CERTIFICATE RESTATING THE CERTIFICATE OF INCORPORATION
                         BY ACTION OF BOARD OF DIRECTORS
                         -------------------------------
 
          1     The name of the Corporation is MACDERMID, INCORPORATED.
 
          2.     The Certificate of Incorporation is restated only by the
Restated certificate of Incorporation attached hereto, which Restated
Certificate of Incorporation has been prepared pursuant to the following
resolution adopted by the Board of Directors Meeting alone at a meeting held
November 19th, 1984:
 
RESOLVED:
 
That the President and Secretary are authorized and directed to prepare and file
with the Secretary of the State of Connecticut, a Restated Certificate of
Incorporation integrating into one document the Company's Certificate of
Incorporation, as heretofore amended.
 
          3.     (a)     The attached Restated Certificate of Incorporation
merely restates and does not change the provisions of the original Certificate
of Incorporation, as supplemented and amended to date, except as follows:  None.
 
               (b)     Other than as indicated in Paragraph 3(a), there is no
discrepancy between the provisions of the original Certificate of Incorporation,
as supplemented and amended to date, and the provisions of the attached Restated
Certificate of Incorporation.
 
          4.     The above resolution was adopted by the Board of Directors
acting alone, pursuant to Section 33-362 of the General Statutes of Connecticut,
as amended.
 
 
<PAGE>
          5.     The number of affirmative votes required to adopt such
resolution is six.
 
          6.     The number of directors in favor of the resolution was nine.
 
          Dated at Waterbury, Connecticut, this 20th day of November, 1984.
 
          We hereby declare, under penalties of false statement that the
statements made in the foregoing Certificate are true.
 
 
                                   /s/ Arthur J. LoVetere
                                   ----------------------
                                   Arthur J. LoVetere - President
 
 
                                   /s/ Russell Burge
                                   -----------------
                                   Russell Burge - Secretary
 
 
<PAGE>
                      RESTATED CERTIFICATE OF INCORPORATION
                      -------------------------------------
 
          We, the subscribers, certify that we do hereby associate ourselves as
a body politic and corporate under the statute laws of the State of Connecticut;
and we further certify:
 
          FIRST. That the name of the Corporation is MACDERMID, INCORPORATED.
 
          SECOND.  That said Corporation is to be located in the Town of
Waterbury, in the state of Connecticut.
 
          THIRD.  That the nature of the business to be transacted, and the
purposes to be promoted or carried out, by said Corporation, are as follows:
 
          To purchase, lease, or otherwise acquire real estate, improved or
unimproved, without limit as to amount, in any state or territory of the United
States or foreign country.
 
          To acquire by purchase or otherwise, property, real or personal, and
the good will, right, and assets of all kinds under such terms and conditions as
may be deemed advisable, of any person, firm, or corporation, engaged in any
kind of business which is authorized to be done by corporations under the
general laws of the State of Connecticut, and to pay for the same in cash,
stock, common or preferred, bonds, or other securities of the corporation.
 
          To authorize for, purchase, or otherwise acquire, and hold with the
same rights of ownership as may be permitted to natural persons, the shares,
bonds and obligations of any
 
 
 
<PAGE>
corporation organized under the laws of any state, territory of the United
States or of any foreign country.
 
          To manufacture; buy, sell, export, import, and generally deal in all
kinds of chemicals, and to carry on the business of chemist, druggist, and
manufacturers of, and dealers in medicinal, chemical, and other preparations,
articles, compounds, pigments, drugs and druggists sundries, chemicals, surgical
and scientific apparatus and processes.
 
          To analize and refine when necessary all kinds of chemicals,
medicines, and preparations.  To apply for, obtain, register, purchase, or
otherwise acquire, use, operate, sell, assign, or otherwise dispose of any and
all trade marks, secret processes, trade names, distinctive marks, and all
inventions, improvements, and processes used in connection with or secured under
letters patent, domestic or foreign, and other governmental grants or
concessions, and to use and employ the same in connection with the purchases
hereinbefore set forth.
 
          To carry on the business of manufacturers and dealers in all kinds of
clearing compounds and preparations, and compounds and preparations for
coloring, cleaning or treating all kinds of articles made of all kinds of
materials.
 
          To engage in the business of selling goods, wares, and merchandise as
commission merchants, and as general selling agents; particularly to set as
agents or brokers for the selling upon commission or otherwise of all such
articles as are hereby
 
 
                                       -2-
 
<PAGE>
authorized to be dealt in other respects as contained in this certificate of
incorporation.
 
          To manufacture, buy, sell, export, import, and generally deal in
machinery of all kinds, classes, and descriptions.  To purchase, lease, or
otherwise acquire lands and buildings for the erection and establishment, of
manufacturies, and workshops with suitable plants, engines, and machinery, and
to generally engage in the manufacturing of all kinds of articles made of metal,
wood, leather, cloth or any other material.
 
          To manufacture, buy, sell, import, export, and generally deal in
paints and painters' supplies of all kinds.
 
          To manufacture, buy, sell, export, import, and generally deal in
patent medicines, formulas, and preparations of every kind, class, and
description.
 
          To manufacture, buy, sell, import, export, and generally deal in soaps
for toilet and domestic use.  Also to purchase all materials suitable or
necessary for or to manufacture all materials suitable or necessary for the
proper manufacture of soaps and other cleaning preparations.
 
          To manufacture, buy, sell, import, export, and generally deal in
chemical or other products or processes for the removal of varnish and kindred
products.
 
          FOURTH, That the authorized capital stock of this Corporation shall
consist of Twenty-Two Million (22,000,000) shares, divided into Twenty Million
(20,000,000) shares of common stock, without par value, and Two Million
(2,000,000) shares of
 
 
                                       -3-
 
<PAGE>
preferred stock, without par value.  No shareholder shall be entitled as of
right to purchase such shares issued by the Corporation or any securities
convertible into such shares.
 
          The terms, limitations and relative rights and preferences of the
preferred shares shall be fixed by resolution or resolutions adopted by the
Board of Directors at the time of the issuance and sale of any such preferred
shares or series thereof authorized pursuant hereto.  The shares of preferred
stock may be divided into and from time to time issued in series. The Board of
Directors may determine variations in the terms, limitations and relative rights
and preferences of each such series to the extent permitted by then applicable
law.
 
          FIFTH.  That the amount of capital stock with which this Corporation
shall commence business is Four Thousand Five Hundred Dollars ($4,500.00).
 
          SIXTH. That the duration of said Corporation is unlimited.
 
          SEVENTH.
 
          I.     For purposes of this Article Seventh:
 
          (a)     The term "Subsidiary" shall mean any entity in which this
corporation beneficially owns or controls, directly or indirectly, more than
fifty percent (50%) of the outstanding voting stock.
 
          (b)     The term "Significant Stockholder" shall mean any corporation,
person or other entity ("person") owning beneficially, directly or indirectly,
shares of capital stock of
 
 
                                       -4-
 
<PAGE>
this corporation entitled to cast fifteen percent (15%) or more of the votes at
the time entitled to be cast generally in the election of directors by all of
the outstanding shares of all classes of capital stock of this corporation,
considered for the purposes of this Article Seventh as one class.  For the
purposes of this Article Seventh, a person shall be deemed to be the beneficial
owner of any shares of capital stock of this corporation which are beneficially
owned, directly or indirectly, by any other person (i) with which he or his
"affiliate" or "associate" (as hereinafter defined) has any agreement,
arrangement or understanding for the purposes of acquiring, holding, voting or
disposing of capital stock of this corporation or (ii) which is his "affiliate"
or "associate".  For the purposes of this Article Seventh, a person is an
"affiliate" of, or is affiliated with, a specified person if such person
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified; and the
term "associate" used to indicate a relationship with any person means (1) any
corporation or organization (other than this corporation or any Subsidiary) of
which such person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of equity securities,
(2) any trust or other estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of such person, or any
 
 
                                       -5-
 
<PAGE>
relative of such spouse, who has the same home as such person or who is a
director or officer of this corporation or any of its parents or Subsidiaries.
 
          (c)     The term "voting security" shall mean any security which is
(or upon the happening of any event, would be) entitled to vote for the election
of directors, and any security convertible, with or without consideration, into
such a security or carrying any warrant or right to subscribe or to purchase
such a security.
 
          (d)     The term "Continuing Director" shall mean a director who was a
member of the Board of Directors of this corporation immediately prior to the
time that a Significant Stockholder involved in a proposed Business Transaction
with a Significant Stockholder becomes a Significant Stockholder.
 
          (e)     The term "Business Transaction with a Significant Stockholder"
shall mean:
 
               (i)     any merger or consolidation of this corporation or of any
Subsidiary with or into a Significant Stockholder;
 
               (ii)     any sale, lease, exchange or other disposition by this
corporation or any Subsidiary of assets constituting all or substantially all of
the assets of this corporation and its subsidiaries taken as a whole to or with
a Significant Stockholder, in a single transaction or a series of related
transactions;
 
 
                                       -6-
 
<PAGE>
               (iii)     any dissolution of this corporation or any distribution
by this corporation in complete or partial liquidation, in a single transaction
or a series of related transactions, at a time when this corporation shall have
a Significant Stockholder;
 
               (iv)     any issuance or transfer by this corporation or by any
Subsidiary of any voting securities of this corporation (except for voting
securities issued pursuant to a (1) stock option, stock purchase, stock bonus or
other plan for natural persons who are officers or employees of this corporation
or its Subsidiaries; or (2) conversion of convertible securities acquired by a
Significant Stockholder before the corporation, person or other entity became a
Significant Stockholder) to a Significant Stockholder in exchange for cash,
assets or securities or a combination thereof;
 
               (v)     any loan, advance, guarantee, pledge or other financial
assistance or tax credit or other benefits provided by this corporation or any
Subsidiary to a Significant Stockholder or benefitting, directly or indirectly,
a Significant Stockholder (except proportionately as a stockholder) (loans or
advances extended to natural persons who are officers or employees of this
corporation or any Subsidiary are being deemed included in this section (v); or
 
               (vi)     any sale or lease, in a single transaction or a series
of related transactions, by a Significant Stockholder to this corporation or any
Subsidiary of any assets (except for
 
 
                                       -7-
 
<PAGE>
aggregate consideration of less than one million dollars ($1,000,000.00).
 
          II.     A Business Transaction with a Significant Stockholder shall
require the affirmative approval of at least eighty percent (80%) of the number
of votes at the time entitled to be cast by stockholders of this corporation
generally in the election of directors including at least sixty-six and
two-thirds percent (66-2/3%) of the number of votes at the time so entitled to
be cast by stockholders of this corporation other than by a Significant
Stockholder to or with whom the Business Transaction with a Significant
Stockholder is proposed to be effected. The voting requirements set forth in the
immediately preceding sentence shall not apply to any transaction with a
Significant Stockholder described in this Article Seventh if such Business
Transaction with a Significant Stockholder is approved by a majority of the
Board of Directors, but only if a majority of the members of the Board of
Directors acting on such matter shall be Continuing Directors.  Such voting
requirements shall apply if there are no Continuing Directors. The determination
of whether a corporation, person or other entity is a Significant Stockholder
shall be made as of the date of the Business Transaction with a Significant
Stockholder, as of each date of such Business Transaction in the event of any
series or such related Business Transactions or, as to a Business transaction
with a Significant Stockholder with respect to which a vote of the stockholders
of this corporation would otherwise be required,
 
 
                                       -8-
 
<PAGE>
as of the record date for the determination of stockholders entitled to notice
thereof and to vote thereon; and any corporation, person or other entity shall
be deemed a Significant Stockholder if on any such date or at any time twelve
(12) months prior thereto, he shall have owned the requisite number of shares of
capital stock of this corporation otherwise necessary to constitute him a
Significant Stockholder.
 
          This corporation shall not vote its stock in any Subsidiary in favor
of any Business Transaction with a Significant Stockholder without first having
obtained the affirmative approvals referred to in this Article Seventh.
 
          Notwithstanding any provision of this Article Seventh to the contrary,
unless the Board of Directors includes Continuing Directors and a majority of
the Board of Directors including a majority of the Continuing Directors
determines otherwise, in the event of any dissolution of this corporation or any
distribution by this corporation in complete or partial liquidation, in a single
transaction or a series of related transactions, at a time when this corporation
shall have a Significant Stockholder, all assets of the corporation then paid
over or so distributed to stockholders of this corporation shall be paid over or
distributed in kind pro rata.
 
          III.     If a vote of the shareholders of this corporation is required
to approve: (a) a Business Transaction with a Significant Stockholder which has
been approved by a majority of
 
 
                                       -9-
 
<PAGE>
the Board of Directors, but only if a majority of the members of the Board
acting on such matter shall be Continuing Directors; (b) a merger or
consolidation of this corporation with or into a person other than a Significant
Shareholder; or (c) a sale, lease, exchange or other disposition by this
corporation or any Subsidiary of assets constituting all or substantially all of
the assets of this corporation and its Subsidiaries taken as a whole to or with
a person other than a Significant Stockholder, in a single transaction or a
series of related transactions; then, the vote that shall be required shall be
the affirmative approval of at least a majority of the number of votes entitled
to be cast by stockholders of this corporation generally in the election of
directors.
 
          IV.     The affirmative vote or consent of the holders of not less
than eighty percent (80%) of the outstanding voting securities shall be required
to amend, alter, change or repeal, or to adopt any provisions inconsistent with,
this Article and such affirmative vote must include two-thirds of the
outstanding voting securities not beneficially owned by a Significant
Stockholder; provided, however, that this paragraph shall not apply to, and such
eighty percent (80%) vote (and such further two-thirds vote) shall not be
required for, any amendment, alteration, change, repeal or adoption of any
inconsistent provision declared advisable by the Board of Directors by the
affirmative vote of two-thirds of the Board of Directors and submitted to
stockholders for their consideration, but only if a
 
 
                                      -10-
 
<PAGE>
majority of the members of the Board of Directors acting upon such matter shall
be Continuing Directors.
 
          This restated Certificate of Incorporation merely restates but does
not change the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy between such
provisions and the provisions of this restated Certificate of Incorporation.
 
          Dated at Waterbury, Connecticut, this 20th day of November, 1984.
 
 
                                   /s/ Arthur J. LoVetere
                                   ----------------------
                                   President
 
 
                                   /s/ Russell Burge
                                   -----------------
                                   Secretary
 
 
Subscribed and sworn to by ARTHUR J. LOVETERE and RUSSELL BURGE who made solemn
oath to the truth of the same, before me.
 
 
                                   /s/ Shirley A. Hansen
                                   ---------------------
                                   Notary Public
 
 
                                      -11-
 
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                STOCK CORPORATION
                      Office of the Secretary of the State
   30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / new / 1-97
 
                      Space For  FILING #0001793641 PG    01 OF   04 VOL B-00166
                                         FILED 01/21/1998 02:34 PM PAGE    03073
                                                          SECRETARY OF THE STATE
                                              CONNECTICUT SECRETARY OF THE STATE
1. NAME OF CORPORATION:
 
MacDermid,   Incorporated
2. THE CERTIFICATE OF INCORPORATION IS (check A., B. or C.):
 
      X     A.  AMENDED.
 
______ B.  AMENDED AND RESTATED.
 
______ C.  RESTATED.
3. TEXT OF EACH AMENDMENT / RESTATEMENT:
 
See Attachment   "A"
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    (Please reference in 8 1/2 X 11 attachment if additional space is needed)
 
 
 
<PAGE>
 
                            Space For Office Use Only
 
                               FILING #0001793641  PG    02 OF    04 VOL B-00166
                                         FILED 01/21/1998 02:34 PM PAGE    03074
                                                          SECRETARY OF THE STATE
                                              CONNECTICUT SECRETARY 0F THE STATE
4. VOTE INFORMATION (check A., B. or C.)
 
      X     A. The resolution was approved by shareholders as follows:
 
(set forth all voting information required by Conn. Gen. Stat. section 33-800 as
                      amended in the space provided below)
 
 See Attachment "B"
______ B.  The amendment was adopted by the board of directors without
shareholder action. No shareholder vote was required for adoption.
______ C.  The amendment was adopted by the incorporators without shareholder
action. No shareholder vote was required for adoption.
                                  5. EXECUTION
                      Dated this 16th day of January, 1998
              John L. Cordani     Secretary     /s/ John L. Cordani
     Print or type name of signatory     Capacity of signatory     Signature
 
 
<PAGE>
                                      FILING #0001793641 PG 03 OF P4 VOL B-00166
                                            FILED 01/21/1998 02:34 PM PAGE 03075
                                                          SECRETARY OF THE STATE
                                              CONNECTICUT SECRETARY OF THE STATE
 
                            Certificate of Amendment
                                       of
                             MACDERMID, INCORPORATED
 
                                  Attachment B
                                  ------------
 
                   RESOLUTIONS APPROVED BY THE SHAREHOLDERS OF
              MACDERMID, INCORPORATED IN CONNECTION WITH AMENDMENT
                    OF RESTATED CERTIFICATE OF INCORPORATION
 
RESOLVED:     That it is advisable and in the best interests of the Company that
its present authorized capital stock consisting of 20,000,000 shares of common
stock, no par value and 2,000,000 shares of preferred stock, no par value be
amended such that the number of shares of common stock, no par value be
increased from 20,000.000 to 75,000,000 and that in respect thereby, the
Restated Certificate of Incorporation of the Company be amended by striking out
the number "20,000,000" in Section Fourth and replacing such number with
"75,000,000."
 
RESOLVED:     That it is advisable and in the best interests of the Company to
provide for consent in writing by less than 100% of the holders of outstanding
stock entitled to vote thereon and that in respect thereof, the Restated
Certificate of Incorporation be amended to provide for the addition of the
following provision: "Any action required by law to be taken at an annual or
special meeting of the stockholders, or any action which may be taken at an
annual or special meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted; provided, however, that in no event shall
                                     -----------------
such minimum number of votes constitute less than a majority of such shares."
 
RESOLVED:     That in connection with the foregoing resolutions, a Certificate
of Amendment be prepared, signed and filed setting forth the amendments to the
Restated Certificate of Incorporation as set forth herein.
 
RESOLVED:     That the President, the Executive Vice President and the Secretary
be, and each of them acting singly is hereby, authorized, empowered and directed
in the name of and on behalf of the Company to take such further action,
including but not limited to the submission of the preceding resolutions to the
shareholders of the Company for approval, the filing of a Certificate of
Amendment with the Connecticut Secretary of State, and the execution of any
instruments or agreements as they may deem appropriate, necessary or desirable
to carry out the intent of the foregoing resolutions, the appropriateness,
necessity and desirability thereof being conclusively proven by the actions so
taken and the instruments or agreements so executed.
 
RESOLVED:     That the preceding resolutions be submitted for approval to the
shareholders of the Company.
 
 
<PAGE>
                                      FILING #0001793641 PG 04 OF 04 VOL B-00166
                                            FILED 01/21/1998 02.34 PM PAGE 03076
                                                          SECRETARY OF THE STATE
                                              CONNECTICUT SECRETARY OF THE STATE
 
                            Certificate of Amendment
                                       of
                             MACDERMID, INCORPORATED
 
                                  Attachment A
                                  ------------
 
1.     That the Restated Certificate of Incorporation of the Company be amended
by striking out the number "20,000,000" in Section Fourth and replacing such
number with "75,000,000."
 
2.     That the Restated Certificate of Incorporation be amended to provide for
the addition of the following provision:
 
"Any action required by law to be taken at an annual or special meeting of the
stockholders, or any action which may be taken at an annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted; provided, however, that in no event shall such minimum number of
           -----------------
votes constitute less than a majority of such shares."