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)   May  6, 2005
                                                  -------------

                          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.)

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

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

None
---------------------------------
(Former name, former address and former fiscal year, if changed
since last report.



ITEM 1.01. Entry into a Material Definitive Agreement
THE  BOARD  OF  DIRECTORS  APPROVED  AN  AMENDMENT TO THE MACDERMID INCORPORATED
SPECIAL STOCK PURCHASE PLAN ON MAY 6, 2005. THE AMENDMENT IS ATTACHED AS EXHIBIT
99.1  HERETO.
[{"type": "8-K", "sequence": "1", "filename": "amendstockpurchplan505.txt", "description": "AMENDMENT TO STOCK PURCH PLAN MAY 2005", "secsgml_size_bytes": 1505}]
{"company-data": {"conformed-name": "MACDERMID INC", "cik": "0000061138", "assigned-sic": "2890", "irs-number": "060435750", "state-of-incorporation": "CT", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13889", "film-number": "05805612"}, "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)   May  6, 2005
                                                  -------------

                          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.)

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

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

None
---------------------------------
(Former name, former address and former fiscal year, if changed
since last report.

ITEM 1.01. Entry into a Material Definitive Agreement
THE  BOARD  OF  DIRECTORS  APPROVED  AN  AMENDMENT TO THE MACDERMID INCORPORATED
SPECIAL STOCK PURCHASE PLAN ON MAY 6, 2005. THE AMENDMENT IS ATTACHED AS EXHIBIT
99.1  HERETO.