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)   MARCH  3,  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
                                                           --------------

               245 FREIGHT STREET,  WATERBURY, CONNECTICUT  06702
               ---------------------------------------------------
         (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
                               SINCE LAST REPORT.

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b)  under  the  Exchange  Act  (17  CFR  240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))



ITEM  5.03  AMENDMENTS  TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
MacDermid,  Incorporated  has  amended  its by-laws effective February 26, 2005.
The  amended  by-laws  are  attached  as  Exhibit  99.1  hereto.
Pursuant  to  instruction  B.6  of  Form  8-K, the information contained in this
report  shall  not  be  deemed  to  be  "filed" with the Securities and Exchange
Commission for the purposes of Section 18 of the Securities Exchange Act of 1934
(the  "Exchange  Act")  or otherwise subject to the liabilities of that section,
nor  shall  it  be  deemed  incorporated  by reference into any filing under the
Securities  Act  of  1933, or the Exchange Act, except as shall be expressly set
forth  by  specific  reference  in  such  a  filing.


ITEM  9.01.  FINANCIAL  STATEMENTS  AND  EXHIBITS
(C)  EXHIBITS
EXHIBIT  NO.     DESCRIPTION
------------     -----------
99.1          Amended  Bylaws  of  MacDermid,  Inc.



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:  March  3,  2005                          /s/  John  L.  Cordani
                                      Corporate  Secretary and General Counsel