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, 2004

        ----    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



Indicated  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  (   )

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.

                YES  (   )                                  NO  ( X )

As of July 26, 2004, the Registrant had issued and outstanding  3,880,260 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, 2004
      and December 31, 2003...... ...........................      5

    Consolidated Statements of Income for the
      three (3) months and for the six (6) months
      ended June 30, 2004 and June 30, 2003..................      6

    Consolidated Statements of Cash Flows for the
      six (6) months ended June 30, 2004 and June 30, 2003...      7

    Notes to Consolidated Financial Statements...............   8-11

  Item 2 - Management's Discussion and Analysis of
    Financial Condition and Results of Operations............  12-17

  Item 3 - Quantitative and Qualitative Disclosures
    About Market Risk........................................     18

  Item 4 - Controls and Procedures...........................     18

Part II - Other Information:

  Item 4 - Submission of Matters to a Vote of
    Security Holders.........................................     19
  Item 6 - Exhibits and Reports on Form 8-K..................     19

  Signatures.................................................     20




<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    The effect of the continuing unfavorable economic conditions on market
     growth trends in general and the impact on the Company's customers, the
     demand for the Company's products and services, and the Company's ordinary
     sources of supply, in particular;

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 the costs and availability of raw materials and the Company's
     ability to adjust selling prices to reflect those changes;

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 ability to continue to successfully identify and implement
     productivity improvements and cost reduction initiatives;

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;

o    Control of the Company by a principal stockholder; and

o    The effects of terrorism and armed conflicts on the Company's operations,
     demands for products and sources of supply.

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 July 26, 2004 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, 2004 AND DECEMBER 31, 2003

                                                    June 30,       December 31,
                                                      2004             2003
                                                      ----             ----
                                                   (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ..................       $ 7,161,467      $ 5,672,647
Accounts receivable, less
  allowance for doubtful
  accounts and customer
  credits of $1,537,000 (2004)
  and $1,767,000 (2003) ....................        11,737,485        9,821,047
Inventories:
  Raw materials ............................         3,318,686        4,488,351
  Work in process ..........................         2,251,069        1,858,727
  Finished goods ...........................         7,931,656        6,703,633
                                                   -----------      ------------
                                                    13,501,411       13,050,711
Prepaid expenses and
  other current assets......................         1,156,223          856,153
Deferred income tax assets..................           977,294          915,493
                                                   -----------      ------------
  Total current assets .....................        34,533,880       30,316,051
                                                   -----------      ------------
Property, plant and
  equipment, net ...........................        27,692,396       28,116,892
Deferred income tax assets .................         3,204,130        3,280,891
Intangible assets, net .....................         3,554,164        3,695,899
Other assets ...............................            92,774          105,078
Fair value of interest
  rate swap ................................            48,639               --
                                                   -----------      ------------
  Total assets .............................       $69,125,983      $65,514,811
                                                   ===========      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt...........      $ 10,880,006      $ 9,716,066
Accounts payable............................         4,176,646        4,769,539
Accrued compensation and benefits...........         2,426,487        1,032,115
Accrued expenses and other current
  liabilities...............................         4,434,573        4,273,938
                                                   -----------      ------------
  Total current liabilities.................        21,917,712       19,791,658
                                                   -----------      ------------
Deferred income tax liabilities.............         2,680,247        2,680,247
Fair value of interest rate swap............                 -           47,783
Long-term debt, net of current portion......        14,976,234       15,066,109
                                                   -----------      ------------
  Total liabilities.........................        39,574,193       37,585,797
                                                   -----------      ------------
COMMITMENTS AND CONTINGENCIES...............

STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value
  $.01 per share, 750 shares authorized,
  no shares issued and outstanding..........                -                 -
Common stock, $.01 par value, 10,000,000
  shares authorized; shares issued and
  outstanding of 4,446,127
  (2004 and 2003, respectively) ............           44,462            44,462
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..................       12,167,569        12,167,569
Retained earnings...........................       18,236,738        16,589,249
Accumulated other comprehensive income......        1,756,294         1,781,007
                                                   -----------      ------------
                                                   32,210,193        30,587,417
Less - 565,867 treasury shares of
  common stock, at cost ....................       (2,658,403)       (2,658,403)
                                                   -----------      ------------
                                                   29,551,790        27,929,014
                                                   -----------      ------------
  Total liabilities and stockholders'
    equity..................................     $ 69,125,983      $ 65,514,811
                                                 =============     =============

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


<PAGE>






                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2004 AND 2003


                           Three Months Ended June 30, Six Months Ended June 30,
                           --------------------------- -------------------------
                                 2004         2003         2004         2003
                                 ----         ----         ----         ----
                                    (Unaudited)               (Unaudited)

Net sales .................. $19,355,179  $16,689,920  $40,179,476  $32,399,767
                             -----------  -----------  -----------  ------------
Cost of goods sold
  (excluding depreciation
  and amortization shown
  below ....................  13,062,489   10,966,879   26,086,684   21,146,819
Selling, general and
  administrative expenses ..   3,653,451    3,513,301    7,548,606    6,821,504
Research and development
  expenses..................     788,846      554,787    1,396,962    1,083,968
Depreciation and
  amortization .............   1,016,467    1,084,259    2,355,148    2,162,553
                             -----------  -----------  -----------  ------------
Total operating expenses ...  18,521,253   16,119,226   37,387,400   31,214,844
                             -----------  -----------  -----------  ------------

Operating income ...........     833,926      570,694    2,792,076    1,184,923

Other (income) expenses:
  Interest expense .........     287,801      241,758      586,392      508,749
  Interest income ..........          --         (355)          --         (355)
  Rental (income), net .....     (40,370)      (7,320)     (68,382)     (14,640)
  Interest rate swap valuation
    (benefit) provision ....    (162,884)     178,081      (96,422)     178,081
                             -----------  -----------  -----------  ------------
Total other expenses, net...      84,547      412,164      421,588      671,835
                             -----------  -----------  -----------  ------------
Income before income taxes..     749,379      158,530    2,370,488      513,088
Provision for income taxes..     228,561       48,370      722,999      156,510
                             -----------  -----------  -----------  ------------

Net income ................. $   520,818  $   110,160  $ 1,647,489  $   356,578
                             ===========  ===========  ===========  ============


Basic earnings per share.... $      0.12  $      0.03  $      0.38  $      0.08

Diluted earnings per share.. $      0.12  $      0.03  $      0.37  $      0.08


        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, 2004 AND 2003



                                                     Six Months Ended June 30,
                                                    ----------------------------
                                                        2004             2003
                                                        ----             ----
                                                     (Unaudited)    (Unaudited)
Cash flow from operating activities:
  Net income ...................................    $ 1,647,489     $   356,578
    Adjustments to reconcile net
      income to net cash  provided
      by operating activities:
       Depreciation and amortization ...........      2,390,275       2,425,548
       Value of derivative .....................        (96,422)        178,081
        Deferred income taxes ..................       (203,063)        329,006
       Changes in assets and liabilities:
        Accounts receivable ....................     (2,080,827)     (1,796,133)
        Inventories ............................       (620,480)        653,856
        Prepaid and other current assets .......       (298,020)       (594,583)
        Other current assets ...................         12,304          32,329
        Accounts payable .......................       (555,870)         17,362
        Accrued compensation and benefits ......      1,457,098        (438,030)
        Accrued expenses and
         other current liabilities .............        157,883         582,998
                                                    -----------     -----------
Net cash provided by operating activities ......    $ 1,810,367     $ 1,747,012
                                                    -----------     -----------

Cash flows from investing activities:
  Additions to property, plant and equipment ...     (2,197,151)     (1,705,510)
                                                    -----------     -----------
Net cash used in investing activities ..........     (2,197,151)     (1,705,510)
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from term loans .....................      3,713,317         122,545
  Repayment of revolver ........................     (1,043,940)        (66,305)
  Proceeds from revolver .......................      2,536,537         879,962
  Repayments of long-term debt .................     (3,765,549)       (737,322)
  Proceeds from issuance of stock ..............           --            27,146
                                                    -----------     -----------
Net cash provided by financing activities ......      1,440,365         226,026
                                                    -----------     -----------
Effect of exchange rate changes on cash
  and cash equivalents .........................        435,239         (43,010)
                                                    -----------     -----------
Increase in cash and cash equivalents ..........      1,488,820         224,518

Cash and cash equivalents:
Beginning of period ............................      5,672,647       5,990,077
                                                    -----------     -----------
End of period ..................................    $ 7,161,467     $ 6,214,595
                                                    ===========     ===========



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


<PAGE>



                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003
                                   (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
CFC International,  Inc. (the Company), and its wholly-owned subsidiaries, as of
June 30, 2004  (unaudited)  and December 31, 2003  (audited),  the  consolidated
results of operations for the three (3) months and six (6) months ended June 30,
2004 and 2003  (unaudited)  respectively,  and  consolidated  statements of cash
flows for the six (6) months ended June 30, 2004 and 2003 (unaudited).

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.  These  reclassifications had no effect on the previously reported
amounts of income before income taxes or net income.

Note 2.  Earnings Per Share

                                           Three Months Ended
                           -----------------------------------------------------
                                 June 30, 2004               June 30, 2003
                           ------------------------    -------------------------
                                                Per                         Per
                            Income    Shares   Share    Income    Shares   Share
                            ------    ------   -----    ------    ------   -----
Basic Earnings Per Share:
Income available to
 Common Stockholders.....  $520,818  4,393,249  $.12   $110,160  4,390,497  $.03
Effect of Dilutive
 Securities:
  Options exercisable....               49,172                      13,837
  Convertible debt.......    10,425     71,427           12,000     95,237
                           --------  ---------  ----   --------  ---------  ----
Diluted Earnings
 per Share...............  $531,243  4,513,848  $.12   $122,160  4,499,571  $.03
                           ========  =========  ====   ========  ========= =====

                                            Six Months Ended
                           -----------------------------------------------------
                                 June 30, 2004               June 30, 2003
                           ------------------------    -------------------------
                                                Per                         Per
                            Income    Shares   Share    Income    Shares   Share
                            ------    ------   -----    ------    ------   -----
Basic Earnings Per Share:
Income available to
 Common Stockholders.... $1,647,489  4,393,249 $.38    $356,578  4,388,834  $.08
Effect of Dilutive
 Securities:
  Options exercisable...                39,220                      10,005
  Convertible debt......     20,850     71,427 $(.01)    24,000     95,237
                           --------  ---------  ----   --------  ---------  ----
Diluted Earnings
  per Share............. $1,668,339  4,503,896  $.37   $380,578  4,494,076  $.08
                           ========  =========  ====   ========  ========= =====



<PAGE>






Note 3.  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,  2004 and 2003,  and the six months  ended June 30, 2004 and 2003
are as follows:

                                Three Months Ended         Six Months Ended
                                      June 30,                 June 30,
                              ------------------------ -------------------------
                               2004    %    2003   %    2004     %   2003     %
                               ----    -    ----   -    ----     -   ----     -

Holographic Products ........ $ 4.5  23.1  $ 4.9  29.2  $ 8.6  21.4  $ 8.1  24.8
Printed Products ............   6.1  31.5    4.5  26.7   13.9  34.6    9.3  28.7
Pharmaceutical Products .....   2.6  13.5    2.9  17.5    5.8  14.3    5.9  18.3
Security Products ...........   3.3  17.0    1.4   8.7    5.5  13.7    3.2   9.9
Specialty Pigmented and Other
   Simulated Metal Products..   2.9  14.9    3.0  17.9    6.4  16.0    5.9  18.3
                              -----  ----  -----  ----  -----  ----  -----  ----
 Total ...................... $19.4 100.0  $16.7 100.0  $40.2 100.0  $32.4 100.0
                              ===== =====  ===== =====  ===== =====  ===== =====

The  following is sales by  geographic  area for the three months and six months
ended June 30, 2004 and 2003 and  long-lived  asset  information  as of June 30,
2004 and December 31, 2003:

                                 Three months ended         Six months ended
                                      June 30,                   June 30,
                               ---------------------       ---------------------
Net Sales (In Thousands)         2004          2003         2004          2003
                                 ----          ----         ----          ----
United States ..........       $ 9,991       $ 7,416       $20,846       $14,697
Europe .................         6,194         5,923        13,045        12,171
Other Foreign ..........         3,170         3,351         6,288         5,532
                               -------       -------       -------       -------
Total ..................       $19,355       $16,690       $40,179       $32,400
                               =======       =======       =======       =======

                                                     June 30,       December 31,
Long Lived Assets (In Thousands)                       2004            2003
                                                       ----            ----
United States ..........................             $19,020          $18,490
Europe .................................              12,319           13,428
                                                     -------          -------
Total ..................................             $31,339          $31,918
                                                     =======          =======

Europe and other foreign  revenue are based on the country in which the customer
is domiciled.



<PAGE>






Note 4.  Comprehensive Income

The Company's total comprehensive income was as follows:

                               Three Months Ended       Six Months Ended
                                     June 30,                June 30,
                               ------------------   ------------------------
                                  2004     2003         2004         2003
                                  ----     ----         ----         ----
Net earnings.................  $520,818  $110,160    $1,647,489  $  356,578
(Less) plus:  foreign
  currency translation
  adjustment.................    (5,305)  523,202       (24,713)    730,405
                               --------- --------    ----------- -----------
Total comprehensive income...  $515,513  $633,362    $1,622,776  $1,086,983
                               ========= ========    ==========  ==========

Note 5.  Contingencies and Commitments

From time to time, the Company is subject to legal proceedings and claims, which
arise, in the 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.

The Company has no material  commitments  to purchase  capital assets as of June
30, 2004.

Note 6.  Derivative Instruments

On April 4, 2003, the Company  executed two interest rate swap agreements to fix
the interest  rates on the Company's U.S. term loans.  The Company  entered into
these  agreements  to reduce the risk of adverse  changes in  variable  interest
rates. The notional  amounts were $4,606,324  (with a fixed rate of 4.43%),  and
$2,303,840  (with a fixed rate of 4.82%) on April 4, 2003.  The swap  agreements
terminate  on January 31,  2008.  Changes in the fair value of  derivatives  are
recorded  each  period  in  current  earnings  or  other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and, if it is, the type of hedge  transaction.  These derivatives do not qualify
for hedge accounting and accordingly,  the Company has recorded these derivative
instruments  and the associated  assets or liabilities at their fair values with
the  related  gains  or  losses  recorded  as other  income  or  expense  in the
consolidated statements of income.


<PAGE>






Note 7.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company  would have  reported the  following pro forma amounts for the three and
six months ended June 30, 2004 and June 30, 2003:

                               Three Months Ended       Six Months Ended
                              -------------------   ------------------------
                              June 30,   June 30,     June 30,     June 30,
                               2004       2003          2004        2003
                               ----       ----          ----        ----

Net income as reported.....  $520,818   $110,160    $1,647,489   $ 356,578
Pro forma adjustment -
 additional compensation
 expense had SFAS No. 123
 been adopted, net of tax..   (16,296)   (12,860)      (32,591)    (27,805)
                             ---------  ---------   -----------  ----------
Pro forma net income.......  $504,522   $ 97,300    $1,614,898   $ 328,773
                             =========  =========   ===========  ==========

Diluted earnings per
  share as reported........  $0.12      $0.03       $0.37        $0.08
Pro forma effect of
  compensation expense.....   0.00       0.00        0.00         0.00
                             ---------  ---------   -----------  ----------
Pro forma diluted
 earnings per share........  $0.12      $0.03       $0.37        $0.08
                             =========  =========   ===========  ==========

Note 8.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards (NOLs) totaling 7.2 million Euros through June 30, 2004. These NOLs are
being carried  forward to offset future taxable  income in Germany.  The Company
has recorded  cumulative deferred tax assets of $3.2 million as of June 30, 2004
relating to the benefit of these NOLs.  At present  time the unused NOLs have no
expiration date. Although  realization of the deferred tax asset is not assured,
the  Company  has  concluded  that it is more likely than not that the tax asset
will be realized, and accordingly no valuation allowance has been provided. This
is principally  based upon a prudent and feasible business strategy which shifts
production to the Company's plant in Germany and also after considering benefits
realized from cost  reduction  measures the Company has already taken  including
closing  the  UK  finishing  operations  and  warehouse  and  reducing  employee
headcount.  If the  Company  concludes  that as a result of  actions  planned or
taken,  that the  operating  results in Germany  can not  achieve  and  maintain
profitability,  or if there are changes to the Germany tax law,  the Company may
need to adjust the value of the  Company's  deferred  tax assets  resulting in a
reduction to income in the period in which such determination is made.


<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 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  cost of goods sold  reflects all direct  product costs and direct
labor, quality control, shipping and receiving, maintenance, process engineering
and plant management. Selling, general and administrative expenses are primarily
composed of sales representatives' salaries and related expenses, commissions to
sales representatives, advertising costs, management compensation, and corporate
audit and legal expense.  Research and development  expenses include salaries of
technical personnel and experimental materials.

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

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

                                           Three Months Ended  Six Months Ended
                                               June 30,           June 30,
                                           ------------------  ----------------
                                              2004     2003      2004    2003
                                              ----     ----      ----    ----
                                              (Unaudited)         (Unaudited)

Net sales ................................   100.0%   100.0%    100.0%  100.0%
                                             ------   ------    ------  ------
Cost of goods sold (excluding
 depreciation and
 amortization shown below) ...............    67.5     65.7      64.9    65.3
Selling, general and administrative ......    18.9     21.1      18.8    21.0
Research and development .................     4.1      3.3       3.5     3.3
Depreciation and amortization ............     5.2      6.5       5.9     6.7
                                             ------   ------    ------  ------
Total operating expenses .................    95.7     96.6      93.1    96.3
                                             ------   ------    ------  ------
Operating income .........................     4.3      3.4       6.9     3.7
Interest expense .........................     1.5      1.4       1.5     1.6
Rental (income), net .....................    (0.3)      --      (0.2)     --
Interest rate swap valuation
  (benefit) provision.....................    (0.8)     1.1      (0.3)    0.5
                                             ------   ------    ------  ------
Income before taxes ......................     3.9      0.9       5.9     1.6
Provision for income taxes ...............     1.2      0.3       1.8     0.5
                                             ------   ------    ------  ------
Net income ...............................     2.7%     0.6%      4.1%    1.1%
                                             ======   ======    ======  ======

<PAGE>






Quarter Ended June 30, 2004 Compared to Quarter Ended June 30, 2003
-------------------------------------------------------------------

Net sales for the quarter ended June 30, 2004,  increased  16.0 percent to $19.4
million,  up from $16.7  million for the quarter  ended June 30, 2003.  The Euro
appreciated in value 6.5 percent  compared to the U.S.  dollar,  and as a result
sales increased  approximately  $300,000 in the second quarter of 2004, compared
to the second quarter of 2003.  Holographic products sales decreased 8.4 percent
to $4.5 million for the quarter  ended June 30,  2004,  compared to $4.9 million
for the quarter  ended June 30, 2003.  This decrease was primarily due to softer
sales in domestic  packaging in the second  quarter of 2004,  as compared to the
second  quarter of 2003 when the Company  experienced  a higher volume of orders
received  during the first and  second  quarter  of 2003,  than is typical  from
year-to-year  for this period.  Printed  products sales in the second quarter of
2004 increased 37.0 percent to $6.1 million, up from $4.5 million for the second
quarter of 2003,  primarily due to an increase in market share domestically as a
result of a major competitor withdrawing from the market. Pharmaceutical product
sales for these  periods  decreased  11.0  percent  to $2.6  million,  from $2.9
million,  primarily  due to soft domestic  sales.  Security  products  (magnetic
stripes,   signature   panels   and   tipping   products   for   credit   cards,
intaglio-printed  products and gift cards) sales increased 127.4 percent to $3.3
million,  from $1.4 million. This increase was primarily a result of an increase
in the gift card  ordering  pattern  earlier in the year,  and  higher  sales of
intaglio-printed  documents  in 2004,  as compared to 2003.  Sales of  simulated
metal and other pigmented products decreased 3.5 percent to $2.9 million for the
quarter  ended June 30, 2004,  down from $3.0 million for the quarter ended June
30, 2003 primarily due to soft domestic sales partially offset by currency gains
in Europe.

Cost of goods sold for the quarter ended June 30, 2004,  increased  19.1 percent
to $13.1  million,  up from $11.0  million for the quarter  ended June 30, 2003.
This  increase  was  primarily  due to the impact of higher  sales as  discussed
above.  Cost of goods sold for the quarter  ended June 30, 2004,  increased as a
percentage of net sales to 67.5 percent, from 65.7 percent for the quarter ended
June 30, 2003, primarily due to higher material costs.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
2004,  increased  4.0  percent to $3.7  million,  up from $3.5  million  for the
quarter ended June 30, 2003.  This increase was primarily due to the strength of
the Euro against the U.S.  dollar,  and  additional  hiring costs and relocation
expenses.  Selling,  general, and administrative  expenses for the quarter ended
June 30, 2004, decreased as a percentage of net sales to 18.9 percent, down from
21.1 percent for the quarter ended June 30, 2003, due to higher sales.

Research and development expenses for the quarter ended June 30, 2004, increased
42.2  percent to $789,000  from  $555,000  for the quarter  ended June 30, 2003.
Research and development expenses for the quarter ended June 30, 2004, increased
as a percentage  of net sales to 4.1  percent,  from 3.3 percent for the quarter
ended June 30, 2003.  This  increase in expense was primarily due to an increase
in compensation.



<PAGE>






Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2004,
decreased 6.3 percent to $1,016,000  from  $1,084,000 for the quarter ended June
30, 2003.  This decrease was  primarily  due to assets being fully  depreciated.
Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2004,
decreased as a  percentage  of net sales to 5.3 percent from 6.5 percent for the
quarter ended June 30, 2003 primarily due to higher sales.

Operating income for the quarter ended June 30, 2004,  increased 46.1 percent to
$834,000,  up from $571,000 for the quarter ended June 30, 2003. The increase in
operating  income is primarily a result of the reasons  noted  above.  Operating
income for the quarter  ended June 30, 2004,  increased  as a percentage  of net
sales to 4.3 percent,  up from 3.4 percent for the quarter  ended June 30, 2003.
This increase is a result of the reasons noted above.

Interest expense for the quarter ended June 30, 2004,  increased 19.0 percent to
$288,000,  from  $242,000  for the quarter  ended June 30, 2003.  This  increase
primarily was due to the Company's  increased  borrowing to finance the purchase
of the land and building  bordering its Chicago Heights property,  and borrowing
to finance two Regenerative  Thermal  Oxidizers  (RTO's),  installed in December
2003.

Interest income for the quarter ended June 30, 2004, decreased to zero from $400
for the quarter  ended June 30, 2003.  This  decrease was  primarily  related to
interest received on an income tax refund in June 2003.

Rental (income),  net for the quarter ended June 30, 2004,  increased to $53,000
from $7,000 for the quarter ended June 30, 2003.  This increase in rental income
is primarily due to the rent being paid on the newly  acquired land and building
bordering the Company's  Chicago Heights  facility,  by the former owner as they
phase out of the property.

Interest rate swap valuation  (benefit) provision for the quarter ended June 30,
2004,  increased  to a benefit of $163,000  from a provision  of $178,000 in the
quarter ended June 30, 2003. This increase  represents  positive value of a swap
agreement  entered  into by the  Company  in  April  2003.  It is the  Company's
intention  to utilize  this swap  until its  maturity.  This will  result in the
Company reversing this provision as principal  payments are made.  Interest rate
swap  valuation  provision for the quarter  ended June 30, 2004,  increased as a
percentage  of sales to a  benefit  of (0.8)  percent  from a  provision  of 1.1
percent for the quarter  ended June 30, 2003.  This  decrease is a result of the
reasons noted above.

Income taxes for the quarter  ended June 30, 2004,  increased  372.5  percent to
$229,000,  up from $48,000 for the quarter ended June 30, 2003.  The increase in
income taxes were primarily  caused by the increase in taxable income due to the
reasons described above.

Net income  increased  372.8  percent to $521,000 in the quarter  ended June 30,
2004,  from $110,000 for the quarter  ended June 30, 2003.  This increase in net
income is primarily due to the increase in taxable income noted previously.


<PAGE>



Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003
-------------------------------------------------------------------------

Net sales for the six months  ended June 30,  2004,  increased  24.0  percent to
$40.2 million, up from $32.4 million for the six months ended June 30, 2003. The
Euro  appreciated in value 11.0 percent  compared to the U.S.  dollar,  and as a
result  sales  increased  approximately  $1.2 million in the first half of 2004.
Holographic  product  sales  increased  6.9 percent to $8.6  million for the six
months  ended June 30,  2004,  compared to $8.1 million for the six months ended
June 30, 2003.  This  increase was due to increased  domestic  sales of security
labels and packaging  sales.  Printed product sales for these periods  increased
49.3  percent  to $13.9  million,  up from  $9.3  million,  primarily  due to an
increase  in  market  share  domestically  as a  result  of a  major  competitor
withdrawing  from the market.  Pharmaceutical  product  sales for these  periods
decreased 2.7 percent to $5.8 million,  down from $5.9 million. This decrease is
primarily the result of soft domestic sales. Security products (magnetic stripe,
signature  panels  and  tipping  products  for  credit  cards,  intaglio-printed
products and gift cards) sales  increased 71.3 percent to $5.5 million,  up from
$3.2 million in the first half of 2003.  This  increase was  primarily due to an
earlier  start of gift card  volumes and an increase  in market  penetration  of
signature  panel  and  magnetic  stripe.  Sales of  simulated  metal  and  other
pigmented  products  increased  8.5  percent to $6.4  million for the six months
ended June 30,  2004,  from $5.9  million in the first six months of 2003.  This
increase is primarily due to the strength of the Euro.

Cost of goods  sold for the six  months  ended  June 30,  2004,  increased  23.4
percent to $26.1  million,  up from $21.1  million for the six months ended June
30, 2003.  This  increase was  primarily  due to higher sales and the  resultant
higher  costs of sales.  Cost of goods  sold for the six  months  ended June 30,
2004, decreased as a percent of net sales to 64.9 percent, from 65.3 percent for
the six months ended June 30, 2003.  This decrease in  percentage  was primarily
due to more efficient  direct labor and direct costs partially  offset by higher
material costs.

Selling,  general, and administrative expenses for the six months ended June 30,
2004,  increased 10.7 percent to $7.5 million,  up from $6.8 million for the six
months ended June 30, 2003.  This  increase was primarily due to the strength of
the Euro against the U.S.  dollar,  plus hiring costs and  relocation  expenses.
Selling,  general, and administrative expenses for the six months ended June 30,
2004,  decreased  as a  percent  of net  sales to 18.8  percent,  down from 21.1
percent for the six months ended June 30, 2003.  This decrease in percentage was
primarily due to higher sales.

Research  and  development  expenses  for the six months  ended  June 30,  2004,
increased 28.9 percent to $1.4 million,  up from $1.1 million for the six months
ended June 30, 2003,  primarily due to the impact of an increase of resources in
the holographic lab.  Research and development  expense for the six months ended
June 30, 2004,  increased as a percentage of net sales, to 3.5 percent,  up from
3.3  percent  for the six  months  ended  June  30,  2003.  This  increase  as a
percentage of net sales was due to the reasons noted above.


<PAGE>






Depreciation and  amortization  expenses for the six months ended June 30, 2004,
increased 8.9 percent to $2.4  million,  up from $2.2 million for the six months
ended June 30, 2003,  primarily  due to  depreciation  on newly  acquired  fixed
assets.  Depreciation and amortization expense for the six months ended June 30,
2004,  decreased as a percentage  of net sales,  to 5.9 percent from 6.7 percent
for the six  months  ended June 30,  2003,  primarily  due to the  higher  sales
volume.

Operating income for the six months ended June 30, 2004, increased 135.6 percent
to $2.8  million,  up from $1.2  million for the six months ended June 30, 2003.
The increase in operating  income is primarily  due to the reasons  noted above.
Operating  income  for the six  months  ended  June  30,  2004,  increased  as a
percentage  of net sales to 6.9 percent,  up from 3.7 percent for the six months
ended June 30, 2003. This increase is primarily due to the reasons noted above.

Interest expense for the six months ended June 30, 2004,  increased 15.3 percent
to $586,000,  up from  $509,000  for the six months  ended June 30,  2003.  This
increase was  primarily  due the  Company's  increased  borrowing to finance the
purchase of the land and building  bordering its Chicago Heights  property,  and
borrowing to finance two Regenerative  Thermal  Oxidizers  (RTO's)  installed in
December 2003.

Interest  income for the six months ended June 30, 2004,  decreased to zero from
$400 for the six months ended June 30, 2003. This decrease was primarily related
to interest received on an income tax refund in June 2003.

Rental  (income),  net for the six months  ended  June 30,  2004,  increased  to
$81,000,  up from $15,000 for the six months ended June 30, 2003.  This increase
is primarily due to the rent being paid on the newly  acquired land and building
bordering the  Company's  Chicago  Heights  facility by the former owner as they
phase out of the property.

Interest rate swap valuation  (benefit)  provision for the six months ended June
30, 2004, increased to a benefit of $96,000 from a provision of $178,000 for the
six months ended June 30, 2003. This increase represents the positive value of a
swap  agreement  entered  into by the  Company in April 2003.  The Company  will
reverse  this  reserve  as  principal  payments  are  made.  Interest  rate swap
valuation  provision  for the six months  ended June 30,  2004,  increased  as a
percentage  of sales to a  benefit  of (0.2)  percent  from a  provision  of 0.5
percent  for the six months  ended June 30,  2003.  This  decrease is due to the
reasons noted above.

Income taxes for the six months ended June 30, 2004,  increased to $723,000,  up
from  $157,000 for the six months  ended June 30,  2003.  The increase in income
taxes were primarily caused by the increase in pretax income.

Net income  increased  362.0  percent for the six months ended June 30, 2004, to
$1.6  million,  up from  $357,000 for the six months  ended June 30, 2003.  This
increase in net income is primarily due to the reasons noted above.


<PAGE>






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

The Company's working capital increased by $2.1 million during the first half of
2004. The primary reasons are increases of $1.9 million in customer receivables,
$0.5  million in  inventories,  $1.5 million in cash and $0.3 million in prepaid
and other  current  assets and  deferred  assets of $0.1  million,  offset by an
increase  in  current  portion  of  long-term  debt of $1.2  million  (primarily
resulting from using the Company's line of credit to finance the purchase of the
land and building  bordering  the  Company's  Chicago  Heights  property)  while
permanent  financing  is being  obtained  (which is  expected to close in August
2004), and $1.0 million in accounts payable,  accrued compensation and benefits,
accrued expenses and other accrued liabilities.

At June 30, 2004,  the Company had  available  $5.5 million  under the revolving
credit  agreement  maintained  with the Company's  primary bank. This agreement,
which expires April 1, 2005, is  collateralized  by the Company's trade accounts
receivables and inventories.  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 growth and future capital  requirements.
The Company has no material  commitments  to purchase  capital assets as of June
30, 2004.

The Company's  cash provided by operations  stayed the same during the first six
months of 2004.  The primary  reasons  were an  increase of $1.3  million in net
income,  plus  an  increase  of  $0.9  million  in  accounts  payable,   accrued
compensation and other accrued  expenses,  offset by an increase of $0.6 million
in deferred  tax assets,  plus an increase of $0.3  million in a valuation  of a
derivative, plus an increase in operating assets in the amount of $1.3 million.

Euro Conversion
---------------

Member countries of the European Union have  established  fixed conversion rates
between their existing currencies ("legacy currencies") and one common currency,
the Euro. Since January 1, 2002, the new Euro-denominated notes and coins are in
circulation  and legacy  currencies  have been withdrawn from  circulation.  The
Company has a manufacturing facility located in a member country (Germany),  and
the  conversion  to the Euro has  eliminated  currency  exchange  rate  risk for
transactions  among  the  member  countries,  which  for the  Company  primarily
consists  of payments  to  suppliers.  In  addition,  because  the Company  uses
foreign-denominated  debt to meet its financial  requirements  and to reduce its
foreign currency risks,  certain of these financial  instruments are denominated
in Euro to  finance  European  activities.  The  Company  addressed  all  issues
involved with converting to the new currency,  and the conversion did not have a
significant  impact on its  financial  position,  results of  operations or cash
flows.  At June 30, 2004,  the Company had total assets of $21.4 million and net
assets of $8.9 million invested in Europe.





<PAGE>








       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not use derivative financial instruments to address 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 their fair value because of the short maturity
of  those  instruments.   The  estimated  fair  value  of  accounts   receivable
approximated  its  carrying  value at June 30, 2004 and  December 31, 2003 based
upon analysis of their  collectability  and net realizable  value. The estimated
fair value of the Company's  long-term debt  approximated  its carrying value at
June 30, 2004 and December 31,  2003,  based upon market  prices for the same or
similar type of financial instrument.  The Company minimizes its exposure to the
impact of fluctuation in foreign  exchange rates in situations for certain sales
for products sold in Europe but manufactured in the U.S. through the movement of
production  of those  products to Europe.  There are no other  activities of the
Company where  management  believes  exchange rates have a material  impact with
respect to the underlying transactions. In January 2003, the Company renewed its
main loan agreements.  The two main domestic loans,  Term Loan A and Term Loan B
were renewed at a floating prime rate of interest with a one-time option to lock
in a fixed  rate of  interest.  The  Company  executed  two  interest  rate swap
agreements  to the fixed  interest rate on Term Loan A at 4.82% on the principal
balance  of  $2,303,840,  and Term Loan B at 4.43% on the  principal  balance of
$4,606,324 on April 4, 2003. The swap agreements  terminate on January 31, 2008.
Changes in the fair value of  derivatives  are  recorded  each period in current
earnings or other  comprehensive  income,  depending on whether a derivative  is
designated  as part of a hedge  transaction  and,  if it is,  the  type of hedge
transaction.   These  derivatives  do  not  qualify  for  hedge  accounting  and
accordingly,  the  Company  will record  these  derivative  instruments  and the
associated  assets or liabilities at their fair values with the related gains or
losses  recorded as other income or expense in the  consolidated  statements  of
income.

Item 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures  upon which these  financial  statements and management
discussion  are based  pursuant to Securities  Exchange Act Rule 13a-15(d) as of
June 30, 2004. Based on their  evaluation,  our principal  executive officer and
principal  financial  officer have  concluded  that the  Company's  controls and
procedures were effective as of June 30, 2004. There were no significant changes
in our internal  controls or in other  factors that could  significantly  affect
these controls in the second quarter of 2004.



<PAGE>




                           Part II - Other Information

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

        (a) The Annual Meeting of Stockholders of the Company was held on April
30, 2004, pursuant to notice.

        (b) The following matter was voted upon at the Annual Meeting and
received the following votes:

        Election of Directors as follows:

-------------------- -------------------- ------------------- ------------------
Name                   Votes For          Votes Withheld       Broker Non-Votes
-------------------- -------------------- ------------------- ------------------
Roger F. Hruby           3,653,508             81,884                  --
-------------------- -------------------- ------------------- ------------------
William G. Brown         3,735,208                184                  --
-------------------- -------------------- ------------------- ------------------
Robert B. Covalt         3,735,192                200                  --
-------------------- -------------------- ------------------- ------------------
Gregory M. Jehlik        3,735,192                200                  --
-------------------- -------------------- ------------------- ------------------
Dennis W. Lakomy         3,735,108                284                  --
-------------------- -------------------- ------------------- ------------------
Richard Pierce           3,735,292                100                  --
-------------------- -------------------- ------------------- ------------------
David R. Wesselink       3,735,208                184                  --
-------------------- -------------------- ------------------- ------------------

Item 6.  Exhibits and Reports on Form 8-K

  a.    Exhibits

        31.1    Certification of CEO required by Rule 13a-14(a) or Rule
                15d-14(a) of the Security and Exchange Act of 1934.

        31.2    Certification of CFO required by Rule 13a-14(a) or Rule
                15d-14(a) of the Security and Exchange Act of 1934.

        32.1    Certification of CEO required by Rule 13a-14(a) or Rule
                15d-14(a) of the Security and Exchange Act of 1934 and
                Section 906 of the Sarbanes-Oxley Act of 2002.

        32.2    Certification of CFO required by Rule 13a-14(a) or Rule
                15d-14(a) of the Security and Exchange Act of 1934 and
                Section 906 of the Sarbanes-Oxley Act of 2002.

        99.1    Press Release by the Registrant, dated July 26, 2004,
                furnished in accordance with Item 12 of this Current Report
                on Form 8-K.

  b.    Reports on Form 8-K
        In addition to those reports previously  disclosed by the Company,
        during the fiscal second quarter of 2004, and through the date of this
        filing, the Company filed a Report on Form 8-K dated July 26, 2004,
        reporting on Item 7 (Financial  Statements  and  Exhibits) and Item 12
        (Results of Operations and Financial Condition).  In accordance with
        General Instruction B of Form 8-K, the Report submitted to the
        Securities and Exchange  Commission under Item 12 of Form  8-K  is not
        deemed  to be  "filed"  for  purposes  of  Section  18 of the
        Securities  Exchange Act of 1934 (the "Exchange Act"), and is not
        subject to the liabilities of that section. We are not incorporating,
        and will not incorporate by reference,  such Report into any filing
        under the  Securities  Act of 1933 or the Exchange Act.

<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 July 26, 2004.


                              CFC INTERNATIONAL, INC.


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



<PAGE>



EXHIBIT 31.1

                                 Certifications
                                 --------------


I, Roger F. Hruby,  Chairman of the Board and Chief Executive  Officer,  certify
that:

        1.      I have reviewed this quarterly report on Form 10-Q of
                CFC International, Inc.;

        2.      Based on my knowledge, this quarterly report does not contain
                any untrue statement of a material fact or omit to state a
                material fact necessary to make the statements made, in light
                of the circumstances under which such statements were made, not
                misleading with respect to the period covered by this report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this quarterly report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this report;

        4.      The  registrant's other certifying officer(s) and I are
                responsible for establishing and maintaining disclosure controls
                and procedures (as defined in Exchange Act Rules 13a-15(e)
                and 15d-15(e)) for the registrant and we have:

                a.      designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                b.      evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                c.      disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter that
                        has materially affected, or is reasonably likely to
                        materially affect, the registrant's internal control
                        over financial reporting; and



<PAGE>








        5.      The  registrant's other certifying officer(s) and I have
                disclosed, based on our most recent evaluation of internal
                control over financial reporting, to the registrant's auditors
                and the audit committee of registrant's board of directors (or
                persons performing the equivalent function):

                a.      all significant deficiencies and material weaknesses in
                        the design or operation of internal controls over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                b.      any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.



Date:  July 26, 2004


                            /s/                               Roger F. Hruby
                            ------------------------------------------------
                                    Roger F. Hruby
                                    Chairman of the Board and
                                    Chief Executive Officer



<PAGE>






     EXHIBIT 31.2

                                 Certifications
                                 --------------


I, Dennis W. Lakomy, Executive Vice President and Chief Financial Officer,
certify that:

        1.      I have reviewed this quarterly report on Form 10-Q of
                CFC International, Inc.;

        2.      Based on my knowledge, this quarterly report does not contain
                any untrue statement of a material fact or omit to state a
                material fact necessary to make the statements made, in light
                of the circumstances under which such statements were made, not
                misleading with respect to the period covered by this report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this quarterly report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this report;

        4.      The  registrant's other certifying officer(s) and I are
                responsible for establishing and maintaining disclosure controls
                and procedures (as defined in Exchange Act Rules 13a-15(e)
                and 15d-15(e)) for the registrant and we have:

                a.      designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this quarterly report is being prepared;

                b.      evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                c.      disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter that
                        has materially affected, or is reasonably likely to
                        materially affect, the registrant's internal control
                        over financial reporting; and



<PAGE>








        5.      The  registrant's other certifying officer(s) and I have
                disclosed, based on our most recent evaluation of internal
                control over financial reporting, to the registrant's auditors
                and the audit committee of registrant's board of directors (or
                persons performing the equivalent function):

                a.      all significant deficiencies and material weaknesses in
                        the design or operation of internal controls over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                b.      any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.



Date:  July 26, 2004


                    /s/                             Dennis W. Lakomy
                    ------------------------------------------------
                             Dennis W. Lakomy
                             Executive Vice President and
                             Chief Financial Officer


<PAGE>






     EXHIBIT 32.1

                Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report on Form 10-Q of CFC International,  Inc.
and subsidiaries (the "Company") for the quarterly period ended June 30, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Roger F. Hruby, Chairman of the Board and Chief Executive Officer
of the Company,  hereby  certify,  pursuant to 18 U.S.C.  ss.  1350,  as adopted
pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002, that, to the best of my
knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities and Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.


    Date:  July 26, 2004               /s/           Roger F. Hruby
                                       ----------------------------
                                            Roger F. Hruby
                                            Chairman of the Board and
                                               Chief Executive Officer

This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed filed by the Company for purposes of ss.
18 of the Securities Exchange Act of 1934, as amended.

A signed  original of this  written  statement  required by Section 906 has been
provided by CFC International,  Inc., and will be retained by CFC International,
Inc.  and  furnished to the  Securities  Exchange  Commission  or its staff upon
request.


<PAGE>






     EXHIBIT 32.2

                Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Quarterly Report on Form 10-Q of CFC International,  Inc.
and  subsidiaries  (the "Company") for the quarterly period ended March 31, 2004
as filed with the Securities  and Commission on the date hereof (the  "Report"),
I, Dennis W. Lakomy, Executive Vice President and Chief Financial Officer of the
Company, hereby certify,  pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities and Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.


     Date:  July 26, 2004          /s/           Dennis W. Lakomy
                                   ------------------------------
                                        Dennis W. Lakomy
                                        Executive Vice President
                                        and Chief Financial Officer

This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed filed by the Company for purposes of ss.
18 of the Securities Exchange Act of 1934, as amended.

A signed  original of this  written  statement  required by Section 906 has been
provided by CFC International,  Inc., and will be retained by CFC International,
Inc.  and  furnished to the  Securities  Exchange  Commission  or its staff upon
request.