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)  January 30, 1997

                         MacDermid, Incorporated
           (Exact name of registrant as specified in its charter)

                              Connecticut
       (State or other jurisdiction of incorporation or organization)

                    Commission File Number:  0-2413

                              06-0435750
                 (I.R.S. Employer Identification Number)


         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 or former address, if changed since last report.)







ITEM 5:  Other Events


     On January 30, 1997, the Company was served with a subpoena from 
a federal grand jury in Connecticut requesting certain documents.  The
Company was subsequently informed that it is a subject of the grand
jury's investigation.  The subpoena requested information relating to
an accidental spill from the Company's Huntingdon Avenue, Waterbury,
Connecticut facility that occurred in November of 1994, together with
other information related to the Company's operations and compliance
at the Huntingdon Avenue facility.  The Company has retained outside
law firms to assist the Company in complying with the subpoena. 
The Company is cooperating with the government's investigation.

The Connecticut Fund for the Environment, a private organization, has 
notified MacDermid of its intent to sue MacDermid in relation to the
foregoing accidental spill and in relation to certain permit exceedances.

Since these matters are currently in very early stages, it is impossible
to determine what the ultimate outcome will be and difficult to quantify 
the extent of the Company's exposure to liability, if any.  As such, no
assurance can be given that the Company will not be found to have liability.
It is the Company's policy to accrue probable liabilities to the extent
that the Company can reasonably quantify such liabilities.  

This form 8-K shall supersede the 8-K filed by the Company on
February 28, 1997. 




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 hereunto duly authorized.


                                          	MacDermid, Incorporated
                                              	 (Registrant)




                                            /s/ John L. Cordani 
                                         	  By: John L. Cordani 
                                           	Corporate Secretary 
Date: May 14, 1997