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)   NOVEMBER  28,  2001
                                                          -------------------
                        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  ON  NOVEMBER  28,
2001.
REFER  TO  THE  PRESS  RELEASE DATED NOVEMBER 28, 2001 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:  NOVEMBER  28,  2001                               /s/  John  L.  Cordani
                                                         Vice President, General
Counsel
                                                         and  Secretary