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, 2001

                  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 August 06,  2001,  the  Registrant  had issued and  outstanding  4,009,877
shares of Common Stock,  par value $.01 per share, and 512,989 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, 2001
     and December 31, 2000....................................      5

   Consolidated Statements of Income for the
     three (3) months and for the six (6)
     months ended June 30, 2001 and June 30, 2000.............      6

   Consolidated Statements of Cash Flows for the
     six (6) months ended June 30, 2001 and
     June 30, 2000............................................      7

   Notes to Consolidated Financial Statements.................  8 - 9


 Item 2 - Management's Discussion and Analysis of
   Financial Condition and Results of Operations..............10 - 13

 Item 3. - Quantitative and Qualitative Disclosures
   About Market Risks.........................................     14



Part II - Other Information:

  Item 4 - Submission of Matters to a Vote of
    Security Holders..........................................     15

  Item 6 - Exhibits and Reports on Form 8-K...................     15

  Signatures..................................................     16



<PAGE>



                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The Company believes that certain statements contained in this report and in the
future filings by the Company with the Securities and Exchange Commission and in
the  Company's  written and oral  statements  made by or with the approval of an
authorized   executive   officer  that  are  not  historical   facts  constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and  Section 21E of the  Securities  Exchange  Act of 1934,  and the
Company  intends  that such  forward-looking  statements  be subject to the safe
harbors created thereby.

The words and phrases  "looking  ahead," "is  confident,"  "should  be," "will,"
"predicted,"  "believe," "plan," "intend,"  "estimates,"  "likely," "expect" and
"anticipate" and similar expressions identify forward-looking statements.

These  forward-looking  statements  reflect  the  Company's  current  views with
respect to future  events and  financial  performance,  but are  subject to many
uncertainties  and factors  relating to the  Company's  operations  and business
environment  which may affect the  accuracy of  forward-looking  statements  and
cause the actual  results of the  Company to be  materially  different  from any
future results  expressed or implied by such  forward-looking  statements.  As a
result,  in some future quarter the Company's  operating  results may fall below
the  expectations of securities  analysts and investors.  In such an event,  the
trading  price of the  Company's  common  stock would likely be  materially  and
adversely  affected.  Many  of  the  factors  that  will  determine  results  of
operations are beyond the Company's ability to control or predict.

Some of the factors that could cause or contribute to such differences include:

o    Changes in economic and market conditions that impact market growth trends
     or otherwise impact the demand for the Company's products and services;

o    Risks inherent in international operations, including possible economic,
     political or monetary instability and its impact on the level and
     profitability of foreign sales;

o    Uncertainties relating to the Company's ability to consummate its business
     strategy, including the unavailability of suitable acquisition candidates,
     or the Company's inability to finance future acquisitions or successfully
     realize synergies and cost savings from the integration of acquired
     businesses;

o    Changes in raw material costs and the Company's ability to adjust selling
     prices;

o    The Company's reliance on existing senior management and the impact of the
     loss of any of those persons or its inability to continue to identify, hire
     and retain qualified management personnel;

o    Uncertainties relating to the Company's ability to develop and distribute
     new proprietary products to respond to market needs in a timely manner and
     the Company's ability to continue to protect its proprietary product
     information and technology;


<PAGE>




o    The Company's reliance on a small number of significant customers;

o    Uncertainties relating to the Company's ability to continue to compete
     effectively with other producers of specialty transferable coatings and
     producers of alternative products with greater financial and management
     resources; and

o    Control of the Company by a principal stockholder.

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing  environment.  New risk factors emerge from time to time and it
is not possible for us to predict all such risk  factors,  nor can we assess the
impacts  of all such risk  factors  on our  business  or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any  forward-looking  statements.  Given these risks and
uncertainties,  investors  should not place undue  reliance  on  forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking  statements to reflect events or circumstances that
arise after August 6, 2001 or to reflect the occurrence of anticipated events.

Investors should also be aware that while we do, from time to time,  communicate
with  securities  analysts,  it is against  our policy to  disclose  to them any
material non-public  information or other confidential  commercial  information.
Accordingly,  investors  should not assume that we agree with any  statement  or
report  issued by any analyst  irrespective  of the content of the  statement or
report.  Thus, to the extent that reports issued by securities  analysts contain
any projections, forecasts or opinions, such reports are not our responsibility.




<PAGE>


                                     Part I
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                       JUNE 30, 2001 AND DECEMBER 31, 2000

                                                      June 30      December 31,
                                                        2001           2000
                                                        ----           ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................      $ 1,097,394      $   298,871
Accounts receivable, less
  allowance for doubtful
  accounts of $791,000 and
  $537,000 at June 30, 2001
  and December 31, 2000 respectively .........       10,648,408      10,522,503
Inventories:
  Raw materials ..............................        3,343,601       3,379,534
  Work in process ............................        1,768,385       1,442,497
  Finished goods .............................        5,798,363       6,251,791
                                                    -----------      -----------
                                                     10,910,349      11,073,822
Prepaid expenses and
  other current assets .......................          534,133         313,871
Deferred income taxes ........................        2,677,990       2,806,060
                                                    -----------      -----------
  Total current assets .......................       25,868,274      25,015,127
                                                    -----------      -----------
Property, plant and equipment, net ...........       24,437,226      26,402,365
Other assets .................................        4,580,634       4,983,729
                                                    -----------      -----------
Total assets .................................      $54,886,134    $ 56,401,221
                                                    ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ..............   $  4,541,007    $  3,384,173
Accounts payable ...............................      3,867,250       2,563,536
Accrued environmental liability ................        140,011         140,011
Accrued compensation and benefits ..............      1,370,913       1,240,811
Other accrued expenses and
  current liabilities ..........................      2,648,638       2,746,260
                                                   ------------    ------------
  Total current liabilities ....................     12,567,819      10,074,791
                                                   ------------    ------------
Deferred income taxes ..........................      1,963,346       2,197,160
Long-term debt .................................     18,159,090      21,033,717
                                                   ------------    ------------
  Total liabilities ............................     32,690,255      33,305,668
                                                   ------------    ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
  10,000,000 shares authorized;
  4,433,036 and 4,423,595 shares
  issued at June 30, 2001 and
  December 31, 2000 respectively ...............         44,330          44,236
Class B common stock, $.01 par value,
  750,000 shares authorized;
  512,989 shares issued and outstanding
                                                          5,130           5,130
Additional paid-in capital .....................     11,880,272      11,784,084
Retained earnings ..............................     14,557,773      14,547,001
Accumulated other comprehensive income..........     (2,481,236)     (1,513,407)
                                                   ------------    ------------
                                                     24,006,269      24,867,044
Less 382,431 and 374,746 treasury shares
  of common stock, at cost, at
  June 30, 2001 and December 31, 2000
  respectively .................................     (1,810,390)     (1,771,491)
                                                   ------------    ------------
                                                     22,195,879      23,095,553
                                                   ------------    ------------
  Total liabilities and stockholders' equity ...   $ 54,886,134    $ 56,401,221
                                                   ============    ============


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





                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2001 AND 2000


                           Three Months Ended June 30, Six Months Ended June 30,
                               2001          2000         2001         2000
                               ----          ----         ----         ----
                                  (Unaudited)               (Unaudited)

Net sales ..............   $14,614,129   $17,800,939   $30,923,971   $36,059,374
Cost of goods sold .....     9,539,788    10,633,653    20,087,449    21,415,719
Selling, general and
  administrative
  expenses .............     3,318,462     4,282,520     6,680,484     8,460,828
Research and
  development
  expenses .............       540,042       668,440     1,169,648     1,409,704
Depreciation and
  amortization .........       932,337       775,443     2,004,020     1,622,576
                           -----------   -----------   -----------   -----------
Total operating
  expenses .............    14,330,629    16,360,056    29,941,601    32,908,827
                           -----------   -----------   -----------   -----------

Operating income .......       283,500     1,440,883       982,370     3,150,547

Other expenses:
  Interest .............       408,018       242,644       810,064       537,079
  Miscellaneous ........       113,182       126,306       154,903       295,308
                           -----------   -----------   -----------   -----------
                               521,200       368,950       964,967       832,387
                           -----------   -----------   -----------   -----------
Income (loss) before
  income taxes..........      (237,700)    1,071,933        17,403     2,318,160
Provision (benefit)
  for income taxes......       (90,773)      340,514         6,631       775,829
                           -----------   -----------   -----------   -----------

Net income (loss).......     ($146,927)   $  731,419      $ 10,772   $ 1,542,331
                           ============  ===========   ===========   ===========


Basic earnings (loss)
  per share.............     ($   0.03)   $     0.16       $  0.00   $      0.34


Diluted earnings
  (loss) per share......     ($   0.03)   $     0.15       $  0.00   $      0.33


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



<PAGE>




                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000



                                                      Six Months Ended June 30,
                                                    ----------------------------
                                                         2001          2000
                                                         ----          ----
                                                     (Unaudited)   (Unaudited)
Cash flow from operating activities:
  Net income .....................................   $    10,772    $ 1,542,331
    Adjustments to reconcile net income to
     net cash  provided by operating activities:
       Depreciation and amortization .............     2,004,020      1,622,576
       Deferred income taxes .....................      (259,447)          --
       Changes in assets and liabilities:
         Accounts receivable .....................      (393,439)    (1,911,908)
         Inventories .............................      (787,063)    (2,848,406)
         Other current assets ....................       175,276       (351,968)
         Accounts payable ........................     1,426,351      2,516,831
         Accrued compensation and benefits .......        73,559        387,905
         Accrued expenses and other
          current liabilities ....................       124,103         84,365
                                                     -----------    -----------
Net cash provided by operating activities ........   $ 2,374,132    $ 1,041,726
                                                     -----------    -----------

Cash flows from investing activities:
  Additions to property, plant and equipment .....      (825,960)    (1,138,611)
  Cash paid to acquire business rights ...........          --         (356,206)
                                                     -----------    -----------
                                                     -----------    -----------
Net cash used in investing activities ............      (825,960)    (1,494,817)
                                                     -----------    -----------

Cash flows from financing activities:
  Proceeds from term loans .......................     3,313,003           --
  Repayment of revolver ..........................    (3,570,936)          --
  Proceeds from revolver .........................     2,510,863           --
  Repayments of term loans .......................    (3,016,987)      (710,387)
  Repayment of capital lease .....................        (9,796)      (226,944)
  Repurchase of shares ...........................       (38,899)       (39,784)
  Proceeds from issuance of stock ................        40,289         31,563
                                                     -----------    -----------
Net cash used in financing activities ............      (772,463)      (945,552)
                                                     -----------    -----------

Effect of exchange rate changes
  on cash and cash equivalents ...................        22,814        804,622
                                                     -----------    -----------
Increase (decrease) in cash
 and cash equivalents ............................       798,523       (594,021)

Cash and cash equivalents:
Beginning of period ..............................       298,871      1,908,989
                                                     -----------    -----------
End of period ....................................   $ 1,097,394    $ 1,314,968
                                                     ===========    ===========


Non-cash financing investing activities:
  Issuance of installment note payable
   for acquisition of business rights............    $      --      $ 3,240,000
                                                     ===========    ===========


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


                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (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 consolidated financial position of
the company as of June 30, 2001 and December 31, 2000, the consolidated  results
of  operations  for the three (3) months and six (6) months  ended June 30, 2001
and 2000 respectively, and consolidated statements of cash flows for the six (6)
months ended June 30, 2001 and 2000.

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.  Comprehensive Income

The company's total comprehensive income was as follows:

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                     2001          2000
                                                     ----          ----

Net earnings......................................  $10,772     $1,542,331
Less:  foreign currency translation adjustment.... (967,829)      (602,530)
                                                   --------       --------

Total comprehensive income (loss).................$(957,057)    $  939,801

Note 3.  Earnings Per Share
                              Six Months Ended              Six Months Ended
                               June 30, 2001                 June 30, 2000
                          ------------------------    -------------------------
                                              Per                          Per
                          Income     Shares  Share    Income     Shares   Share
                          ------     ------  -----    ------     ------   -----

Basic Earnings
 Per Share:
Income available
 to Common
 Stockholders...........  $10,772  4,563,143  $.00  $1,542,331  4,572,007  $.34
Effect of Dilutive
 Securities:
  Options exercisable...               1,029                        4,910
  Convertible debt......                                42,000    166,667
Diluted Earnings
 per Share..............  $10,772  4,564,172  $.00  $1,584,331  4,743,584  $.33



<PAGE>



Note 4.  Purchase of Worldwide Holographic Technology Rights

On January 3, 2000,  the company  exercised its option to purchase the worldwide
rights  to the  holographic  technology  of  Applied  Holographics  PLC for $3.6
million.  The  acquisition  of  these  rights  was  financed  by  a  nine-month,
non-interest bearing installment note for $3.2 million issued by the company and
$0.4 million in cash.

Note 5.  Business Segments and International Operations

The company and its subsidiaries operate in a single business segment,  which is
the  formulating  and   manufacturing   of   chemically-complex,   multi-layered
functional  coatings.  The  company  produces  five  primary  types  of  coating
products.  Sales for each of these  products (in  millions) for the three months
ended June 30,  2001 and 2000,  and the six months  ended June 30, 2001 and 2000
are as follows:

                                            Three months        Six months
                                                ended              ended
                                               June 30,           June 30,
                                             ------------      --------------
                                             2001    2000      2001      2000
                                             ----    ----      ----      ----

Holographic Products ...................     $ 1.9   $ 3.7     $ 4.7     $ 6.9
Printed Products .......................       4.5     4.5       9.1       9.4
Pharmaceutical Products ................       2.5     2.4       5.4       4.6
Security Products ......................       2.0     1.7       3.7       3.3
Specialty Pigmented and Other
  Simulated Metal Products .............       3.7     5.5       8.0      11.9
                                             -----   -----     -----     -----
Total ..................................     $14.6   $17.8   $  30.9   $  36.1
                                             =====   =====     =====     =====

The  following is sales by  geographic  area for the three months and six months
ended June 30, 2001 and 2000 and  long-lived  asset  information  as of June 30,
2001 and December 31, 2000:

                                Three months ended             Six months ended
                                     June 30,                     June 30,
                              ----------------------      ----------------------
Net Sales (In Thousands)         2001          2000          2001          2000
                                 ----          ----          ----          ----

United States ..........       $ 7,012       $ 8,545       $14,422       $17,757
Germany ................         3,851         3,960         8,717         8,429
Foreign ................         3,751         5,296         7,785         9,873
                               -------       -------       -------       -------
Total ..................       $14,614       $17,801       $30,924       $36,059
                               =======       =======       =======       =======

Net Fixed Assets (In Thousands)                     06/30/01            12/31/00
                                                    --------            --------
United States ..........................             $15,463             $16,210
Germany ................................               8,864              10,016
Foreign ................................                 110                 176
                                                     -------             -------
Total ..................................             $24,437             $26,402
                                                     =======             =======

Foreign revenue is based on the country in which the customer is domiciled.



<PAGE>


Note 6.  Contingencies

From time to time, the company is subject to legal  proceedings  and claims that
arise in normal course of its business. In the opinion of management, the amount
of ultimate  liability  with  respect to these  actions will not have a material
adverse effect on the company's  consolidated  financial  condition,  results of
operations or cash flows.


            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  holographic
packaging  and   authentication   seals,   furniture   and  building   products,
pharmaceutical  products and transaction  cards (including  credit cards,  debit
cards, ATM cards and access cards) and intaglio printing.

The company's costs of goods sold 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.

                                           Three Months Ended  Six Months Ended
                                                 June 30,         June 30,
                                             --------------      -----------
                                              2001     2000      2001   2000
                                              ----     ----      ----   ----

                                               (Unaudited)       (Unaudited)

Net sales .................................   100.0 %  100.0 %  100.0 %  100.0 %
Cost of goods sold ........................    65.3     59.7     65.0     59.3
Selling, general and administrative .......    22.7     24.1     21.6     23.4
Research and development ..................     3.7      3.8      3.8      3.9
Depreciation and amortization .............     6.4      4.4      6.5      4.6
Operating income ..........................     1.9      8.0      3.2      8.8
Interest expense and other ................     3.6      2.0      3.1      2.3
Income (loss) before taxes ................    (1.6)     6.0      0.1      6.5
Provision (benefit) for income taxes ......    (0.6)     1.9      0.0      2.2
Net income (loss) .........................    (1.0) %   4.1 %    0.0 %    4.3 %


Quarter Ended June 30, 2001 Compared to Quarter Ended June 30, 2000
-------------------------------------------------------------------

Net sales for the quarter ended June 30, 2001,  decreased  17.9 percent to $14.6
million,  down  from  $17.8  million  for  the  quarter  ended  June  30,  2000.
Holographic  products  sales  decreased  49.1  percent to $1.9  million  for the
quarter ended June 30, 2001, compared to $3.7 million for the quarter ended June
30,  2000.  This  decrease  was  primarily  due  one  of the  company's  largest
holographic packaging customers working off excess inventory from last year, and
the quarter ended June 30, 2000 included this customer building up inventory for
a major product launch.  Printed products sales for these periods  decreased 1.5
percent to $4,459,000,  down from $4,527,000,  primarily due to the manufactured
housing market experiencing  negative growth.  Pharmaceutical  product sales for
these  periods  increased  5.1  percent  to $2.5  million,  from  $2.4  million,
primarily due to strong European sales.  Security  products  (magnetic  stripes,
signature  panels and tipping  products for credit cards,  and  intaglio-printed
products) sales increased 22.8 percent to $2.0 million,  from $1.7 million. This
increase was primarily a result of sales of intaglio-printed  birth certificates
for a foreign government.  Sales of simulated metal and other pigmented products
decreased 32.5 percent to $3.7 million for the quarter ended June 30, 2001, down
from $5.5  million for the  quarter  ended June 30,  2000  primarily  due to the
company  de-emphasizing  sales in this product  area and the negative  impact of
weak European currencies in 2001.

Cost of goods sold for the quarter ended June 30, 2001,  decreased  10.3 percent
to $9.5  million,  down from $10.6  million for the quarter ended June 30, 2000.
This  decrease was primarily due to the impact of lower sales volumes due to the
general slowdown in the U.S.  economy.  Cost of goods sold for the quarter ended
June 30, 2001  increased as a percentage of net sales to 65.3  percent,  up from
59.7 percent for the quarter ended June 30, 2000.  This increase was primarily a
result of higher scrap rates at the U.S. and European  production  facilities in
2001.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
2001,  decreased  22.5 percent to $3.3  million,  down from $4.3 million for the
quarter  ended June 30, 2000.  This  decrease was primarily due to the impact of
reductions  in  personnel  announced  in the  third  quarter  of 2000.  Selling,
general,  and  administrative  expenses  for the  quarter  ended  June 30,  2001
decreased as a percentage of net sales to 22.7  percent,  down from 24.1 percent
for the quarter ended June 30, 2000 for similar reasons.

Research and development expenses for the quarter ended June 30, 2001, decreased
19.2  percent to $540,000  from  $668,000  for the quarter  ended June 30, 2000.
Research and development expenses for the quarter ended June 30, 2001, decreased
as a  percentage  of net sales to 3.7  percent  from 3.8 percent for the quarter
ended June 30, 2000. This decrease in expense was primarily due to the impact of
reductions in personnel announced in the third quarter of 2000.

Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2001,
increased  20.2 percent to $932,000 from $775,000 for the quarter ended June 30,
2000.  This increase was  primarily a result of expanding  the company's  German
manufacturing  facility and adding  machinery  and  equipment  in the  company's
Chicago Heights location during the second half of fiscal 2000. Depreciation and
amortization  expenses  for the  quarter  ended June 30,  2001,  increased  as a
percentage  of net sales to 6.4 percent  from 4.4 percent for the quarter  ended
June 30, 2000 for similar reasons.

Operating income for the quarter ended June 30, 2001,  decreased 80.3 percent to
$0.3 million,  down from $1.4 million for the quarter  ended June 30, 2000.  The
decrease in operating  income is  primarily a result of the above  explanations.
Operating income for the quarter ended June 30, 2001,  decreased as a percentage
of net sales to 1.9  percent,  down from 8.0 percent for the quarter  ended June
30, 2000. This decrease is a result of the above explanations.

Interest  expense  and other  expenses  for the  quarter  ended  June 30,  2001,
increased 41.3 percent to $521,000, from $369,000 for the quarter ended June 30,
2000.  This  increase  primarily  resulted  from  additional  borrowings  on the
company's lines of credit to fund operations.

Net income  decreased  120.1  percent to a loss of $147,000 in the quarter ended
June 30,  2001,  from a net income of $731,000  for the  quarter  ended June 30,
2000.  This decrease in net income is primarily due to the decrease in operating
income explained previously.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
-------------------------------------------------------------------------

Net sales for the six months  ended June 30,  2001,  decreased  14.2  percent to
$30.9  million,  down from $36.1 million for the six months ended June 30, 2000.
Holographic  product  sales  decreased  31.6 percent to $4.7 million for the six
months  ended June 30,  2001,  compared to $6.9 million for the six months ended
June 30, 2000.  This  decrease was due to the  weakening of the U.S.  economy in
2001, a major customer's  inventory  overstock  position at the end of 2000, and
also that the June 30,  2000  results  included  the impact of a large  customer
building  inventory levels for a major product launch,  which was not duplicated
this year. Printed product sales for these periods decreased 3.1 percent to $9.1
million,  from $9.4  million,  primarily  due to the  continued  softness in the
manufactured  housing industry.  Pharmaceutical  product sales for these periods
increased 17.0 percent to $5.4 million,  up from $4.6 million.  These  increases
are  primarily  the  result of  increased  sales in  Europe.  Security  products
(magnetic  stripe,  signature  panels and tipping products for credit cards, and
intaglio-printed products) sales increased 13.2 percent to $3.7 million, up from
$3.3  million in the first half of 2000.  This  increase  was  primarily  due to
intaglio-printed birth certificates for a foreign government. Sales of simulated
metal and other  pigmented  products  decreased 32.7 percent to $8.0 million for
the six months ended June 30, 2001,  from $11.9  million in the first six months
of  2000.  This  decrease  is  primarily  due to the  impact  of  weak  European
currencies in 2001 and the company de-emphasizing sales in this area.

Cost of goods sold for the six months ended June 30, 2001, decreased 6.2 percent
to $20.1 million from $21.4 million for the six months ended June 30, 2000. This
decrease was  primarily  due to lower sales volume,  higher  material  costs and
scrap rates in the U.S. and Europe.  Cost of goods sold for the six months ended
June 30, 2001,  increased as a percent of net sales to 65.0  percent,  from 59.3
percent for the six months ended June 30, 2000.  This increase in percentage was
primarily due to the reasons described above.

Selling,  general, and administrative expenses for the six months ended June 30,
2001,  decreased  21.0  percent to $6.7  million  from $8.5  million for the six
months ended June 30, 2000. This decrease was primarily due to the impact of the
personnel  reductions,  and cost cutting  initiatives that were announced in the
third quarter of 2000. Selling, general, and administrative expenses for the six
months ended June 30, 2001, decreased as a percent of net sales to 21.6 percent,
from 23.4  percent  for the six months  ended June 30,  2000.  This  decrease in
percentage was primarily due to the reasons described above.

Research  and  development  expenses  for the six months  ended  June 30,  2001,
decreased  17.0  percent to $1.2  million  from $1.4  million for the six months
ended June 30, 2000  primarily due to the impact of personnel  reductions  which
were announced in the third quarter of 2000.  Research and  development  expense
for the six months ended June 30, 2001,  decreased as a percentage of net sales,
to 3.8 percent  from 3.9 percent for the six months  ended June 30,  2000.  This
decrease as a percentage of net sales was due to the reasons described above.

Depreciation and  amortization  expenses for the six months ended June 30, 2001,
increased  23.5  percent to $2.0  million  from $1.7  million for the six months
ended June 30, 2000,  primarily due to investment  in  manufacturing  equipment.
Depreciation  and  amortization  expense for the six months ended June 30, 2001,
increased as a percentage of net sales,  to 6.5 percent from 4.6 percent for the
six months ended June 30, 2000.

Operating income for the six months ended June 30, 2001,  decreased 68.8 percent
to $1.0 million,  down from $3.1 million for the six months ended June 30, 2000.
The  decrease in  operating  income is  primarily  due to lower sales volume and
higher  material costs in 2001.  Operating  income for the six months ended June
30, 2001  decreased as a percentage of net sales to 3.2 percent from 8.8 percent
for the six months ended June 30, 2000.  This  decrease is primarily  due to the
reasons described above.

Interest and other  expenses  for the six months ended June 30, 2001,  increased
15.9 percent to $965,000,  down from  $832,000 for the six months ended June 30,
2000.  This  increase was  primarily  related to  additional  borrowings to fund
operations, which was offset by a decrease in non-operating expenses in Europe.

Income taxes for the six months ended June 30, 2001,  decreased  99.1 percent to
$7,000,  down from $776,000 for the six months ended June 30, 2000. The decrease
in income taxes were  primarily  caused by the decrease in taxable income due to
the reasons described above.

Net income for the six months  ended June 30,  2001,  decreased  99.3 percent to
$11,000,  down from $1.5 million for the six months  ended June 30,  2000.  This
decrease in net income is primarily due to the reasons described above.

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

Working  capital,  consisting  predominately  of  inventories  and  receivables,
decreased  from $14.9 million at December 31, 2000, to $13.3 million at June 30,
2001. This decrease was primarily due to an increase in short-term borrowings of
$1.2  million  related to  funding  operations,  and an  increase  in  operating
liabilities of $1.3 million, which offset increases (decreases) in the company's
inventory  and  accounts   receivable  of  ($0.2)   million  and  $0.1  million,
respectively as of those dates.

During  the first six  months of 2001,  the  company  made $1.1  million  in net
payments on the revolving credit agreement maintained with the company's primary
bank. This  agreement,  which expires April 1, 2003, is secured by the company's
assets,  and provides for  borrowings up to $5.5 million.  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.

Recent Accounting Pronouncements
--------------------------------

In June 2001 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial Accounting Standards No. 142 (SFAS 142) "Goodwill and Other Intangible
Assets".  The statement  addresses  accounting  and reporting for (i) intangible
assets at acquisition and (ii) for intangible assets and goodwill  subsequent to
their acquisition. As it relates to the Company's goodwill and intangible assets
in existence at June 30, 2001, the statement  requires that management  reassess
the  useful  lives and  amortization  period of such  assets.  For those with an
indefinite  useful life,  periodic  amortization  is to be  discontinued  and an
annual  impairment test,  beginning  January 1, 2002, is to be established.  The
Company's  Management does not feel as if this  pronouncement will have material
impact on its  statement of financial  condition or cash flows at the  effective
date and is currently  assessing the impact that the  pronouncement  may have on
its results of operations in fiscal 2002 and thereafter.


<PAGE>




       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, 2001, and
December  31,  2000,  based upon market  prices for the same or similar  type of
financial instrument.

<PAGE>






                                     PART II

                                OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders

     The following  summarizes  the votes of the Annual Meeting of the company's
stockholders held on April 20, 2001:

Matter                                                For               Withheld
------                                                ---               --------
Election of Directors:
----------------------
Roger F. Hruby ...........................          3,639,941            259,767
William G. Brown .........................          3,897,241              2,467
Robert B. Covalt .........................          3,897,241              2,467
Richard L. Garthwaite ....................          3,896,941              2,767
Dennis W. Lakomy .........................          3,892,041              7,667
Richard Pierce ...........................          3,896,954              2,754
David D. Wesselink .......................          3,897,241              2,467


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

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

     10.1(a)  Amended and Restated Loan and Security Agreement dated
              May 17, 2001 between the Company and LaSalle Bank National
              Association, and related documents.

     10.1(b)  Amendment to Reimbursement Agreement dated May 17, 2001
              between the CFC Europe GmbH (f/k/a Sesvenna 20.
              Vermogensverwaltungs GmbH), and LaSalle Bank National Association,
              and related documents.

     99.1     Stock Repurchase Agreement dated as of June 25, 2001, between
              Royce & Associates, Inc. and the Company.

(b)  Report on Form 8-K

     Change in principal shareholders report was filed July 24, 2001.






<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 6, 2001.


                              CFC INTERNATIONAL, INC.



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





                              Jeffrey E. Norby
                              Vice President, Controller
                              (Principal Accounting Officer)