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

                                    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)   SEPTEMBER  11,  2002
                                                          --------------------
                        COMMISSION  FILE  NUMBER  0-2413
                                                  ------
                          MACDERMID,  INCORPORATED
                          -----------------------
             (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

          CONNECTICUT                             06-0435750
          -----------                             ----------
(STATE  OR  OTHER  JURISDICTION  OF              (I.R.S.  EMPLOYER
 INCORPORATION  OR  ORGANIZATION)              IDENTIFICATION  NO.)

245  FREIGHT  STREET,  WATERBURY,  CONNECTICUT            06702
-----------------------------------------------------------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)           (ZIP  CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE  (203)  575-5700
                                                         --------------
                               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
                                                        -------    ------.

ITEM  5:  OTHER  EVENTS

MacDermid,  Incorporated  issued  its  press release dated September 10, 2002 to
announce  that  John  Malfettone, Executive Vice President and CFO has resigned.
Upon  his  resignation,  John  made  the  following  statement;

"In  the  brief  time that I worked at MacDermid, I came to recognize the unique
culture  of  this  company.  This culture provides the foundation for success at
MacDermid.  Underlying  the  entrepreneurial  approach  is  a  low cost, owners'
mentality  that  drives  employees  to  make the best decisions for MacDermid in
order  to  maximize  cash flow.  The key economic measurement espoused by all is
owner  earnings.  It  is  the  common  denominator  which helps drive consistent
behavior  towards  improving  cash  flow.  It is a focus on intrinsic value, not
book  earnings  that  provides  the  financial  goals  for  the  future.

Clearly,  my  decision to leave MacDermid was not based on anything wrong at the
company,  but  due  to  a  change  in  strategy from when I was hired.  This new
strategic direction as described in Dan's shareholder letter is less risky since
it  requires  lower financial leverage, relies less on major acquisition growth,
and  can  be  sufficiently met with few additions to the senior leadership team.
It is a more moderate path to increasing shareholder value than was contemplated
upon  my  hiring.

To  the best of my knowledge, there are no major accounting issues at MacDermid.
That  view  is based on my observations during the 8 months that I worked at the
company.  I  do  believe  that  Greg  Bolingbroke  provides  strong  financial
controllership  skills to MacDermid.  At the epicenter of the company's internal
controls  is  the ownership culture which is so strong at MacDermid.  It is this
owners'  mentality which causes people to do the right thing for the good of the
clan."

Refer  to  the  press release dated September 10, 2002 attached as exhibit 99 to
this  filing.

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:  SEPTEMBER  11,  2002                              /s/  John  L.  Cordani
                                                         Corporate  Secretary
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "description": "CHANGE OF PRINCIPAL FINANCIAL OFFICER", "secsgml_size_bytes": 4446}]
{"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": "02761985"}, "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  -  1004

                                    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)   SEPTEMBER  11,  2002
                                                          --------------------
                        COMMISSION  FILE  NUMBER  0-2413
                                                  ------
                          MACDERMID,  INCORPORATED
                          -----------------------
             (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

          CONNECTICUT                             06-0435750
          -----------                             ----------
(STATE  OR  OTHER  JURISDICTION  OF              (I.R.S.  EMPLOYER
 INCORPORATION  OR  ORGANIZATION)              IDENTIFICATION  NO.)

245  FREIGHT  STREET,  WATERBURY,  CONNECTICUT            06702
-----------------------------------------------------------
(ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)           (ZIP  CODE)

REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE  (203)  575-5700
                                                         --------------
                               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
                                                        -------    ------.

ITEM  5:  OTHER  EVENTS

MacDermid,  Incorporated  issued  its  press release dated September 10, 2002 to
announce  that  John  Malfettone, Executive Vice President and CFO has resigned.
Upon  his  resignation,  John  made  the  following  statement;

"In  the  brief  time that I worked at MacDermid, I came to recognize the unique
culture  of  this  company.  This culture provides the foundation for success at
MacDermid.  Underlying  the  entrepreneurial  approach  is  a  low cost, owners'
mentality  that  drives  employees  to  make the best decisions for MacDermid in
order  to  maximize  cash flow.  The key economic measurement espoused by all is
owner  earnings.  It  is  the  common  denominator  which helps drive consistent
behavior  towards  improving  cash  flow.  It is a focus on intrinsic value, not
book  earnings  that  provides  the  financial  goals  for  the  future.

Clearly,  my  decision to leave MacDermid was not based on anything wrong at the
company,  but  due  to  a  change  in  strategy from when I was hired.  This new
strategic direction as described in Dan's shareholder letter is less risky since
it  requires  lower financial leverage, relies less on major acquisition growth,
and  can  be  sufficiently met with few additions to the senior leadership team.
It is a more moderate path to increasing shareholder value than was contemplated
upon  my  hiring.

To  the best of my knowledge, there are no major accounting issues at MacDermid.
That  view  is based on my observations during the 8 months that I worked at the
company.  I  do  believe  that  Greg  Bolingbroke  provides  strong  financial
controllership  skills to MacDermid.  At the epicenter of the company's internal
controls  is  the ownership culture which is so strong at MacDermid.  It is this
owners'  mentality which causes people to do the right thing for the good of the
clan."

Refer  to  the  press release dated September 10, 2002 attached as exhibit 99 to
this  filing.

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:  SEPTEMBER  11,  2002                              /s/  John  L.  Cordani
                                                         Corporate  Secretary