UNITED STATES
                       SECURITIES AND  EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM  8-K

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

DATE  OF  REPORT  (DATE  OF  EARLIEST  EVENT  REPORTED)   JUNE  29,  2004
                                                  -------------------

                          MACDERMID,  INCORPORATED
                          ------------------------
       (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

          CONNECTICUT             1-13889        06-0435750
          -----------            ---------       ----------
(STATE  OR  OTHER  JURISDICTION   (COMMISSION     (I.R.S.  EMPLOYER
     OF  INCORPORATION  )        FILE  NUMBER)   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.




ITEM  10:  AMENDMENTS  TO  THE  REGISTRANT'S  CODE  OF  ETHICS,  OR  WAITER OF A
PROVISION  OF  THE  CODE  OF  ETHICS
MacDermid,  Incorporated  has  updated its Code of Ethics as of the date of this
filing.  The  Code,  which  was  originally drafted in 1999, has been updated to
reflect changes in applicable law since that time. The amended Code of Ethics is
attached  as  Exhibit  14  hereto.



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:  JUNE  29,  2004                          /s/  John  L.  Cordani
                                                   -------------------
                                                 Corporate  Secretary
[{"type": "8-K", "sequence": "1", "filename": "form8k062904.txt", "description": "8-K 6/29/04 CODE OF ETHICS", "secsgml_size_bytes": 2312}]
{"company-data": {"conformed-name": "MACDERMID INC", "cik": "0000061138", "assigned-sic": "2890", "irs-number": "060435750", "state-of-incorporation": "CT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13889", "film-number": "04888432"}, "business-address": {"street1": "245 FREIGHT ST", "city": "WATERBURY", "state": "CT", "zip": "06702", "phone": "2035755700"}, "mail-address": {"street1": "245 FREIGHT STREET", "city": "WATERBURY", "state": "CT", "zip": "06702"}}
UNITED STATES
                       SECURITIES AND  EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM  8-K

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

DATE  OF  REPORT  (DATE  OF  EARLIEST  EVENT  REPORTED)   JUNE  29,  2004
                                                  -------------------

                          MACDERMID,  INCORPORATED
                          ------------------------
       (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

          CONNECTICUT             1-13889        06-0435750
          -----------            ---------       ----------
(STATE  OR  OTHER  JURISDICTION   (COMMISSION     (I.R.S.  EMPLOYER
     OF  INCORPORATION  )        FILE  NUMBER)   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.

ITEM  10:  AMENDMENTS  TO  THE  REGISTRANT'S  CODE  OF  ETHICS,  OR  WAITER OF A
PROVISION  OF  THE  CODE  OF  ETHICS
MacDermid,  Incorporated  has  updated its Code of Ethics as of the date of this
filing.  The  Code,  which  was  originally drafted in 1999, has been updated to
reflect changes in applicable law since that time. The amended Code of Ethics is
attached  as  Exhibit  14  hereto.

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:  JUNE  29,  2004                          /s/  John  L.  Cordani
                                                   -------------------
                                                 Corporate  Secretary