Amendment to
               MacDermid, Incorporated Special Stock Purchase Plan


WHEREAS,  MacDermid,  Incorporated  (the  "Company")  has adopted the MacDermid,
Incorporated  Special  Stock  Purchase  Plan  (the "Plan") on November 15, 1991;

WHEREAS, the Plan was restated on November 1, 1992, amended on February 13, 1996
and  further  amended  on  April  1,  2004;

WHEREAS,  the  Company  desires  to  further  amend  the  Plan;

NOW  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

1.     Section  3 of the Plan is amended by hereby adding the following sentence
to  the  end  thereof:

"The  Committee  shall not reprice any option granted under this Plan other than
in  connection  with  a reorganization or change in the common stock as provided
for  under  Sections  11  and  12  of  the  Plan."

In  witness whereof, the Company has executed this amendment to the Plan on this
6th  day  of  May,  2005.



                         MacDermid,  Incorporated


                    By:                         /s/ John L. Cordani
                         Name:                    John L. Cordani
                         Title:  Corporate Secretary and General Counsel


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:  May 6, 2005                   /s/ John L. Cordani
                       Corporate Secretary and General Counsel