -               -               -           2,873               -           2,873
Put and call agreement on
common stock. . . . . . . . .         21,293               -               -               -               -          21,293

Shareholders' equity:
Common stock. . . . . . . . .         46,645             (50)          3,760               3          (3,713)         46,645
Additional paid-in capital. .          2,148         207,741         109,614          10,260        (327,615)          2,148
Retained earnings . . . . . .        247,817         137,213         124,727         (30,813)       (231,127)        247,817
Cumulative comprehensive
income equity adjustments . .         (6,471)          9,564          (3,928)         (3,389)         (2,247)         (6,471)
Less, cost of common shares
in treasury . . . . . . . . .        (90,224)              -               -               -               -         (90,224)
                               --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity. .        199,915         354,468         234,173         (23,939)       (564,702)        199,915

                               --------------  --------------  --------------  --------------  --------------  --------------
                               $     568,942   $     384,334   $     315,202   $      16,018   $    (564,702)  $     719,794
                               ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>


CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
SIX  MONTHS  ENDED  JUNE  30,  2003
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED

<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      45,071   $      84,544   $     184,555   $      42,572   $      (8,573)  $     348,169
Cost of sales. . . . . . .         28,636          37,867         101,331          38,743          (8,573)        198,004
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .         16,435          46,677          83,224           3,829               -         150,165

Operating expenses:
Selling, technical and
administrative . . . . . .         24,932          19,395          50,564           3,585               -          98,476
Amortization . . . . . . .              -           1,066             539              17               -           1,622
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   24,932          20,461          51,103           3,602               -         100,098
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (8,497)         26,216          32,121             227               -          50,067

Equity in earnings of
subsidiaries . . . . . . .        (38,299)        (20,644)            895               -          58,048               -
Interest income. . . . . .            (80)           (106)           (320)            (19)              -            (525)
Interest expense . . . . .         16,186          (2,244)            985           1,307               -          16,234
Other expense (income),
net. . . . . . . . . . . .           (263)           (278)            202            (151)              -            (490)
                            --------------  --------------  --------------  --------------  --------------  --------------
                                  (22,456)        (23,272)          1,762           1,137          58,048          15,219
                            --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes and
minority interest. . . . .         13,959          49,488          30,359            (910)        (58,048)         34,848
Income taxes benefit
(expense). . . . . . . . .          9,737         (11,189)         (9,715)             15               -         (11,152)
Minority interest. . . . .              -               -               -               -               -               -
                            --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . . .  $      23,696   $      38,299   $      20,644   $        (895)  $     (58,048)  $      23,696
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  EARNINGS
THREE  MONTHS  ENDED  JUNE  30,  2003
(unaudited)
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED

<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      21,991   $      41,943   $      93,968   $      21,789   $      (3,952)  $     175,739
Cost of sales. . . . . . .         13,836          18,146          52,126          19,668          (3,952)         99,824
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .          8,155          23,797          41,842           2,121               -          75,915

Operating expenses:
Selling, technical and
administrative . . . . . .         12,495           9,123          25,892           1,844               -          49,354
Amortization . . . . . . .              -             556             287               9               -             852
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   12,495           9,679          26,179           1,853               -          50,206
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (4,340)         14,118          15,663             268               -          25,709

Equity in earnings of
subsidiaries . . . . . . .        (20,006)        (10,123)            430               -          29,699               -
Interest income. . . . . .            (49)            (90)           (182)             (9)              -            (330)
Interest expense . . . . .          8,370          (1,122)            415             680               -           8,343
Other expense (income),
net. . . . . . . . . . . .            (81)           (231)            179              (9)              -            (142)
                            --------------  --------------  --------------  --------------  --------------  --------------
                                  (11,766)        (11,566)            842             662          29,699           7,871
                            --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes and
minority interest. . . . .          7,426          25,684          14,821            (394)        (29,699)         17,838
Income taxes benefit
(expense). . . . . . . . .          4,704          (5,678)         (4,698)            (36)              -          (5,708)
Minority interest. . . . .              -               -               -               -               -               -
                            --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . . .  $      12,130   $      20,006   $      10,123   $        (430)  $     (29,699)  $      12,130
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  STATEMENTS  OF  CASH  FLOWS
SIX  MONTHS  ENDED  JUNE  30,  2003
(unaudited)
<TABLE>
<CAPTION>


                                                                                                             MACDERMID
                                                                             UNRESTRICTED                   INCORPORATED

<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                       AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  -------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
by (used in) operating
activities:. . . . . . . .  $     (22,736)  $      36,143   $      29,625   $       1,951   $           -  $      44,983

Investing activities:
Capital expenditures . . .           (785)           (227)         (1,341)           (400)              -         (2,753)
Proceeds from disposition
of fixed assets. . . . . .              -               -              52               -               -             52
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) investing
activities . . . . . . . .           (785)           (227)         (1,289)           (400)              -         (2,701)
                            --------------  --------------  --------------  --------------  -------------  --------------

Financing activities:
Short-term borrowings
(repayments), net. . . . .         40,707         (31,045)        (13,477)         (1,859)              -         (5,674)
Long-term borrowings . . .              -               -               -           3,570               -          3,570
Long-term repayments . . .              -               -            (269)         (3,219)              -         (3,488)
Purchase of treasury
shares . . . . . . . . . .        (30,460)              -               -               -               -        (30,460)
Dividends paid . . . . . .         15,216          (5,360)        (11,122)              -               -         (1,266)
                            --------------  --------------  --------------  --------------  -------------  --------------
Net cash flows provided
by (used in) financing
activities . . . . . . . .         25,463         (36,405)        (24,868)         (1,508)              -        (37,318)
                            --------------  --------------  --------------  --------------  -------------  --------------

Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . .              -               -           1,303              17               -          1,320
                            --------------  --------------  --------------  --------------  -------------  --------------
Net (decrease) increase in
cash and cash equivalents.          1,942            (489)          4,771              60               -          6,284

Cash and cash equivalents
at beginning of period . .         14,153           2,314          15,214             338               -         32,019

Cash and cash equivalents
                            --------------  --------------  --------------  --------------  -------------  --------------
at end of period . . . . .  $      16,095   $       1,825   $      19,985   $         398   $           -  $      38,303
                            ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

CONSOLIDATED  CONDENSED  BALANCE  SHEET
DECEMBER  31,  2002
(audited)
<TABLE>
<CAPTION>


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                   INCORPORATED

<PAGE>
                               MACDERMID      GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS   SUBSIDIARIES
                             -------------  --------------  --------------  --------------  --------------  -------------
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents .  $      14,153  $       2,314   $      15,214   $         338   $           -   $      32,019
Accounts receivables, net .         10,561         21,322          98,228          12,695               -         142,806
Due (to) from affiliates. .        132,264        (69,017)        (36,066)        (27,181)              -               -
Inventories . . . . . . . .          9,002         26,269          42,497           7,970               -          85,738
Prepaid expenses. . . . . .            488          1,323           3,646               -               -           5,457
Deferred income taxes . . .         17,059              -           4,587             952               -          22,598
                             -------------  --------------  --------------  --------------  --------------  -------------
Total current assets. . . .        183,527        (17,789)        128,106          (5,226)              -         288,618

Property, plant and
equipment, net. . . . . . .         15,100         42,779          55,129          19,573               -         132,581
Goodwill. . . . . . . . . .         21,680         68,574         103,946               -               -         194,200
Intangibles, net. . . . . .              -          6,686          25,049              90               -          31,825
Investments in subsidiaries        314,126        225,676         (21,318)              -        (518,484)              -
Other assets. . . . . . . .         39,485         10,130           8,722           2,332               -          60,669
                             -------------  --------------  --------------  --------------  --------------  -------------
                             $     573,918  $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                             =============  ==============  ==============  ==============  ==============  =============
</TABLE>

CONSOLIDATED  CONDENSED  BALANCE  SHEET  (CONTINUED)
DECEMBER  31,  2002
(audited)
<TABLE>
<CAPTION>


                                                                                                                 MACDERMID
                                                                                UNRESTRICTED                    INCORPORATED

<PAGE>
                                 MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                                INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                               --------------  --------------  --------------  --------------  --------------  --------------
<S>                            <C>             <C>             <C>             <C>             <C>             <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . .  $           -   $           -   $       1,792   $       3,332   $           -   $       5,124
Current installments of long-
term obligations. . . . . . .              -             146             391           5,693               -           6,230
Accounts and dividend payable         11,854           7,975          30,347          14,289               -          64,465
Accrued expenses. . . . . . .         31,897          10,250          24,591           2,824               -          69,562
Income taxes. . . . . . . . .         (4,763)          2,804           6,201            (515)              -           3,727
                               --------------  --------------  --------------  --------------  --------------  --------------
Total current liabilities . .         38,988          21,175          63,322          25,623               -         149,108

Long-term obligations . . . .        301,732             705             719           8,657               -         311,813
Accrued postretirement. . . .         15,462               -           4,226               -               -          19,688
Deferred income taxes . . . .              -               -           4,719             816               -           5,535
Other long-term liabilities .             (2)             50             972             118               -           1,138
Minority interest . . . . . .              -               -               -           2,873               -           2,873

Shareholders' equity:
Common stock. . . . . . . . .         46,640             (50)          3,760               3          (3,713)         46,640
Additional paid-in capital. .         21,261         207,741         109,614          10,260        (327,615)         21,261
Retained earnings . . . . . .        225,387         115,397         115,205         (29,917)       (200,685)        225,387
Cumulative comprehensive
income equity adjustments . .        (15,786)         (8,962)         (2,903)         (1,664)         13,529         (15,786)
Less, cost of common shares
in treasury . . . . . . . . .        (59,764)              -               -               -               -         (59,764)
                               --------------  --------------  --------------  --------------  --------------  --------------
Total shareholders' equity. .        217,738         314,126         225,676         (21,318)       (518,484)        217,738
                               --------------  --------------  --------------  --------------  --------------  --------------

                               $     573,918   $     336,056   $     299,634   $      16,769   $    (518,484)  $     707,893
                               ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

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


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED

<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      50,212   $      93,842   $     165,504   $      42,838   $      (8,718)  $     343,678
Cost of sales. . . . . . .         31,220          47,484          91,061          37,240          (8,718)        198,287
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .         18,992          46,358          74,443           5,598               -         145,391

Operating expenses:
Selling, technical and
administrative . . . . . .         27,188          20,926          46,958           3,313               -          98,385
Amortization . . . . . . .          1,730             821             573              14               -           3,138
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   28,918          21,747          47,531           3,327               -         101,523
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (9,926)         24,611          26,912           2,271               -          43,868

Equity in earnings of
subsidiaries . . . . . . .        (28,465)        (16,550)            (33)              -          45,048               -
Interest income. . . . . .            (40)            (52)           (171)            (14)              -            (277)
Interest expense . . . . .          8,391           5,246           2,989           1,318               -          17,944
Other expense (income),
net. . . . . . . . . . . .            788            (160)            (93)             18               -             553
                            --------------  --------------  --------------  --------------  --------------  --------------
                                  (19,326)        (11,516)          2,692           1,322          45,048          18,220
                            --------------  --------------  --------------  --------------  --------------  --------------

Earnings before taxes and
minority interest. . . . .          9,400          36,127          24,220             949         (45,048)         25,648
Income taxes benefit
(expense). . . . . . . . .          7,605          (7,662)         (7,670)           (481)              -          (8,208)
Minority interest. . . . .              -               -               -            (435)              -            (435)
                            --------------  --------------  --------------  --------------  --------------  --------------
Net earnings (loss). . . .  $      17,005   $      28,465   $      16,550   $          33   $     (45,048)  $      17,005
                            ==============  ==============  ==============  ==============  ==============  ==============
</TABLE>

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


                                                                                                              MACDERMID
                                                                             UNRESTRICTED                    INCORPORATED

<PAGE>
                              MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                        AND
                             INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS    SUBSIDIARIES
                            --------------  --------------  --------------  --------------  --------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Net sales. . . . . . . . .  $      25,416   $      47,551   $      85,584   $      22,666   $      (4,495)  $     176,722
Cost of sales. . . . . . .         15,509          23,441          46,748          19,549          (4,495)        100,752
                            --------------  --------------  --------------  --------------  --------------  --------------
Gross profit . . . . . . .          9,907          24,110          38,836           3,117               -          75,970

Operating expenses:
Selling, technical and
administrative . . . . . .         14,023          10,713          24,756           1,830               -          51,322
Amortization . . . . . . .            864             411             288               7               -           1,570
                            --------------  --------------  --------------  --------------  --------------  --------------
                                   14,887          11,124          25,044           1,837               -          52,892
                            --------------  --------------  --------------  --------------  --------------  --------------
Operating profit (loss). .         (4,980)         12,986          13,792           1,280               -          23,078

Equity in earnings of
subsidiaries . . . . . . .        (15,369)         (8,980)            (84)              -          24,433               -
Interest income. . . . . .            (18)            (19)            (92)             (8)              -            (137)
Interest expense . . . . .          4,375           2,240           1,460             669               -           8,744
Other expense (income),
net. . . . . . . . . . . .            331              20               5               4               -             360
                            --------------  --------------  --------------  --------------  --------------  --------------
                                  (10,681)         (6,739)          1,289             665          24,433           8,967
                            --------------  --------------  --------------  --------------  --------------  --------------

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

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


                                                                                                               MACDERMID
                                                                               UNRESTRICTED                   INCORPORATED

<PAGE>
                                MACDERMID       GUARANTOR      NONGUARANTOR    NONGUARANTOR                       AND
                               INCORPORATED    SUBSIDIARIES    SUBSIDIARIES    SUBSIDIARIES   ELIMINATIONS    SUBSIDIARIES
                              --------------  --------------  --------------  --------------  -------------  --------------
<S>                           <C>             <C>             <C>             <C>             <C>            <C>
Net cash flows provided
by (used in) operating
activities:. . . . . . . . .  $      10,778   $       9,873   $      26,524   $       2,778   $           -  $      49,953

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

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

Effect of exchange rate
changes on cash and cash
equivalents. . . . . . . . .              -               -             624              35               -            659
                              --------------  --------------  --------------  --------------  -------------  --------------

Net (decrease) increase in
cash and cash equivalents. .         (3,601)           (453)          2,745             (65)              -         (1,374)

Cash and cash equivalents
at beginning of period . . .          4,419           1,881          10,261             506               -         17,067

Cash and cash equivalents
                              --------------  --------------  --------------  --------------  -------------  --------------
at end of period . . . . . .  $         818   $       1,428   $      13,006   $         441   $           -  $      15,693
                              ==============  ==============  ==============  ==============  =============  ==============
</TABLE>

ITEM  2:
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE  FOLLOWING DISCUSSION COMPARES THE RESULTS OF OPERATIONS FOR THE THREE MONTH
PERIOD  WHICH  ENDED  JUNE  30,  2003  TO  THE  SAME  PERIOD  IN  2002.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing:  Net  sales  for  the  current  quarter were $84.3
million,  an  increase  of  $3.7  million,  or 5% from $80.6 million in the same
period  last year.  This includes a positive foreign currency translation effect
of  $6.8 million.  Excluding this effect total sales would have shown a decrease
of  4%.  Proprietary  sales,  excluding  the  effects  of  foreign  currency
translation,  were  5%  lower than the same period last year.  Proprietary sales
remain weak largely due to lower consumer spending in the electronics industries
and  a  cyclical  slowdown  for  industrial  applications.
Costs  of  sales,  as a percentage of sales were similar to the same period last
year.  Gross  profit  percentage  was  51.6%  as  compared to 51.9% for the same
period  last  year  as  plant  closures  and  cost  reduction  efforts have been
established.
Selling,  technical and administrative expenses ("ST&A") were $30.2 million this
quarter,  a  2%  decrease  as compared to $31.0 million for the same period last
year.  The  decrease  in  ST&A  was offset by a $2.3 million unfavorable foreign
currency  translation effect, otherwise ST&A would have decreased 10%.  Customer
credit  risk  was heightened last year and as such a provision for bad debts was
higher  than  is  normal for the electronics business in last year's three month
period.  ST&A  as  a  percentage  of  sales for the current quarter was 35.9% as
compared  to 38.5% in the same period last year.  Total amortization expense was
$0.7  million  for the quarter, which was $0.7 million less than the same period
last  year.
As a result of the factors discussed above, advanced surface finishing operating
profit  (after  amortization) for the three months ended June 30, 2003 increased
33%  to  $12.5  million  from  $9.4  million  in  the  same  period  last  year.
Printing  Solutions:  Net  sales  for  the current quarter were $69.7 million, a
decrease of $3.8 million, or 5% from $73.5 million in the same period last year.
This  includes  a  positive foreign currency translation effect of $3.6 million.
Excluding this effect total sales would have shown a 10% decrease.  Sales to the
commercial  advertising  customers  have  been depressed while activity in these
industries  remains  soft.
Costs  of  sales,  as a percentage of sales were below the same period last year
due  to  production facility reorganization and a related decrease in production
overheads.  Gross  profit percentage was 43.6% as compared to 42.2% for the same
period  last  year  as  these  cost  improvements  were  realized.
ST&A  expenses  were  $17.3  million  this quarter, a 7% decrease as compared to
$18.5  million  for  the same period last year.  The decrease in costs structure
was  offset  by  a $0.9 million unfavorable foreign currency translation effect,
otherwise  ST&A would have decreased 11%.  ST&A as a percentage of sales for the
current  quarter  was  24.8%  as compared to 25.2% in the same period last year.
Total  amortization  expense  was  $0.2  million  for the current and prior year
quarters.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  for  the three months ended June 30, 2003 increased 4% to
$12.9  million  from  $12.4  million  in  the  same  period  last  year.
Electronics Manufacturing: Net sales for the current quarter were $21.8 million,
a  decrease  of  $0.9  million, or 4% from $22.7 million in the same period last
year.  This  includes  a positive effect of foreign currency translation of $4.1
million,  otherwise  total  sales  would  have  shown  a  22%  decrease.
Costs  of sales, as a percentage of sales increased and as a result gross profit
percentage decreased to 9.7% as compared to 13.8% for the same period last year.
The  major  factors  were  higher  labor  costs,  as well as, to a lesser extent
depreciation,  rental  and  utilities.
ST&A expenses were less than 1% higher as compared to the same period last year,
the  result  of  a $0.3 million unfavorable foreign currency translation effect.
ST&A  as  a  percentage of sales for the current quarter was 8.5% as compared to
8.1%  in  the  same  period  last  year.
As  a  result  of  the  factors  discussed  above, the electronics manufacturing
operating  profit  (after amortization) for the three months ended June 30, 2003
decreased  79%  to  $0.3 million from $1.3 million in the same period last year.
Consolidated: Net sales for the current quarter of $175.7 million decreased $1.0
million or 1% from $176.7 million in the same period last year.  This includes a
$14.6  million  positive effect from foreign currency translation which resulted
in  higher reported net sales.  Excluding this effect, reported sales would have
decreased 9% and proprietary sales, which were roughly 82% of total net sales in
both  periods  would  have  decreased  8%.
Gross  profits  were  flat  for  the  three  month period ended June 30, 2003 as
compared  to  the  same period last year.  Cost reduction efforts were offset by
lower  sales  volumes.  Accordingly,  gross  profit as a percentage of sales was
43.2%  for  the three month period ended June 30, 2003, as compared to 43.0% for
the  same  period  last  year.
ST&A  expenses  were  $2.0  million,  or 4% less than the same period last year.
Excluding  a  $3.5 million unfavorable foreign currency translation effect, ST&A
expenses would have been 11% lower.  ST&A as a percentage of sales for the three
month  period  was  28.1%  as  compared  to 29.0% for the same period last year.
Total  amortization  expense  was  $0.9  million for the quarter.  This was $0.7
million  less  than  the  same  period  last  year.
Operating  profit  (after amortization) for the three months ended June 30, 2003
was  $25.7  million, an increase of $2.6 million, or approximately 11% more than
$23.1  million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The  Corporation's  effective income tax rate approximates 32% for the three and
six  month  periods  ended June 30, 2003.  The effective income tax rate for the
three  and six month periods ended June 30, 2002 were 30% and 32%, respectively.
The  rate difference for the three months ended June 30, 2002 is attributable to
a  reduction  of the tax rate in that quarter from 35% to 32%, with year-to-date
effect,  due to the benefits realized from domestic tax minimization strategies.
NET  EARNINGS
Net  interest  expense  of  $8.0 million was approximately 7% less than the same
period last year, as a result of lower average bank debt balances.  Net earnings
available  to common shareholders for the three month period ended June 30, 2003
of  $0.38 per share was 27% higher than $0.30 per share for the same period last
year.  The  impact  from  foreign currency translation was favorable to reported
earnings  by  approximately  $0.02  per  share  for  the  three  month  period.
THE  FOLLOWING  DISCUSSION  COMPARES THE RESULTS OF OPERATIONS FOR THE SIX MONTH
PERIOD  WHICH  ENDED  JUNE  30,  2003  TO  THE  SAME  PERIOD  IN  2002.
SALES,  COSTS  AND  EXPENSES
Advanced  Surface  Finishing:  Net  sales for the six months ended June 30, 2003
were  $168.1  million, an increase of $9.1 million, or 6% from $159.0 million in
the  same  period  last  year.  This  includes  a  positive  foreign  currency
translation  effect  of  $13.7 million.  Excluding this effect total sales would
have  shown  a 3% decrease.  Proprietary sales, excluding the effects of foreign
currency translation, were 4% lower than the same period last year.  Proprietary
sales  remain  weak  largely  due  to lower consumer spending in the electronics
industries  and  a  cyclical  slowdown  for  industrial  applications.
Costs of sales, as a percentage of sales for the six month period were below the
same  period  last  year.  Lower  costs  were  influenced  by  the  closure of a
production  facility  and  associated  cost  reduction  efforts.  Gross  profit
percentage  was  51.2%  as compared to 50.5% for the same period last year, in a
large  part,  a  result  of  the  cost  reductions.
Selling,  technical  and administrative expenses ("ST&A") were $60.0 million for
the  six  month  period, a 1% increase as compared to $59.4 million for the same
period  last  year.  The  increase  is  from  a $4.5 million unfavorable foreign
currency  translation effect, otherwise ST&A would have decreased 6%.  ST&A as a
percentage  of  sales for the six month period was 35.7% as compared to 37.3% in
the  same period last year.  Total amortization expense was $1.3 million for the
six  month  period,  which was $1.5 million less than the same period last year.
As a result of the factors discussed above, advanced surface finishing operating
profit (after amortization) for the six months ended June 30, 2003 increased 37%
to  $24.8  million  from  $18.1  million  in  the  same  period  last  year.
Printing Solutions: Net sales for the six months ended June 30, 2003 were $137.5
million,  a  decrease  of  $4.4  million,  or 3% from $141.9 million in the same
period  last year.  This includes a positive foreign currency translation effect
of  $6.4  million.  Excluding  this  effect  total  sales would have shown an 8%
decrease.  Sales  to  the  commercial  advertising customers have been depressed
while  activity  in  these  industries  remains  soft.
Costs of sales, as a percentage of sales for the six month period were below the
same  period  last  year,  largely  due to the closure of a production facility.
Gross  profit percentage was 43.8% as compared to 42.0% for the same period last
year,  influenced  by  cost  reduction  efforts.
ST&A  expenses  were  $34.9  million  for the six month period, a 2% decrease as
compared  to  $35.7  million  for  the  same period last year.  Excluding a $1.6
million  unfavorable  foreign  currency  translation effect, ST&A expenses would
have  been 7% lower.  ST&A as a percentage of sales for the six month period was
25.4%  as  compared  to  25.2% in the same period last year.  Total amortization
expense was $0.3 million for the six month period, which was similar to the same
period  last  year.
As  a result of the factors discussed above, printing solutions operating profit
(after  amortization)  for  the  six  months ended June 30, 2003 increased 7% to
$25.1  million  from  $23.5  million  in  the  same  period  last  year.
Electronics Manufacturing: Net sales for the six months ended June 30, 2003 were
$42.6  million, a decrease of $0.2 million, or 1% from $42.8 million in the same
period  last  year.  This  includes  a  positive  effect  of  foreign  currency
translation  of  $7.9  million,  otherwise  total  sales  would have shown a 19%
decrease.
Costs  of sales, as a percentage of sales increased and as a result gross profit
percentage  was  9.0%  as  compared to 13.1% for the same period last year.  The
major  factors  were  higher  depreciation  coupled  with  labor  and  utilities
increases.
ST&A  expenses increased $0.3 million, or 8% as compared to the same period last
year,  the  result  of  a  $0.7 million unfavorable foreign currency translation
effect.  ST&A  as  a  percentage  of  sales for the six month period was 8.4% as
compared  to  7.7%  in  the  same  period  last  year.
As  a  result  of  the  factors  discussed  above, the electronics manufacturing
operating  profit  (after  amortization)  for the six months ended June 30, 2003
decreased  90%  to  $0.2 million from $2.3 million in the same period last year.
Consolidated: Net sales for the six months ended June 30, 2003 of $348.2 million
increased  $4.5  million or 1% from $343.7 million in the same period last year.
This  includes a $28.1 million positive effect from foreign currency translation
which  resulted  in  higher reported net sales.  Excluding this effect, reported
sales  would  have decreased 7% and proprietary sales, which were roughly 82% of
total  net  sales  in  both  periods  would  have  decreased  6%.
Gross  profits  increased  3%  for  the  six month period ended June 30, 2003 as
compared to the same period last year.  The closure of production facilities and
other  cost  reduction  efforts  offset lower sales volumes.  Accordingly, gross
profit  as  a  percentage of sales for the six month period ending June 30, 2003
was  43.1%  as  compared  to  42.3%  for  the  same  period  last  year.
ST&A  expenses  were  flat, or $0.1 million more than the same period last year.
Excluding  a  $6.8 million unfavorable foreign currency translation effect, ST&A
expenses  would  have  been 7% lower.  ST&A as a percentage of sales for the six
month  period  was  28.3%  as  compared  to 28.6% for the same period last year.
Total  amortization expense was $1.6 million for the six month period ended June
30,  2003.  This  was  $1.5  million  less  than  the  same  period  last  year.
Operating  profit  (after  amortization) for the six month period ended June 30,
2003  of  $50.1  million, an increase of $6.2 million, or approximately 14% more
than  $43.9  million  for  the  same  period  last  year.
PROVISION  FOR  INCOME  TAXES
The  Corporation's  effective  income tax rate approximates 32% for both the six
month  period  ended  June  30,  2003  and  2002.
NET  EARNINGS
Net  interest  expense,  $15.7  million was approximately 11% less than the same
period  last  year,  attributable to cash management programs resulting in lower
average  debt  balances.  Net  earnings available to common shareholders for the
six  month  period  ended  June  30, 2003 of $0.74 per share was 42% higher than
$0.52 per share for the same period last year.  The impact from foreign currency
translation  was favorable to reported earnings by approximately $0.05 per share
for  the  six  month  period.
Financial  Condition
Operating  activities  during the six months ending June 30, 2003 provided a net
cash  inflow  of  $45.0  million.  This  included net earnings of $23.7 million,
non-cash  expenses  for  depreciation,  amortization,  bad  debts  and  stock
compensation  of  $17.1  million,  and  a  net  decrease in operating assets and
liabilities  of  $4.2  million.  A  large  portion  of  the  cash generated from
operations  during  this  period  was  utilized  to  repurchase treasury shares.
Investing activities for the six months ended June 30, 2003 utilized net cash of
$2.7  million,  all  of  which  relates  to  capital expenditures.  This capital
spending compares with total planned expenditures of approximately $13.0 million
for  the  full  year.
Financing  activities  for the six months ended June 30, 2003 consisted of a net
use  of  cash  of  $37.3  million  primarily  used  for treasury shares of $30.5
million,  as  well  as  net  debt  repayment  of  $5.6  million and dividends to
shareholders  ($0.02  per  common  share  in each quarter) of $1.2 million.  The
Board  of Directors on August 5, 2003, voted to increase the dividend from $0.02
per  share  to  $0.03  per  share,  effective  with  the  next  payment.
The  Corporation's  financial  position remains strong.  Working capital at June
30,  2003 was $149.4 million as compared to $139.5 million at December 31, 2002.
The  Corporation  issued  9  1/8% senior subordinated notes in June 2001, with a
face  amount  of $301.5 million, which pay interest semiannually on January 15th
and  July  15th and mature in 2011.  The Corporation also has a long-term credit
arrangement,  which  consists of a combined revolving loan facility that permits
borrowings,  denominated  in  US  dollars  and  foreign currencies, of up to $50
million.  There  has  been no balance outstanding, or activity on this revolving
loan  facility for the periods presented.  The Corporation has other uncommitted
credit  facilities  which  presently  total  approximately  $59 million.  These,
together  with the Corporation's cash flows from operations are adequate to fund
working  capital  and  expected  capital  expenditures.

There  are  no  long-term  commitments  (including the short-term portion) which
would  have a significant impact upon results of operations, financial condition
or  liquidity  of  the  Corporation, other than the obligations in the following
table:
<TABLE>
<CAPTION>



<S>                                                   <C>         <C>         <C>               <C>
($millions). . . . . . . . . . . . . . . . . . . . .  This Year    2-4 Years   5 or More Years  Total
                                                      ----------  ----------  ----------------  ------
             Long-term debt. . . . . . . . . . . . .  $      5.4  $      8.6  $          302.2  $316.2
             Capital leases. . . . . . . . . . . . .         1.0         1.2               0.2     2.4
             Operating leases. . . . . . . . . . . .         9.4        12.9              11.1    33.4
             Put and call agreement on common stock.        21.3           -                 -    21.3
                                                      ----------  ----------  ----------------  ------
Total contractual cash commitments . . . . . . . . .  $     37.1  $     22.7  $          313.5  $373.3
                                                      ==========  ==========  ================  ======
</TABLE>


The  Board  of Directors from time-to-time authorizes the purchase of issued and
outstanding  shares  of  the Corporation's common stock.  Such additional shares
may be acquired through privately negotiated transactions or on the open market.
Any  future  repurchases  by  the  Corporation  will  depend  on various factors
including  the  market  price of its shares, its business and financial position
and  general economic or market conditions.  Additional shares acquired pursuant
to  such  authorizations  will be held in the Corporation's treasury and will be
available  for  the  Corporation to issue for various corporate purposes without
further shareholder action (except as required by applicable law or the rules of
any securities exchange on which the shares are then listed).  At June 30, 2003,
the  outstanding  authorization  to  purchase  approximately 1.65 million shares
would  cost  approximately  $43.4  million.  On  May  7,  2003,  the Corporation
executed  a  purchase  and  sale  agreement  with  Citicorp  Venture Capital Ltd
("CVC"),  to  acquire  all  of their 2.2 million outstanding common shares on or
before  November 3, 2003.  The price per share is subject to a minimum of $22.60
and  a  maximum  of  $25.00  by  this agreement.  The Corporation purchased 1.35
million  shares,  at  $22.60  per  share, for $30.5 million on May 7, 2003.  The
Corporation  expects  to purchase the remaining 0.85 million shares for not less
than  $19.2  million and not more than $21.3 million.  As a result, an amount of
$21.3  million  has  been  reclassified as temporary equity with a transfer from
additional  paid  in  capital  to put and call agreement on common stock, on the
consolidated condensed balance sheet at June 30, 2003, representing the value of
the  shares as of that date, in accordance with Emerging Issues Task Force Issue
No.  00-19,  "Accounting  for  Derivative  Financial Instruments Indexed to, and
Potentially  Settled  in,  a  Company's  Own  Stock".
The  following table presents owner earnings for the six and three month periods
ended  June  30,  2003  and  2002.  Owner  earnings is defined as cash flow from
operations  less net capital spending and is not intended to represent cash flow
from  operations  as  defined by generally accepted accounting principles.  This
measure  should  not  be used as an alternative to net income as an indicator of
operating  performance  or  to cash flows as a measure of liquidity.  Management
believes that owner earnings portrays a meaningful measure of the impact of free
cash  flow,  which  is  an  important  factor  towards  the  growth of intrinsic
shareholder  value  over  time.


<TABLE>
<CAPTION>



<S>                          <C>           <C>               <C>             <C>
                             Six Months    Ended June 30,    Three Months    Ended June 30,
                                    2003              2002            2003              2002
                             ------------  ----------------  --------------  ----------------
Cash provided by operations  $      45.0   $          50.0   $        25.6   $          37.1
Less: capital spending, net         (2.7)             (2.3)           (1.7)             (1.1)
                             ------------  ----------------  --------------  ----------------
Owner earnings. . . . . . .  $      42.3   $          47.7   $        23.9   $          36.0
                             ============  ================  ==============  ================
</TABLE>

CRITICAL  ACCOUNTING  POLICIES
In preparing the consolidated financial statements in conformity with accounting
principles  generally  accepted in the United States of America, management must
undertake  decisions  that  impact the reported amounts and related disclosures.
Such decisions include the selection of the appropriate accounting principles to
be  applied  and  also  assumptions  upon  which accounting estimates are based.
Management  applies  judgment  based  on  its  understanding and analysis of the
relevant  circumstances  to  reach  these  decisions.  By  their  nature,  these
judgments  are  subject to an inherent degree of uncertainty, accordingly actual
results  could  differ  significantly  from  the  estimates  applied.
The  Corporation's  critical  accounting  policies  include  the  following:
Revenue  Recognition:  The  Corporation  recognizes  revenue,  including freight
charged to customers, when products are shipped and the customer takes ownership
and assumes the risk of loss, collection of the relevant receivable is probable,
persuasive  evidence  that an arrangement exists and the sales price is fixed or
determinable.  The  Corporation's  shipping  terms are customarily "FOB shipping
point"  and  do  not  include  right  of  inspection  or  acceptance provisions.
Equipment  sales  arrangements  may  include  right  of inspection or acceptance
provisions  in  which  case revenue is deferred until these provisions have been
satisfied.
Accounts  Receivable: The Corporation performs ongoing credit evaluations of its
customers  and  adjusts  credit  limits  based  upon  payment  history  and  the
customer's  credit worthiness.  The Corporation continually monitors collections
and  payments  from its customers and maintains a provision for estimated credit
losses  based  upon  historical  experience and any specific customer collection
issues  that it has identified.  While such credit losses have historically been
within  management's  expectations and the provisions for bad debts established,
there  is no guarantee that the Corporation will continue to experience the same
credit  loss  rates  as  in  the  past.
Inventories:  The  Corporation  values  inventory  at  lower  of average cost or
replacement market.  Management regularly reviews obsolescence to determine that
inventories are appropriately reserved.  In making any determination, historical
write-offs,  customer  demand,  alternative  product  uses,  usage  rates  and
quantities  of  stock  on  hand  are  considered.  Inventory  in  excess  of the
Corporation's  estimated usage requirements is written down to its estimated net
realizable  value.
Goodwill  and  other  long-lived assets: The Corporation records property, plant
and  equipment  at  cost.  Depreciation  and amortization of property, plant and
equipment are provided over the estimated useful lives of the respective assets,
on  the  straight-line  basis.  The  Corporation categorizes and depreciates its
assets  over  periods ranging from 3-5 years for computers, software, furniture,
fixtures  and  autos, 5-20 years for machinery and equipment, and 5-30 years for
building  and  building improvements.  Leasehold improvements are amortized over
the  lesser  of  the  useful  life  of  the  asset  or  the  life  of the lease.
Expenditures  for  maintenance  and  repairs  are  charged  directly to expense;
renewals  and  betterments,  which  significantly  extend  the  useful lives are
capitalized.  Costs  and  accumulated  depreciation  and  amortization on assets
retired  or disposed of are removed from the accounts and any resulting gains or
losses  are  credited  or  charged  to  earnings.  Patents  and  various  other
intangible  assets  are  amortized on a straight-line basis over their estimated
useful  lives as determined by an appropriate valuation.  The present periods of
amortization are 15 years for patents and range between 5 and 30 years for other
separately  identified intangible assets.  The Corporation assesses the carrying
value  of goodwill, intangible assets with indefinite lives and other long-lived
assets  in  accordance  with  SFAS142 and SFAS144.  In many instances, projected
future  cash flows are used in these assessments.  Estimation factors, including
but  not  limited to, the timing of new product introductions, market conditions
and  competitive  environment  could  affect  previous  projections.
Environmental  Matters:  The nature of the Corporation's operations and products
exposes  it  to  the risk of liabilities or claims with respect to environmental
cleanup  or  other  matters,  including those in connection with the disposal of
hazardous  materials.  As such, the Corporation is subject to extensive U.S. and
foreign  laws  and  regulations  relating to environmental protection and worker
health  and safety, including those governing: discharges of pollutants into the
air  and  water; the management and disposal of hazardous substances and wastes;
and  the  cleanup of contaminated properties.  The Corporation has incurred, and
will  continue to incur, significant costs and capital expenditures in complying
with  these  laws  and  regulations.  The  Corporation  could  incur significant
additional  costs,  including cleanup costs, fines and sanctions and third-party
claims,  as  a  result of violations of or liabilities under environmental laws.
In  order  to ensure compliance with applicable environmental, health and safety
laws  and regulations, the Corporation maintains a disciplined environmental and
occupational  safety  and  health  compliance program, which includes conducting
regular  internal  and  external audits at its plants to identify and categorize
potential  environmental  exposure.  It  is  the  Corporation's policy to review
these  environmental issues in light of historical experience and to reserve for
those  that  both  a  liability  has  become probable and the cost is reasonably
estimable, in accordance with Statement of Financial Accounting Standards No. 5,
"Accounting  for  Contingencies".
Employee  Benefit  Plans:  The Corporation sponsors a defined benefit plan and a
retirement  medical benefit plan for its domestic employees providing retirement
benefits  based  upon years of service and compensation levels.  The Corporation
also  sponsored  a  defined  benefit plan for its United Kingdom based employees
employed at its Canning subsidiary that was frozen as of April 6, 1997, when the
plan  was  converted from a defined benefit plan to a defined contribution plan.
The  projected benefit obligations and pension expenses from both of these plans
is  dependent  upon  various factors such as the discount rate, actual return on
plan  assets  and  the  funding of the plan.  Management can neither predict the
future interest rate environment, which directly impacts the selection of future
discount  rates,  nor  predict  future  asset returns that the pension plan will
experience.  Changes  in  these  assumptions will effect current year and future
year pension expense and the projected benefit obligation.  Management estimates
that  a  50  basis point drop in the discount rate for the valuation at December
31, 2003, will increase the plan's projected benefit obligation by approximately
$4,500  and  increase  the  plan's  pension  expense  by  approximately  $1,000.
However,  these  increases  could  be  offset by other factors such as favorable
asset  experience  or  additional  cash  contributions  to  the  plan.

NEW  ACCOUNTING  STANDARDS
In  May  2003,  the  FASB issued Statement of Financial Accounting Standards No.
150,  Accounting  for Certain Financial Instruments with Characteristics of both
Liabilities  and  Equity  (SFAS150)  which  is  effective  for interim financial
statement  periods  beginning  after June 15, 2003.  SFAS150 addresses financial
accounting  and  reporting  criteria  for  certain  financial  instruments  with
characteristics of both liabilities and equity.  SFAS150 requires that financial
instruments  within  its  scope are classified as liabilities, or assets in some
circumstances.  The  adoption of SFAS150 will have an effect on the reporting of
the  put  and  call  agreement  on  common  stock line item on the Corporation's
consolidated  condensed  balance  sheet  at  June  30,  2003.
In  April  2003, the FASB issued Statement of Financial Accounting Standards No.
149,  Ammendment  of  Statement  133  on  Derivative  Instruments  and  Hedging
Activities  (SFAS149)  which  amends  and  clarifies  financial  accounting  and
reporting  for  derivative instruments, including certain derivative instruments
embedded  in  other  contracts  and  for hedging activities under Statement 133.
This  statement is effective for contracts entered into or modified, and hedging
relationships  designated  after June 30, 2003.  The Corporation does not expect
that  the  adoption  of  SFAS149  will  have  a material effect on its financial
statements.
In  November  2002,  the  FASB issued Emerging Issues Task Force Issue No. 00-21
"Revenue Arrangements with Multiple Deliverables" which provides guidance on how
to  account for revenue arrangements that involve the delivery or performance of
multiple products, services and/or rights to use assets.  The provisions of this
EITF  are  effective  for  revenue  arrangements entered into beginning with the
Corporation's  next  interim  period.  The  Corporation does not expect that the
adoption  of  this EITF will have a material effect on its financial statements.
Statement  of Financial Accounting Standards No. 148, Accounting for Stock-based
Compensation  -  Transition  and  Disclosure (SFAS148) amends SFAS123 to provide
alternative  methods  of  transition for enterprises that elect to change to the
SFAS123  fair  value method of accounting for stock-based employee compensation.
Since  the  Corporation  adopted  the  fair  value  method  of  accounting  for
stock-based  employee  compensation  for  the  reporting year ended December 31,
2001,  the  alternative methods of transition to that method provided by SFAS148
do  not  have  any  effect on its financial statements.  SFAS148 also amends the
disclosure  requirements  of  SFAS123  to  require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  The  required  interim  disclosures are provided in Stock-Based Plans,
Note  4  to  these  consolidated  condensed  financial  statements.
Statement  of  Financial  Accounting  Standards  No.  143,  Accounting for Asset
Retirement  Obligations  (SFAS143)  addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the  associated  asset  retirement costs.  SFAS143 requires recognition of asset
retirement  obligations as a liability rather than a contra-asset.  The adoption
of  SFAS143,  effective  January 1, 2003, did not have an impact on the carrying
amount  of  the  Corporation's  long-lived  assets  or  liabilities.
Statement  of  Financial  Accounting  Standards  No.  145,  Rescission  of  FASB
Statements  No.  4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections  (SFAS145)  among  other things, rescinds SFAS No. 4, which required
all  gains  and  losses  from  the extinguishment of debt to be classified as an
extraordinary  item  and  amends  SFAS  No.  13  to  require  that certain lease
modifications  that have economic effects similar to sale-leaseback transactions
be  accounted  for  in  the  same  manner  as  sale-leaseback transactions.  The
adoption  of  SFAS145,  effective January 1, 2003, did not have an impact on the
Corporation's  financial  statements.
Statement  of  Financial  Accounting  Standards  No.  146,  Accounting for Costs
Associated  with  Exit  or  Disposal  Activities (SFAS146) requires companies to
recognize  costs associated with exit or disposal activities when a liability is
incurred  rather  than  at the date of a commitment to an exit or disposal plan.
The provisions of SFAS146 are effective for exit or disposal activities that are
initiated  after  December 31, 2002.  The adoption of SFAS146, effective January
1,  2003,  did  not  have  an  impact on the Corporation's financial statements.

Interpretation No. 45 (FIN45) Guarantor's Accounting and Disclosure Requirements
for  Guarantees,  Including Indirect Guarantees of Indebtedness of Others, which
requires  that  a  liability  be  recorded in the guarantor's balance sheet upon
issuance  of  a  guarantee.  In  addition,  FIN45 requires disclosures about the
guarantees  that  an  entity has issued, including product warranty liabilities.
The  Corporation  does  not maintain any warranty expense or related liabilities
for  its  core  specialty  chemicals business.  Warranties for certain ancillary
businesses are not material.  The Corporation adopted FIN45 at December 31, 2002
and  it did not have a material effect on its consolidated financial statements.
In  January  2003,  the FASB issued FIN No. 46 (FIN46) Consolidation of Variable
Interest  Entities  and  Interpretation  of Accounting Research Bulletin No. 51.
FIN46  requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary  of the entity if the equity investors in the entity do not
have  the  characteristics  of  a  controlling financial interest or do not have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  subordinated  financial  support  from  other  parties.  FIN46  is
effective  for  all  new  variable  interest  entities created or acquired after
January  31,  2003.  The  Corporation does not expect that the adoption of FIN46
will  have  a  significant  effect  on  its  consolidated  financial statements.
ENVIRONMENTAL  and  LEGAL  MATTERS
Environmental  Issues:  The  nature  of  the  Corporation's  operations,  as
manufacturers and distributors of specialty chemicals and systems, and products,
including  raw  materials,  expose  it to the risk of liabilities or claims with
respect to environmental cleanup or other matters, including those in connection
with  the  disposal of hazardous materials.  As such, the Corporation is subject
to  extensive  U.S.  and  foreign laws and regulations relating to environmental
protection  and  worker health and safety, including those governing: discharges
of  pollutants  into the air and water; the management and disposal of hazardous
substances  and  wastes;  and  the  cleanup  of  contaminated  properties.  The
Corporation  has  incurred,  and  will  continue to incur, significant costs and
capital  expenditures  in  complying  with  these  laws  and  regulations.  The
Corporation  could  incur significant additional costs, including cleanup costs,
fines  and  sanctions  and  third-party  claims, as a result of violations of or
liabilities  under  environmental  laws.  In  order  to  ensure  compliance with
applicable  environmental,  health  and  safety  laws  and  regulations,  the
Corporation  maintains  a  disciplined environmental and occupational safety and
health  compliance  program,  which  includes  conducting  regular  internal and
external audits at its plants to identify and categorize potential environmental
exposure.
The  Corporation  has  been  named as a potentially responsible party ("PRP") at
three  Superfund  sites.  There  are  many  other PRPs involved at each of these
sites.  The  Corporation  has  recorded  its  best  estimate  of  liabilities in
connection  with  site  clean-up  based  upon the extent of its involvement, the
number  of  PRPs  and  estimates  of  the  total costs of the site clean-up that
reflect  the  results  of environmental investigations and remediation estimates
produced  by  remediation  contractors.  While  the  ultimate  costs  of  such
liabilities  are  difficult to predict, the Corporation does not expect that its
costs  associated  with  these  sites  will  be  material.
In  addition,  some  of the Corporation's facilities have an extended history of
chemical  processes  or  other  industrial  activities.  Contaminants  have been
detected  at  some  of  these  sites,  with  respect to which the Corporation is
conducting  environmental investigations and/or cleanup activities.  These sites
include  certain  sites  acquired in the December 1998 acquisition of W. Canning
plc,  such  as  the  Kearny,  New  Jersey  and  Waukegan,  Illinois  sites.  The
Corporation  has established an environmental remediation reserve, predominantly
attributable  to those Canning sites that it believes will require environmental
remediation.  With  respect  to  those  sites, it also believes that its Canning
subsidiary  is  entitled  under the acquisition agreement to withhold a deferred
purchase price payment of approximately $1.6 million.  The Corporation estimates
the  range  of  cleanup costs at its Canning sites between $2.0 million and $5.0
million.  Investigations  into the extent of contamination, however, are ongoing
with  respect  to  some  of  these  sites.  To  the  extent  the  Corporation's
liabilities  exceed  $2.0  million,  it  may  be  entitled  to  additional
indemnification  payments.  Such  recovery  may be uncertain, however, and would
likely  involve  significant litigation expense.  The Corporation has instituted
an  arbitration  to  enforce the obligations of other parties to the acquisition
agreement  concerning  the  remediation of the Kearney, New Jersey and Waukegan,
Illinois sites.  The arbitration is in an early phase and as such its resolution
cannot  be  predicted.  The  Corporation  does  not  anticipate  that it will be
materially  affected  by environmental remediation costs, or any related claims,
at  any  contaminated  sites,  including  the  Canning  sites.  It is difficult,
however,  to  predict  the  final costs and timing of costs of site remediation.
Ultimate  costs  may vary from current estimates and reserves, and the discovery
of  additional  contaminants  at  these  or  other  sites  or  the imposition of
additional  cleanup  obligations,  or third-party claims relating thereto, could
result  in  significant  additional  costs.
Legal  Proceedings:  On  January  30,  1997,  the  Corporation was served with a
subpoena  from  a federal grand jury in Connecticut requesting certain documents
relating  to  an  accidental  spill  from  its  Huntingdon  Avenue,  Waterbury,
Connecticut  facility  that  occurred  in  November of 1994, together with other
information  relating  to  operations  and  compliance  at the Huntingdon Avenue
facility.  The Corporation was subsequently informed that it is a subject of the
grand jury's investigation in connection with alleged criminal violations of the
federal  Clean  Water  Act  pertaining to its wastewater handling practices.  In
addition,  two  of  the  Corporation's  former  employees,  who  worked  at  the
Huntington  Avenue facility, pled guilty in early 2001 to misdemeanor violations
under  the  Clean  Water  Act  in  connection  with  the  above  matter.  These
individuals were sentenced to fines of $25 thousand and $10 thousand and 2 years
probation,  as  well  as  community  service.  In a separate matter, on July 26,
1999,  the  Corporation  was  named in a civil lawsuit commenced in the Superior
Court  of  the  State  of  Connecticut  brought by the Connecticut Department of
Environmental  Protection  alleging  various  compliance  violations  at  its
Huntingdon  Avenue  and  Freight Street locations between the years 1992 through
1998  relating  to  wastewater discharges and the management of waste materials.
The  complaint  alleges violations of its permits issued under the Federal Clean
Water Act and the Resource Conservation and Recovery Act, as well as procedural,
notification  and  other requirements of Connecticut's environmental regulations
over  the  foregoing  period  of  time.
The Corporation voluntarily resolved both of these matters on November 28, 2001.
As  a  result,  MacDermid,  Incorporated was required to pay fines and penalties
totaling  $2.5  million,  without interest, over six quarterly installments.  In
addition,  the  Corporation  was  required  to pay $1.5 million to various local
charitable and environmental organizations and causes.  As of June 30, 2003, the
Corporation  has  paid  the  full  amounts  for both of these arrangements.  The
Corporation  has been placed on probation for two years and will perform certain
environmental  audits,  as  well  as other environmentally related actions.  The
Corporation had recorded liabilities during the negotiation period and therefore
its  results  of  operations  and  financial position were not affected by these
arrangements.
Various  other  legal  proceedings  are  pending  against  the Corporation.  The
Corporation considers all such proceedings to be ordinary litigation incident to
the  nature of its business.  Certain claims are covered by liability insurance.
The  Corporation  believes that the resolution of these claims to the extent not
covered by insurance will not, individually or in the aggregate, have a material
adverse  effect  on  its  financial  position  or  results  of  operations.
FORWARD-LOOKING  STATEMENTS
This  report  and  other  Corporation reports include forward-looking statements
within  the  meaning  of  the  Private Securities Litigation Reform Act of 1995.
These  statements  relate  to  analyses  and  other information that is based on
forecasts of future results and estimates of amounts not yet determinable. These
statements  also  relate  to  future  prospects,  developments  and  business
strategies.  The  statements contained in this report that are not statements of
historical  fact may include forward-looking statements that involve a number of
risks  and  uncertainties.  The  words  "anticipate,"  "believe,"  "could,"
"estimate,"  "expect," "intend," "may," "plan," "predict," "project," "will" and
similar  terms  and phrases, including references to assumptions, have been used
to  identify  forward-looking  statements.  These forward-looking statements are
made  based  on  management's  expectations and beliefs concerning future events
affecting  the Corporation and are subject to uncertainties and factors relating
to  its  operations  and  business  environment,  all  of which are difficult to
predict  and  many  of  which  are  beyond  its control, that could cause actual
results to differ materially from those matters expressed in or implied by these
forward-looking statements. The following factors are among those that may cause
actual  results  to  differ  materially  from  the  forward-looking  statements:
acquisitions  and  dispositions,  environmental  liabilities, changes in general
economic,  business  and  industry  conditions,  changes in current advertising,
promotional  and  pricing levels, changes in political and social conditions and
local  regulations,  foreign  currency  fluctuations,  inflation,  significant
litigation; changes in sales mix, competition, disruptions of established supply
channels,  degree of acceptance of new products, difficulty of forecasting sales
at  various  times in various markets, the availability, terms and deployment of
capital,  and  the  other  factors  discussed  elsewhere  in  this  report.  All
forward-looking  statements  should be considered in light of these factors. The
Corporation  undertakes  no  obligation  to update forward-looking statements or
risk  factors  to  reflect  new  information,  future  events  or  otherwise.
ITEM  3:
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK
Refer  to  the  notes to the consolidated condensed financial statements, Market
Risk,  Note  10.
ITEM  4:
                             CONTROLS AND PROCEDURES
The  Corporation's principle executive and financial officers have evaluated the
effectiveness  of  the  Corporation's  disclosure  controls  and  procedures (as
defined  in  Rule  13a-14(c)  under the Securities Exchange Act of 1934) as of a
date  within  90  days  of the filing of this report.  Based on that evaluation,
they  have  concluded  that the Corporation's disclosure controls and procedures
are  adequate  and  effective.  There  have  been  no significant changes in the
Corporation's  internal  controls  or  in other factors that could significantly
affect internal controls subsequent to the date they completed their evaluation.
PART  II.  OTHER  INFORMATION
ITEM  1  :  Legal  Proceedings
Refer  to  the  notes  to  the  consolidated  condensed  financial  statements,
Contingencies  and  Legal  Matters,  Note  11.
ITEM  2  :  Changes  in  Securities  and  Use  of  Proceeds
     None.
ITEM  3  :  Defaults  Upon  Senior  Securities
     None.
ITEM  4  :  Submission  of  Matters  to  a  Vote  of  Security  Holders
None.
ITEM  5  :  Other  Information
     None.
ITEM  6(a)  :  Exhibits
6(a).1 The Corporation filed a Form S-3 Shelf Registration on February 27, 2003.
The  Form  S-3  is  incorporated  by  reference  herein.
6(a).2  On  March  27,  2003,  the  Corporation filed its Form 10-K/A to provide
additional  disclosure regarding non-GAAP references contained in the Message to
Shareholders  attached  as  exhibit  13  to  its  Form  10K.  The  Form 10K/A is
incorporated  by  reference  herein.
6(a).3  The Corporation signed a new Credit Agreement with Bank of America, N.A.
on April 28, 2003, which was included as Exhibit 4 to the Corporation's Form 10Q
filed  on  May  15,  2003.  The  Form  10Q  is incorporated by reference herein.
6(a).4 Signature page for certifications under Section 906 of the Sarbanes-Oxley
Act  of  2002  is  included  as  Exhibit  99  to  this  filing.
ITEM  6(b)  :  Reports  on  Form  8-K
On  May  7,  2003, the Corporation filed its Form 8-K to disclose a purchase and
sale agreement had been signed with Citicorp Venture Capital Ltd ("CVC") for the
Corporation  to  purchase all of CVC's common shares of MacDermid, Incorporated.
The  Form  8-K  is  incorporated  by  reference  herein.

<PAGE>

                                   SIGNATURES



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


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






Date:  August  8,  2003     /s/  Daniel  H.  Leever
       ----------------     -----------------------

     Daniel  H.  Leever
     Chairman,  President  and
        Chief  Executive  Officer






Date:  August  8,  2003     /s/  Gregory  M.  Bolingbroke
       ----------------     -----------------------------

     Gregory  M.  Bolingbroke
     Senior  Vice  President,
     Treasurer  and  Corporate  Controller


                    PRINCIPLE FINANCIAL OFFICER CERTIFICATION



I,  Gregory  M.  Bolingbroke,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  MacDermid,
Incorporated;
2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:
a)  designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "evaluation  date");
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls and procedures, as of the end of the period covered by
this  report,  based  on  such  evaluation;  and
d) Disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter  (the  registrant's  fourth  fiscal  quarter  in  the case of the annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation,  of  internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of  registrant's  board  of
directors:
a)  all  significant deficiencies in the design or operation of internal control
over  financial  reporting  which  are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial data and
have  identified for the registrant's auditors any material weakness in internal
controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  August  8,  2003     /  s  /  Gregory  M.  Bolingbroke
       ----------------     ---------------------------------
     Name:  Gregory  M.  Bolingbroke
     Title:  Senior  Vice  President,  Treasurer
     and  Corporate  Controller
                    PRINCIPLE EXECUTIVE OFFICER CERTIFICATION



I,  Daniel  H.  Leever,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  MacDermid,
Incorporated;
2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e)) for the registrant and we have:
a)  designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "evaluation  date");
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls and procedures, as of the end of the period covered by
this  report  based  on  such  evaluation;  and
d) Disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter  (the  registrant's  fourth  fiscal  quarter  in  the case of the annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation,  of  internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of  registrant's  board  of
directors:
a)  all  significant deficiencies in the design or operation of internal control
over  financial  reporting  which  are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial data and
have  identified for the registrant's auditors any material weakness in internal
controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.


Date:  August  8,  2003      /s/  Daniel  H.  Leever
       ----------------      -----------------------
     Name:  Daniel  H.  Leever
     Title:  Chairman,  President  and
     Chief  Executive  Officer