UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [X] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2004 ____________________ [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended:__________________ Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART 1- REGISTRANT INFORMATION MacDermid, Incorporated Profit Sharing and Employee Stock Ownership Plan (the ________________________________________________________________________________ "Plan") _______ Full title of the plan required to file Form 11-K MacDermid, Incorporated (the "Company"); __________________________________________ Full name of registrant and issuer of the securities held pursuant to the plan Former Name if Applicable 1401 Blake Street ___________________ Address of Principal Executive Office (Street and Number) Denver, Colorado 80202 __________________ City, State and Zip Code PART II - RULES 12B-25(B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form [X] N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE Due to unanticipated delays in the collection and compilation of necessary information relating to the restricted status of certain investments within our 401k Plan, the required financial statements of the MacDermid Incorporated Profit Sharing and Employee Stock Ownership Plan for the year ended December 31, 2004 and corresponding audit will not be completed in time to file the Plan's Annual Report on Form 11-k within the prescribed period without unreasonable effort or expense. The Plan expects to file the Form 11-K on or before the fifteenth (15TH) calendar day following the prescribed due date for the Form 11-K. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Frank Monteiro 720 479-3078 _______________ ___ ________ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes [X] No [ ] (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [X] No [ ] MacDermid, Incorporated Profit Sharing And Employee Stock Ownership Plan ________________________________________________________________________ (Name of Plan) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date June 24, 2005 By: /s/ Frank J. Monteiro _________________________ Frank J. Monteiro Assistant Treasurer 1441625.1