UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)
               X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE  SECURITIES  EXCHANGE  ACT  OF  1934
                    For the quarterly period ended June 30, 1999

                    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition from       to

                           Commission File No. 027222

                             CFC INTERNATIONAL, INC.

                  (Exact name of Registrant as specified in its charter)

                  DELAWARE                                 36-3434526
         (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                    Identification No.)

                500 State Street, Chicago Heights, Illinois 60411

         Registrant's telephone number, including
         area code:                                        (708) 891-3456



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                           YES  ( X )                       NO  (     )

As of July 31, 1999,  the  Registrant  had issued and  outstanding  4,052,330
shares of Common  Stock,  par value $.01 per share,  and 518,169 shares of
Class B Common Stock, par value $.01 per share.


<PAGE>





                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q



                                                                 Page
                                                                 ----

Part I - Financial Information:

     Item 1 - Financial Statements

          Consolidated Balance Sheets - June 30, 1999 and
          December 31, 1998....................................     3

          Consolidated Statements of Income for the
          three (3) months and for the six (6)
          months ended June 30, 1999 and June 30, 1998.........     4

          Consolidated Statements of Cash Flows for
          the six (6) months ended June 30, 1999
          and June 30, 1998....................................     5

          Notes to Consolidated Financial Statements...........  6- 7


     Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations...  8-11

     Item 3.- Quantitative and Qualitative Disclosures
               About Market Risks..............................    11



Part II - Other Information:

     Item 6 - Exhibits and Reports on Form 8-K and Form 11-K....   12

     Signatures.................................................   13



<PAGE>


                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEET AT
                       JUNE 30, 1999 AND DECEMBER 31, 1998

                                                       June 30,    December 31,
                                                         1999         1998
                                                         ----         ----
                                                      (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .........................   $ 2,096,816  $ 5,434,595
Accounts receivable, less allowance
  for doubtful accounts of $1,044,263 and
  $625,000 respectively............................    11,457,922    7,767,135
Employee receivable................................        88,169       35,653
Inventories:
    Raw materials..................................     2,577,684    1,281,868
    Work in process................................     1,936,190    1,233,287
    Finished goods.................................     6,516,437    4,919,531
                                                      -----------  -----------
                                                       11,030,311    7,434,686
Prepaid expenses and other
  current assets...................................       863,661      687,506
Deferred income taxes..............................       868,976      868,976
                                                      -----------  -----------
    Total current assets...........................    26,405,855   22,228,551
                                                      -----------  -----------
Property, plant and
  equipment, net...................................    26,983,907   15,323,705
Other assets.......................................     1,941,392    1,727,440
                                                      -----------  -----------
    Total assets...................................   $55,331,154  $39,279,676
                                                      ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt .................   $ 4,937,835  $ 1,347,693
Accounts payable...................................     3,883,637    2,187,784
Accrued environmental liability ...................       244,937      244,937
Accrued bonus......................................       140,056      550,944
Accrued vacation...................................       574,612      559,357
Other accrued expenses and
  current liabilities..............................     1,426,140    2,031,484
                                                      -----------  -----------
   Total current liabilities.......................    11,207,217    6,922,199
                                                      -----------  -----------
Deferred income taxes..............................     1,443,607    2,110,274
Long-term debt ....................................    19,210,384    9,276,587
                                                      -----------  -----------
   Total liabilities...............................    31,861,208   18,309,060
                                                      -----------  -----------
STOCKHOLDERS' EQUITY:
Common  stock,  $.01 par value,
  10,000,000  shares  authorized;
  4,381,048 and 4,226,469 shares
  issued at June 30, 1999 and
  December 31, 1998, respectively..................       43,327       42,281
Class B common stock, $.01 par
  value, 750,000 shares authorized;
  518,169 shares issued and
  outstanding at June 30, 1999
  and December 31, 1998 ...........................        5,182        5,182
Additional paid-in capital.........................   11,509,174   10,551,354
Retained earnings..................................   13,515,086   11,979,842
Cumulative translation adjustment..................     (211,652)    (216,852)
                                                      -----------  -----------
                                                      24,861,117   22,361,807
Less 331,346 treasury shares
  of common stock, at cost at
  June 30, 1999 and December 31, 1998 .............   (1,391,171)  (1,391,171)
                                                      -----------  -----------
                                                      23,469,946   20,970,636
CONTINGENCIES
Total liabilities and
  stockholders' equity.............................  $55,331,154  $39,279,696
                                                     ===========  ===========


    The accompanying notes are an integral part of the financial statements.


<PAGE>




                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                      JUNE 30, 1999 AND 1998, RESPECTIVELY



                          Three Months Ended June 30, Six Months Ended June 30,
                               1999         1998         1999          1998
                               ----         ----         ----          ----
                                  (Unaudited)               (Unaudited)

Net sales ................ $17,966,951  $13,111,110   $30,971,017   $25,772,247
Cost of goods sold .......  12,159,653    8,413,292    20,422,960    16,209,427
                           -----------  -----------   -----------   -----------
Gross profit .............   5,807,298    4,697,818    10,548,057     9,562,820
                           -----------  -----------   -----------   -----------
Marketing and selling
  expenses ...............   1,828,165    1,307,179     3,233,770     2,665,376
General and administrative
  expenses ...............   1,938,921    1,227,867     3,295,699     2,341,909
Research and development
  expenses ...............     390,229      396,143       787,375       762,390
                           -----------  -----------   -----------   -----------
                             4,157,315    2,931,189     7,316,844     5,769,675
                           -----------  -----------   -----------   -----------
Operating income .........   1,649,983    1,766,629     3,231,213     3,793,145

Other (income) expenses:
  Interest ...............     312,017      172,758       462,401       337,923
  Miscellaneous ..........     100,971      (94,664)      174,064       (75,201)
                           -----------  -----------   -----------   -----------
                               412,988       78,094       636,465       262,722
                           -----------  -----------   -----------   -----------
Income before income
  taxes and minority
  interest................   1,236,995    1,688,535     2,594,748     3,530,423
Provision for income
  taxes...................     483,835      577,712     1,059,504     1,242,104
                           -----------  -----------   -----------   -----------
                               753,160    1,110,823     1,535,244     2,288,319

Minority interest
  expense of CFC
  Applied Holographics....           -     (131,188)            -      (271,092)
                           -----------  -----------   -----------   -----------
Net income................ $   753,160  $   979,635   $ 1,535,244   $ 2,017,227


Basic earnings............ $      0.17  $      0.21   $      0.34   $      0.45

Diluted earnings
  per share............... $      0.16  $      0.21   $      0.33   $      0.44



    The accompanying notes are an integral part of the financial statements.



<PAGE>





                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 RESPECTIVELY



                                               Six Months Ended June 30,
                                               -------------------------
                                                1999           1998
                                                ----           ----
                                             (Unaudited)    (Unaudited)
Cash flow from operating activities:
  Net income..............................   $ 1,535,244    $ 2,017,227
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
       Depreciation and amortization......     1,367,388        964,585
       Minority interest in CFC
         Applied Holographics.............             -         90,794
       Changes in assets and liabilities:
         Accounts receivable..............      (413,176)    (2,262,834)
         Inventories......................     1,172,953        274,318
         Employee receivable..............       (52,516)             -
         Other current assets.............      (324,956)       700,105
         Accounts payable.................      (188,359)        71,840
         Accrued vacation.................        15,255         (9,313)
         Accrued bonus....................      (410,888)       453,125
         Accrued expenses and other
          current liabilities.............      (605,244)       386,406
                                             ------------   ------------
Net cash provided by operating activities..  $ 2,095,701    $ 2,686,253
                                             ------------   ------------

Cash flows from investing activities:
  Additions to property, plant and
   equipment...............................   (1,717,073)    (1,051,183)
  Cash paid for acquired business..........   (3,825,301)             -
                                             ------------   ------------
Net cash used in (provided by)
  investing activities.....................   (5,542,374)    (1,051,183)
                                             ------------   ------------

Cash flows from financing activities:
  Proceeds from term loans for
   acquired business.......................    4,457,100              -
  Repayment of term loans for
   acquired business.......................   (8,055,000)             -
  Proceeds from revolver for
   acquired business.......................    3,902,202              -
  Repayments of term loans.................     (268,744)       (62,381)
  Repayment of capital lease...............      (13,130)        75,417
  Net proceeds/distribution of
   employee loans..........................            -         (1,706)
  Issuance of stock........................       81,266         46,566
  Distributions to stockholders............            -       (645,495)
                                             ------------   ------------
Net cash provided by (used in)
  financing activities.....................      103,694       (587,599)
                                             ------------   ------------

Effect of exchange rate changes
  on cash and cash equivalents.............        5,200        (24,259)
                                             ------------   ------------
Increase (decrease) in cash
  and cash equivalents.....................   (3,337,779)     1,023,212

Cash and cash equivalents:
Beginning of period........................    5,434,595      1,841,070
                                             ------------   ------------
End of Period..............................  $ 2,096,816    $ 2,864,282
                                             ===========    ===========


The accompanying notes are an integral part of the financial statements.





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1999 AND 1998
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly the financial  position of the Company
as of June 30, 1999 and  December 31, 1998,  the results of  operations  for the
three (3) months and six (6) months ended June 30, 1999 and 1998, and statements
of cash flows for the six (6) months ended June 30, 1999 and 1998.

The unaudited interim  consolidated  financial  statements  included herein have
been prepared  pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly,  certain information and footnote disclosures normally accompanying
the annual  consolidated  financial  statements  have been omitted.  The interim
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
latest annual report on Form 10-K.

Results for an interim period are not necessarily  indicative of results for the
entire  year and  such  results  are  subject  to  year-end  adjustments  and an
independent audit.

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.

Note 2.  Adoption of New Accounting Standard

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income." This statement requires that
all items recognized  under accounting  standards as components of comprehensive
income be reported in an annual  financial  statement that is displayed with the
same  prominence  as other annual  financial  statements.  This  Statement  also
requires that an entity  classify items of other  comprehensive  income by their
nature in an annual financial statement. For example, other comprehensive income
may include foreign currency translation adjustments,  minimum pension liability
adjustments, and unrealized gains and losses on marketable securities classified
as  available-for-sale.  Annual  financial  statements for prior periods will be
reclassified,  as required.  The  Company's  total  comprehensive  income was as
follows:

                                                    Six Months Ended June 30,
                                                    -------------------------
                                                      1999           1998
                                                      ----           ----
Net earnings........................................$1,535,244    $2,017,227
(Less):  foreign currency translation adjustment....     5,200      (182,622)
Total comprehensive income..........................$1,540,444    $1,834,605

Note 3.  Earnings Per Share
                              June 30, 1999              June 30, 1998
                         ------------------------    -----------------------
                                              Per                       Per
                         Income     Shares   Share   Income    Shares   Share
                         ------     ------   -----   ------    ------   -----
Basic Earnings Per
Share:
Income available
  to Common
  Stockholders....... $1,535,244  4,566,734  $.34  $2,017,227  4,466,507 $.45
Effect of Dilutive
Securities:
Options exercisable..                 3,594                        8,978
  Convertible debt...     48,000    190,476            27,000    214,286
Diluted Earnings
 per Share........... $1,583,244  4,760,804  $.33  $2,044,227  4,689,771 $.44



Note 4.  Acquisition of Oeserwerk

On March 19,  1999,  the Company  acquired  substantially  all of the assets and
assumed substantially all of the liabilities of Oeserwerk KG for a total cost of
approximately $17 million.  Oeserwerk is a manufacturer that applies coatings to
a plastic  film from  which its  customers  transfer  the dry  coating  to their
products.  The products include printed woodgrain patterns,  simulated metal and
pigmented  products for the graphics and bookbinding  industries.  The Oeserwerk
assets consisted  principally of buildings and land valued at approximately $6.1
million, machinery and equipment valued at approximately $4.5 million, and trade
accounts  receivables and inventory  valued at approximately  $8.3 million.  The
Company  financed  the  acquisition  with $3.3  million cash and the issuance of
100,000  shares of restricted  common stock.  In addition,  the Company  assumed
approximately  $12.3 million of Oeserwerk's  debt, and refinanced this debt with
the  Deutsche  Bank  and  ABN-AMRO   Deutschland.   The  Company  also  incurred
approximately  $500,000 of fees associated with the acquisition.  The results of
operations  of  Oeserwerk  since  the  acquisition  have  been  included  in the
accompanying consolidated financial statements since March 19, 1999.

The following summarized  unaudited pro forma financial  information for the six
months  ended June 30, 1999 and 1998  assumes the  acquisition  had  occurred on
January 1 of each year (in 000's).

                                                        1999         1998
                                                        ----         ----
              Net sales............................  $35,687      $37,859
              Net income...........................      483          996
              Earnings per share:
                  Basic............................     $.11         $.22
                  Diluted..........................     $.10         $.21

The pro forma data does not purport to be  indicative  of the results that would
have been  obtained had these events  actually  occurred at the beginning of the
periods presented, does not reflect any benefits for actions taken subsequent to
the acquisition and is not intended to be a projection of future results.

<PAGE>

            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Overview
--------

The Company formulates, manufactures and sells chemically-complex,  transferable
multi-layer  coatings for use in many diversified  markets such as furniture and
building products,  pharmaceutical products, transaction cards (including credit
cards,  debit cards,  ATM cards and access  cards),  intaglio  printing,  and on
holographic packaging and authentication seals.

The Company's  gross profit reflects the application of all direct product costs
and direct labor, quality control, shipping and receiving,  maintenance, process
engineering,  plant  management,  and a  substantial  portion  of the  Company's
depreciation  expense.   Selling,   general,  and  administrative  expenses  are
primarily  composed of sales  representatives'  salaries  and related  expenses,
commissions   to   sales   representatives,    advertising   costs,   management
compensation,  related  depreciation,  and  corporate  audit and legal  expense.
Research and  development  expenses  include  salaries of  technical  personnel,
related depreciation and experimental materials.

Results of Operations
---------------------

The following table sets forth,  for the periods  indicated,  certain items from
the Company's consolidated financial statements as a percentage of net sales for
such period.

                                               Quarter      Six months
                                                ended         ended
                                               June 30,      June 30,
                                             -----------   -----------
                                             1999   1998   1999   1998
                                             ----   ----   ----   ----
                                             (Unaudited)    (Unaudited)

Net sales ...............................    100.0% 100.0% 100.0% 100.0%
Cost of sales ...........................     67.7   64.2   65.9   62.9
Gross profit ............................     32.3   35.8   34.1   37.1
Selling, general and administrative .....     20.9   19.3   21.1   19.4
Research and development ................      2.2    3.0    2.6    3.0
Operating income ........................      9.2   13.5   10.4   14.7
Interest expense and other ..............      2.3    0.6    2.0    1.0
Income before taxes and minority interest      6.9   12.9    8.4   13.7
Provision for income taxes ..............      2.7    4.4    3.4    4.8
Minority interest .......................       --    1.0     --    1.1
Net income ..............................      4.2%   7.5%   5.0%   7.8%

Quarter Ended June 30, 1999 Compared to Quarter Ended June 30, 1998
-------------------------------------------------------------------

Net sales for the quarter ended June 30, 1999 increased  37.0% to $18.0 million,
from $13.1 million for the quarter ended June 30, 1998.  Printed  products sales
for these periods decreased 4.2% to $4.3 million,  from $4.5 million,  primarily
due to softness in the markets the Company serves.  Pharmaceutical product sales
for these periods increased 4.7% to $2.2 million,  from $2.1 million,  primarily
due to  growth in the  overall  market.  Security  products  (magnetic  stripes,
signature  panels and tipping  products for credit cards,  and intaglio  printed
products)  sales  decreased  33.2% to $1.8  million,  from  $2.6  million.  This
decrease was primarily a result of a decline in sales of intaglio printed stocks
and bonds  partially  offset by a 19.3% increase in sales of products for the
credit card  industry, magnetic stripes, signature panel and tipping material.
Sales of simulated metal and other pigmented  products  increased  482.0% to
$6.7 million for the quarter ended June 30,  1999 from $1.1  million  for the
quarter  ended June 30,  1998, primarily  due to the  Oeserwerk  acquisition,
which added  approximately  $5.5 million in net sales to this category in the
second quarter of 1999. Holographic products  sales  increased  11.2% to $3.0
million for the quarter ended June 30, 1999,  compared  to $2.7  million for the
quarter  ended June 30,  1998.  This increase was primarily due to strong demand
for holographic  packaging,  as it becomes a more important  part of our
customers'  brand  identification, offset by a special one-time promotion in the
second quarter of 1998 in the amount of $1.5 million.

Gross  profit  for the  quarter  ended  June 30,  1999  increased  23.6% to $5.8
million,  from $4.7 million for the quarter ended June 30, 1998,  primarily as a
result of the  Oeserwerk  acquisition.  The gross profit  margin for the quarter
ended June 30, 1999 decreased to 32.3% from 35.8% for the quarter ended June 30,
1998.  This decrease in gross profit margin was primarily  attributable to lower
gross profit  margins at  Oeserwerk,  which were 25% in the  recently  completed
quarter.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
1999 increased 48.6% to $3.8 from $2.5 for the quarter ended June 30, 1998. This
increase was primarily due to the additional $1.2 million in operating  expenses
attributable to the Oeserwerk acquisition.  Selling, general, and administrative
expenses for the quarter  ended June 30, 1999  increased as a percentage  of net
sales to 21.0% from 19.3% for the quarter ended June 30, 1998.  This increase in
percentage was primarily due to costs  associated with  integrating  Oeserwerk's
operations following the acquisition.

Research and development  expenses for the quarter ended June 30, 1999 decreased
1.5% to $390,000 from $396,000 for the quarter ended June 30, 1998. Research and
development  expenses  for the  quarter  ended  June  30,  1999  decreased  as a
percentage  of net sales to 2.2% from 3.0% for the quarter  ended June 30, 1998.
This decrease in  expense was primarily  due to costs  attributable  to the
relocation of the holographics  origination laboratory to the Northern Bank Note
facility in June 1998 and the decrease in percentage is primarily due to the
Oeserwerk acquisition.

Operating  income for the  quarter  ended June 30, 1999  decreased  6.6% to $1.7
million,  from $1.8 million for the quarter ended June 30, 1998. The decrease in
operating  income is primarily  due to the decrease in gross profit and increase
in operating  expenses noted above.  Operating income for the quarter ended June
30,  1999  decreased  as a  percentage  of net sales to 9.2% from  13.5% for the
quarter  ended June 30, 1998.  This  decrease is primarily  due to a decrease in
gross profit as a percentage of net sales and increased operating  expenses,  as
explained above.

Interest  expense  and  other  expenses  for the  quarter  ended  June 30,  1999
increased 428.8% to $413,000,  from $78,000 for the quarter ended June 30, 1998.
This increase was primarily  from $180,000 of interest on borrowings  due to the
Oeserwerk  acquisition  in  1999,  and  $42,000  in  royalties  paid to  Applied
Holographics PLC, a former holographic joint venture partner.

Income  taxes for the quarter  ended June 30, 1999  decreased  to $484,000  from
$578,000 for the quarter ended June 30, 1998. The effective rate for the quarter
ended June 30, 1999 was 39.1% compared to 37.1% in the comparable quarter.

Net income for the quarter ended June 30, 1999 decreased 23.1% to $753,000, from
$979,000  for the quarter  ended June 30, 1998.  This  decrease in net income is
primarily due to the decrease in operating income explained above.


Six months Ended June 30, 1999 Compared to Six months Ended June 30, 1998
-------------------------------------------------------------------------

Net  sales for the six  months  ended  June 30,  1999  increased  20.2% to $31.0
million,  from $25.8  million for the six months  ended June 30,  1998.  Printed
product  sales for  these  periods  decreased  3.2% to $8.7  million,  from $9.0
million,   primarily  due  to  softness  in  the  markets  the  Company  serves.
Pharmaceutical product sales for these periods decreased 1.1% to $4,378,000 from
$4,428,000,  primarily  due to an unusually  large order in the first quarter of
1998 to fill the  inventory  requirements  of a Baxter  Healthcare  acquisition.
Security  product  (magnetic  stripe,  signature panels and tipping products for
credit cards, and intaglio  printed  products) sales  decreased  23.9% to $4.0
million,  from $5.2 million in the first half of 1998.  This  decrease  was
primarily a result of a decline in sales of intaglio printed stocks and bonds.

Sales of simulated metal and other pigmented  products  increased 227.5% to $8.4
million for the six months ended June 30,  1999,  from $2.6 million in the first
six months of 1998,  primarily  due to the  Oeserwerk  acquisition  which  added
approximately $6.2 million net sales to this category. Holographic product sales
increased 20.1% to $5.5 million for the six months ended June 30, 1999, compared
to $4.5  million  for the six months  ended June 30,  1998.  This  increase  was
primarily  due to  strong  demand  for  authentication  labels  from a major toy
producer  and  continuing  demand  for  holographic  packaging  as it becomes an
important part of brand identification.

Gross profit for the six months ended June 30,  1999,  increased  10.3% to $10.6
million,  from $9.6 million for the six months ended June 30, 1998, primarily as
a result of the  Oeserwerk  acquisition.  The gross  profit  margin  for the six
months  ended  June 30,  1999  decreased  to 34.1% from 37.1% for the six months
ended June 30, 1998.  This  decrease in gross profit was  attributable  to lower
sales on a  historical-based  business  resulting in the  Company's  fixed costs
being a higher  percentage  of net sales.  The  Oeserwerk  products  had a gross
margin of 25.8%.

Selling,  general, and administrative expenses for the six months ended June 30,
1999 increased  30.4% to $6.5 million from $5.0 million for the six months ended
June 30, 1998. This increase was primarily due to the additional $1.4 million in
operating expenses attributable to the Oeserwerk acquisition.  Selling,  general
and administrative  expenses for the six months ended June 30, 1999 increased as
a percent of net sales to 21.1%  from  19.4% for the six  months  ended June 30,
1998. This increase in percentage was primarily due to the reasons noted above.

Research  and  development  expenses  for the six  months  ended  June 30,  1999
increased 3.3% to $787,000 from $762,000 for the six months ended June 30, 1998.
Research  and  development  expense  for the six  months  ended  June  30,  1999
decreased  as a  percentage  of net sales,  to 2.5% from 3.0% for the six months
ended June 30,  1998.  This  decrease in  percentage  was  primarily  due to the
Oeserwerk acquisition.

Operating  income for the six months ended June 30, 1999 decreased 14.8% to $3.2
million,  from $3.8 million for the six months ended June 30, 1998. The decrease
in  operating  income is  primarily  due to the  decrease  in gross  profit as a
percentage of sales and an increase in operating expenses noted above. Operating
income for the six months ended June 30, 1999  decreased as a percentage  of net
sales to 10.4% from 14.7% for the six months ended June 30, 1998.  This decrease
is primarily  due to a decrease in gross profit as a percentage of net sales and
increased operating expenses, as explained above.

Interest and other  expenses  for the six months  ended June 30, 1999  increased
142.3% to $636,000,  from $263,000 for the six months ended June 30, 1998.  This
increase was primarily interest on borrowings due to the Oeserwerk acquisition,
and $94,600 in royalties paid to Applied Holographics PLC, a former joint
venture partner.

Income  taxes for the six months  ended June 30,  1999  decreased  14.7% to $1.1
million from $1.2 million for the six months ended June 30, 1998.  The effective
rate for the six months  ended June 30, 1999 was 40.8%  compared to 38.1% in the
comparable  period.  The  increase in the tax rate was  primarily  caused by the
Oeserwerk acquisition.

Net income  for the six  months  ended  June 30,  1999  decreased  23.9% to $1.5
million from $2.0 million for the six months ended June 30, 1998.  This decrease
in net income is primarily  due to the decrease in  operating  income  explained
above.



Liquidity and Capital Resources
-------------------------------

Working  capital,  consisting  predominately  of  inventories  and  receivables,
decreased  from $15.3  million at December 31, 1998 to $15.2 million at June 30,
1999.  This decrease was  primarily due to an increase in short-term  borrowings
and  operating  liabilities  assumed as part of the  acquisition  of  Oeserwerk.
Short-term  borrowings and operating  liabilities  increased by $3.6 million and
$.7  million,  respectively,  as of those  dates as a  result  of the  Oeserwerk
acquisition. In addition, that acquisition increased the Company's inventory and
accounts  receivable by $4.8 million and $3.3 million,  respectively as of those
dates. Offsetting this increase, the Company's  pre-acquisition  inventories and
operating liabilities decreased by $1.1 million and $1.2 million,  respectively.
The  decrease  in  inventories  is  due  to  an  aggressive  inventory  supplies
management program instituted by the Company.

During the first six months of 1999, the Company made no borrowings  against the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement, which expires April 1, 2001, is unsecured and provides for borrowings
up to $4,500,000.  The Company  believes that the net cash provided by operating
activities  and amounts  available  under the  revolving  credit  agreement  are
sufficient to finance the Company's operations and growth.



       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company does not use derivative  financial  instruments to address  interest
rate,   currency,   or  commodity  pricing  risks.  The  following  methods  and
assumptions  were used to  estimate  the fair value of each  class of  financial
instruments  held by the Company for which it is  practicable  to estimate  that
value. The carrying amount of cash equivalents  approximates  fair value because
of the short  maturity of those  instruments.  The  estimated  fair value of the
Company's  long-term debt  approximated  its carrying value at June 30, 1999 and
December  31,  1998 based  upon  market  prices for the same or similar  type of
financial instrument.

<PAGE>






                                     PART II

                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K and Form 11-K

(a)  Exhibits

     Exhibit
     Number    Description of Exhibit
     ------    ----------------------

     27.1      Financial Data Schedule

(b)  Reports on Form 8-K

     The Company filed a report on Form 8-K on April 1, 1999, relating to the
acquisition of Oeserwerk KG.

     The Company filed a report on Form 8-K/A on May 28, 1999, amending the
financial information of its report on Form 8-K filed April 1, 1999.

(c)  Report on Form 11-K

     The Company filed a report on Form 11-K on June 30, 1999.

<PAGE>




                                   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, on August 1, 1999.


                                      CFC INTERNATIONAL, INC.



                                      Dennis W. Lakomy
                                      Vice President, Chief Financial Officer,
                                      Secretary, and Treasurer
                                      (Principal Financial Officer)





                                      Jeffrey E. Norby
                                      Controller
                                      (Principal Accounting Officer)