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    December 31, 1998

                    COMMISSION FILE NUMBER    0-2413

                         MACDERMID, INCORPORATED
          (Exact name of registrant as specified in its charter)

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

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

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

                              NONE
Former name, former address and former fiscal year, if changed since 
last report.

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

                                   Yes  [X]     No [ ]

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

Common Stock, no par value - 25,136,349 shares as of February 1, 1999.















<PAGE>
                                                          -2-



                            MACDERMID, INCORPORATED

 
                                   INDEX

PART I.  Financial Information

  Item 1.  Financial Statements

                                                                Page No.
    Consolidated Condensed Balance Sheets
      December 31, 1998 and March 31, 1998                              3-4

    Consolidated Condensed Statements of Earnings 
      and Retained Earnings - Nine Months and Three Months
      Ended December 31, 1998 and 1997                                    5

    Consolidated Condensed Statements of Cash Flows -
      Nine Months Ended December 31, 1998 and 1997                        6

    Notes to Consolidated Condensed Financial Statements               7-10

  Item 2.  Management's Discussion and Analysis of 
             Financial Condition and Results of Operations            11-15


PART II.  Other Information                                              16

  Signatures                                                             17













 












<PAGE>
                                                                 -3-
<TABLE>

PART I. - FINANCIAL INFORMATION

                        MACDERMID, INCORPORATED
                  CONSOLIDATED CONDENSED BALANCE SHEETS
         (Amounts in thousands of dollars except share amounts)
<CAPTION> 
                                                 December 31,  March 31,
                                                    1998          1998
                                                 ------------   --------- 
                                                 (Unaudited)    (Audited)
<S>                                               <C>           <C>
               ASSETS
Current Assets:
    Cash and Cash Equivalents                     $ 31,188      $  3,549
    Available-For-Sale Securities                      846         4,729
    Accounts and Notes Receivable
      (Net of Allowance for Doubtful
      Receivables of $7,584 and $3,598)            110,043        72,675
    Inventories
      Finished Goods                                30,213        27,197
      Raw Materials                                 22,415        22,442
                                                  --------      --------
                                                    52,628        49,639
    Prepaid Expenses                                 3,919         2,255
    Deferred Income Tax Asset                        3,982         3,970
                                                  --------      --------
        Total Current Assets                       202,606       136,817

Property, Plant and Equipment (Net of Accumulated
  Depreciation of $48,532 and $44,847)              63,466        42,946

Goodwill (Net of Accumulated Amortization of   
   $12,683 and $9,495) (Note 2)                    210,464        87,856
Other Assets                                        53,088        32,641
                                                  --------      --------
        Total Assets                              $529,624      $300,260
                                                  ========      ========
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>

















<PAGE>
                                                               -4-
<TABLE>

<CAPTION>
                                                December 31,      March 31,
                                                   1998             1998
                                                -----------       ---------
                                                (Unaudited)       (Audited)
<S>                                               <C>              <C>
     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes Payable                                   $  3,544         $  9,962
  Current Installments of Long-term Obligations     24,089           12,442
  Accounts and Dividends Payable                    38,155           25,105
  Accrued Expenses                                  56,826           32,784
  Income Taxes                                      13,785            5,710
                                                  --------         --------
      Total Current Liabilities                    136,399           86,003

Long-term Obligations (Note 3)                     258,186          103,983
Accrued Postretirement and Postemployment Benefits   4,387            4,291
Deferred Income Taxes                                  525              345
Minority Interest in Subsidiaries                       82               93

Shareholders' Equity
  Common Stock Stated Value $1 per Share            39,393           39,265
  Additional Paid-In Capital                         1,540               -
  Retained Earnings                                148,615          124,043
  Comprehensive Income Equity Adjustments:(Note 4)
   Cumulative Foreign Currency Translation          (1,511)          (3,160)
   Available-for-Sale Securities Holding Loss         (249)               -
  Less Cost of 14,256,410 and 14,169,582 Common
    Shares in Treasury (Note 5)                    (57,743)         (54,603)
                                                  --------         --------
      Total Shareholders' Equity                   130,045          105,545
                                                  --------         --------
                                                  $529,624         $300,260
                                                  ========         ========

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














<PAGE>  
                                                              -5-
<TABLE>
                           MACDERMID, INCORPORATED
    CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
                              (Unaudited)
         (Amounts in Thousands Except Share and Per Share Amounts)
<CAPTION>
                                       Nine Months Ended   Three Months Ended
                                          December 31,         December 31,
                                        ----------------   ------------------
                                        1998       1997       1998      1997
                                        ----       ----       ----      ----
<S>                                    <C>       <C>       <C>       <C>
Net Sales                              $263,644  $233,672  $ 96,716  $ 83,869
Cost and Expenses:
  Cost of Sales                         133,532   113,766    48,707    42,458
  Selling, Technical and Administrative
    Expenses/Amortization                84,009    78,709    31,459    27,452
  Interest Income                          (797)     (359)     (408)     (117)
  Interest Expense                        8,086     5,571     3,421     2,121
  Other (Income) Expense - Net             (792)      471      (385)      (76)
                                       --------   -------  --------  ---------
                                        224,038   198,158    82,794    71,838
                                       --------  --------  --------  ---------
    Earnings Before Income Taxes         39,606    35,514    13,922    12,031
Income Taxes                             13,526    12,962     4,588     4,391
                                       --------  --------  --------  ---------
    Net Earnings                         26,080    22,552     9,334     7,640
Preferred Dividends                          -       (309)        -        - 
                                       --------  --------  --------  ---------
 Earnings Available for 
      Common Shareholders                26,080    22,243     9,334     7,640
Retained Earnings, Beginning of 
 Period                                 124,043   113,632   139,783   127,403
Cash Dividends Declared                  (1,508)   (1,250)     (502)     (418)
                                        -------  --------  --------  ---------
Retained Earnings, End of Period       $148,615  $134,625  $148,615  $134,625
                                       ========  ========  ========  ========
Net Earnings Per Common Share (Note 6)
  Basic                                $1.04     $0.89       $0.37    $0.30
                                       =====     =====       =====    =====
  Diluted                              $1.03     $0.87       $0.37    $0.30
                                       =====     =====       =====    =====
Cash Dividends Per Common Share        $0.06     $0.05       $0.02    $0.0167
                                       =====     =====       =====    =======
Weighted Average Common Shares
  Outstanding :
   Basic                           25,140,710 24,937,851 25,136,349 25,096,499
                                   ========== ========== ========== ==========
   Diluted                         25,433,675 25,503,759 25,415,922 25,421,952
                                   ========== ========== ========== ==========

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



<PAGE>
                                                                 -6-
<TABLE>
                         MACDERMID, INCORPORATED
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited)
                     (In Thousands of Dollars)


<CAPTION>
                                                  Nine Months Ended
                                                      December 31,
                                                --------------------
                                                   1998         1997
                                                   ----         ----
<S>                                             <C>          <C>
Net Cash Flows from Operating Activities         $41,603      $25,570

Cash Flows from Investing Activities:
 Capital Expenditures                             (4,043)      (3,205)
 Proceeds from Disposition of Fixed Assets            60          639
 Purchase/Sale of Available-for-Sale Securities     (262)           -
 Acquisitions/Investments in Businesses(Note 2) (169,535)     (25,130)
                                                  -------      -------
    Net Cash Flows Used in Investing Activities (173,780)     (27,696)
                                                 -------      -------
Cash Flows from Financing Activities:
  Short-Term (Repayments)/Borrowings - net        (6,583)        (451)
  Long-Term Borrowings                           317,175       53,622
  Long-Term Repayments                          (146,566)     (13,990)
  Exercise of Stock Options                          162        1,690
  Purchase of Treasury Shares                     (3,140)      (7,196)
  Dividends Paid                                  (1,508)      (1,250)
  Preferred Stock Redemption                           -      (32,745)
                                                 -------      -------  
    Net Cash Flows From/Used in 
     Financing Activities                        159,540         (320)

Effect of Exchange Rate Changes on Cash              276         (251)
    and Cash Equivalents                         -------      -------

    Net Decrease in Cash and Cash Equivalents     27,639       (2,697)
Cash and Cash Equivalents at Beginning of Year     3,549        6,530
                                                 -------      -------
    Cash and Cash Equivalents at End of Period   $31,188      $ 3,833
                                                 =======      =======

Cash Paid for Interest                           $ 6,458      $ 5,177
                                                 =======      =======

Cash Paid for Income Taxes                       $ 8,451      $ 9,340
                                                 =======      =======
<FN>
See accompanying notes to consolidated condensed financial statements.
</FN>
</TABLE>



<PAGE>

                                                                -7-

                                MACDERMID, INCORPORATED
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies

          The March 31, 1998 condensed consolidated balance sheet amounts 
          have been derived from the previously audited consolidated balance 
          sheets of MacDermid, Incorporated (the Corporation).  The balance 
          of the condensed financial information reflects all adjustments 
          which are, in the opinion of management, necessary for a fair 
          presentation of the financial position, results of operations and 
          cash flows for the interim periods presented and are of a normal 
          recurring nature unless otherwise disclosed in this report.  The 
          results of operations for the nine month and three month periods 
          ended December 31, 1998 and 1997 are not necessarily indicative of  
          trends or of the results to be expected for the full year. The 
          statements should be read in conjunction with the notes to the 
          consolidated financial statements included in the Corporation's 1998 
          Annual Report.  Certain amounts on the Consolidated Condensed 
          Balance Sheets and Consolidated Condensed Statements of Earnings and 
          Retained Earnings have been restated to conform with the current 
          fiscal year presentation.

Note 2.   Acquisitions and Investments

          On December 2, 1998, the Corporation closed its cash tender offer 
          thereby acquiring approximately 95% of the outstanding share capital 
          of W. Canning plc. (Canning).  The Corporation acquired all 
          remaining shares of Canning through a statutory compulsory procedure 
          which was completed February 5, 1999.

          The cash purchase price and related costs, totaling $164.4 million, 
          was obtained on behalf of the Corporation's wholly owned subsidiary, 
          MacDermid (UK) Limited which will hold the investment, through 
          borrowings from NationsBank N.A., a subsidiary of BankAmerica 
          Corporation, as administrative agent and a lender under a combined 
          revolving loan, US Dollar term loan and Pound Sterling term loan 
          agreement.

          The Consolidated Condensed Balance Sheets display increased assets 
          and liabilities, primarily as a result of the inclusion of amounts 
          for Canning.  The amounts recorded for the assets and liabilities 
          acquired, using the purchase method of accounting, results in an 
          approximate 50% increase in the Corporation's total assets which are 
          subject to adjustment whenever final evaluations are completed.  Any 
          such adjustments are not expected to be materially different from 
          the amounts presented.  One month of Canning activity is included in 
          the results of operations for the three and nine month periods ended 
          December 31, 1998.
 





<PAGE>
                                                                     -8- 


          Canning, based in Birmingham, England, is an international specialty 
          chemical company, similar to the Corporation, operating various 
          facilities for manufacturing and research.  Canning has operations 
          predominately in Europe and North America and, to a lesser extent, 
          in Asia.  Canning operates in four principle product groupings; 
          Surface Finishing with emphasis in plating technologies, Synthetic 
          Lubricants and Fluids for the offshore oil industry, Sealants and 
          Adhesives used by component manufacturers and Additives for fuel, 
          water and waste treatment industries.

          On April 28, 1998 a subsidiary of the Corporation acquired a 30% 
          investment in an Italian specialty chemical company.  Additionally, 
          there was a separate investment made in a joint venture.  These 
          investments will be recognized under equity accounting, results of 
          which are not expected to be material.  The assets of two separate 
          small industrial products companies were acquired under purchase 
          accounting, which collectively is not currently material to the 
          financial position or results of operations of the Corporation, in 
          addition to the other transactions described above.

Note 3.   Long-Term Obligations

          Long-term borrowings from a group of banks consist of US Dollar six-
          year term loans in the principle amount of $200.3 million and a 
          Pound Sterling term loan in the principle amount of Pound Sterling 
          45 million (at the December 31, 1998 balance sheet exchange rate of 
          Pound Sterling 1.66:$1 which is equivalent to $74.7 million).  The 
          loans bear interest at a variable rate based on a ratio of the 
          Corporation's debt to earnings before certain expenses and which 
          falls in a range of 0.75% to 1.75% above the quarter end London 
          interbank market rate (LIBOR).  The US LIBOR, for the US Dollar term 
          loan, was 5.22% and the UK LIBOR, for the Pound Sterling term loan, 
          was 6.43% at December 16, 1998.  The Corporation has entered into 
          interest rate swap agreements with a group of banks for the purpose 
          of reducing its exposure to possible future changes in interest 
          rates.  The effective interest rate on all borrowings at December 
          31, 1998 was 6.9%.  Under the loans, the most restrictive covenants 
          provide that: earnings before interest and taxes as a ratio of 
          interest must be greater than 2.5 to 1 and consolidated net worth 
          must be at least $103 million.  Commitment fees are variable, 
          ranging from 25.0 to 37.5 basis points.












<PAGE>

                                                                      -9-

          The US Dollar term loan and Pound Sterling term loan principles are 
          to be paid in quarterly installments over a six year period 
          beginning June 30, 1999.  Annual principle repayments, for each, by 
          fiscal year are as follows:

<TABLE>
                   <S>       <C>              <C>            
                   2000      $ 20,030,000     Pound  4,500,000
                   2001        23,672,000            5,318,000
                   2002        32,776,000            7,364,000
                   2003        43,702,000            9,818,000
                   2004        44,612,000           10,023,000
                Thereafter     35,508,000            7,977,000
                            -------------     ----------------
                    Total   $ 200,300,000     Pound 45,000,000
                            -------------     ---------------- 
</TABLE>
          Further details are in the Credit Agreement which has been filed 
          with the Corporation's Form 8-K filed on December 17, 1998.  

Note 4.   Comprehensive Income
          As of April 1, 1998, the Corporation has adopted the Financial 
          Accounting Standards Board Statement of Financial Accounting 
          Standard No. 130, Reporting Comprehensive Income (SFAS130).  SFAS130 
          established standards for reporting and display of comprehensive 
          income and its components in the financial statements. Tax is 
          provided for at the effective rate of the jurisdiction under which 
          the other comprehensive income (loss) arises.  At December 31, 1998, 
          accrured income tax liability includes a benefit in the amount of 
          $153.  The Corporation does not provide for U.S. income taxes on 
          foreign currency translation adjustments since it does not provide 
          for such taxes on undistributed earnings of foreign subsidiaries. 
          The components of comprehensive income for the nine month and three 
          month periods ended December 31, 1998 and 1997 are as follows:

<TABLE>

                                      Nine Months Ended    Three Months Ended
                                        December 31,       December 31,
                                       1998       1997      1998      1997
<S>                                    <C>        <C>       <C>       <C>  
      Net Earnings                     $26,080    $22,243   $ 9,334   $ 7,640
      Other Comprehensive Income:
       Cumulative Foreign Currency
        Translation Adjustment           1,649     (3,009)    1,091    (2,030)
       Available-for-Sale Securities
        unrealized (loss)/gain,
        net of tax                        (249)         -     1,091         - 
                                       -------    -------    ------    ------ 
       Comprehensive Income            $27,480    $19,234   $11,516   $ 5,610
                                       -------    -------    ------    ------
</TABLE>




<PAGE>
                                                           -10-
Note 5.   Stock Repurchase Authorization

          On July 22, 1998 the Board of Directors authorized the Corporation 
          to purchase up to 1,000,000 shares of its common stock.  At December 
          31, 1998, there remained authorization to purchase approximately 
          995,000 shares.  Such additional shares may be acquired through 
          privately negotiated transactions or on the open market from time to 
          time.  Any future repurchases by MacDermid will depend on various 
          factors, including the market price of the shares, the Corporation's 
          business and financial position and general economic and market 
          conditions.  Additional shares acquired pursuant to such 
          authorization will be held in the Corporation's treasury and will be 
          available for the Corporation to issue for various corporate 
          purposes without further shareholder action (except as required by 
          applicable law or the rules of any securities exchange on which the 
          shares are then listed).

Note 6.   Earnings Per Common Share

          The Corporation has adopted the Financial Accounting Standards Board 
          Statement of Financial Accounting Standard No. 128, Earnings per 
          Share (SFAS128), as of December 31, 1997.  The computation of basic 
          earnings per share is based upon the weighted average number of 
          outstanding common shares.  The computation of diluted earnings per 
          share is based upon the weighted average number of outstanding 
          common shares plus the effect of all dilutive potential common 
          shares that were outstanding during the period. Earnings per share 
          is calculated based upon net earnings available for common 
          shareholders after deduction for preferred dividends.  In addition, 
          all prior year per share amounts (as well as number of common shares 
          and dividends per common share) have been restated to give 
          retroactive effect to a stock split as of February 6, 1998.

























<PAGE>
                                                            -11-


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 and 
nine month periods which ended December 31, 1998 to the same periods in 1997 
and provides information with respect to changes in financial condition during 
the nine months then ended.

SALES

Total sales for the current quarter, $96.7 million, increased $12.8 million, 
or 15% from $83.9 million for the same period last year.  There was sales 
revenue, in the amount $10.8 million, representing one month from the Canning 
business included in the current fiscal period.  Excluding the business 
acquired, proprietary chemical sales increased 3% over the same period last 
year.  With the exception of a soft domestic electronics market, all 
geographic regions worldwide continue to sustain strengthening proprietary 
business.  Foreign currency translation had a relatively minimal effect, 
increasing reported sales by $0.5 million, or less than 1%, for the quarter as 
compared to the same period last year.

For the nine month period overall sales, $263.6 million (including $10.8 
million for one month Canning business), are up 13% from $233.7 million for 
the same period last year.  Net proprietary chemical sales (excluding 
Canning) increased 4% over the same nine month period last year.  Foreign 
currency translation had the effect of reducing reported sales $4.5 million, 
or 2%, for the nine month period.


COSTS AND EXPENSES

Gross profits are up 16% for the quarter and 9% for the nine months as 
compared to the like periods last year.  The acquired Canning operations 
raised gross profits 13% and 5% for the quarter and nine month periods, 
respectively.  The balance of the growth was achieved by the continued 
advancement of proprietary chemical sales enhanced by increased equipment 
sales.  Gross profit as a percentage of sales when compared to the similar 
periods last year is flat with the three month period while somewhat less than 
the nine month period due to incremental equipment business for which margins 
are typically much lower than proprietary business.













<PAGE>
                                                        -12-

Selling, technical and administrative (ST&A) expenses, before ST&A associated 
with the Canning business, are somewhat flat with both the quarter and nine 
month period as compared to the similar periods last year.  The incremental 
ST&A from the acquired Canning operations results in total ST&A increases of 
14% for the quarter and 6% for the nine month period as compared to the 
similar periods last year.  ST&A incurred in support of business growth and to 
a lesser extent to establish market presence for new technologies was somewhat 
offset by certain focused cost reductions and also by changes in foreign 
currency translation which had the effect of reducing the reported increase by 
approximately 2% for the nine month period.  ST&A as a percentage of sales for 
the three month period is approximately 33%, the same as the like period last 
year, while 32% this year as compared to 34% last year, for the nine month 
period.  Operating profits for the three and nine month periods increased 19% 
and 13%, respectively, over the corresponding periods last year.  The 
increased operating profit results from increased sales coupled with a lesser 
increase in costs and expenses supporting new business and investment in 
growth strategies, in both the three and nine month periods.

As a result, earnings before interest, taxes, depreciation and amortization 
(EBITDA) is $55.5 million for the nine months ended December 31, 1998 as 
compared to $48.9 million for the same period last year.

PROVISION FOR INCOME TAXES

Ongoing tax minimization strategies and, to a lesser degree, equity earnings 
recorded this year have brought down the effective income tax rate to 
approximately 34.2% for the nine months ended December 31, 1998, from 
approximately 36.5% for the same period in 1997.

NET EARNINGS

Net earnings available to common shareholders increased 22% for the three 
month period and 17% for the nine month period as compared to the similar 
periods last year despite increased interest expense, up 61% and 45% for the 
three and nine month periods, respectively, on borrowings for acquisitions and 
equity investments made during the present fiscal year.  The Canning 
acquisition had no material effect on the net earnings of either the three or 
nine month periods as there is only one month results included, in each.

FINANCIAL CONDITION

Operating activities during the nine months ending December 31, 1998 resulted 
in a net cash inflow of $41.6 million.  The cash generated was primarily used 
for debt repayments of $33.3 million, for purchases of 86,828 shares of the 
Corporation's common shares for a total of $3.1 million and for dividends to 
common shareholders and capital improvements.  Working Capital at December 31, 
1998 was $77.1 million as compared to $50.8 million at March 31, 1998.









<PAGE>
                                                          -13-

Capital expenditures were $4.0 million for the nine months ended December 31, 
1998 and are in line with the full year total planned expenditures of 
approximately $8.0 million for the fiscal year.

The Corporation entered into a long-term credit agreement, dated as of October 
25, 1998, as amended and restated as of December 15, 1998, with Nations Bank 
N.A., a subsidiary of Bank America Corporation, as administrative agent and a 
lender under a combined revolving loan, US Dollar term loan facility and Pound 
Sterling facility, in place of the Corporation's previous long-term credit 
arrangement.  Borrowings were made on the new credit facility during the 
current quarter, in the amount of $275 million, in order to pay off the 
previously existing credit arrangement and to effect the acquisition of the 
Canning share capital.  As a result of the borrowings being made for 
acquisitions and investment opportunities the outstanding balance on the 
Corporation's credit facilities increased a net $158.9 million during the 
year.  The amounts outstanding on the long-term credit arrangement consists of 
a six-year US Dollar term loan which has a balance of $200.3 million and a 
Pound Sterling term loan which has a balance of $74.7 million (Pound Sterling 
45 million) at December 31, 1998.

The Corporation's other credit facilities, which presently total approximately 
$30 million, together with the revolving credit facilities and the 
Corporation's cash flows from operations are adequate to fund expected working 
capital and capital expenditures.

New Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Statement of Financial 
Accounting Standard No.131, "Disclosures about Segments of an Enterprise and 
Related Information" (SFAS131).  SFAS131 establishes standards for the way 
public enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
segment information in interim financial reports.  SFAS131 is effective for 
fiscal years beginning after December 15, 1997.

FASB also issued Statement of Financial Accounting Statement No.133, 
"Accounting for Derivative Instruments and Hedging Activities" (SFAS133).  
SFAS133 replaces existing pronouncements and practices with a single, 
integrated accounting framework for derivatives and hedging activities.  
SFAS133 is effective for fiscal years beginning after June 15, 1999.

The Corporation is currently evaluating the requirements of both SFAS131 and 
SFAS133 and believes that the adoption of these statements will not have a 
material impact on previously reported information.













<PAGE>
                                                             -14-

Year 2000 Conversion

Computer programs which recognize only two digits, rather than four digits, to 
define the applicable year will be at risk for possible miscalculations, 
classification errors or system failures.  The Corporation has implemented a 
plan for evaluating and minimizing the risks and costs associated with the 
Year 2000.  Costs associated with the Year 2000 compliance are immaterial and 
have been expensed to the ongoing information systems operations as incurred.  
The cost of Year 2000 remediation continues to be absorbed within the total 
costs for the general operation of  the information systems which are expected 
to continue at the historical levels of approximately $2 million annually.  
Based on present assessment of the systems of the Corporation and its 
suppliers and customers, the cost of addressing the Year 2000 issues is not 
currently expected to have a material adverse impact on the financial 
position, results of operations or cash flows, in future periods, of the 
Corporation.  However, if the Corporation or its suppliers and customers are 
unable to resolve such issues in a timely manner the Corporation's financial 
condition and results of operations could be adversely affected.  Accordingly, 
the Corporation is seriously attempting to reach millennium compliance, 
particularly, in the areas of: Information Systems, Suppliers and Customers, 
Manufacturing and Facilities and Contingency Planning.  The present status of 
MacDermid's millennium compliance is explained below.

Information Systems:  All worldwide computer systems have been inventoried.  
The US network systems and personal computer systems are currently being 
tested and are generally believed to be in compliance.  The software package 
that controls the US supply chain (purchasing, manufacturing, order 
processing, billing and shipping) has been verified by the ITAA2000 
Certification Program to be presently compliant.  Certifications have been 
received from the suppliers of the US human resource and payroll systems and 
those assurances are in the process of being tested. In addition, all systems 
worldwide have been similarly reviewed and compliant systems are expected to 
be in place at each location by the end of the fiscal year.

Suppliers and Customers:  The Corporation has identified substantially all its 
key suppliers and asked them for assurance of compliance through direct 
interviews and survey mailings.  A follow-up effort to those which have not 
communicated a readiness at this time is in process, while, alternate 
suppliers have been identified should the Year 2000 prove to be an obstacle 
for any present supplier.  The design of company manufactured equipment that 
is operating at some customer locations has been reviewed for date controls.  
It is believed that there are no such controls which could be adversely 
affected by the Year 2000.  No major portion of the Corporation's business is 
dependent upon a single customer or a few customers, the loss of which would 
have a materially adverse effect on its business.











<PAGE>
                                                            -15-

Manufacturing and Facilities:  The core manufacturing process is not 
automated.  Certain non-material support processes have computer systems that 
are presently being evaluated and tested and are expected to be updated and in 
compliance by the end of fiscal 1999.  None of the support systems are 
expected to be able to cause a disruption to the business should an undetected 
issue arise.  All facilities have been reviewed and inventoried.  Some 
facilities have certain systems which use date functions for which upgrades 
have been made available through present suppliers.  US Phones and voice mail 
systems are believed to be materially compliant.  Security, fire, heating, 
cooling and related systems are expected to be made compliant by the end of 
the fiscal year.  Should utility providers not sufficiently resolve their own 
Year 2000 issues the uninterrupted operation of the Corporation may be 
adversely affected.

Contingency Planning:  As the Corporation continues to address the Year 2000 
issues, primarily using internal resources, other areas for concern may arise.  
It is understood that those with which the Corporation conducts business face 
similar issues and uncertainties.  To handle the most reasonably likely worst 
case scenarios the Corporation has subscribed to national disaster recovery 
programs for potential computer systems or utilities service interruptions.  
Further, all computerized processes for the supply chain are backed by manual 
procedures.  These procedures are in place at the present time and paper forms 
are readily available on hand and can be used for a reasonable period of time.  
It is estimated there would be approximately between 200 to 300 key suppliers 
and the similar number of key customers should this course prove necessary.  
Alternate suppliers have been identified should the Corporation be faced with 
the need to source differently from the arrangements presently in place.  
Ongoing planning and testing is being conducted in order to prevent these 
scenarios and additional cost that would be associated with them.

Outlook, Issues and Risks

This report and other Corporation reports and statements describe many of the 
positive factors affecting the Corporation's future business prospects.  
Investors should also be aware of factors which could have a negative impact 
on those prospects.  These include political, economic or other conditions 
such as currency exchange rates, inflation rates, recessionary or expansive 
trends, taxes and regulations and laws affecting the business; competitive 
products, advertising, promotional and pricing activity; the degree of 
acceptance of new product introductions in the marketplace; and the difficulty 
of forecasting sales at certain times in certain markets.














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                                                                -16- 

PART II.  OTHER INFORMATION

ITEM 2 : Changes in the Rights of Security Holders

      None.

ITEM 5 : Other Information

5.1  As previously reported, the Corporation issued a press release on October 
26, 1998 to announce a cash tender offer (offer) for the acquisition of the 
whole of the ordinary share capital, not already owned by MacDermid, of W. 
Canning Plc.  Subsequently, the Corporation issued a press release on December 
2, 1998 to announce that the offer was closed and unconditional as of that 
date.  The fully subscribed offer was valued at approximately $150 million at 
the then prevailing currency exchange rates.  The accounts of Canning were 
included in the consolidated balance sheet as of December 31, 1998 and results 
of operations have been included in consolidated results beginning December 1, 
1998.

5.2  On January 28, 1999 the Corporation issued a press release to announce 
that, effective April, its acting Cheif Financial Officer will be resigning to 
pursue personal interests while, effective February, a Cheif Operations 
Officer and Vice President of Finance have been hired.


ITEM 6 : Exhibits and Reports on Form 8-K

6.1 On December 8, 1998, the Corporation filed a Form S-3 Shelf Registration.  
The Form S-3 is incorporated by reference herein.

6.2 On December 17, 1998, the Corporation filed its Form 8-K to report the 
completion of acquisition of the whole of the ordinary share capital of W. 
Canning, plc not already owned by the Corporation.  The Form 8-K is 
incorporated by reference herein.























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                                                         -17-




                             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:  February 12, 1999                 /s/Daniel H. Leever
                                            Daniel H. Leever
                                          Chairman and Chief Executive
                                                   Officer
                                      






Date:  February 12, 1999                 /s/Gregory M. Bolingbroke
                                            Gregory M. Bolingbroke
                                             Corporate Controller