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, 2002

         ----    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  (     )

As of August 02,  2002,  the  Registrant  had issued and  outstanding  3,912,684
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, 2002
             and December 31, 2001............................      5

           Consolidated Statements of Operation for the
             three (3) months and for the six (6) months
             ended June 30, 2002 and June 30, 2001............      6

           Consolidated Statements of Cash Flows for the
             six (6) months ended June 30, 2002 and
             June 30, 2001....................................      7

           Notes to Consolidated Financial Statements.........   8-10

  Item 2 - Management's Discussion and Analysis of Financial
    Condition and Results of Operations.......................  10-15

  Item 3 - Quantitative and Qualitative Disclosures
    About Market Risk.........................................     16

Part II - Other Information:

  Item 4 - Submissions of Matters to a Vote of
    Security Holders..........................................     17

  Item 5 - Other Information..................................     17

  Item 6 - Exhibits and Reports on Form 8-K...................     17

  Signatures..................................................     18






<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 continuing unfavorable economic conditions on market growth
     trends in general and on the Company's customers and the demand for the
     Company's products and services 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 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 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; and

o    Control of the Company by a principal stockholder.

The risks  included  here are not  exhaustive.  The  Company  operates in a very
competitive and rapidly changing environment.  New risk factors emerge from time
to time and it is not possible for the Company to predict all such risk factors,
nor can the Company  assess the impacts of all such risk factors on its 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.
The  Company  has no  obligation  to  revise  or  update  these  forward-looking
statements to reflect events or  circumstances  that arise after August 02, 2002
or to reflect the occurrence of anticipated events.

Investors  should also be aware that while the Company does,  from time to time,
communicate  with  securities  analysts,  it is against the Company's  policy to
disclose  to them any  material  non-public  information  or other  confidential
commercial  information.  Accordingly,  investors  should  not  assume  that the
Company  agrees 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 the Company's responsibility.




<PAGE>


                                     Part I
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                       JUNE 30, 2002 AND DECEMBER 31, 2001

                                                    June 30,       December 31,
                                                      2002             2001
                                                      ----             ----
                                                  (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................    $  3,177,341     $  2,492,595
Accounts receivable, less allowance
  for doubtful accounts of $760,162
  and $582,898 at June 30, 2002 and
  December 31, 2001, respectively ............       9,099,560        9,205,561

Inventories:
  Raw materials ..............................       2,730,992        2,638,602
  Work in process ............................       1,807,799        1,858,677
  Finished goods .............................       5,530,211        5,877,489
                                                  ------------     ------------
                                                    10,069,002       10,374,768
Prepaid expenses and other
  current assets..............................       1,550,894          760,081
Deferred income tax assets....................       2,987,413        2,987,413
                                                  ------------     ------------
  Total current assets .......................      26,884,210       25,820,418
                                                  ------------     ------------
Property, plant and equipment, net ...........      24,999,405       24,792,724
Other assets .................................       4,569,581        4,584,264
                                                  ------------     ------------
  Total assets ...............................    $ 56,453,196     $ 55,197,406
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ............    $  5,141,550     $  2,762,909
Accounts payable .............................       2,778,980        3,285,526
Accrued compensation and benefits ............       1,504,907        1,165,878
Accrued expenses and other current
  liabilities ................................       3,751,252        3,783,842
                                                  ------------     ------------
  Total current liabilities ..................      13,176,689       10,998,155
                                                  ------------     ------------
Deferred income tax liabilities ..............       2,185,717        2,185,717
Long-term debt, net of current portion .......      16,813,149       19,371,422
                                                  ------------     ------------
  Total liabilities ..........................      32,175,555       32,555,294
                                                  ------------     ------------

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;
  4,424,717 and 4,421,529 shares issued
  at June 30, 2002 and December 31, 2001,
  respectively................................          44,247           44,216
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 ...................      12,054,374       11,968,980
Retained earnings ............................      15,075,855       14,472,467
Accumulated other comprehensive
  income (loss) ..............................        (469,234)      (1,557,100)
                                                  ------------     ------------
                                                    26,710,372       24,933,693
Less 515,867 and 482,867
  treasury shares of common stock,
  at cost, at June 30, 2002 and
  December 31, 2001, respectively ............      (2,432,731)      (2,291,581)
                                                  ------------     ------------
                                                    24,277,641       22,642,112
                                                  ------------     ------------
  Total liabilities and
    stockholders' equity .....................    $ 56,453,196     $ 55,197,406
                                                  ============     ============

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


<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2002 AND 2001


                          Three Months Ended June 30,  Six Months Ended June 30,
                          ---------------------------  -------------------------
                                 2002         2001        2002         2001
                                 ----         ----        ----         ----
                                   (Unaudited)               (Unaudited)

Net sales .................. $14,430,984  $14,614,129  $29,272,664  $30,923,971
                             -----------  -----------  -----------  -----------
Cost of goods sold .........   9,323,568    9,561,468   18,793,133   20,110,449
Selling, general and
  administrative expenses ...  3,207,794    3,399,601    6,415,037    6,811,428
Research and development
  expenses ..................    517,922      540,043    1,031,283    1,169,648
Depreciation and amortization    889,049      950,020    1,720,883    2,004,020
                              ----------   ----------  -----------  -----------
Total operating expenses .... 13,938,333   14,451,132   27,960,336   30,095,545
                              ----------   ----------  -----------  -----------

Operating income ............    492,651      162,997    1,312,328      828,426

Other expenses:
  Interest expense ..........    326,297      408,017      656,112      810,064
  Interest income ...........    (14,949)          --      (14,949)          --
  Other income ..............     (7,320)      (7,320)    (207,739)     (14,641)
  Other expense .............         --           --           --       15,600
                              ----------   ----------  -----------  -----------
                                 304,028      400,697      433,424      811,023
                              ----------   ----------  -----------  -----------
Income (loss) before
  income taxes ..............    188,623     (237,700)     878,904       17,403
Provision (benefit) for
  income taxes ..............     50,516      (90,773)     275,516        6,631
                              ----------   ----------  -----------  -----------

Net income (loss) ........... $  138,107   ($146,927)  $   603,388  $    10,772
                              ==========   ==========  ===========  ===========


Basic earnings (loss)
  per share.................. $    0.03    ($   0.03)  $      0.14  $      0.00


Diluted earnings (loss)
  per share...............    $    0.03    ($   0.03)  $      0.14  $      0.00


         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, 2002 AND 2001



                                                    Six Months Ended June 30,
                                                    -------------------------
                                                        2002            2001
                                                        ----            ----
                                                    (Unaudited)     (Unaudited)
Cash flow from operating activities:
  Net income ...................................    $   603,388     $    10,772
    Adjustments to reconcile net
      income to net cash  provided
      by operating activities:
        Depreciation and amortization ..........      1,720,883       2,004,020
        Deferred income taxes ..................           --          (259,447)
        Gain on sale of land and building ......       (191,158)           --
        Changes in assets and liabilities:
          Accounts receivable ..................        481,788        (393,439)
          Inventories ..........................        553,229        (787,063)
          Other current assets .................       (697,215)        175,276
          Accounts payable .....................       (596,674)      1,426,351
          Accrued compensation and benefits ....        350,386          73,559
          Accrued expenses and other
            current liabilities ................         14,363         124,103
                                                    -----------     -----------
Net cash provided by operating activities ......    $ 2,238,990     $ 2,374,132
                                                    -----------     -----------

Cash flows from investing activities:
  Additions to property, plant and equipment ...     (1,006,041)       (825,960)
  Proceeds from sale of land and building ......        455,334            --
                                                    -----------     -----------
Net cash used in investing activities ..........       (550,707)       (825,960)
                                                    -----------     -----------

Cash flows from financing activities:
  Proceeds from term loans .....................           --         3,313,003
  Repayment of revolver ........................     (1,518,257)     (3,570,936)
  Proceeds from revolver .......................      1,031,923       2,510,863
  Repayments of term loans .....................       (730,235)     (3,016,987)
  Repayment of capital lease ...................           --            (9,796)
  Repurchase of shares .........................       (141,150)        (38,899)
  Proceeds from issuance of stock ..............         34,477          40,289
                                                    -----------     -----------
Net cash used in financing activities ..........     (1,323,242)       (772,463)
                                                    -----------     -----------

Effect of exchange rate changes on
  cash and cash equivalents ....................        319,705          22,814
                                                    -----------     -----------
Increase in cash and cash equivalents ..........        684,746         798,523

Cash and cash equivalents:
Beginning of period ............................      2,492,595         298,871
                                                    -----------     -----------
End of period ..................................    $ 3,177,341     $ 1,097,394
                                                    ===========     ===========



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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2002 AND 2001
                                   (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, 2002  (unaudited)  and December 31, 2001  (audited),  the  consolidated
results of operations for the three (3) months and six (6) months ended June 30,
2002 and 2001  (unaudited)  respectively,  and  consolidated  statements of cash
flows for the six (6) months ended June 30, 2002 and 2001 (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.  Comprehensive Income

The company's total comprehensive income (loss) was as follows:

                                                     Six Months Ended June 30,
                                                     -------------------------
                                                           2002       2001
                                                           ----       ----
Net earnings ......................................... $  603,388  $ 10,772
Plus (Minus):  foreign currency
  translation adjustment .............................  1,087,866  (967,829)
                                                       ----------  ---------
Total comprehensive income (loss)..................... $1,691,254  $957,057)
                                                       ==========  =========

Note 3.  Earnings Per Share

                              Six Months Ended              Six Months Ended
                               June 30, 2002                 June 30, 2001
                          ------------------------    -------------------------
                                              Per                          Per
                          Income     Shares  Share    Income     Shares   Share
                          ------     ------  -----    ------     ------   -----

Basic Earnings
 Per Share:
Income available
 to Common
 Stockholders...........  $603,388  4,446,007  $.14   $10,772  4,563,143  $.00
Effect of Dilutive
 Securities:
  Options exercisable...                2,194                      1,029
  Convertible debt......    15,000    119,047
                            ------    -------  ----   -------  ---------  ----
Diluted Earnings
 per Share..............  $618,388  4,567,248  $.14   $10,772  4,564,172  $.00
                          ========  =========  ====   =======   ========= ====









<PAGE>




Note 4.  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,  2002 and 2001,  and the six months  ended June 30, 2002 and 2001
are as follows:

                                             Three months     Six months
                                                 ended           ended
                                                 June 30,       June 30,
                                              ------------    ------------
                                              2002    2001    2002    2001
                                              ----    ----    ----    ----

Holographic Products ...................     $ 2.5   $ 1.9   $ 4.9   $ 4.7
Printed Products .......................       4.8     4.5     9.7     9.1
Pharmaceutical Products ................       2.8     2.5     5.6     5.4
Security Products ......................       1.7     2.0     3.7     3.7
Specialty Pigmented and Other
  Simulated Metal Products ............        2.6     3.7     5.3     8.0
                                             -----   -----   -----   -----
Total ..................................     $14.4   $14.6   $29.2   $30.9
                                             =====   =====   =====   =====

The  following is sales by  geographic  area for the three months and six months
ended June 30, 2002 and 2001 and  long-lived  asset  information  as of June 30,
2002 and December 31, 2001:

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

Net Sales (In Thousands)         2002          2001          2002         2001
------------------------         ----          ----          ----         ----

United States ..........       $ 8,107       $ 7,012       $16,200       $14,422
Europe .................         4,451         5,197         9,263        11,328
Other Foreign ..........         1,873         2,405         3,810         5,174
                               -------       -------       -------       -------
Total ..................       $14,431       $14,614       $29,273       $30,924
                               =======       =======       =======       =======


Net Fixed Assets (In Thousands)                     06/30/02         12/31/01
-------------------------------                     --------         --------
United States ..........................             $15,085          $15,389
Europe .................................               9,914            9,404
                                                     -------          -------
Total ..................................             $24,999          $24,793
                                                     =======          =======

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

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  commitments  to purchase  capital assets as of June 30, 2002 in
the amount of $590,000.


<PAGE>



Note 6.  Recent Accounting Pronouncements

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and SFAS No. 144
("SFAS 144"), "Impairment or Disposal of Long-Lived Assets."

SFAS No. 142 addresses  accounting  and reporting for (i) in tangible  assets at
acquisition  and (ii) for  intangible  assets and goodwill  subsequent  to their
acquisition.  The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to the acquisition of businesses and
worldwide rights to use certain holographic technology.  Management has assessed
the useful  economic lives for those assets and has  determined  them to have an
indefinite life. As such, amortization of the goodwill and intangible assets has
ceased and annual impairment tests will be performed.

The adoption of SFAS No. 144 had no impact of the financial statements.


            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.


<PAGE>



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,
                                             -----------------------------------
                                               2002     2001     2002     2001
                                               ----     ----     ----     ----

                                                (Unaudited)        (Unaudited)

Net sales .................................   100.0%   100.0%    100.0%   100.0%
Cost of goods sold ........................    64.6     65.4      64.2     65.0
Selling, general and administrative .......    22.2     23.3      21.9     22.0
Research and development ..................     3.6      3.7       3.5      3.8
Depreciation and amortization .............     6.2      6.5       5.9      6.5
Total operating expenses ..................    96.6     98.9      95.5     97.3
Operating income ..........................     3.4      1.1       4.5      2.7
Interest expense and other ................     2.1      2.7       1.5      2.6
Income (loss) before taxes ................     1.3     (1.6)      3.0      0.1
Provision (benefit) for income taxes ......     0.4     (0.6)      0.9      0.0
Net income (loss) .........................     0.9%    (1.0)%     2.1%     0.0%

Quarter Ended June 30, 2002 Compared to Quarter Ended June 30, 2001
-------------------------------------------------------------------

Net sales for the quarter  ended June 30, 2002,  decreased  1.3 percent to $14.4
million,  down  from  $14.6  million  for  the  quarter  ended  June  30,  2001.
Holographic  products  sales  increased  32.7  percent to $2.5  million  for the
quarter ended June 30, 2002, compared to $1.9 million for the quarter ended June
30, 2001. This increase was primarily due to an increase in security label sales
to a toy manufacturer and chip  manufacturer,  along with an increase of HoloLam
sales,  which  was  offset  by a lack  of  security  label  sales  to a  foreign
government.  HoloLam is a full-face  holographic  film used in the production of
credit cards.  Printed products sales for these periods increased 7.5 percent to
$4.8 million,  up from $4.5 million,  primarily due an increase in orders in the
furniture market.  Pharmaceutical product sales for these periods increased 10.5
percent to $2.8  million,  from $2.5 million,  primarily due to strong  European
sales.  Security  products  (magnetic  stripes,  signature  panels  and  tipping
products for credit cards, and  intaglio-printed  products) sales decreased 13.1
percent to $1.7 million, from $2.0 million. This decrease was primarily a result
of  substantially  lower  sales of  intaglio-printed  birth  certificates  for a
foreign  government in 2002, as compared to 2001.  Sales of simulated  metal and
other pigmented  products decreased 30.2 percent to $2.6 million for the quarter
ended June 30, 2002,  down from $3.7 million for the quarter ended June 30, 2001
primarily as a result of the disruption in servicing  European  customers due to
the February 2002 flash fire on the rotogravure press in Germany. This press had
five of its six  stations  up and  running on April 2, 2002.  The sixth  station
became  operable on June 10,  2002.  During the periods in which these  stations
were  inoperable,  many  products had to be routed to  alternative  machines for
production, resulting in strained capacity, lower production, and, consequently,
lower sales.


<PAGE>



Cost of goods sold for the quarter ended June 30, 2002, decreased 2.5 percent to
$9,324,000,  down from  $9,561,000  million for the quarter ended June 30, 2001.
This  decrease  was  primarily  due to the  impact  of lower  sales  volumes  as
discussed  above.  Cost of  goods  sold for the  quarter  ended  June  30,  2002
decreased as a percentage  of net sales to 64.6  percent,  from 65.4 percent for
the quarter ended June 30, 2001.  This decrease was primarily a result of income
from insurance  proceeds,  which  approximated  lost margin on sales,  offset by
higher material costs.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
2002,  decreased  5.6 percent to $3.2  million,  down from $3.4  million for the
quarter ended June 30, 2001.  This decrease was primarily due to a settlement of
past sales tax  liabilities  with the Illinois  Department of Revenue.  Selling,
general,  and  administrative  expenses  for the  quarter  ended  June 30,  2002
decreased as a percentage of net sales to 22.2  percent,  down from 23.3 percent
for the quarter ended June 30, 2001 for similar reasons.

Research and development expenses for the quarter ended June 30, 2002, decreased
4.1 percent to $518,000  from  $540,000  for the  quarter  ended June 30,  2001.
Research and development expenses for the quarter ended June 30, 2002, decreased
as a  percentage  of net sales to 3.6  percent  from 3.7 percent for the quarter
ended June 30, 2001. This decrease in expense was primarily due to the impact of
cost controls implemented by the company.

Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2002,
decreased  6.4 percent to $889,000  from $950,000 for the quarter ended June 30,
2001.  This  decrease  was  primarily  due to the  Company no longer  amortizing
intangible  assets  related  to  holographic  products  as a result of FASB 142.
Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2002,
decreased as a  percentage  of net sales to 6.2 percent from 6.5 percent for the
quarter ended June 30, 2001 for similar reasons.

Total  operating  expenses  for the quarter  ended June 30, 2002  decreased  3.5
percent to $13.9 million from $14.5 million for the quarter ended June 30, 2001.
The decrease in total operating expenses is due to lower cost of sales caused by
lower sales, reductions in the worldwide workforce,  the impact of cost controls
implemented by the Company,  and a $300,000  benefit  related to a settlement of
past sales tax  liabilities  with the  Illinois  Department  of  Revenue.  Total
operating expenses for the quarter ended June 30, 2002 decreased as a percentage
of net sales to 96.6 percent  from 98.9  percent for the quarter  ended June 30,
2001. This decrease is due to the reasons noted above.

Operating income for the quarter ended June 30, 2002, increased 202.2 percent to
$493,000,  up from $163,000 for the quarter ended June 30, 2001. The increase in
operating  income is  primarily  a result of the above  explanations.  Operating
income for the quarter  ended June 30, 2002,  increased  as a percentage  of net
sales to 3.4 percent,  up from 1.1 percent for the quarter  ended June 30, 2001.
This increase is a result of the above explanations.

Interest expense for the quarter ended June 30, 2002,  decreased 20.0 percent to
$326,000,  from  $408,000  for the quarter  ended June 30, 2001.  This  decrease
primarily was due to the scheduled repayment of debt and lower interest rates in
2002 from the same period in 2001.

Interest  income for the quarter ended June 30, 2002,  increased to $15,000 from
zero for the quarter ended June 30, 2001. This increase was primarily related to
interest received on an income tax refund in June 2002.


<PAGE>



Income  taxes for the quarter  ended June 30, 2002  increased  155.7  percent to
$51,000,  up from a benefit of $91,000 for the quarter ended June 30, 2001.  The
increase in income taxes were primarily caused by the increase in taxable income
due to the reasons  described  above,  offset by a cash refund due to filing the
amended income tax returns.

Net income  increased  194.0  percent to $138,000 in the quarter  ended June 30,
2002,  from a net loss of $147,000  for the quarter  ended June 30,  2001.  This
increase  in net income is  primarily  due to the  increase  in  taxable  income
explained previously.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
-------------------------------------------------------------------------

Net sales for the six months ended June 30, 2002, decreased 5.3 percent to $29.3
million,  down from  $30.9  million  for the six  months  ended  June 30,  2001.
Holographic  product  sales  increased  3.6 percent to $4.9  million for the six
months  ended June 30,  2002,  compared to $4.7 million for the six months ended
June 30, 2001.  This  increase was due  increased  sales of security  labels and
packaging  sales  offset  by a  one-time  sale of  security  labels to a foreign
government.  Printed  product sales for these  periods  increased 6.5 percent to
$9.7 million,  from $9.1 million,  primarily due to increased market penetration
along  with an  increase  in sales  to the  furniture  industry.  Pharmaceutical
product sales for these periods  increased 4.1 percent to $5.6 million,  up from
$5.4 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 1.2
percent  to  $3,747,000,  up from  $3,704,000  in the first  half of 2001.  This
increase was primarily due to gift card sales offset by  intaglio-printed  birth
certificates  for a foreign  government  that are not as  strong  this year when
compared to last year.  Sales of simulated  metal and other  pigmented  products
decreased  33.4  percent to $5.3 million for the six months ended June 30, 2002,
from $8.0  million in the first six months of 2001.  This  decrease is primarily
due to the disruption in servicing  European  customers due to the February 2002
flash fire on the rotogravure  press in Germany.  This press had five of the six
stations up and running on April 2, 2002. The sixth station became  operable the
middle of June 2002. During the periods in which these stations were inoperable,
many products had to be routed to alternative machines for production, resulting
in strained capacity, lower production, and, consequently, lower sales.

Cost of goods sold for the six months ended June 30, 2002, decreased 6.6 percent
to $18.8 million from $20.1 million for the six months ended June 30, 2001. This
decrease was primarily due to lower sales. Cost of goods sold for the six months
ended June 30, 2002,  decreased as a percent of net sales to 64.2 percent,  from
65.0 percent for the six months ended June 30, 2001. This decrease in percentage
was primarily due to income from insurance  proceeds,  which  approximated  lost
margin on sales, offset by higher labor as a percentage of net sales.

Selling,  general, and administrative expenses for the six months ended June 30,
2002, decreased 5.8 percent to $6.4 million from $6.8 million for the six months
ended June 30, 2001.  This  decrease was  primarily  due to a settlement of past
sales tax liabilities with the Illinois Department of Revenue. Selling, general,
and administrative expenses for the six months ended June 30, 2002, decreased as
a percent of net sales to 21.9  percent,  from 22.0  percent  for the six months
ended June 30,  2001.  This  decrease in  percentage  was  primarily  due to the
reasons described above.

Research  and  development  expenses  for the six months  ended  June 30,  2002,
decreased  11.8  percent to $1.0  million  from $1.2  million for the six months
ended June 30,  2001  primarily  due to the impact of the  consolidation  of the
Ventura,  California  Optical  Lab  into  the  Company's  Countryside,  Illinois
facility,  and the impact of cost controls implemented by the Company.  Research
and development  expense for the six months ended June 30, 2002,  decreased as a
percentage  of net sales,  to 3.5  percent  from 3.8  percent for the six months
ended June 30, 2001.  This  decrease as a percentage of net sales was due to the
reasons described above.


<PAGE>



Depreciation and  amortization  expenses for the six months ended June 30, 2002,
decreased  14.1  percent to $1.7  million  from $2.0  million for the six months
ended  June  30,  2001,  primarily  due  to the  Company  no  longer  amortizing
intangible  assets  related  to  holographic  products  as a result of FASB 142.
Depreciation  and  amortization  expense for the six months ended June 30, 2002,
decreased as a percentage of net sales,  to 5.9 percent from 6.5 percent for the
six months ended June 30, 2001.

Total  operating  expenses for the six months ended June 30, 2002  decreased 7.1
percent to $28.0  million  from $30.1  million for the six months ended June 30,
2001.  The  decrease in total  operating  expenses is due to lower cost of sales
caused by lower sales, reductions in the worldwide workforce, the impact of cost
controls  implemented  by the  Company,  and a  $300,000  benefit  related  to a
settlement  of past  sales  tax  liabilities  with the  Illinois  Department  of
Revenue.  Total  operating  expenses  for the six  months  ended  June 30,  2002
decreased as a percentage of net sales to 95.5 percent from 97.3 percent for the
six months ended June 30, 2001. This decrease is due to the reasons noted above.

Operating income for the six months ended June 30, 2002,  increased 58.4 percent
to $1.3  million,  up from $0.8  million for the six months ended June 30, 2001.
The increase in operating  income is primarily  due to the reasons  noted above.
Operating  income  for the  six  months  ended  June  30,  2002  increased  as a
percentage of net sales to 4.5 percent from 2.7 percent for the six months ended
June 30, 2001. This increase is primarily due to the reasons described above.

Interest expense for the six months ended June 30, 2002,  decreased 19.0 percent
to $656,000,  down from  $810,000  for the six months ended June 30, 2001.  This
decrease was  primarily  due to scheduled  repayment of debt and lower  interest
rates in 2002 from the same period in 2001.

Interest  income for the six months  ended June 30,  2002,  increased to $15,000
from zero for the six months ended June 30, 2001.  This  increase was  primarily
related to received on an income tax refund in June 2002.

Other income for the six months ended June 30, 2002  increased to $208,000  from
$15,000 for the six months ended June 30, 2001.  This  increase is primarily the
result of the gain on sale of an older manufacturing site in Goppingen, Germany.

Income taxes for the six months ended June 30, 2002,  increased to $276,000,  up
from $7,000 for the six months ended June 30, 2001. The increase in income taxes
were  primarily  caused by the  increase  in taxable  income due to the  reasons
described  above,  offset by a refund  from the  filing of  amended  income  tax
returns.

Net income for the six months  ended June 30, 2002,  increased  to $603,000,  up
from $11,000 for the six months ended June 30, 2001. This increase in net income
is primarily due to the reasons described above.


<PAGE>



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

The Company's working capital decreased by $1.1 million during the first half of
2002. The primary reasons are an increase in current liabilities of $2.4 million
(resulting  from long-term  revolving debt falling into current debt, due to the
timing of the April 1, 2003 renewal of the revolving credit agreement maintained
with the company's primary bank), and a decrease of $0.3 million in inventories,
a decrease  of $0.1  million in customer  receivables,  offset by an increase of
$0.8 million in prepaid and other current assets,  a decrease of $0.2 million in
accounts payable and accrued  compensation  and benefits,  and by an increase of
$685,000 in cash.

At June 30, 2002,  the Company had  available  $9.5 million  under the revolving
credit  agreement  maintained  with the company's  primary bank. This agreement,
which expires April 1, 2003, 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 material  commitments to purchase  capital assets as of June 30,
2002 in the amount of $590,000.


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

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and SFAS No. 144
("SFAS 144"), "Impairment or Disposal of Long-Lived Assets."

SFAS No. 142 addresses  accounting  and reporting for (i) in tangible  assets at
acquisition  and (ii) for  intangible  assets and goodwill  subsequent  to their
acquisition.  The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to the acquisition of businesses and
exclusive worldwide rights to holographic technology.  Management has reassessed
the previously  assigned  lives for those assets and has  determined  them to be
indefinite  lived. As such,  amortization  of the indefinite  lived goodwill and
intangible assets has ceased and annual impairment tests will be performed.

The adoption of SFAS No. 144 had no impact of the financial statements.



<PAGE>




       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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, 2002 and 2001 based upon market prices for the same or similar
type of financial instrument.

The Company does not use derivative  financial  instruments to address  interest
rate, currency, or commodity pricing risks.


<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 19, 2002 with respect to the election of Directors:

Matter                                            For           Withheld
------                                            ---           --------
Election of Directors:
----------------------
Roger F. Hruby ...............................  3,819,152        240,695
William G. Brown .............................  4,059,747            100
Robert B. Covalt .............................  4,059,647            200
Richard L. Garthwaite ........................  3,819,252        240,595
Dennis W. Lakomy .............................  3,819,152        240,695
Richard Pierce ...............................  4,059,647            200
David D. Wesselink ...........................  4,059,647            200

Item 5. Other Information

The  Company  announced  on June 3, 2002,  the hiring of Mr.  Gregory  Jehlik as
President and Chief Operating Officer.  Mr. Jehlik was also appointed a Director
of the Company. Mr. Jehlik succeeds Mr. Richard Garthwaite who resigned form his
positions  with  the  Company.  Mr.  Jehlik  has  over 20  years  of  management
experience  and  previously  held  various  senior  executive  roles  in  sales,
marketing and general management.

Item 6. Exhibits and Reports on Form 8-K

a.  Exhibits

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

     3.1       Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the Company's
               registration statement on Form S-1, Registration No. 33-96110).

     3.2       Amended and Restated Bylaws of the Company (incorporated by
               reference to Exhibit 3.2 to the Company's registration statement
               on Form S-1, Registration No. 33-96110).

     3.3       Specimen Certificate Representing Shares of Common Stock
               (incorporated by reference to Exhibit 4.1 to the Company's
               registration statement on Form S-1, Registration No. 33-96110).

b.  Reports on Form 8-K. No reports on Form 8-K were filed in the three-month
    period ended June 30, 2002.



<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 2, 2002.


                                  CFC INTERNATIONAL, INC.



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